tcns clothing Directors report

To

THE MEMBERS

TCNS CLOTHING CO. LIMITED

Your Directors take pleasure in presenting 26^th Annual Report on business performance along with the Audited Financial Statements for the Financial Year ended March 31, 2023 (FY23) and Auditors Report thereon.

1. FINANCIAL RESULTS

( in Mn.)

Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	12,015.89	8,960.52
EBITDA	1,416.24	1,243.35
Finance Costs	520.20	371.70
Depreciation and Amortization Expense	1208.18	943.84
Profit/(Loss) Before Tax	(-) 312.14	(-) 72.19
Tax Expenses	(-) 136.67	(-) 14.90
Profit/(Loss) After Tax	(-) 175.47	(-) 57.29
Other Comprehensive Income/(Loss)	8.48	12.13
Total Comprehensive Income/(Loss) for the Year	(-) 166.99	(-) 45.16

2. OVERVIEW OF COMPANYS PERFORMANCE AND OPERATIONS

Revenue of the Company increased to 12,015.89 Mn. in FY23 compared to 8,960.52 Mn in FY22. The Companys EBITDA (Earnings Before Interest, Tax and Depreciation) was 1,416.24 Mn in FY23 compared to 1,243.35 Mn in FY22. Loss After Tax was 175.47 Mn in FY23 compared to 57.29 Mn in FY22. FY23 started on a mixed note with an overhang of the third wave of Covid coupled with optimism for demand to recover in subsequent quarters of the year as the consumers seemed to be unfazed by any new waves of Covid. As the festive season began, consumer demand seemed to recover to pre-covid levels in most parts of the market with many sectors reporting better than pre-covid revenues on a like-to-like basis. The Company delivered its highest ever revenues in a quarter in Q2 of FY23. However, post Diwali, the demand of the broader market has been muted and we saw this panning out in spring summer ‘23 as well. The demand was more resilient in Tier 1 cities and the concern was more pronounced in lower tiers and smaller cities.

The womens ethnic wear category started to regain ground since last festive season and while the overall womens wear segment is still trailing mens wear in recovery, it is expected to catch up with more women getting back to work and more occasions opening up. Indias population is still amongst the youngest in an otherwise aging world. Women are increasingly being integrated into the formal workforce with greater control over personal finances and decision-making. This shift is expected to positively impact the consumption of lifestyle and fashion products. By 2030, over 40% of the countrys population is expected to be in urban centres. This consistent trend towards urbanization suggests a shifting of preferences away from rural life to the accessibility and convenience of city life. Urbanization is leading to growth across not just metros and tier I cities but also tier II and tier III cities. Increasing consumption, coupled with higher urbanization levels is expected to fundamentally alter the consumption basket including lifestyle and clothing related discretionary spend.

Pandemic-related restrictions served as a catalyst for a marked shift in consumer behaviour. Consumers constrained at home hastened adoption of digital shopping methods. Ubiquitous access to internet at more affordable prices and higher penetration of digital devices are concurrent trends influencing consumer buying behaviour. Increasingly, store & online channels are integrating with consumers leveraging internet to compare products, prices, brand offerings and the feedback/opinions of fellow consumers before making their purchase decision. The Indian e-commerce market penetration is expected to increase as total gross merchandise value is expected to grow very significantly driven by options and convenience over the coming years.

3. DIVIDEND

Considering the Companys financial performance in FY23, the Board of Directors recommends not to distribute any dividend for the year under review.

4. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no unclaimed or unpaid dividend during the previous years and hence no funds or shares required to be transferred to the Investor Education and Protection Fund during the year under review.

5. TRANSFER TO RESERVES

During the year under review, the Company transferred a Total Comprehensive Income/(Loss) of 8.48 Mn. to the Retained Earnings. Post this transfer, Retained Earnings amounts to 1,832.60 Mn. as on March 31, 2023. There is no amount proposed to be transferred to the General Reserves during the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate section on "Management Discussion and Analysis Report" is included in this Annual Report as required under schedule V read with regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussion and Analysis Report includes discussion on global economic scenario and outlook, industry developments, Companys operational and financial performance during the year, risk management, internal control systems and their adequacy, material developments on human resource and key financial ratios.

