The Directors are pleased to present the 63^rd Annual Report along with the Audited Financial Statements of your Company for the financial year ("FY”) ended March 31,2024 ("FY 2023-24/FY 2024”).

FINANCIAL HIGHLIGHTS

The Company's Financial Performance (Standalone & Consolidated) for the FY 2023-24 is summarized below;

PERFORMANCE HIGHLIGHTS

The Performance Highlights on Standalone and Consolidated basis for the FY 2023-24 of the Company are as under:

STANDALONE BASIS

During the FY 2024, the gross turnover including other Income on standalone basis of the Company was Rs.50,837.28 lakhs. The Profit before Interest, Depreciation and Tax (PBITDA) of the Company was Rs.8,046.58 in 2023-24. The Earnings Per share

was Rs. 91.62 per share during the year under review. The Net worth of the Company for FY 2023-24 was Rs.29,266.57 lakhs.

CONSOLIDATED BASIS

The gross turnover including other Income on consolid ated basis of the Company was Rs.56,660.56 lakhs. The Profit before Interest, Depreciation and Tax (PBITDA) of the Company was Rs.9,614.64 lakhs in 2023-24 and the Earnings Per share was Rs. 113.75 per share during the year under review.

OPERATIONS

In the FY 2024, the Company has worked on the new Industrial Ideas and Product portfolios. The Company is aggressively expanding its capacity in terms of manpower, land parcel, machineries and product range. In the FY 2024, a new Product of Passenger Boarding Bridge has been introduced to cope with the passenger boarding requirement at Airports and Seaports.

The Company has started manufacturing and fabricating the components for the Torre-faction plants on the design provided by the customers that enhances the quality of biomass by converting it into a more energy-dense, storable, and transportable form.

This business vertical of Biomass, Biofuel and Pellets will open potential avenues for the Company to enter into the new business domain that will significantly elevate the Company's overall revenue over the coming period.

Apart from this, sincere efforts have been made by the Company to tie up with other Industrial magnets across various parts of the world.

DIVIDEND

Directors are pleased to recommend a Dividend @ 60 % i.e. 3/- per equity share having a Face Value of Rs.5/- each as final dividend for the FY 2024. The Payment of Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The dividend, subject to its declaration, will be distributed to shareholders whose names appear on the Register of Members on Wednesday, August 28, 2024.

Based on the total number of Equity Shares of the Company, the dividend, if approved would result in a cash outflow of Rs.156 Lakhs. Pursuant to the Finance Act, 2020, dividend income is taxable in

the hands of the shareholders effective from April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from August 29, 2024 to September 04, 2024 (both days inclusive) for the purpose of payment of dividend and AGM of FY 2023-24.

TRANSFER OF RESERVES

Out of the amount available for appropriations for the FY 2023-24, the Company has transferred Rs.5,000.00 Lakhs to its General Reserves.

DEPOSITS

During the FY 2023-24, the Company did not invite or accept any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

SUBSIDIARIES OF THE COMPANY

The Board of Directors at its meeting held on May 29, 2024, approved the Audited Standalone and Consolidated Financial Statements for the FY 2023-24 which includes financial information of all its subsidiaries, and forms part of this report.

The Consolidated Financial Statements of your Company for the FY 2023-24, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary Companies is attached to the Financial Statement in Form AOC-1 as Annexure-A.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements,

including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.baiaingp.com. These documents will also be available for inspection during business hours at the registered office of the Company.

The Company has the following two Wholly Owned Foreign Subsidiaries:

1) Bajaj Coneagle LLC, Alabama, USA;

2) Bajaj Steel Industries (U) Ltd., Uganda

threshold s l aid d own u nd er the Listing Regulations.

CREDIT RATING

During the year under review, the domestic rating agency "CRISIL” has reviewed and rated the Company's long term & short term ratings in the below manner:

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no such change in the nature of business of the Company during the reporting period.

AUDITORSSTATUTORY AUDITORS

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur, (FRN: 305123E), were appointed as Statutory Auditors of the Company at the 61^st AGM to hold their office till the conclusion of 66^th AGM of the Company and they have successfully conducted Statutory Audit of the Financial Statements of the Company for the FY ended 2023-24.

AUDITORS' REPORT

The Auditor's Report for the FY 2023-24 on the financial statements of the Company is attached to this Annual Report. The notes on Financial Statements referred in the Annual Report are selfexplanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

During the year under review, in accordance with Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government. These cost records were audited by M/s Rakesh Misra & Co., (Firm Reg. No. 000249), Cost Accountants, Kanpur, for the FY 2023-24. The Cost Auditors' Report of FY 2024 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.

