2. FINANCIAL HIGHLIGHTS

During the Financial Year 2023-24, the total income was Rs. 256,868 Lakhs as compared to Rs. 294,380 Lakhs in the previous Financial Year 2022-23.

The revenue from operations was Rs. 255,171 Lakhs as compared to Rs. 292,751 Lakhs in the previous Financial Year 2022-23, decrease by 12.83%.

Profit before tax (PBT) during the year was Rs.12,803 Lakhs as compared to Rs. 16,538 Lakhs in the previous Financial Year 2022-23, a decrease of 22.58%.

The total comprehensive income stood at Rs. 9,674 Lakhs as compared to Rs. 12,165 Lakhs in the previous Financial Year 2022-23, a decrease of 20.48%.

Capital expenditure incurred during the year amounted to Rs. 4,016 Lakhs as compared to Rs. 12,125 Lakhs in the previous

Financial Year 2022-23. The interest and other finance cost was Rs. 424 Lakhs as compared to Rs. 387 Lakhs in the previous Financial Year 2022-23.

3. OPERATIONS

The Company manufactures and sells automotive tyres viz. farm tyres and commercial truck tyres at its Ballabgarh plant. The Company also markets and sells passenger car tyres which are manufactured by Goodyear South Asia Tyres Private Limited ('GSATPL'), Aurangabad, in the replacement market. Other products which the Company markets and sells include tubes and flaps.

Farm business experienced revenue de-growth in Financial Year 2023-24, with a concurrent decline in industry volumes. During the year, the farm industry experienced a downturn attributed to unpredictable weather patterns, notably an erratic monsoon caused by El Nino, along with inadequate rainfall. These factors had a detrimental impact on agricultural productivity and rural income, exacerbating rural distress. The Central Water Commission reported lower reservoir levels compared to Financial Year 2022-23 and the 10-year average, further contributing to an atmosphere of uncertainty.

However, despite these challenges, the Farm OE Business remained committed to maintaining its leadership position through excellence in operational efficiency and key account management to ensure superior customer service.

Within the Farm Replacement segment, efforts were directed at sustaining distribution footprint and channel extraction, while also prioritizing product quality and enhancing consumer satisfaction. This approach ensured that Goodyear tyres were easy to buy, own and recommend.

The Company has preserved its leadership in the Farm business thanks to these initiatives and support by a best-in-class team.

Rural stress also impacted the Consumer replacement side of the business as affirmed by GDP data for the year indicating weak consumption-led growth. Lower consumption and higher inflationary pressures had a negative impact on discretionary income, hampering growth in the Consumer Replacement industry.

In the face of volatility and uncertainty, Consumer Replacement business continues to grow in the target market segments through the following key initiatives:

• Building distribution and expanding reach to ensure wider spread availability of Goodyear products to its consumers.

• Launch of technologically superior products like Assurance Maxguard in passenger segment.

• Leveraging technology & analytics to enhance customer connect and productivity.

4. DIVIDEND

The Board has recommended a final dividend of Rs. 15/- per equity share amounting to Rs. 3,460 lakhs for the Financial

Year 2023-24 as against final dividend of Rs. 26.50/- per equity share, in the previous Financial Year 2022-23.

The total dividend for the Financial Year 2023-24 aggregates to Rs. 9,457 lakhs, which includes Special Interim Dividend of Rs. 26/- per equity share paid in February 2024. The Special Interim Dividend was paid to the eligible members within the stipulated time-period from the date of declaration.

The Dividend recommendation is in accordance with the Dividend Distribution Policy of the Company available at the Investors Relations section on the Company's website at www.goodyear.co.in/investor-relations

The final dividend of Rs. 15/- per equity share, as recommended by the Board for the Financial Year 2023-24, shall be paid to the eligible members within the stipulated time-period, if approved at the ensuing Annual General Meeting (AGM) of the Company.

5. TRANSFER TO GENERAL RESERVE

During the Financial Year 2023-24, the Company has not transferred any amount towards General Reserve.

6. AWARDS AND RECOGNITIONS

The Company was felicitated by CII Foundation at their national workshop on Clean and Green Solutions for Rice Straw Management in September 2023 for its CSR initiative Cleaner Air for Better Life to curb stubble burning in Barnala, Punjab.

7. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 ("the Act”), the Directors make the following statements that:

(i) in the preparation of the annual accounts for the Financial Year 2023-24, the applicable accounting standards have been followed and that there are no material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;

(iii) proper and sufficient care have 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 for the Financial Year 2023-24 have been prepared on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. FUTURE OUTLOOK Indian Economy

Maintaining the strong momentum from the previous year, India's future outlook remains positive, with most institutions forecasting a GDP growth rate between 6.5% and 7.8% for the year 2024.

A strong domestic market fueled by a growing middle class with rising disposable income is a key pillar of India's economic growth. The demand for luxury and high-end products and services is experiencing a significant uptick, outpacing that of mass-market goods. With the growing middle and upper classes along with higher disposable incomes, this pattern is anticipated to persist, potentially fueling private consumption expenditure moving forward. This robust demand is further bolstered by Government spending on infrastructure upgrades and social welfare programs, which are expected to stimulate economic activity and create a positive business environment.

Despite a positive economic outlook, India needs to maintain a watchful eye on prevailing as well as emerging challenges. Rising global commodity prices, exacerbated by geopolitical tensions, pose a significant challenge to India's economic stability, fueling inflationary pressures and requiring RBI to maintain a tight monetary policy. Concurrently, effective management of India's fiscal deficit becomes imperative to safeguard long-term economic stability amidst uncertainties in supply chains and import costs. In navigating these multifaceted challenges, prudent fiscal and monetary policies will be pivotal to ensure resilience and sustainable growth in the Indian economy.

Farm Segment:

India's farm sector outlook is promising, with both Skymet and the India Meteorological Department (IMD) anticipating a normal monsoon across the country for the current year. Skymet highlights that the transition from El Nino to La Nina conditions is underway, which is expected to enhance monsoon circulation.

CRISIL indicates that this forecast bodes well for inflation, considering that high food inflation has been an issue over the past two fiscal years. Furthermore, normal rainfall will assist in replenishing water reservoirs, currently below their normal levels, and support rabi production. The Indian banking sector forecasts a surge in demand for various crop production activities, including the purchase of essential farm machinery. This anticipated uptick in agricultural activity is poised to contribute to the broader economic recovery and stability of rural areas.

Additionally, the Government remains committed to supporting agricultural growth by consistently allocating sufficient funding and implementing various schemes and policy interventions. As outlined in the interim budget by Government of India, the allocation to the Ministry of Agriculture and Farmers' Welfare shows a modest increase, rising from Rs. 1,26,666 crores in Financial Year 2023-24 to Rs. 1,27,470 crores in the upcoming

fiscal year. However, a more positive sign is the significant boost in funding for the Pradhan Mantri Krishi Sinchai Yojana (PMKSY), a key irrigation scheme. This scheme's allocation is set to increase by around 30% compared to Financial Year 2023-24, suggesting a potential focus on improving water management in agriculture.

Several tailwinds are expected to propel growth in the farm sector. The Government's strong focus on enhancing rural income through increased Minimum Support Prices (MSP) is likely to incentivize production and boost farmer morale. Furthermore, India's lower tractor penetration rate compared to developed economies, coupled with a growing labor shortage, presents a significant opportunity for farm mechanization. Finally, the Government's continued investment in improving rural infrastructure, including roads and irrigation facilities, will further strengthen the agricultural sector by streamlining logistics and enhancing farm productivity.

Consumer Replacement Segment:

Consumer Replacement tyre industry is projected to see moderate growth in Financial Year 2024-25 which is primarily a result of lower car sales growth during the pandemic period. However, the growth rates will bounce back in mid to long term driven by the favorable demographics and low car penetration in India.

SUVs and compact SUV segments are gaining popularity over hatchbacks, which were traditionally dominant. The market for premium cars is also growing steadily, with established luxury brands and new entrants vying for share. Soaring disposable incomes and a burgeoning middle and upper class are driving a surge in demand for this segment, fueled further by a relatively younger generation entering the buyer pool.

Though in its early stages, the EV market is experiencing a surge in interest, fueled by Government incentives and rising fuel prices. This burgeoning segment presents a unique set of needs for manufacturers to address. All these segments (Luxury, SUV & EV) have been identified as target market segments by your company and all organizational efforts are geared towards winning in these segments.

