united spirits ltd Directors report

Dear Members,

Your directors are pleased to present the 24^th Report of Directors of your Company and the audited financial statements for the year ended March 31, 2023.

Rs in million

Particulars	Standalone Consolidated
	2022-23	2021-22	2022-23	2021-22
The working of your Company for the year under review resulted in
Revenue from operations	2,75,775	3,07,731	2,78,154	3,10,618
Other income	742	337	731	355
Total Income	2,76,517	3,08,068	2,78,885	3,10,973
Total expenses	2,65,333	2,96,393	2,67,849	2,98,455
Share of net loss in associate			14
Profit before exceptional items and tax	11,184	11,675	11,022	12,518
Exceptional items, net	1,709	(1,560)	1,764	(1,652)
Profit before tax	12,893	10,115	12,786	10,866
Total tax expenses	2,376	1,606	1,528	2,760
Profit for the year	10,517	8,509	11,258	8,106
Other Comprehensive Income:
Exchange differences on translation of foreign operations			(17)	1
Remeasurements of post-employment benefit plans	(6)	165	(6)	164
Income tax credit / (charge) relating to these items	1	(41)	1	(41)
Total other comprehensive income for the year, net of tax	(5)	124	(22)	124
Total comprehensive income for the year	10,512	8,633	11,236	8,230
Total comprehensive income is attributable to:
Owners			11,341	8,410
Non-controlling interests			(105)	(180)
Profit/(loss) available for appropriation	(510)	(11,022)	(3,080)	(13,544)
EPS-Basic & Diluted ()	14.46	11.70	16.01	11.68

During the current year revenue from operations decreased by 10.4% on standalone basis and by 10.5% on consolidated basis. Profit after tax has increased by 23.6 % on standalone basis and by 38.9% on consolidated basis. The challenges which United Spirits Limited (USL / Company) faced during the year and the environment in which the Company operates have been detailed is Management Discussion and Analysis Report which is forming part of this Annual Report (Report).

1. Performance of the Company

During the year under review, your Companys sales volume was 72.5 million cases resulting in a drop of 8.4% compared to previous year. This is largely on account of the slump sale of the business undertaking associated with 32 brands and franchising of 11 Popular brands to an unrelated party. The transaction was a conclusion of the strategic review of the select popular segment brands and was approved by the Board on 27 May 2022. Net sales/income from operations (net of duties and taxes) of your Company increased by 10.1% in the financial year ended March 31, 2023 which stood at Rs103,737 million (previous year Rs94,237 million).

With continuous focus on premiumization, overall Prestige & Above segment represented 66% of total volumes (Vs 54% in the previous year) and 81% of total net sales (Vs 72% in the previous year) during the financial year ended March 31, 2023. The Prestige and Above segments net sales were up 22.8% with strong double-digit growth across the higher value sub-segments. The Popular segment represented 34% (Vs 46% in the previous year) of total volumes and 18% (Vs 26% in the previous year) of total net sales during the financial year ended March 31, 2023. The Popular segments net sales declined by 25% during the financial year ended March 31, 2023. The decline this year was on account of the slump sale and franchising transaction mentioned above.

2. Material changes and commitments / events subsequent to the date of the financial statements

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on March 31, 2023, to which the Financial Statement relate and the date of this Report.

3. Change in nature of business, if any

The details of change in nature of business, if any, are provided under Management Discussion and Analysis Report and the Report on Risk Management forming part of this Report.

4. Dividend

In view of the accumulated losses of the preceding years, your directors could not recommend any dividend.

5. Transfer to reserve

During the year under review, there was no amount transferred to reserves of the Company.