Further, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee have re-appointed M/s Rakesh Misra &

Co., (Firm Reg. No. 000249), Cost Accountants, Kanpur, as the Cost Auditor of the Company for the Financial Year 2024-25. The remuneration payable to the Cost Auditor is subject to ratification of Shareholders at the ensuing AGM of the Company.

INTERNAL AUDITOR

The Internal Audit of the Company for the FY 202324 was undertaken by the Internal Auditors M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur. Further, there were no adverse remarks or qualification received from the Internal Auditors. The Internal Auditors reports directly to the Audit Committee of the Company and the internal audit was completed as per the scope defined by the said Committee from time to time.

Further on the recommendation of the Audit Committee, M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur, were reappointed as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 to carry out the Internal Audit of the functions and activities of the Company for the FY 2024-25.

SECRETARIAL AUDITOR

The Company had appointed M/s Siddharth Sipani & Associates, Practicing Company Secretaries, Nagpur, to conduct the Secretarial Audit for the FY 2023-24, as prescribed under Section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report in the prescribed Form MR-3 for FY 2023-24 as furnished by M/s Siddharth Sipani & Associates is annexed to this Report as Annexure-B.

Further, the Secretarial Auditors have made the following observation in their Report and the Board's explanation thereof is as under:

Observation:

Promoter's Holding is not fully maintained in the dematerialized form as required under SEBI (LODR) Regulations, 2015 as on March 31,2024.

Board's Explanation/Comments:

The Promoters whose shareholding were not in electronic form have now been re-classified into Public category shareholders during the FY 202425 in compliance with Regulation 31A of the SEBI (LODR) Regulations, 2015 and pursuant to BSE's approval dated June 26, 2024. Therefore, as on the date 100% shareholding of the Promoter and the Promoters group is being maintained in demat form.

FRAUDS REPORTED BY AUDITOR

During the year under review, there were no instances of frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The Company's internal control systems commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. These internal financial controls, are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

BUSINESS RISK MANAGEMENT

Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate

Policies. The identified elements of Risk and Risk Mitigation measures are periodically reviewed / revised by the Board of Directors as and when the need arises.

SHARE CAPITAL

During the FY 2024, the paid-up Equity Share Capital was Rs.260 Lakhs. Further, during the year under review, the Company did not issue any shares and grant stock options or sweat equity shares to the employees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has disclosed the details relating to the Loans, Guarantees or Investments, as defined under Section 186 of the Companies Act, 2013, in the Notes to the Financial Statement which forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Policy on the Materiality of Related Party Transaction (RPT) and dealing thereof which is also available on the Company's website at https://baiaingp.com/investor -relations/guidelines-code-policy/.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all the transactions between the Company and its Related Parties. All the RPTs are placed before the Audit Committee for its approval, review and ratification. Prior omnibus approval is obtained for RPTs on a yearly basis for the transactions which are of repetitive nature and/or entered in the ordinary course of business at arm's length.

All the RPTs entered during the year were in ordinary course of the business and at arm's length basis. No Material RPTs, as per the materiality

threshold adopted by the Board of Directors, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

However, the particulars of all the RPTs in terms of IND AS 24 are forming part of the financial statements.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company understands that its ability to emerge as a customer-centric organization hinges completely on the dedication and commitment of its human resources to uphold the Company's values. Further, relationship with the employees were cordial throughout the year.

Shri Deepak Batra served as an Independent Director of the Company for the two (2) consecutive terms of five (5) years each and pursuant to his terms of appointment and Section 149 of the Companies Act, 2013 read with relevant rules made thereunder and SEBI Listing Regulations, 2015, he got retired from his office from the closing hours of August 26, 2023, on the completion of his 2^nd consecutive term.

Shri Deepak Batra is a Chartered Accountant and has decades of experience in the field of finance, taxation and accounts. Therefore, looking at his valuable guidance and core skills & competencies over Financial Management, his fresh appointment as an Additional Non-Executive Director of the Company was recommended by the Nomination & Remuneration Committee subject to condition that he will no longer eligible to be appointed as an Independent Director of the Company for any future term. Accordingly, Shri Deepak Batra was appointed as an Additional NonExecutive Director by the Board of Directors of the Company through circular resolution passed on October 10, 2023 and the said appointment was subsequently regularized by the shareholders through Postal Ballot passed on November 30, 2023.

Further, Smt. Bhanupriya Thakur had served as Non-Executive Director of the Company. However, due to her personal concerns she wish to continue in the Company as Independent Director of the Company and as per the sections and provisions of the Companies Act, 2013, she complied with the said provisions to act as Independent Director and accordingly she had tendered the resignation from her office which was given effect from October 10, 2023.