Overall, the consumer replacement tyre industry in India presents a positive outlook. A sizeable and expanding vehicle population, coupled with rising consumer awareness and a growing preference for quality tires, create a favorable market environment.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

Appointment/Re-appointment and/or Cessation/Resignation of Directors and KMP:

There was no change in the Board composition during the Financial Year 2023-24, however, after March 31, 2024 till the date of this report there are some changes in the Board composition which are as follows :

(i) The second term of Ms. Sudha Ravi (DIN: 06764496) as Independent Non-Executive Director of the Company shall

come to an end from the close of business hours on June

06, 2024

(ii) The Board of Directors at its meeting held on April 11, 2024 appointed Ms. Uma Ratnam Krishnan (DIN: 00370425) as an Independent Non-Executive Director of the Company for a term of 5 consecutive years effective from June

07, 2024 subject to the approval of the members. The Company is in the process to get the approval from the members though Postal Ballot process and results of the postal ballot shall be announced on or before May 30, 2024.

(iii) Ms. Nicole Amanda Nuttall (DIN: 08164858) has resigned as Non-Executive Director of the Company from the close of business hours on May 31, 2024.

(iv) The Board of Directors at its meeting held on May 27, 2024 appointed Mr. Nitesh Kumar Jain (DIN: 101615116) as an Additional Non-Executive Director w.e.f. June 01, 2024 and who holds office till the date of ensuing AGM. The Company has received requisite notice from a Member under section 160 of the Act, proposing the appointment of Mr. Nitesh Kumar Jain as a Director at the AGM. Accordingly, the Board recommends his appointment.

(v) Mr. Manish Mundra (DIN: 08724646) has resigned as Whole Time Director and Chief Financial Officer of the Company from the close of business hours on June 30, 2024. He shall also cease to be the Key Managerial Personnel of the Company from the close of business hours of June 30, 2024.

None of the Director is disqualified from being appointed as or holding office of Directors as stipulated in Section 164 of the Act.

Pursuant to Section 149(6) and 149(7) of the Act and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) 2015”], the Company has received a declaration of independence from all the Independent Directors that they have complied with the criteria of independence and are not disqualified from continuing as Independent Directors as of March 31, 2024. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Sandeep Mahajan (DIN: 08627456), Chairman and Managing Director of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board has recommended his re-appointment to the Members.

A brief resume of the Director proposed to be re-appointed, his expertise in specific functional areas, names of companies in which he holds directorships, Committee membership/s /Chairmanship/s, shareholding etc. as stipulated under Secretarial Standard-2 issued by the Institute of Companies Secretaries of India (ICSI) and Regulation 36(3) of the SEBI LODR, 2015, is appended as an Annexure to the Notice of the ensuing AGM.

During the Financial Year 2023-24, the Board, basis recommendation received from the Nomination & Remuneration Committee ('NRC'), have carried out the annual performance evaluation. The evaluation has been carried out through a questionnaire, formulated by NRC, covering various evaluation criteria, like Board composition, meeting of Board and participation of Board members, functions of the Board, committee(s) composition, functions of the committee(s), common understanding of roles & responsibilities; the Board's review and guidance on corporate strategies such as restructuring, major plans and policies, budgets, performance and expenditure, etc. Feedback was sought from each Director in the said questionnaire based on the framework and, thereafter, a summary of such performance evaluation, compiled by the Company Secretary, was reviewed and noted by the Board.

The Nomination & Remuneration Policy of the Company consists of the criteria for appointment of Board members, Key Managerial Personnel and Senior Management of the Company, performance evaluation and succession planning process. Some of the indicators for appointment of Directors, Key Managerial Personnel and Senior Management includes criteria for determining qualifications (educational, expertise etc.) and remuneration, positive attributes (personal qualities & characteristics, reputation etc.) with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The same is available on the website of the Company at www.goodvear.co.in/investor-relations.

The details under Schedule V Part ll, Section (ll) (IV) of the Act are disclosed in the Corporate Governance Report annexed as part of Annual Report.

10. A. BOARD MEETINGS

During the Financial Year 2023-24, 4 (four) Board Meetings were held, and details of Board and Committee meetings attended by each Director are disclosed in the Corporate Governance Report annexed as part of Annual Report.