6. Capital

At the beginning of the year, the authorised capital was Rs7,19,20,00,000 (2,74,00,00,000 Equity shares of Rs2 each and 17,12,00,000 Preference Shares of Rs10 each). The National Company Law Tribunal, Bengaluru Bench ("NCLT") approved Scheme of Amalgamation and Arrangement of United Spirits Limited ("USL") with Pioneer Distilleries Limited ("PDL") and their respective shareholders and creditors vide order dated 4^th November 2022. Pursuant to the NCLT order, the authorized share capital of PDL is added to the authorized share capital of USL and USL allotted 7,12,138 equity shares of Rs2/- each aggerating Rs14,24,276 to public shareholders of PDL in the ratio as per the Scheme.

The revised Share Capital is as below:

Particulars
Authorized Capital
2,82,75,00,000 Equity Shares of Rs2 /- each	5,65,50,00,000
17,37,00,000 Preference Shares of Rs10 /- each	1,73,70,00,000
Total	7,39,20,00,000
Issued, Subscribed and Paid-up Capital
72,73,50,853 equity shares of Rs2/- each	1,45,47,01,706

7. Details of subsidiary companies and associate companies and their financial position

The performance of subsidiaries and associate Companies and their contribution to the overall performance of the Company is covered as part of the consolidated financial statement and form AOC-1 annexed as part of this Report as Annexure-1. Out of 9 subsidiary companies, 8 subsidiary companies are non-operative.

i. As mentioned in the Annual Report of 2021-22, the Board of Directors ("Board") of Pioneer Distilleries Limited, a listed subsidiary of the Company ("PDL") and of the Company at their meetings held on December 2, 2019 considered and approved a scheme of amalgamation and arrangement in relation to the proposed merger of PDL with the Company under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 and the rules thereunder. The National Company Law Tribunal, Bengaluru Bench ("NCLT"), vide Order dated November 4, 2022 approved the Scheme of

Amalgamation and Arrangement and certified copy of the order was received on November 17, 2022. The merger was effective from December 30, 2022.

Pursuant to the scheme on January 13, 2023, the Company allotted 7,12,138 number of fully paid up equity shares to PDL shareholders as on record date (January 06, 2023) in the ratio of 10 (ten) fully paid-up equity shares of face value Rs2 (Rupees two only) each of the Transferee Company, for every 47 (forty-seven) fully paid- up equity shares of face value Rs10 (Rupees ten only). These shares were listed with National Stock Exchange of India Ltd.("NSE") & BSE Limited ("BSE") effective 21^st February 2023. The shareholding of Diageo Relay BV (the holding Company, a subsidiary of Diageo PLC) in the Company has changed from 55.94% to 55.88%.

ii. During the year, Your Company made an investment of Rs315 million in Nao Spirits & Beverages Private Limited ("NAO"). Your Company has acquired 8,094 Compulsory Convertible Preference Shares and 4670 equity shares of NAO aggregating to 22.5% of shareholding. Subsequent to this investment, NAO is associate company of your Company. Further, on January 24, 2023, Board of Directors have approved further investment of Rs150 million. This investment will be made upon satisfaction of condition precedents.

Company has complied with the FEMA Regulations with respect to the downstream investment made in NAO Spirits & Beverages Private Limited.

iii. During the year, Sovereign Distilleries Limited (SDL) ceased to be subsidiary of your Company. Your Company has sold all equity shares held in SDL for consideration of Rs320 million, pursuant to approval of board of directors of the Company at their meeting held on 24^th January 2023. SDL was a non-operative, wholly owned subsidiary company and consequently did not have any turnover or revenue or income. It had a net worth of approximately Rs174 million representing 0.3% of the Companys consolidated net-worth as on the aforesaid date.

iv. During the year, United Spirits (Shanghai) Trade Company Limited ("USSTCL"), wholly owned subsidiary of Company in China stands closed. USSTCL was a non-operative company and consequently did not have any turnover or revenue or operating income. It had a negative net worth of approximately RMB 1.81 million million. Since USSTCL was a non-operative company, its de-registration will not have any impact on the Companys business.

v. During the year, United Spirits Singapore Pte. Ltd. ("USSPL"), wholly owned subsidiary of Asian Opportunities and Investments Limited [Companys wholly owned subsidiary], in Singapore stands dissolved. USSPL was a non-operative company and consequently did not have any turnover or revenue or operating income. Since USSPL was a non-operative company, its voluntary winding up will not have any impact on the Companys business.

vi. Royal Challengers Sports Private Limited (RCSPL), a wholly owned subsidiary of your Company, reported a revenue from operations of Rs2442 million during the year which has degrew by 16.3%, primarily on account of reduction in central rights income from BCCI (change in IPL standing position and reduced number of matches played in current year). During the current year, RCSPL reported a loss of (116) million against the profit of 893 million in previous year, primarily on account of loss from Womens Premier League.

