Your Directors have pleasure in presenting their 10^th Annual Report on the business and operations of the Company and the Audited Financial Statements (consisting of Balance sheet, statement of Profit and Loss and cash flow statement) of the Company for the Financial Year ended March 31, 2024.

1. Financial Results

The Financial performance of the Company for the Financial Year ended March 31, 2024 has been considerably good since the total turnover of the Company as compared to previous financial year increased significantly. The operating results of the Company for the Financial Year ended March 31, 2024 are as under:

2. Dividend

Your directors inform you that your company has posted a Net Profit of INRs. 605.79 lakhs for the year and in order to conserve the financial resources for further growth and aiding the financial resources, your Directors have decided, not to recommend any dividend for the financial year ended on March 31, 2024.

3. Change in the capital structure of the Company

During the period under review, there has been following change in the Capital Structure of the Company -

• The Company has increased its Authorized Share capital of the company from INRs.

5.50.00. 000.00(Indian Rupees Five Crores and Fifty Lakhs Only) divided into 55,00,000 (Fifty Five Lakhs only) Equity Shares having face value INRs. 10.00/- (Indian Rupees Ten only) each and

3.00. 000 Preference Shares having face value INRs. 10.00/- (Indian Rupees Ten only) each to INRs. 6,50,00,000.00 (Indian Rupees Six Crores and Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs Only) Equity Shares having face value INRs. 10.00/- (Indian Rupees Ten only) each in the 09^th Annual General Meeting held on May 22, 2023.

• The Company has issued and allotted 17,84,000 (Seventeen Lakhs Eighty Four Thousand) Equity Shares wherein 14,98,800 Equity Shares were allotted in Initial Public Offer as part of fresh issue face value of INRs. 10.00/- (Indian Rupee Ten only) at a price of INRs. 208.00/- each (including premium of INRs. 198.00 per share) and 2,85,200 Equity Shares were allotted on Pre-IPO placement basis of the Company of face value of INRs. 10.00/- (Indian Rupee Ten only) at a price of INRs. 259.00/- each (including premium of INRs. 249.00 per share).

Consequently, the paid up share capital of the Company has increased from INR 3,86,46,120.00 (Three Crores Eighty-Six Lakhs Forty-Six Thousand One Hundred and Twenty Only) to 5,64,86,120.00 (Five Crores Sixty-Four Lakhs Eighty-Six Thousand One Hundred and Twenty Only) and as on date comprises of 56,48,612.00 (Fifty-Six Lakhs Forty-Eight Thousand Six hundred and Twelve) Equity Shares of INRs. 10.00/- (Indian Rupees Ten Only) each.

4. Reserves

During the Financial Year ended March 31, 2024 the Company has not transferred any amount to the General Reserve.

5. Transfer to Investor Education and Protection Fund

During the period under review, there is no amount of unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

6. Brief description of the Company’s working during the year and future outlook Performance of the Company:

Your Company’s financial performance for the FY under review showed a substantial improvement and has been encouraging. During the FY under review, the Company has achieved a gross turnover of INRs. 23,351.94 Lakhs in comparison to previous year’s turnover of INRs.18,015.02 Lakhs. It represented an increase of 29.62% over the previous year. Your Company has earned a PAT of INRs.605.79 Lakhs as against Previous year’s PAT of INRs. 1.38 Lakhs (Before Exceptional Items).

The Financial Year 2023-24 has been an important year for the Company from the point of view of getting good business prospects and transforming the prospects into the revenues.

Future Outlook:

The Management is hopeful that the Company will register even higher growth rate in the future as the Company is expecting more contribution from smaller cities to grow rapidly as Company is focusing on smaller cities with its Franchise Model which is quite unique and solves many multiple problems for different parties and stakeholders. The Company is working rapidly and looking forward for opportunities to grab more and more business and develop its business activities in such a way by minimizing its risk of losing business through others, the positive results of which will be seen in the years to come.

7. Change in the nature of business

During the year under review, there has been no change in the nature of the business of the Company.

The Board of Directors at their meeting held on April 11, 2023, approved the conversion of the Company from a Private Limited Company to Public Limited Company and altered its Articles of Association (AOA) and Memorandum of Association (MOA) and was issued a fresh Certificate of Incorporation with effect from 01^st Day of May, 2023 by the Registrar of Companies, Gwalior and consequently the Company’s name was changed from On Door Concepts Private Limited to On Door Concepts Limited by removing the word “Private” before the word “Limited”.

