NRB Industrial Bearings Ltd Directors Report

To,

The Members,

NRB Industrial Bearings Limited, Mumbai - 400 001

The Directors submit this 13th Annual Report of NRB Industrial Bearings Limited (the "Company" or "NIBL") along with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2024. Consolidated performance of the Company and its Associates has been referred to wherever required.

1. Financial Overview:

a. A summary of the Companys Financial Performance during the Financial Year: (in lakhs)

Particulars	For the Financial Year ended March 31, 2024	For the Financial Year ended March 31, 2023
Revenue from Operations	7311.15	8072.74
EBITDA	664.34	551.37
Tax Expenses	-	-
Pro t/(Loss) after Tax	(2616.79)	(1312.19)
Other Comprehensive Income	143.16	30.99
Total Comprehensive Income	(2759.95)	(1343.18)
Earnings Per Share	(10.80)	(5.42)

This report of the Board of Directors along with its Annexures, Management Discussion and Analysis Report, Corporate Governance Report, Financial Statements along with their Notes are prepared for the period from April 1, 2023 to March 31, 2024 ( hereinafter referred as " nancial year").

b. Transfer to Reserves:

During the year under review, no amount has been transferred to reserves.

c. Dividend:

Your Directors do not recommend any dividend for the year under review.

d. Transfer of Unclaimed Dividend to The Investor Education and Protection Fund (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and

Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remain to be paid and required to be transferred to the IEPF by the Company during the year ended 31st March, 2024.

e. Public Deposits:

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during the Financial Year 2023-2024.

f. Loan from Directors

During the Financial Year 2023-24, the Company has not accepted loans from the directors of the Company for which the Company has received the declaration that the said loan is not from the borrowed funds.

g. Material changes and commitment if any affecting the nancial position of the Company:

There has been no material change/commitment affecting the nancial position of the Company which have occurred between the end of the nancial year of the Company to which the nancial statements relate and the date of this Report

2 Operational Overview:

The scal year 2023-24 presented a complex operating environment for company. While initial volume growth was encouraging, the global industrial market faced signi cant headwinds. The ongoing con ict between Russia and Ukraine, coupled with sanctions, led to a sharp rise in raw material, energy, and transportation costs. Additionally, the regional con ict in Israel and Palestine created further uncertainty.

Despite these challenges, company experienced positive performance in speci c segments. Industrial gearbox, construction machinery, and material handling sectors achieved anticipated growth. Conversely, the textile and mining industries fell short of expectations. Notably, the rising adoption of imported Chinese harvester machinery negatively impacted the business share of domestic manufacturers.

A signi cant decline in orders from textile original equipment manufacturers (OEMs), pump OEMs, and end-users resulted in revenue loss and excess raw material inventory. However, NIBL capitalised on this situation by successfully securing customer approval for its new products, outperforming competitors.

Company is committed to innovation and maintains a world-class manufacturing facility equipped with a comprehensive Research and Development (R&D) Center. This R&D Center plays a vital role in developing new solutions to meet evolving customer demands and enhance existing product performance.

The Company prioritises business expansion through a targeted customer network strategy encompassing both domestic and international markets. The growth plan focuses on speci c OEM segments like textiles, material handling, agriculture, industrial electrical, vibratory motors, and industrial transmission. This approach allows company to deliver comprehensive solutions tailored to each segments needs.

Furthermore, company is actively expanding its distribution network to reach a broader customer base in untapped markets. Key focus areas include agriculture, jute, textiles, metals, cement, and mining. In the export market, the strategy emphasizes developing non-standard products aligned with customer needs and increasing brand presence in global markets.

NIBL acknowledges the critical role market dynamics play in demand uctuations. The Company is actively monitoring these evolving dynamics to ensure its growth strategy remains adaptable and responsive to changing market conditions.

In conclusion, your company navigated a challenging year by leveraging its commitment to innovation, strategic customer focus, and targeted market expansion. The Company remains well-positioned for future success by proactively adapting its strategies to the evolving industrial landscape.

a) Financial Results:

Your Companys turnover stood at Rs. 7,311.15 lakhs for the nancial year ended March 31, 2024 as against Rs. 8,072.74 lakhs in the previous year. Company registered reduction of sales by 9.43% over previous year.