RCSPL participated in the tender conducted by the BCCI and won the bid for the Bangalore team for the Womens Premier League ("WPL") for Rs9010 million. This was one of the 5 successful bids for a WPL franchise and Team RCB finished 4^th in the inaugural 2023 season.

The Companys policy for determining material subsidiaries is available at the Companys website at https://media.diageo. com/diageo-corporate-media/media/fcap5yuo/policy-on- material-subsidiary.pdf

In accordance with the third proviso to Section 136(1) of the Companies Act, 2013 the annual report and financial statements of each of the subsidiary companies have also been placed on the website of the Company https://www. diageoindia.com/en/investors/subsidiaries-financial

8. Prospects/Outlook

The details about prospects/outlook of your Company are provided under the Management Discussion and Analysis Report, forming part of this Report.

9. Board meetings, board of directors, key managerial personnel & committees of directors:

A. i) Resignation of Mr. Randall Ingber

Mr. Randall Ingber, Director of the Company, resigned as a non-executive director of the Company effective from end of the day January 31, 2023.

ii) Appointment of Mr. Pradeep Jain

Mr. Pradeep Jain, Chief Financial Officer was appointed as Whole Time Director designated as an "Executive Director and Chief Financial Officer" of the Company with effect from February 01, 2023. He continues to be Chief Financial Officer and Key Managerial Personnel of the Company.

iii) Appointment of Ms. Mamta Sundara

Ms. Mamta Sundara was appointed as a nonexecutive non-independent director of the Company with effect from February 01, 2023.

iv) Re-appointment of Mr. Mark Sandys

As per the provisions of the Companies Act, 2013, Mr. Mark Sandys retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for re-appointment.

Members may please note that Mr. Mark Sandys, was appointed as a director on April 01, 2022. Mr. Mark Sandys is not debarred from holding the directorship under any statutory regulations. Details about Mr. Mark Sandys is provided in the Notice of the 24^th annual general meeting of the Company.

B. Independent Directors

Your Company did not appoint any new Independent Director in the financial year 2022-23. Criteria for selection/ appointment or re-appointment of Independent Directors include skills, expertise of the Director, qualifications, experience, and domain knowledge. The required skills of Independent Directors are leadership, managerial experience, diversity, risk management and corporate governance. All our Independent Directors viz., Mr. Mahendra Kumar Sharma, Mr. V K Viswanathan, Mr. D Sivanandhan, Mr. Rajeev Gupta and Dr. (Mrs.) Indu Shahani possess the aforesaid skills.

C. Declaration by Independent Directors

Independent Directors have given a declaration pursuant to sub-section (6) of Section 149 of the Companies Act, 2013. In the opinion of the Board, Independent Directors fulfill the conditions specified in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations) and are independent of the management.

D. Number of meetings of the Board

The details of the Board Meetings and other Committee Meetings held during the financial year 2022-23 are stated in the Corporate Governance Report which is forming part of this Report.

E. Board Committees

The Company has the following committees of the Board:

• Audit Committee

• Risk Management Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship and General Committee

• Corporate Social Responsibility and Environmental, Social and Governance Committee

The composition of each of the above Committees, their respective roles and responsibilities are provided in the Corporate Governance Report which forms part of this Report.

F. Policies

The Company has adopted all policies as required under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations. The same are uploaded on the website of the Company. Policy on directors and senior appointments and Remuneration and rewards policy were merged and renamed as Nomination and Remuneration Policy.