Further, the Corporate Identity Number (CIN) has been changed from “U52100MP204PLC033570”to “L52100MP204PLC033570” and Status of the Company has also been changed from Unlisted to Listed Company due to listing of equity shares of the Company on National Stock Exchange of India Limited (NSE) (SME EMERGE) Platform with effect from November 01, 2023.

8. Initial Public Offer (IPO) and Listing

The Company applied to Emerge Platform of National Stock Exchange Limited (“NSE”) for in-principle approval for listing its equity shares on the SME Platform of the NSE. The National Stock Exchange Limited has, vide its letter dated, September 15, 2023, granted it’s In- Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Companies, Gwalior, Ministry of Corporate affairs. The Public Issue was opened on Monday, October 23, 2023 and closed on Friday, October 27, 2023. The Company has applied for listing of its total equity shares to NSE and received approval vide letter dated October 31, 2023. The trading of equity shares of the Company commenced on November 01, 2023 at Emerge Platform of the NSE.

The Company had made Initial Public Offer aggregating to INR 3117.50 Lakhs (“Issue Size”) and has issued and allotted 14,98,800 equity shares of INR 10.00/- each at a price of INR 208.00/- per share through an Initial Public Offer.

09. Utilization of IPO Proceeds

The Company has utilized the proceeds for the following objects during the financial year 2023-24 and there are no deviation(s) or variation(s) in respect of the utilization of the proceeds of the Initial Public Offer by the Company as per Regulation 32(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015:

10. Dematerialization of Shares

As on March 31 2024, all Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The breakup of the equity shares held in dematerialized and physical form as on March 31, 2024 are as follows:

The ISIN No. allotted to the Company isINE00ER01015 and Registrar and Share Transfer Agent is BIGSHARE SERVICES PRIVATE LIMITED.

11. Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

No material changes and commitments made which affect the Financial Position of the Company occurred between the end of the Financial Year to which these Financial Statements relate and the date of the report except the Company was converted into a Public Limited Company w.e.f. May 01, 2023 and got listed on NSE EMEREGE Platform (SME) on November 01, 2023.

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

13. Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the organization.

The Company does not fall under the ambit of the top 500 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable on the Company.

14. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

As per Section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts), Rules, 2014, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2024, based on the internal control over financial reporting criteria established by Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountant of India.

The Board of Directors of the Company have adopted various policies like Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

15. Deposits

The details relating to deposits, covered under Chapter V of the Act, -

(a) Accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) 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

As at the end of the year under review, the Company has outstanding balance of unsecured loan of amounting to INRs. 0.87 Crores from related parties.

16. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as “Annexure I” and is incorporated herein by reference and forms an integral part of this report.

17. Auditors and Auditor’s Report Statutory Auditors & their report

M/s B.C.P. Jain & Co., Chartered Accountants, Bhopal (ICAI Firm Registration Number 000802C) were appointed as the Statutory Auditors of the Company at the 06^th Annual General Meeting held on December 31, 2020 for a term of 5 Years.

M/s B.C.P. Jain & Co. Chartered Accountants, have audited the books of accounts of the Company for the Financial Year ended March 31, 2024 and have issued the Auditors' Report thereon. There are no qualifications, or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor's Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under section 134 of the Act.

Cost Auditors & their report:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and other applicable rules and provisions, if any, the requirement of Cost Audit is not applicable to the Company.

Secretarial Auditors & their report:

Pursuant to section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing the secretarial audit report, in Form MR-3 accordingly M/s Piyush Bindal& Associates have been appointed as Secretarial Auditors of the Company. The Secretarial Audit Report for the financial year ended March 31, 2024, as required under Section 204 of the Actis annexed with this Annual Report. The Secretarial Auditors’ Report for fiscal 2024 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors’ Report is enclosed as Annexure II to the Board’s report, which forms part of this Integrated Annual Report.

Internal Auditors:

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Further, the Board appointed M/s. Akash Saxena& Co., Chartered Accountants (Firm Reg. No. 028465C) on September 25, 2023 to act as an Internal Auditor of the Company for the Financial Year 2023-24.

18. Performance and financial position of Subsidiarv/Joint Ventures/Associate Companies

The Company does not have any Subsidiaries/Associate Companies and has not entered into a joint venture with any other Company.