Further, after looking at her experience and previous contribution to the Board in terms of her skills and based on the recommendation of Nomination & Remuneration Committee, the Board of Directors had appointed her as an Additional Non-Executive Independent Director of the Company through circular resolution dated

October 10, 2023. Accordingly, the said appointment was subsequently approved by the shareholders of the Company through the Postal Ballot passed on November 30, 2023, regularizing her office from October 10, 2023 to October 09, 2028 (both days inclusive), not liable to retire by rotation.

Further, to maintain the composition of the Board in terms of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations, 2015, the Board of Directors had appointed Shri Pankaj K. Agrawal and Shri Rakesh Kumar Khator as an Additional Non-Executive Independent Director(s) of the Company w.e.f. February 07, 2024 and March 23, 2024 respectively.

Accordingly, the shareholders regularized the appointment of Shri Pankaj K. Agrawal w.e.f. February 07, 2024 to February 06, 2029 (both days inclusive) and Shri Rakesh Kumar Khator w.e.f. March 23, 2024 to March 22, 2027 (both days inclusive) as Non-Executive Independent Director(s) of the Company, not liable to retire by rotation.

Further, pursuant to the terms of appointment and Section 149(6) of the Companies Act, 2013 read with relevant rules made thereunder (including any statutory modifications or reenactments thereof) and the SEBI Listing Regulations, 2015 and on the completion of second term of appointment, all three Directors i.e. Shri Rajiv Ranka, Shri Alok Goenka and Shri Mohan Agrawal, got retired from their office as NonExecutive Independent Director(s) of the Company w.e.f. the closing of business hours of March 31,2024.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board indicating that they comply with all the requirements that are stipulated in Section 149(6) of the Companies Act,

2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015 so as to qualify themselves to act as Independent Directors of the Company. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors of the Company have complied with the requirements of the provisions in relation to the Independent Directors Databank as stated in the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time.

BOARD EVALUATION

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Board, was carried out as per the criteria and process approved by Nomination & Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees and Directors individually. The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations.

The performance evaluation of the NonIndependent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.

ANNUAL RETURN

The Annual Return for the Financial Year 2023-24 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company's website at the link https://baiaingp.com/investor-relations/annual-report/.

CORPORATE GOVERNANCE REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, 2015, a Report on Corporate Governance along with the Auditors' Certificate confirming compliance is attached and forms part of this Report.

A report of the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as required by SEBI Listing Regulations, 2015 is also obtained by the Company and attached to this report.

CORPORATE SOCIAL RESPONSIBILITY ('CSR')

As required under section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. CSR Policy is available on the Company's website: https://baiaingp.com/investor-relations/guidelines-code-policv/. The annual report on CSR activities during the FY 2024 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are given in Annexure C-I and C-II forming part of this Report.

BOARD MEETINGS

The Board of Directors met 6 (Six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

A detailed disclosure on the Board, its committees, its composition, and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is mentioned in the Report on Corporate Governance which forms part of this Annual Report.

VIGIL MECHANISM

The Company has established a vigil mechanism pursuant to the requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. No personnel have been denied access to the chairman of the Audit Committee to report genuine concerns. Establishment of vigil mechanism is hosted on the website of the Company under the web link at https://baiaingp.com/investor-relations/guidelines-code-policy/.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is an endeavor of the Management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has also constituted Internal Complaints Committees to consider and resolve the complaints related to sexual harassment. Information regarding the same is also provided in the Corporate Governance Report forming part of

Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during FY 2024.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure 'D' to this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, in terms of the first provision of Section 136(1) of the Act, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company, any shareholder interested in obtaining a copy of the same may write to the Company Secretary on email id : cs legal@baiaingp.com and and the copy will be made available toany Memberonhi s/ her request

TRANSFER OF UNCLAIMED AMOUNTS / SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority.

The Members who have a claim on above dividends and/or shares are requested to follow the below process:

1. Submit self-attested copies of documents provided in IEPF 5 helpkit, which is available on IEPF website (www.iepf.gov.in) to the Company/ Registrar and Transfer Agent (RTA).

2. After verification of the aforesaid documents submitted, Company/RTA will issue an entitlement letter.

3. File Form IEPF-5 on IEPF website and send self-attested copies of IEPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to Company/RTA.

4. On receipt of the physical documents mentioned above, Company will submit e-Verification report, for further processing by the IEPF Authority

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information relating to the foregoing matters is as under:

CONSERVATION OF ENERGY AND GREEN TECHNOLOGY/ INITIATIVES

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to the protect environment. Energy conservation is achieved through optimized consumption of power and improvements in energy productivity.