Further, certain changes were made to the policy to align with the Companys guidelines and practices as required under section 178 of the Companies Act, 2013.

The revised policy was recommended by the Nomination and Remuneration Committee and was approved by the Board. The policy is uploaded on the website at https:// media.diaqeo.com/diaqeo-corporate-media/media/ chwfdoiQ/nomination-remuneration-policy.pdf

The salient features of the revised policy are:

• The Scope of the policy is appointment and remuneration of the Directors, Key Managerial Personnel ("KMP"), Senior Management Personnel ("SMP") and other employees.

• The policy lays down the appointment criteria, qualifications, relevant expertise etc. and that the appointment of directors including managing directors, whole time directors, non-executive directors and independent directors shall be in accordance with the provisions of the Companies Act, including schedule IV and V of the Act and the rules made thereunder and the provisions of the SEBI Listing Regulations.

• The appointment of Directors, KMP and SMP shall be recommended by the NRC to the Board and appointment of directors is subject to approval of shareholders. Additionally, approval of the audit committee is required for the appointment of the Chief Financial Officer.

• The remuneration philosophy of the Company is designed on following principles:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully

ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. remuneration to directors, SMP and KMP involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

iv. the Company will benchmark the ratio of remuneration of senior leaders to the median remuneration of all employees with its peer group companies on a periodic basis.

v. the benchmark compensation positioning will be the market median based on a periodic market benchmarking study undertaken by an external firm. For specific niche functions, skills and roles, a higher benchmark positioning may be targeted to attract and retain talent.

• The policy details the approval process for the remuneration payable to:

a) Managing Director/Chief Executive Officer/Whole time director;

b) Remuneration to independent directors

c) KMPs, SMPs and other employees

• The Non-executive Non-Independent Director shall not be entitled to receive any sitting fees and commission.

• The policy provides a brief note on familiarisation of the independent directors and succession policy for orderly succession for appointments of members of the Board and for appointments of senior management personnel.

G. Recommendations of the audit committee and other committees

All the recommendations of the Audit Committee and of the other Committees were accepted by the Board.

H. Details of remuneration to directors

As required under section 197(12) of the Companies Act, 2013 information relating to remuneration paid to Directors during the financial year 2022-23 is provided in the Corporate Governance Report.

As stated in the Corporate Governance Report, sitting fees is paid to Independent Directors for attending Board/Committee meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such meetings. In addition, the Independent Directors are also eligible for commission every year as may be recommended by the Nomination and Remuneration Committee and approved by the Board within the overall limit of Rs4 Crore or 1% of the net profits of the Company calculated in accordance with section 198 of the Companies Act, 2013, whichever is higher, as approved by the shareholders in twenty third Annual General Meeting held on August 09, 2022. Criteria for payment of remuneration to Independent Directors are as given below:

i. Membership of Committees

ii. Chairmanship of the Committees/Board

iii. Benchmarking with other companies

The Board of Directors have approved payment of commission of Rs20 million to five independent directors after applying the criteria stated above for the financial year 2022-23.

The criteria for payment of remuneration to executive directors is determined by the Nomination and Remuneration Committee based on various criteria including performance criteria. Nomination and Remuneration Policy is available on the Companys website https://media.diageo.com/diageo-corporate- media/media/chwfdoiQ/nomination-remuneration- policy.pdf

I. Board evaluation criteria

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the SEBI (LODR) Regulations, the Board has carried out an annual performance evaluation, based on parameters which, inter alia, include performance of the Board on deciding strategy, rating the composition & mix of Board members, discharging of their duties, handling critical issues etc. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing information on best practices applied in other industries, domain knowledge, vision, strategy and engagement with senior management, etc.