B. AUDIT COMMITTEE

The Board has duly constituted the Audit Committee and the details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report. Further, all the recommendation from the Audit Committee were accepted by the Board.

11. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2023-2024.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans, guarantees or made investments within the meaning of Section 186 of the Act during the Financial Year 2023-24.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the Financial Year 2023-24 were in the ordinary course of business and on arm's length basis. All transactions with related parties were placed before Audit Committee. Audit Committee has also provided omnibus approval for related party transactions on an annual basis which are of repetitive nature. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as 'Annexure-A' to this Report.

The Policy on dealing with Related Party Transactions is available at the Investors Relations section on the Company's website at www.goodyear.co.in/investor-relations.

14. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules made thereunder, the Annual Return of the Company for the Financial Year ended March 31, 2024 is available at the Investors Relations section on the Company's website at www.goodyear.co.in/investor-relations.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have a Subsidiary, Joint Venture or Associate Company.

16. AUDITORS

(i) Statutory Auditors and their Report

In accordance with the provisions of the Act and rules made thereunder Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018) were re-appointed as Statutory Auditors to hold office from the conclusion of the 61^st Annual General Meeting (AGM) held on August 01, 2022, until the conclusion of the 66^th AGM to be held in the year 2027. There are no qualifications, reservations or adverse remarks and disclaimers made by Deloitte Haskins & Sells LLP, the Statutory Auditors, in their Audit Report for the Financial Year 2023-24. Further, there was no fraud reported by the Auditors of the Company for the Financial Year 2023-24. Therefore, no detail is required to be disclosed under Section 134(3) (ca) read with Section 143(13) of the Act.

The books of account along with other relevant records and papers of the Company are being maintained in electronic mode and these are accessible in India at all

times. Further, in continuation of our clarification in previous year's Board's report with respect to maintaining back-up of books of account on daily basis, the Company has implemented the same during the Financial Year 2023-24.

The Company has used accounting software for maintaining its books of account for the Financial Year ended March 31, 2024 wherein the accounting software is having audit trail (edit logs) feature of capturing logs for transactions processed through transaction codes (user interface) and the same has operated throughout the year for all relevant transactions recorded in the software, except for direct changes to certain tables at application level and for that the Company is exploring the options to implement. Statutory Auditors of the Company has also mentioned in their Report that during the course of the audit, they did not come across any instance of the audit trail feature being tampered with respect of the transactions posted through transaction codes in accounting software for which the audit trail feature was operating.

(ii) Cost Auditors and their Report

Pursuant to the Section 148 of the Act read with applicable rules made thereunder and on recommendation of Audit Committee of the Company, M/s Vijender Sharma & Co. (FRN: 000180), Cost Accountants, were re-appointed by the Board as Cost Auditors for conducting the audit of the cost records maintained by the Company for the Financial Year 2024-25, subject to ratification of remuneration by the Members in the ensuing AGM. The Company had received a Consent from Cost Auditors to the effect that their re-appointment would be within the limits prescribed under section 141(3) of the Act and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Act.

Further, there was no fraud reported by the Cost Auditors of the Company for the Financial Year 2023-24. Therefore, no detail is required to be disclosed under Section 134(3)(ca) read with Section 143(13) of the Act.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Act are made and maintained by the Company.

(iii) Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the Act, the Secretarial Audit Report is annexed herewith as 'Annexure-B' to this Report duly certified by Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), as Secretarial Auditors of the Company.

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

Further, there was no fraud reported by the Secretarial Auditors of the Company for the Financial Year 2023- 24. Therefore, no detail is required to be disclosed under Section 134(3)(ca) read with Section 143(13) of the Act.

17. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company, which is based on applicable guidance on Internal Financial Control, is adequate and effective. The Internal Financial Controls and its adequacy and operating effectiveness is included in the Management Discussion and Analysis Report annexed as 'Annexure C', forming a part of this Report.

18. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has formulated its Vigil Mechanism (Whistle Blower Policy) to deal with concerns/complaints of Directors and employees, if any. The details of the Policy are also provided in the Corporate Governance Report annexed as part of Annual Report and the Policy is available at the Investors Relations section on the Company's website at www.goodvear.co.in/ investor-relations.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (LODR) 2015, a detailed Management Discussion & Analysis Report forming part of the Annual Report is annexed as 'Annexure-C' to this Report.