19. Corporate Governance Report

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as our Company is listed on EMERGE Platform (SME) NSE Limited.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices. However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied within the period of 6 months.

20 Share Capital

A) Issue of equity shares with differential rights

As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

C) Issue of employee stock options

As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

D) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

21. Weblink of the Annual return

As per Section 92(3) of the Companies Act, 2013, the Company is having website “www.ondoor.com” and the Annual Return for the Financial Year 2023-24will be placed on its website after filing of the same done with Registrar of Companies, Ministry of Corporate Affairs.

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

The particulars as required to furnish for the year 2023-24 are under:

23. Board of the Company

A) Board of Directors and Key Managerial Personnel

The Company has following Directors as on date of this report:

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

During the Financial Year 2023-24, following changes have been occurred:

Further, pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Person of the Company during the period under review are: -

B) Constitution of the Board of directors and their meetings

(a) Constitution of the Board

The composition of the Board is in conformity with the requirement of the provisions of the Companies Act, 2013. As on March 31, 2024, the Company’s Board comprises of 6 (Six) Directors, comprising of Three Executive Director and Three Non-Executive Independent Directors.

The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time. The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills experience, expertise, diversity, and Independence. The Board provides leadership, strategic guidance, an objective and independent view to the Company’s management while discharging its fiduciary duties, thereby ensuring that the management adheres to the high standards of ethics, transparency, and disclosure.

(b) Meetings of the Board

The Board meets at regular intervals to discuss Company operations apart from other Board business.

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

During the Financial year 2023-24, the Board met 16 (Sixteen) times as per Section 173 of the Companies Act, 2013 which is summarized below and the maximum interval between any two meetings did not exceed 120 days.

And the company has conducted 2 (Two) Extra Ordinary General Meetings on April 13, 2023 and July 04, 2023respectively for passing the shareholder’s resolution on various matters.

Attendance details of Directors during the Financial Year ended March 31, 2024 are given below:

(c) Directors seeking re-appointment

In terms of the provisions of the Companies Act, 2013, Mr. Pramod Ramdas Ingle (DIN: 03201939), Whole Time Director of the Company will retire by rotation and being eligible, offer himself for reappointment at the forthcoming 10^thAnnual General Meeting.

The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under the secretarial standards and required under Regulation 36(3) of Listing Regulations, 2015 are included as annexure in the Notice of forthcoming 10^th Annual General Meeting of the Company.

(d) Separate Meeting of Independent Director: Board Evaluation and Discussions with Independent Director

Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board’s policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. During the Financial Year 2023-24, 1(One) meeting of Independent Director was held on March 09, 2024 and had reviewed the performance of the Board as a whole.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and the Directors expressed their satisfaction with the evaluation process.

(e) Declaration by Independent Director

During the Financial Year 2023-24, the Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (Including the proficiency of the independent director as ascertained from the online proficiency selfassessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of Section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfil the conditions specified under the Companies Act, 2013.

Further, as per the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time, the declaration received from the Independent Directors of the Company related to online Proficiency Self-Assessment Test.

(f) Information available for the members of the Board

The Board has complete access to any information within the Company, The Company has provided inter alia following information’s and discussed the matters:

• Financial results for the Company;

• Minutes of meeting of the Board.

• Periodic compliance reports which includes non-compliance, if any,

• Disclosure of Interest received from Directors;

• Related party transactions;

• Regular business updates;

• Report on action taken on last Board Meeting decisions;

• Various Policies of the Board

• Discussion with the Auditors.

24. Committees of the Board

In terms of the Companies Act, 2013, your Company has already constituted the following Committees of the Board:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Executive Committee

i. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of the Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Section 177 of the Companies Act, 2013 (“Act”).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provision of Section 177 of the Companies Act, 2013. All the members of the committee are financially literate. During the Financial Year 2023-24, 5(Five) meetings were held, the dates of which are 25.05.2023, 07.09.2023, 25.09.2023, 14.11.2023 and 09.03.2024. The following is the composition of the Audit Committee -

ii. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of the Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Section 178 of the Companies Act, 2013 (“Act”).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provisions of section 178 of the Companies Act, 2013. The Policy is available on the website of

the Company. During the year ended, l(One) meeting of the Committee was held on September 07, 2023. The following is the composition of the Nomination and Remuneration Committee -

iii. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of the Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Section 178 of the Companies Act, 2013 (“Act”).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provisions of section 178 of the Companies Act, 2013.During the year ended,1(One) meeting of the Committee was held on September 07, 2023. The following is the composition of the Stakeholders Relationship Committee -