The Independent Directors at their separate meetings, review the performance of non-independent directors and the Board as a whole. Chairperson of the Company after taking into account the views of executive directors and non-executive directors, reviews the quality, quantity and timeliness of flow of information between the management and the Board for the Board to effectively and reasonably perform their duties. Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

J. Meeting amongst Independent Directors

Schedule IV of the Companies Act, 2013, SEBI (LODR) Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors met amongst themselves without the presence of any other persons on May 27, 2022, July 25, 2022, October 20, 2022, January 23, 2023.

10. Vigil Mechanism

Your Company has established whistle-blower mechanism known as SpeakUp, which is being independently operated by a third-party agency. We encourage our employees or representatives acting on behalf of the Company, to raise their compliance concerns through this mechanism, apart from other internal reporting channels viz. Line Manager, HR Business Partner, Legal Business Partner and Business Integrity partner.

The SpeakUp channel is available on the Companys website at https://www.diageoindia.com/en/about-us/corporate- governance/speak-up, with services available in English and 5 other regional languages, and compliance concerns can be raised by any aggrieved person through web page or toll-free number.

The quality of investigation reports and remedial actions are reviewed and monitored by the Global Business Integrity team and Diageo India Business Integrity team. The decision on sanctions on the reported breaches are determined and monitored by a Compliance Committee for significant breaches and the Grievance Committee for other breaches, ensuring there is a collective, transparent and an unbiased decisionmaking process and that consistent action is undertaken in a timely manner to resolve the identified breaches.

A structured Breach Management Standard is in place which is in line with the Global Standard, for timely and conclusive resolution of compliance concerns raised through the whistle blower mechanism.

This vigil mechanism has been established to provide adequate safeguards against the victimization of employees, who avail this mechanism for reporting complaints and grievances in good faith and without fear of being punished for doing so. Access to the Chairman of the Audit Committee is provided as required under the Companies Act, 2013 and the SEBI (LODR) Regulations.

11. Related party transactions

The Companys policy on dealing with related party transactions was adopted by the Board on June 15, 2015 and further amended from time to time. This policy is available on the Companys website at https://www.diageoindia.com/en/ investors/shareholder-centre/policies.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure-2 to this Report.

All related party transactions that were entered into during the financial year, were at arms length basis and were in the ordinary course of business. There are no material significant

related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons which may have a conflict of interest with the Company at large.

12. Auditors

i) Financial audit

M/s. Price Waterhouse & Co. Chartered Accountants LLP (FRN 304026E / E-300009) Statutory Auditors of your Company, were appointed as Auditors of your Company from the conclusion of the 22^nd AGM for a period of 5 years. Since the appointment is not subject to ratification of the appointment by the members at every AGM, no resolution is proposed at this AGM pursuant to the provisions of Companies (Amendment) Act, 2017.

The statutory auditors have given unqualified opinion on the financial for the financial year ended March 31, 2023.

ii) Secretarial Audit and Boards responses to observations, qualifications and adverse remarks in auditors report

Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit has been carried out by Mr. Sudhir V Hulyalkar, Practicing Company Secretary (FCS: 6040 and CP No. 6137) and his report is annexed as Annexure-3.

In the Secretarial Audit report, the Secretarial Auditor has reported that the gap between two consecutive meetings of the Risk Management Committee in terms of Regulation 21 (3C) of the Listing Regulations was exceeded on account of delay of 8 days. It is clarified that inadvertently the gap between two Risk Committee meetings exceeded by 8 days. The Company has taken note of this and the future meetings have been rescheduled to ensure compliance. Further the Company and the Board of Directors are serious about ensuring compliances and Company has a robust Risk Management framework including functional risk committees and national risk committee at an executive level which meets on a quarterly basis . The detailed report on Risk Management is enclosed in Annexure-5.

The secretarial auditor has also mentioned in his report that the Company needs to strengthen the process with regard to obtaining the prior approval of Audit Committee in all cases of related party transactions, whether it relates to renewal or modification of limits although such related party transactions have been subsequently ratified by the Audit Committee. It is clarified that the Company has taken note of the suggestion and the process has been strengthened.