Export turnover of your Company for the nancial year 2024 was Rs. 2122.26 lakhs as against previous year Rs. 2454 lakhs.

b) State of Companys Affairs and Business Review:

The details of the Companys affairs including its operations are more speci cally given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

c) Change in the nature of business:

The Company manufactures bearings for industrial applications. There has been no change in the main nature of business activities of the

Company during the nancial year under review.

d) Change in Share Capital:

Increase in the Authorized Share Capital:

During the previous nancial year, vide postal ballot notice dated 9th February, 2023 the authorized share capital of the Company has been increased from Rs. 85,00,00,000/- (Rupees Eighty-Five Crores only) divided into 2,50,00,000 equity shares of Rs. 2/- each and 8,00,00,000 preference shares of ‘10/- each to Rs. 99,00,00,000/- (Rupees Ninety-Nine Crore only) divided into 2,50,00,000 equity share of Rs. 2/- each and 9,40,00,000 preference shares of Rs. 10/- each

Issue and Allotment of Preference shares to Mr. Devesh Singh Sahney (DIN: 00003956), Chairman and Managing Director of the Company:

During the year, the Company allotted 75,00,000 Cumulative Redeemable Non- Convertible Preference shares of a face value of Rs. 10/- each for an amount aggregating to Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakh only) to Mr. Devesh Singh Sahney (DIN: 00003956) Chairman and Managing Director on 25th May, 2023.

Details of the Authorized Share Capital and Issue and Allotment of Preference shares are stated in the notes to accounts of Financial Statements, forming part of this Annual Report.

During the nancial year other than aforesaid, the Company has neither issued any shares nor has granted stock options or sweat equity.

3. Directors and Key Managerial personnel:

The year under review saw the following changes in the Composition of Board of Directors (‘Board).

Re-appointments:

Introductions to the Board:

a) During the year based on the recommendation of the Nomination and Remuneration Committee, the Board, vide resolution passed on May 25, 2023, appointed Mr. Anurag Toshniwal (DIN: 00426913) and Mrs. Sejal Dinesh Mehta (DIN: 10145944) as an Additional Director (Non-Executive & Independent) of the Company, for a term of 5 years commencing from May 25, 2023 upto May 24, 2028. The said appointment of Mr. Anurag Toshniwal (DIN: 00426913) and Mrs. Sejal Dinesh Mehta (DIN: 10145944) was approved by the Members by way of a postal ballot on 25th June, 2023, in accordance with the provisions of the Act and the Listing Regulations.

b) In accordance with the provisions Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Devesh Singh Sahney (DIN: 00003956) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Cessation:

c) During the period, there was resignation of Mr. Ashish Chuggani (DIN: 00009654) as Independent Director of the company which company received on 26th May, 2023. The Company has placed on record their sincere appreciation of the contribution made by Mr. Ashish Chuggani during his tenure on the Board of the Company.

d) Pursuant to Section 203 of Companies Act 2013, the Key managerial personnels (KMPs) of the Company are:

Mr. Devesh Singh Sahney, Chairman and Managing Director

Mr. Naresh Warrier, Chief Operating Of cer (Appointed w.e.f. 29th March, 2024).

Mrs. Gulestan Kolah, Chief Financial Of cer

Mrs. Vandana Yadav, Company Secretary and Compliance Of cer

e) All the Independent Directors have furnished declaration in accordance with the provisions of Section 149 (7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided under Section 149 (6) read with Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Familiarization Program for Independent Directors:

As required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, the Board has framed a Familiarization Program for the Independent Directors of the Company in order to update them with the nature of industry in which the Company operates and business model of the Company in order to familiarize them with their roles, rights, responsibilities, etc. The details of the above mentioned Familiarization Program is uploaded on the website of the Company www.nrbindustrialbearings.com.

Each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director and Chief nancial of cer of Companys Manufacturing, Marketing, Finance and other important aspects and structures of the Company and its functioning.

5. Board Evaluation:

As per requirement of section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4) of Companies (Accounts) Rules, 2014 and other applicable rules and regulations, the Board has a formal mechanism for evaluating its performance annually based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

The Board carried out annual performance evaluation of the Board of Directors, its Committees and Individual Directors. The performance of the Board was shared with Board members and suggestions were evaluated in detail. Further the reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board and based on the evaluation necessary changes in processes and policies were suggested for having an effective Board.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ‘Annexure I to this Report.

7. Business Risk Management:

The Company has formulated and implemented a Risk Management policy in accordance with the provisions of the Companies Act, 2013, in order to address the business risks associated with the Company. Further the Company has adopted the risk management system at various levels, which inter alia covers business risk, statutory compliances and environmental risk.