7. SHARE CAPITAL

During the year under review, the Company has allotted 1,05,994 (One lakh five thousand nine hundred and ninety-four) equity shares of 2/- (Rupees two) each under TCNS ESOP Scheme 2014-17 and 5,000 (five thousand) equity shares of 2/- (Rupees two) each under TCNS ESOP Scheme 2018-2023. Thereby, the paid-up equity nominal capital of the Company increased by 2,21,988/- (Rupees two lakh twenty-one thousand nine hundred and eighty-eight only).

8. MATERIAL CHANGES AND COMMITMENTS Draft Scheme of Arrangement

Your Board of Directors had at its meeting held on May 5, 2023 approved a Scheme of Arrangement between TCNS Clothing Co. Limited ("the Transferor Company" or "TCNS" or "the Company") and Aditya Birla Fashion and Retail Limited ("the Transferee Company" or "ABFRL") and their respective shareholders and creditors ("the Scheme") as per the provisions of Sections 230-232 and any other applicable provisions of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), and in terms of SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/000000065 dated November 23, 2021.

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

9. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company consciously makes all efforts to conserve energyacrossallits operations.Further,theCompanyworks on continuous technological absorption, enhancement and time to time adoption and implementation of the same. A detailed report on energy conservation and technology absorption in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked as Annexure ‘A to this Report.

The foreign exchange earned (actual inflows) and foreign exchange outgo (actual outflows) during the year are as follows:

( in Mn.)

Particulars	FY 2022-23	FY 2021-22
Foreign Exchange Inflow	56.46	50.50
Foreign Exchange Outflow	13.27	8.15

10. DIRECTORS The Board of Directors consists of eight (8) members, of which four (4) Directors are Independent Directors which includes two (2) Women Independent Directors. During the period under review, Mr. Arvinder Singh Pasricha (DIN 00032420) (Non- Executive Non- Independent Director), Mr. Naveen Wadhera (DIN 02503164) (Non-Executive Non-Independent Director) and Mr. Suresh Jayaraman (DIN 03033110) (Non- Executive Independent Director) were regularised from the designation of Additional Directors to Directors with effect from May 05, 2022.

During the period under review, Mr. Onkar Singh Pasricha was re-appointed as Executive Director of the Company for a term of five (5) years with effect from December 14, 2022 vide shareholders approval dated September 20, 2022.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Onkar Singh Parsricha (DIN 00032290), Director of the Company, retiring by rotation at the 26^th Annual General Meeting, being eligible, offers himself for re-appointment.

A brief resume of Mr. Onkar Singh Parsricha (DIN 00032290) along with the other details as stipulated under regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standards on General Meetings ("SS-2") are provided in the Notice for convening the 26^th Annual General Meeting of the Company. Further, there were no changes except the changes stated above in the Board of Directors during the Financial Year under review.

Independent Directors

The Board of the Company comprises of four (4) Independent Directors. During the period under review, Mr. Suresh Jayaraman (DIN 03033110) (Non- Executive Independent Director) was regularised from the designation of Additional Director to Director with effect from May 05, 2022. Mr. Bhaskar Pramanik (DIN 00316650) (Non- Executive Independent Director), Ms. Neeru Abrol (DIN 01279485) (Non- Executive Independent Director) and Ms. Sangeeta Talwar (DIN 00062478) (Non- Executive Independent Director) were re-appointed for their second term of five (5) consecutive financial years with effect from December 14, 2022, vide shareholders approval dated September 20, 2022.

All the Independent Directors were appointed by the shareholders of the Company and letters of appointment were issued to them as per Schedule IV of the Companies Act, 2013. The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://wforwoman.com/content/report/ terms-and-conditions-of-appointment-of-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 Companies Act, 2013 read with Schedule IV and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. In the opinion of the Board of Directors all the Independent Directors are the person of integrity and having requisite expertise, skills and experience (including the proficiency) required for their role(s).

Familiarization Programme

Every Directors letter of appointment explains the role, function, duties and responsibilities expected from him/her as a Director of the Company. The terms and conditions of the appointment are also placed on the website of the Company. Each Director is taken through a familiarization program in terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, including interaction with the Managing Director, Chief Financial Officer and the Senior Management of the Company covering marketing, finance and other important aspects of the Company. Necessary presentations, documents, reports, internal policies and updates are provided to them to familiarize with the Companys business policies, procedures and practice from time to time. The policy and details on familiarization programs attended by the Independent Directors is available on the website of the Company at https://wforwoman.com/content/report/ familiarization-programme- redressal-and-other-relevant-details

Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act, the corporate governance requirements as prescribed by the Listing Regulations and the guidance note on Board evaluation issued by Securities and Exchange Board of India dated 5^th January 2017. The Nomination & Remuneration Committee (NRC) has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as structure of the Board, meetings and functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and the Management, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, independence of the Committee from the Board, contribution to decisions of the Board, effectiveness of the meetings and quality of relationship of the Committee with the Board and the Management, etc. The Board and the Nomination & Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of the criteria such as knowledge and competency, fulfilment of functions, ability to function as a team, initiatives taken, availability and attendance at the meeting, integrity, independence, contribution at Board/Committee Meetings and guidance/ support to the management outside Board/Committee Meetings etc.

In addition, the Chairperson was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders interests in mind and motivating and providing guidance to the Executive Directors etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

11. KEY MANAGERIAL PERSONNEL

In accordance with the provisions of sections 2(51) and 203 of the Companies Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Onkar Singh Pasricha (DIN 00032290), Executive Director, Mr. Anant Kumar Daga (DIN 07604184), Managing Director, Mr. Amit Chand, Chief Financial Officer and Mr. Piyush Asija, Company Secretary and Compliance Officer continue to be Key Managerial Personnel of the Company.

12. SECRETARIAL STANDARDS

The Directors state that the applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, have been followed by the Company.

13. EMPLOYEES

Particulars of Employees

The disclosures required as per section 197(12) of the Act read with rule 5(1) and rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed and marked as Annexure ‘C to this Report.

Employee Stock Option Scheme

The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and section 62(1)(b) of the Companies Act, 2013 read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is annexed and marked as Annexure ‘D to this Report.

Disclosure on Prevention of Sexual Harassment of Women at Workplace

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, the Company has an Internal Complaints Committee for providing a redressal mechanism and to prevent the sexual harassment of women employees at workplace. To build awareness in this area, the Company has been conducting induction/ refresher programmes through external consultants and its in-house training team in the organization on regular intervals.

There were six (6) cases reported during the year under review, which were addressed within the prescribed timelines. As on March 31, 2023, there is one (1) case of alleged discrimination pertaining to previous year which is pending resolution before the National Commission of Women (NCW).

14. GOVERNANCE AND SECRETARIAL

The Board has an optimum mix of Executive, Non- Executive and Independent Directors and is headed by Mr. Onkar Singh Pasricha (DIN 00032290), an Executive Chairman. The Board of the Company is diverse in terms of qualification, competence, experience, and expertise which enable it to ensure long term value creation for all stakeholders. As on March 31, 2023, the Board comprises of two (2) Executive Directors, two (2) Non-Executive Non-Independent Directors, and four (4) Non-Executive Independent Directors. The details related to meetings of the Board, Directorships and Committees, are disclosed in the Corporate Governance Report forming part of the Annual Report as Annexure ‘G.

15. POLICIES OF THE COMPANY Nomination & Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and applicable rules, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The policy is included as a part of this report and is annexed and marked as Annexure ‘E and is also available on the website of the Company at https://wforwoman.com/ content/report/lodr-policies.

Policy for Determining Material Subsidiaries

The policy for determining the Material Subsidiaries of the Company is available on the website of the Company at https://wforwoman.com/content/report/lodr-policies. There are no subsidiaries/joint ventures/associates of the Company as on March 31, 2023.

Dividend Distribution Policy

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates top one thousand (1,000) Listed Companies (on the basis of their market capitalization as calculated on the 31^st day of March of every year) to frame a policy for distribution of dividend. Accordingly, the Company adopted the said policy in the Board Meeting dated May 28, 2019. This policy aims at laying down a broad framework for considering decisions by the Board of the Company with regard to distribution of dividend to Shareholders and/or retention or plough back of its profits. The said policy is available on the website of the Company at https://wforwoman.com/content/report/ lodr-policies

Whistle Blower Policy

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provide appropriate avenues to the Directors, employees and third parties to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the Code of Conduct of the Company. Employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Ombudsman (Chairperson of Audit Committee). No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower Policy is available on the website of the Company at https://wforwoman.com/ content/report/lodr-policies

Risk Management

Pursuant to section 134(3)(n) of the Companies Act, 2013 and the applicable rules and regulations, the Risk Management Committee is duly constituted and oversee the risk identification and mitigation strategy.