In addition, Pursuant to Regulation 24A of the SEBI (LODR) Regulation, the Secretarial Compliance Report for the financial year ended March 31, 2023, in relation to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, is annexed as Annexure-3A. The Secretarial Compliance Report has been voluntarily disclosed as part of this Report as good disclosure practice. The said report has been submitted to the stock exchanges and is also available on the Companys website at https://media.diageo. com/diaqeo-corporate-media/media/qvqhqpqt/se_ ascr_2023sd.pdf

iii) Cost audit

Consequent to the merger of Pioneer Distilleries Limited, the Company is required to make and maintain cost records for extra neutral alcohol (ENA) product as specified by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required.

13. Reporting of fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee or the Board, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

14. Corporate governance

A Corporate Governance Report for the year under review is annexed separately which forms part of this annual report. Board confirms compliance with Secretarial Standards.

15. Management discussion and analysis report

The Management Discussion and Analysis Report for the year under review is annexed separately which forms part of this annual report.

16. Fixed deposits

As reported in the earlier annual reports, your Company discontinued accepting fixed deposits from the public and shareholders effective January 1, 2014. In addition, pursuant to section 74(1)(b) of the Companies Act, 2013, the Board of Directors at their meeting held on August 1, 2014, decided to repay all fixed deposits maturing on or after March 31, 2015, by March 31, 2015, by paying additional interest of 1% per annum on those fixed deposits repaid before the maturity date pursuant to the contract entered into with the Fixed Deposit holders. During the year the Company

has transferred the unclaimed deposits of Rs2,942,789 to Investor Education and Protection Fund (IEPF) and the balance as on March 31, 2023 was NIL.

17. Annual return

In accordance with section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, a draft annual return in e-form MGT-7 for financial year 2022-23 uploaded on Companys website https://www. diageoindia.com/en/investors/financials/results-reports-and- presentations. Members may also note that the annual return uploaded on the website is a draft and the final annual return will be uploaded after the same is filed with the Ministry of Corporate Affairs (MCA).

18. Transfer to Investor Education and Protection Fund (IEPF)

The details of unclaimed/unpaid dividends and fixed deposits which have not been transferred to the IEPF account as the period of seven years have not been completed is given below pursuant to the provisions of the Companies Act, 2013 and the applicable rules there under.

i) Dividend:

The Company has not declared any dividend from financial year 2013-14 onwards.

No unclaimed dividend, shares were required to be transferred to IEPF during the year ended March 31, 2023 to Investor Education and Protection Fund pursuant to section 124(6) of the Companies Act, 2013.

ii) Fixed Deposits:

1.	Accepted during the year	NIL
2.	Remained unpaid or unclaimed as at the end of the year	NIL
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	NIL
4.	The details of deposits which	Not
	are not in compliance with the requirements of Chapter V of the Companies Act, 2013	Applicable

Necessary compliance under rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, has been ensured.

19. Human resources

Employee relations remained cordial at all the locations of the Company. Particulars of employees drawing an aggregate remuneration of Rs1,02,00,000/- or above per annum or Rs8,50,000/- or above per month, as well as additional information on employee remuneration as required under the provisions of rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of this Report in Annexure-4 hereto.

20. Employees stock option scheme

Your Company has not offered any stock options to its employees during the year 2022-23 within the meaning of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

21. Particulars of loans, guarantees and investments

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are detailed in Notes to the financial statements under Note 4, relating to investments and Note 5 relating to loans given as per the standalone financial statements for the year ended March 31, 2023.

22. Risk management

Details on Risk Management is annexed as Annexure-5 to this Report.