20. HUMAN RESOURCES

Industrial Relations

Industrial harmony was maintained during the year through peaceful and productive employee relations, the Collective Bargaining Agreement discussions with the union are concluded. To augment the skills of employees, multiple training sessions were imparted to employees on matters related to ethics and compliance, discipline, safety of the employees and environmental awareness. Wide-ranging employee engagement initiatives e.g., skip level connects, career assessment centers, celebrations of milestone & festivals were organized to sustain the engagement levels of employees, which led to Goodyear India Ltd. being named as one of the best "Organizations to work for women” by Economic Times in September 2022 and getting re-certified as a "Great Place to Work” in March 2023.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has continuously strived to be a socially, ethically and environmentally responsible corporate entity. In Financial Year 2023-24, the Company invested in CSR projects on Environment Sustainability. Implementation of these projects were carried out through various implementation partners with expertise in Environment related projects being carried out in the communities of Faridabad, Haryana and Barnala, Punjab where the Company's manufacturing facilities and business operations are located.

The annual report on CSR activities as required under the Act and rules made thereunder including the CSR activities undertaken by the Company during the year are set out in 'Annexure-D' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the CSR Policy is also available at the

Investors Relations section on the Company's website at www.goodvear.co.in/investor-relations.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR)

Business Responsibility and Sustainability Report for the Financial Year 2023-24 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR), 2015 is annexed as 'Annexure-E' to this Report.

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

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as 'Annexure-F' to this Report.

24. RISK MANAGEMENT POLICY

The Board has constituted a Risk Management Committee in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Risk Management Committee has formulated the Risk Management Policy for the Company.

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

The Company has in place a Policy on Prevention of Sexual Harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said Policy, an Internal Committee (IC) is duly constituted by the Company. During the Financial Year 2023-24, 2 complaints were received by the Company out of which 1 complaint is outstanding at the end of the Financial Year 2023-24.

26. PARTICULARS OF EMPLOYEES [SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]

The information required pursuant to Section 197 of the Act, read with Rules 5 (1) is attached as 'Annexure-G' of this Report. Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided to members upon request in writing made before the AGM where in Financial Statements for the Financial Year 2023-24 are proposed to be adopted.

In terms of Section 136 of the Act read with MCA Circulars and SEBI Circulars, the copy of the Annual Report is being sent to the Members and others entitled thereto and is also available for inspection by the Members at the Registered Office of the Company during business hours on working days of the

Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Act read with Rule 6 of Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time thereof), the dividends {unpaid/ unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account} and underlying equity shares {on which dividend has not been paid or claimed by the members for seven consecutive years} are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, the Company has transferred the following Dividend and Equity Shares during the Financial Year 2023-24 to IEPF Authority:

28. OTHER INFORMATION

(i) Right Issue/Preferential issue/Shares with differential voting/Sweat Equity/ Employee Stock Option

The Company has neither come up with any Right Issue/ Preferential Issue/issuing shares with differential voting rights, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the Financial Year 2023-24.

(ii) Significant and material orders passed by the regulators

No significant and material orders have been passed during the Financial Year 2023-24 by the regulators, courts or tribunals affecting the going concern status and Company's operations in the future.

(iii) Material Changes & Commitments

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the Financial Year and upto the date of this Report.

(iv) Change in Nature of business, if any

There is no change in the nature of business of the Company during the year under review.

(v) Compliance with Secretarial Standards

The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings) issued by ICSI.

(vi) Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding under the Insolvency and Bankruptcy Code, 2016 ("IBC Code”) during the Financial Year 2023-24 and does not have any pending proceedings related to IBC Code. The Company has not made any onetime settlement during the Financial Year 2023-24 with Banks or Financial Institution.

29. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust, confidence and support bestowed upon us. The Board of Directors is also grateful for their contribution towards the growth and success of the Company.

The Board of Directors assures to uphold the Company's commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

The Board of Directors thanks all the stakeholders for their commitment and invaluable contributions towards helping our business succeed and stay on course to deliver sustainable and profitable growth.

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Company's resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from various Government Authorities, Banks/Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Company's success. Your Directors look forward to their continued support in future.