The details of complaints received and resolved during the Financial Year ended March 31, 2024 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year ended March 31, 2024:

iv. Executive Committee:

The Executive Committee of the Board was set up in the Board Meeting of March 09, 2024 to handle urgent matters that require consideration outside of regular board meetings. The Executive Committee is headed by the Managing Director (MD) with other Functional Directors as Members and ensure day-to-day operations of the Company within the Board approved framework including strategic management of the Company’s businesses, supervise and monitor implementation of business plans, formulate, and implement control systems, urgent decision-making, guiding top management, daily operations, compliance, and crisis leadership.

The following is the composition of the Stakeholders Relationship Committee -

25. Code for Prohibition of Insider Trading

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 (“Code”) for prohibition of insider trading in the securities of the Company to curb the practice for dealing in the securities while possessing Unpublished Price Sensitive Information (“UPSI”) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

26. Code of Conduct

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

27. Details of establishment of vigil mechanism for directors and employees

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actua or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, no whistle blower complaint has been received during the Financial Year 2023-24. The Policy is available on the website of the Company.

28. Corporate Social Responsibility (CSR)

Your Company is aimed and committed to discharging its social responsibility as a good corporate citizen.

The provisions of Section 135 of the Companies Act, 2013 were not applicable to Company in previous financial years. As per the latest audited financial statements, stating an increment in the profit margins of the Company made the provisions of Section 135 of the Companies Act, 2013 applicable on the Company w.e.f. 01.04.2024. Since the Company is not required to formulate the Corporate Social Responsibility (CSR) Committee, in terms of Section 135 (9) of the Companies Act, 2013, the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, with the recommendation of the Board, the Company shall spend such amount as may arrive by them on the basis of financial statements during the Financial Year 2024-25 and shall take note on the Report of the same in the ensuing financial year.

The Company has approved the CSR Policy of the Company vide its Board Meeting dated August 29, 2024. The approved CSR policy of the Company is enclosed as Annexure-III to the Board’s report, which forms part of this integrated Annual Report.

29. Particulars of loans, guarantees or investments under section 186

The company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the financial year under review.

30. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188

All the related party transactions that were entered into during the financial year ended March 31, 2024 were on arm’s length basis and were in the ordinary course of business and have been noted through resolutions. Therefore, the provisions of Section 188 were complied with during the year under review and there were no material contract and arrangements entered by the Company with its related parties not on arm’s length basis and therefore, no details are required to be mentioned in the Form AOC-2.

31. Particulars of employees and related disclosures

Disclosures under Section 197(12) of the Companies Act, 2013 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of remuneration drawn during the financial year 2023-24, by Directors and Key Managerial Personnel is annexed to the Board's report as Annexure-IV.

However, none of the employee was in receipt of remuneration exceeding INRs. 102.00 Lakhs or more per annum or INRs. 8.50 Lakhs per month or more during the Financial Year 2023-24, therefore details of top ten employees are not required to be annexed with.

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

The Company has zero tolerance for sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Further, during the year, no Complaints were received under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 in respect of the Company.

33. Compliances of Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

34. General Disclosure

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Provisions dealing with purchase of its own shares by a company, Provisions governing Issue of Sweat Equity and Employees Stock Options Scheme, issue of shares with differential voting rights etc. regulated by the Act under Companies (Share Capital & Debentures) Rules, 2014.

b. There were no application made during the year and there were no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) at the end of the financial year.

c. As there was no settlement that has been made with any Banks or financial Institutions during the year therefore, there is no requirement of reporting the required information as per the Section 134(3) and the rules made thereunder.

35. Directors’ Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act,

2013, with respect to the Directors' Responsibility Statement the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The directors had taken proper and sufficient care for 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;

(d) There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review.

(e) The directors had prepared the annual accounts for the Financial Year ended March 31, 2024 on a going concern basis; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Acknowledgements

The Company is grateful and would like to thank its customers, shareholders, debentures holders,

suppliers, financial institutions, bankers, auditors, company secretary, Central and State

Governments for their constant support to the Company. The Directors also place on record their deep

appreciation of the contribution made by employees at all levels the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.