23. Internal financial controls

During the year under review, Governance Risks and Controls (GRC) team has conducted detailed review of policies as per the direction of the management of the Company, to simplify the process and ensuring adherence. The GRC team also undertook comprehensive review of existing controls (SOX & non-SOX controls) and added attributes wherever required to ensure that controls are in alignment with the laid down policies and practices and meeting the global benchmark. It has been shared with the statutory auditors who have confirmed their alignment. The controls with additional attributes have been tested both by Management tester and by the Statutory auditors for its effectiveness. The Board after considering the materials placed before it reviewed the confirmation received from external parties and reviewed the effectiveness of the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to Companys policy, safeguarding its assets, prevention and detection of frauds and errors and completeness of accounting records and timely preparation of financial statements. The Board has satisfied itself that the Company has laid down internal financial controls which are commensurate with the size of the Company and that such internal financial controls are broadly adequate and are operating effectively. The certification by the statutory auditors on internal financial control forms part of the audit report. A statement to this effect is also appearing in the Directors Responsibility Statement.

24. Corporate social responsibility

Information on the composition of the Corporate Social Responsibility and Environmental, Social and Governance Committee (CSR & ESG) is provided in the Corporate Governance Report that forms part of this Report. Furthermore, as required by Section 135 of the Companies Act, 2013 and the rules made thereunder, additional information on the policy and implementation of CSR activities by your Company during the year are provided in Annexure-6 to this Report.

25. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure-7 to this Report.

26. Details of significant and material orders passed by the regulators or courts impacting the going concern status and Companys operations in future pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014

The Company has not received any significant or material order passed by regulators or courts or tribunals impacting the Companys going concern status or the Companys operations in future. The details of notices received from regulatory authorities and related matters have been disclosed as part of note no. 40 to the audited standalone financial statements for the year ended March 31, 2023 and as note no. 42 of the consolidated financial statements for the year ended March 31, 2023.

27. Disclosure as required under section 22 of Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA), the Company has designed and implemented a comprehensive policy and framework to promote a safe and secure work environment, where every person at the workplace is treated with dignity and respect. Moreover, the Companys policy is inclusive and gender neutral. Further, the complaint redressal mechanism detailed in the policy ensures complete anonymity and confidentiality to the parties.

Internal Committees (IC) have been constituted and each Internal Committee has appointed members who are employees of the Company and an independent external member, having extensive experience in the field. The Internal Committees meet on a half yearly basis to discuss matters on policy awareness, best practices, judicial trends, etc. During the year, Internal Committees have also been trained on nuances of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Committees role is to consider and resolve the complaints reported on sexual harassment at workplace. Investigation is conducted and decisions are made by the Internal Committees at the respective location, and a senior woman employee is the presiding officer on every case.

i) Number of complaints filed during the financial year: 2 (Two) complaints received

ii) Number of complaints disposed off during the financial year: 1 (One)

iii) Number of complaints pending as on end of the financial year: 1 (One) under progress

To build awareness in this area, the Company has been publishing newsletters, emailers, posters, conducting online training modules and monthly induction training for newly joined employees. Besides the refresher, virtual training programmes are conducted in the organization on a continuous basis for employees (including blue collared employees), consultants, contractual employees and permanent/contractual workers in regional languages. The Internal Committee has also conducted informal sessions to check the pulse at the grassroot levels.

28. Business Responsibility and Sustainability Report (BRSR)

In accordance with the SEBI (LODR) Regulations, 2015, the BRSR for the year under review is annexed separately which forms part of this annual report.

29. Other Disclosures

a. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued any sweat equity shares to its directors or employees.

c. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

d. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

30. Directors responsibility report

Pursuant to section 134 (5) of the Companies Act, 2013 in relation to financial statements (together with the notes to such financial statements) for the financial year 2022-23, the Board of Directors report that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

(ii) the Directors 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 as at March 31, 2023 and of the profit of the Company for year ended on that date;

(iii) the Directors have taken proper and sufficient care for the 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;

(iv) the Directors have prepared the financial statements on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company commensurate with the size and nature of its business and the complexity of its operations and that such internal financial controls are adequate and are operating effectively.

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws by implementing an automated process having comprehensive systems and securing reports of statutory compliances periodically from the functional units and that such systems are adequate and are operating effectively.

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

	By Order of the Board Mahendra Kumar Sharma
Place : Mumbai	Chairman
Date : May 18, 2023	DIN: 00327684