The Company has implemented a Risk Management Policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and also subject to its review from time to time. Risk mitigation process and measures have also been formulated and clearly spelled out in the said policy. The policy is available on the website of the Company at https://wforwoman.com/content/report/lodr-policies.

Risk Management is integral to Companys strategy and for the achievement of long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities generated by our business and the markets we operate in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Boards agenda, which is where we believe it should be.

Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Senior Management, Managing Director, Chief Financial Officer, Risk Management Committee, Audit Committee and Board of Directors. For each of our principal risks, we have a risk management framework detailing the internal controls we have in place and who is responsible for managing both the overall risk and the individual controls mitigating that risk. Our assessment of risk considers short and long term as well as internal and external risks including financial, operational, sustainability (particularly environment, social and governance related risks), cyber security, data privacy and security and any other risks as may be determined by the Companys leadership teams.

The emerging risk areas are reviewed on an ongoing basis by Risk Management Committee and the Board at least twice a year.

Code of Conduct

The Board of Directors have approved and adopted a Code of Conduct for Directors and Senior Management of the Company. An annual afirmation of compliance with the Code of Conduct is taken from all the Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company to whom the Code applies. The Code of Conduct is also available on the website of the Company at https://wforwoman.com/content/report/lodr-policies. The afirmation by the Managing Director that the Code of Conduct has been complied by the Board of Directors and Senior Management Personnel forms part of the Corporate Governance Report.

Prevention of Insider Trading

The Company has formulated and adopted TCNS Insider Trading Policy including a Code of Fair Disclosure in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 as may be amended from time to time. The policy lays down the guidelines, procedures to be followed from time to time and disclosures to be made while dealing with the securities of the Company along with consequences for violation. The policy is formulated to regulate, monitor and ensure reporting of trading by designated persons and maintain highest level of ethical standards while dealing in the Companys securities. The TCNS Insider Trading Policy including Code of Fair Disclosure is available on the website of the Company at https://wforwoman.com/content/report/ lodr-policies.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Also, time to time internal trainings and awareness programmes were conducted during the year to make the employees familiar with Insider Trading Policy of the Company formulated as per SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company monitors its Designated Persons through TCNS INSIDERS MONITORING PORTAL (‘TIMP) a web-based comprehensive solution especially designed for catering all the requirements arising under SEBI (Prohibition of Insider Trading) Regulations, 2015 viz. applying pre-clearance and approval thereof, recording of trades, disclosure under Reg 7(2), recording of UPSI etc. The Designated Persons are being monitored regularly with respect to their trading in securities of the Company.

The Company is also maintaining the System Driven Disclosure on Central Depository Services Limited ("CDSL")

(Designated Depository) in terms of SEBI circular dated September 09, 2020.

Web links of the Other Statutory Policies of the Company:

Name of the Policy	Web Link
Content Archival Policy	https://wforwoman.com/content/lodr-policies
Code of Business Conduct & Ethics	https://wforwoman.com/content/report/lodr-policies
Policy Determining Material Subsidiaries	https://wforwoman.com/content/report/csr-policy
Policy for Determination of Materiality and Disclosure of Information	https://wforwoman.com/content/report/policy-for- determination-of- materiality-of-events-or-information
Policy on Nomination Remuneration and Board Diversity	https://wforwoman.com/content/report/lodr-policies
Policy on Dealing with Related Party Transactions	https://wforwoman.com/content/report/related-party- transactions-policy
Risk Assessment and Management Policy	https://wforwoman.com/content/report/lodr-policies
Preservation of Documents	https://wforwoman.com/content/report/lodr-policies
Dividend Distribution Policy	https://wforwoman.com/content/report/dividend- distribution-policy
CSR Policy	https://wforwoman.com/content/report/csr-policy

The Company is committed to doing business with integrity and transparency and has a zero-tolerance approach to bribery and corruption. TCNS Anti-Bribery and Anti-Corruption Policy is implemented to ensure compliance with all applicable anti-bribery and anti-corruption laws in all Jurisdictions where it operates and to prohibit bribery and any form of improper payments/dealings in the conduct of business operations.

The Company also has a Anti-Fraud Policy with the intent to promote consistent legal and ethical organizational behaviour by assigning responsibility for the development of controls and providing guidelines for reporting and conducting investigations of suspected fraudulent behaviour.

The Company has a "Equal Opportunity Policy" with an intent to provide transparency and accountability, encourages and promotes fair and equal treatment and eliminates discrimination, abuse, and harassment towards the employees.