The Risk Management system is continuously reviewed at appropriate level and corrective measures were taken wherever required. The Company has taken adequate insurance policies to mitigate different kind of risk. The Company periodically reviews the risk management practices and actions deployed by the management with respect to the identi cation, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

8. Corporate Social Responsibility (CSR):

The provisions of the Section 135 read with Schedule VII of Companies Act, 2013 are not applicable to the Company and hence the Company has neither developed any CSR Policy and nor implemented any CSR activities during the year.

9. Particulars of Loans, Guarantees or Investments:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are stated in the notes to accounts of Financial Statements, forming part of this Annual Report.

10. Related Party Transactions (RPTs):

The contracts or arrangements with related parties, which fall under the scope of Section 134 (3)(h) and section 188 (1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure II in Form AOC -2 and the same forms part of this Annual Report.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Further, the details of the transactions with Related Party are provided in the Companys nancial statements in accordance with the Accounting Standards.

The policy on RPTs is hosted on the Companys website at www.nrbindustrialbearings.com.

11. Performance of Joint Ventures / Associate Companies:

As on March 31, 2024, the Company has two Associate Companies viz. NRB-IBC Bearings Private Limited and NIBL-Korta Engineering Private Limited.

NRB-IBC Bearings Private Limited (NIBC): The Company holds 35% equity of NIBC, which is a joint venture with IBC Industrial Bearings and Components AG, Switzerland.

During the FY 2023-24 sales turnover of NIBC was Rs.1951.65 lakhs as compared to previous FYs turnover of Rs.1932.46 lakhs. Domestic Sales Turnover increased from 1064.03 lakhs to Rs 1295.51 lakhs. Domestic market grew healthy. Export Sales Turnover decreased to 656.14 lakhs from Rs. 868.43 lakhs. New customers were added in this nancial year which would help the company with favorable results in coming years.

NIBL-Korta Engineering Private Limited (NIBL-Korta): The Company holds 35% equity of Korta Engineering, which was part of Korta group, Spain.

During the FY 2023-2024 the Sales Turnover of NIBL - Korta was Rs. 954.46 lakhs as compared to previous FYs turnover of Rs. 936.04 lakhs. Domestic Sales Turnover increased from 932.54 lakhs to Rs. 943.71 lakhs. The Export Sales Turnover increased from 3.50 lakhs to Rs.10.75 lakhs. New customers were added in this nancial year which would help the company with favorable results in coming years.

12. Explanation or comments on quali cations, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports and management‘s reply for the same:

There are no quali cations, reservations or adverse remarks made by the Statutory Auditors in their report on the Financial Statements of the Company for year ended March 31, 2024. The notes to the accounts are self-explanatory to comments/observations made by the Auditors in their report and do not require further explanation.

There are no quali cations, reservations or adverse remarks in the Secretarial Audit Report of the Company during the period of review.

13. Remuneration Policy:

In compliance with Section 178(3) of the Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee, the Board framed a Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws. The main object of the said policy is to select and appoint Directors, Key Managerial Personnel and Senior Management and to ensure that the level and composition of remuneration is reasonable and suf cient to attract, motivate and retain the talent within the organization. Details of remuneration paid to Directors and KMP‘s forms part of Corporate Governance Report which is annexed to this Annual Report.

The Nomination and Remuneration Policy is available on Companys website at www.nrbindustrialbearings.com.

14. Meetings of the Board

7 meetings of the Board of Directors were held during the nancial year 2023-24 and the gap between two consecutive board meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Annual Report.

15. Disclosure of composition of Audit committee and Vigil mechanism:

In accordance with Section 177 of the Companies Act, 2013, the Company have constituted the Audit Committee. The Company Secretary acts as the secretary to the committee. The Audit Committee acts as a link between the statutory auditors, internal auditors and the Board of Directors. During the year under review, there was resignation of Mr. Ashish Chuggani (DIN: 00009654) as Independent Director of the company on 26th May, 2023. The Audit Committee consists of Four Directors Mr. Anurag Toshniwal, as the Chairman, Mr. Devesh Sahney, Mr. Samrat Zaveri and Mrs. Sejal Mehta as the members of the Committee.

The details of all the Committees of the Board along with their terms of reference, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report.

The Company has adopted a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is hosted on the website of the Company www.nrbindustrialbearings.com.

The mechanism provides for addressing the complaints to Audit Committee and direct access to the Chairperson of the Audit Committee in exceptional circumstances.