1. Replacement of all halogen type lights by LED lamps across all the factory locations.

2. Variable Frequency Drive (VFD) installed in the maximum lathe and hoist system

3. Energy saving fans and office bulbs installed across all the plants and offices to reduce the overall energy consumption.

The Company is aggressively undertaking plantation activity across all the manufacturing plants and offices. Further, by adopting sustainable practices, we aim to minimize our environmental impact and contribute to a greener future.

RESEARCH AND DEVLOPMENT (R&D)

The R&D division of the Company has carried out the research & development during the FY 2024 and the details of the same are as under:

a. Specific areas in which R&D was carried out by the Company1. Bajaj Cotton Seed Dryer:

• Capacity: 150 TPD

• Wood/Solid Fuel Hot Air Generator, Capacity: 10 Lakh Kcal

2. Gin Moisture Management System:

• Real-time moisture measurement and control in cotton gin

• Real-time raw cotton moisture sensor

• Bale moisture scanner (contactless)

• Moisture monitoring system

3. Bajaj Cotton Classifier/Testing Instrument

(High Volume Instrument):

• Mic and colour modules are under continuous testing

• Length and strength measurement system is mechanically developed

4. Moisture GSM Data Logger:

• Customers receive moisture information via SM

b. Benefits derived as a result of the above

R&D

1. Bajaj Cotton Seed Dryer:

• Commercially valuable products supplied to customers

• Improved cotton seed procuring capacities

• Enhanced quality and quantity of output products such as oil and cake

• Reduction in Free Fatty Acids (FFA) observed

2. Gin Moisture Management System:

• Helps to maintain moisture throughout the gin process without human intervention, improving cotton fiber quality and production capacities

c. Future Plan of action

The R&D division is planning to undertake

initiatives for the following New Product

Development:

• Air management system forgin

• Air tool system and choke finder

• Cotton classifier/Testing instrument -length and strength measurement and

complete integration of all HVI/CTI modules

• Standalone mic and colour instrument

• Special type of burner development for humidifiers to capture the USA market

• Development or collaboration for cotton fiber contamination cleaning systems

• Enhancement in solid fuel HAG for better fuel efficiency

TECHNOLOGY ABSORPTION

The Company manufactures the ginning machineries/equipment in-house via the technology acquired from Continental Eagle Corporation, USA. The Company has technical collaboration with Central Institute for Research on Cotton Technology (CIRCOT) and is currently developing new products such as Dryers and Humidification Systems.

Your Company is technological driven organization that continuously works on the technical front to make its products more competent in the market. Under the able leadership and guidance of Dr. M.K. Sharma, Whole Time Director & CEO of the Company, various R&D activities are being undertaken to develop the existing product line and to manufacture the new ones to expand the Company's product portfolio.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earned and used during the financial year 2023-24

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited. Further, the Company's equity shares have been voluntarily delisted from the trading platform of Calcutta Stock Exchange Limited (CSE) pursuant to regulation 5 & 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021 and delisting order of CSE dated March 05, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and quasi-judicial bodies, impacting the going concern status and Company's operations in the future.

DETAILS OF APPLICATION MADE OR ANY P R O C E E D I N G P E N D I N G U N D E R T H E INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application has been made under the Insolvency and Bankruptcy Code, 2016 and hence the disclosure is not applicable to the Company for the period under review.

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

No such incident took place during the reporting year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India ('ICSI') to

ensure compliance with all the applicable provisions read together with the relevant circulars issued by the Ministry of Corporate Affairs.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that:

1. In the preparation of Annual Accounts for the FY 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws;

2. 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 at the end of the financial year and of the profit of the Company for that year on that period;

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

4. Annual Accounts have been prepared on a going concern basis;

5. Internal financial controls were in place which were adequate and were operating effectively; and

6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively.

CEO/CFO CERTIFICATION

The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) have issued a certificate pursuant to the provisions of Regulation 17 (8) of the Listing Regulations certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs, which has been reviewed by the Audit Committee and taken on record by the Board.

CAUTIONARY STATEMENT

It is to be noted that in accordance with relevant securities laws and regulations, certain comments in the Management Discussion and Analysis section may be regarded to be "forward-looking statements” with respect to Company's objectives, plans, estimates and expectations.

It is crucial to recognize that the actual results achieved may significantly deviate from the expressed or implied statements. Company's operations are subject to various influential factors, including economic developments within the country, industry-specific demand and supply conditions, fluctuations in input prices, modifications in government regulations and tax laws, as well as additional considerations such as litigation and industrial relations.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the Company's employees for their c on t ri bu t i o n towa rd s t h e C om pa n y 's performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.