The Company recognizes that effective management of environmental impacts is an integral part of its business. Therefore, its vision is to continue to be an environmentally responsible organization making continuous improvements in the management of the environmental impact of our operations. In view of the same the Company has Environment Protection, Product Safety and Sustainability Policy aiming to develop a culture to comply with environmental regulations and conform to Sustainability standards and other requirements and endeavour to go beyond compliances.

The Company has "Afirmative Action Policy" which is committed to respect the human rights of our workforce, employees, value chain partners, customers and consumers.

The Company believes that it is its prime responsibility to help build a better business environment and equal opportunities for everyone, in view of the same the Company has adopted Public Advocacy Policy which encourages direct and indirect advocacy to connect with Governmental Authorities on key issues relating to the sector.

16. GENERAL BODY MEETINGS

During the year under review, the 25^th Annual General Meeting of the Company was held on September 20, 2022. No Extraordinary General Meeting was conducted during the year under review.

17. PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the Year under review.

18. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

There were no Investments, Loans and Guarantees provided as covered under the provisions of section 186 of the Companies Act, 2013 read with the rules made thereunder, during the Financial Year under review.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators impacting the financial position of the Company adversely, during the year.

20. ENVIRONMENT, HEALTH AND SAFETY

We recognize that effective management of environmental impacts is an integral part of its business. Therefore, the Companys vision is to continue to be an environmentally responsible organization making continuous improvements in the management of the environmental impact of our operations. In view of the same, the Company has "Environment Protection, Product Safety and Sustainability Policy" aiming to develop a culture to comply with environmental regulations and conform to Sustainability standards and other requirements and endeavour to go beyond compliances.

We are committed to ensure that everyone connected with it - designers, producers, value chain members, customers and recyclers are aware of their responsibilities. This policy is applicable to all the employees, business partners/associates and other relevant stakeholders. We seek to provide goods that are safe and contribute to sustainability throughout their life cycle. Our core objective is to ensure that the goods we sell and procure have been produced in an ethical, safe and environmentally conscious manner.

Your Company is aware of the environmental impacts of the industry in which it operates with respect to the greenhouse gas emission and hence seeks to procure sustainable materials having low environmental and social impact across its lifecycle, starting from procurement to disposal. Our units have appropriate systems and processes in place to ensure compliance with the statutory provisions, including handling of grievances for redressal related to Environment, health and Safety. Any grievance related to environment, health and safety and sustainability can be raised to the Human Resource Department.

21. ANNUAL RETURN

The draft of Annual Return for FY23 in prescribed form MGT-7, pursuant to provisions of section 92 of the Act read with the rules framed thereunder, is available on the website of the Company at https://wforwoman.com/content/report/ annual-return. The Company shall immediately after the filing of the Annual Return for the year 2022-23 within the timelines prescribed under Companies Act, 2013 and shall make the same available on the website of your Company.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates the inclusion of Business Responsibility and Sustainability Report ("BRSR") for top 1,000 listed companies based on market capitalization. Your Company has commented on the sustainability initiatives and partnerships in the Business Responsibility and Sustainability Report in line with the regulatory requirements. The Business Responsibility and Sustainability Report forms part of this Annual Report and marked and annexed as Annexure ‘F.

23. CORPORATE GOVERNANCE REPORT

In terms of regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance along with Compliance Certificate issued by a Company Secretary in Practice in terms of Part E of schedule V of the said regulations of the Company forms part of this Annual Report and marked and annexed as Annexure ‘G.

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR") REPORT

The Board, pursuant to requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time and on the recommendation of the CSR Committee, had adopted a CSR Policy and the same is available on the website of the Company at https://wforwoman.com/content/ report/csr-policy. With a vision to "actively contribute to the social and economic development of the society in which your Company operates", the Company has undertaken projects/programs in accordance with the CSR Policy directly and through implementing agencies. The detailed report on the CSR activities including committee composition, expenditure details and policy details is annexed and marked as Annexure ‘B forming part of this Report.

25. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal Auditors, Statutory Auditors, Secretarial Auditors and external consultant(s) and the reviews made by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operationally effective during the FY23.

Accordingly, pursuant to section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their information and knowledge, confirm that:

i. The applicable accounting standards have been followed with no material departure in the preparation of the accounts for the Financial Year ended March 31, 2023;

ii. The accounting policies were selected and applied consistently, and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit/loss of the Company for the year ended on that date;

iii. 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;

iv. The annual accounts have been prepared on a going concern basis;

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

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and those systems are adequate and operating effectively.

26. AUDITORS AND AUDIT REPORT Statutory Auditors

As per the provisions of Section 139 of the Act, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Reg. No. 117366W/W- 100018) were re-appointed as Statutory Auditors of the Company with effect from April 01, 2022 by the members at the 25^th Annual General Meeting held on September 20, 2022 for a term of four (4) consecutive financial years and their term expires at the conclusion of 29^th Annual General Meeting of the Company.

Audit Report

There are no qualifications or adverse observations/remarks made by the Statutory Auditors in their Report. Further there were no instances of frauds reported by Statutory Auditors under sub-section (12) of section 143 of the Act.

Secretarial Audit

During the year under review, the Board of Directors of the Company had appointed M/s. Sanjay Grover and Associates, Practicing Company Secretaries firm with Registration No.: P2001DE052900, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013, the Rules framed thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for FY23. The Secretarial Audit Report for FY23 was considered by the Board in its meeting held on May 29, 2023 and the said Report is annexed to this Report as Annexure ‘H. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks which need any explanation or comments of the Board. The Board, in its meeting dated May 29, 2023, has re-appointed M/s. Sanjay Grover and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for FY24.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a defined system of internal controls for financial reporting of transactions and compliance with relevant laws and regulations commensurate with its size and nature of business. KPMG India is the Internal Auditor of the Company. The Internal Audit plan is approved by Audit Committee at the beginning of every year.

The conduct of Internal Audit is oriented towards the review of internal controls and risks in the Companys operations and covers all functions. The Audit Committee is presented with a summary of recommendations and follow-up actions thereon. Business risk assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with corporate policies. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans. The audit procedures monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating procedures, accounting procedures and policies at all locations of the Company.

The Company has laid down Standard Operating Procedures and Compliance Management Software to guide the operations of the business and track applicable compliances. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

28. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the period under review were placed before the Audit Committee and the Board for their approval, and the same are disclosed in the financial statements of your Company. Further, in terms of the provisions of section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all contracts/ arrangements/transactions entered into by the Company with its related parties during the year under review were in ordinary course of business of the Company, on an arms length basis and in accordance with the policy on related party transactions formulated by the Company and reviewed on a periodic basis.

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arms length. All Related Party Transactions are subjected to independent review by an independent Chartered Accountant to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations.

All related party transactions entered during the year were in ordinary course of the business and at arms length basis. No material related party transactions, as per the materiality threshold adopted by the Board of Directors, were entered during the year by your Company which could have had a potential conflict with the interests of the Company. Accordingly, form AOC-2, containing the details on the related party transactions occurred during the year is annexed and marked as Annexure ‘I.

29. HUMAN RESOURCE

Human Resources function takes all necessary measures for safety of the employees, acquisition of quality talent, tailoring learning journeys for employees to boost competence, drive outcomes, keep the workforce engaged and deliver an enhanced customer experience. An expert series consisting of medical sessions, health check-ups, yoga sessions in office, engagement exercises including virtual competitions like quizzes, photography etc, fitness dance, and emotional well-being webinars and workshops were organized during the year. The Company continued to focus on training in the areas of Prevention of Sexual Harassment (POSH) and Leadership Development Programmes.

30. MAINTENANCE OF STATUTORY COST RECORDS REQUIRED UNDER SECTION 148(1) OF COMPANIES ACT, 2013

The requirement of maintaining cost records as specified under provisions of section 148(1) of the Act is not applicable to the Company for the period under review.

31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

32. 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 ALONG WITH THE REASONS THEREOF

There are no such instances and no settlements have been done with banks or financial institutions.

33. ACKNOWLEDGEMENT

Your Directors wish to place on record their deep appreciation for the excellent support and co-ordination extended by the shareholders, customers, suppliers, bankers, and all other business associates. Your Directors gratefully acknowledge ongoing co-operation and support provided by Central Government, State Government, and all regulatory authorities. Last but not the least, we would like to thank and acknowledge the efforts of all our employees. We wish everyone good health.

For and on behalf of Board of Directors
Sd/-	Sd/-
ANANT KUMAR DAGA	ONKAR SINGH PASRICHA
Managing Director	Chairman & Executive Director
DIN: 07604184	DIN: 00032290
Place: New Delhi
Date: May 29, 2023