16. Credit Rating of Securities:

The Companys Bankers do not require the bank facilities to rated and hence the Company has not obtained credit rating for its various bank facilities:

17. Internal Control System and their adequacy:

The Company has an internal control system commensurate with the size, scale and complexity of its operations and well-documented procedures for various processes which are periodically reviewed for changes warranted due to business needs. Internal Audit is conducted at regular time interval in the Company. The scope and authority of the Internal Audit is de ned by Audit committee. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the ef ciency and adequacy of the internal control system with reference to the Financial Statement. Audit committee evaluates the ef ciency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Signi cant audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

18. Auditors:

a) Statutory Auditors

The members of the Company at its 12th Annual General Meeting (AGM) held on August 8, 2023, have appointed S R B C & CO LLP (SRBC), Chartered Accountants (Firm Registration No. 324982E/E300003), as the Statutory Auditors of the Company for a period of 5 ( ve) consecutive years commencing from the conclusion of 12th AGM upto the conclusion of 17th AGM of the Company.

The Auditors Report on the Standalone and Consolidated Financial Statement of the Company for the Financial Year 2023-24, does not contain any quali cation, reservation or adverse remark.

The Directors of your Company con rm that no instances of frauds or mis-management were reported by the Statutory Auditor under Section 143 (12) of the Companies Act, 2013.

b) Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed AJS & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the nancial year 2023-24. The report on Secretarial Audit is annexed as ‘Annexure IV to this Report. The Secretarial Audit Report does not contain any quali cation, reservations or adverse remarks.

19. Maintenance of Cost Records

The provisions of sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to the maintenance of cost records are applicable to the Company and accordingly such accounts and records are made and maintained by the Company.

20. Secretarial Standards

The Company has complied with the applicable Secretarial Standards during the Financial Year 2023-24.

21. Particulars of employees:

The statement under Section 134(3) (q) and Section 197 (12) of Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure ‘V.

22. Signi cant and Material Orders passed by the Regulators or the Court or the Tribunal

There are no signi cant and material orders passed by the Regulators or the Courts or the Tribunals impacting the going concern status and Companys operation in future.

23. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31of 2016) during the FY 2023-24.

24. Details 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 Institution along with the reasons thereof.

The provisions regarding difference between amount of the valuation done at the tie of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the Financial year 2023-2024

25. Prevention of Sexual Harassment of women at workplace:

The Company is committed to provide healthy environment to all employees and thus, does not tolerate any discrimination or harassment in any form.

In line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted the Anti-Harassment and Grievance Redressal Policy. The Company has Internal Complaints Committee (ICC) at Group level to redress the complaints of sexual harassment. During the year, Company has not received any complaint of sexual harassment.

26. Listing with Stock Exchange

The Equity Shares of the Company are continuing to be listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has paid Annual Listing Fees for the Financial Year 2023-24 to both the Stock Exchanges well within the speci ed time.

27. Extract of Annual Return:

The extract of Annual Return of the Company as on March 31, 2024 is available on the Companys website and can be accessed at www.nrbindustrial bearings.com.

28. Prohibition of Insider Trading:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT

Regulations. The aforesaid Codes are posted on the Companys website and can be accessed by using web link at https://www.nrbindustrialbearings.com/policy-and-code-of-conduct/

29. Statement Regarding Opinion of the Board with Regard to Integrity, Expertise and Experience (Including The Pro ciency) of the Independent Directors Appointed During the Year:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly quali ed, recognized and respected individuals in their respective elds. Its an optimum mix of expertise (including nancial expertise), leadership and professionalism.

30. CEO/CFO Certi cation

As required under Regulation 17(8) of the Listing Regulations, the Managing Director and CFO of the Company have certi ed the accuracy of the Financial Statements and adequacy of Internal Control Systems for nancial reporting for the year ended 31st March, 2024. The certi cate is given in Annexure - VI.

31. Corporate Governance Report:

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations), based on the paid up equity share capital and net worth of the Company, the corporate governance provisions mentioned in SEBI Regulations are not applicable to the Company. However, the Company for stakeholders information and as a good secretarial practice is providing certain information on voluntary basis in Corporate Governance report which forms an integral part of this report.

32. Corporate Governance details as required under Schedule V of the Companies Act, 2013

The disclosures to be mentioned in pursuance of Section II of Part II of Schedule V of the Act have been mentioned in the Corporate Governance Report.

33. Management Discussion and Analysis:

The Management Discussion and Analysis Report, as required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are already dealt with in various sections of this Report.

The Management Discussion and Analysis Report is separately annexed and forms part of this report.

34. Annexures forming part of this Annual Report:

Annexure No.	Particulars
I	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
II	Form no. AOC-2 Related party transactions
III	Form no. AOC-1 Joint Ventures/ Associate company details
IV	Secretarial Audit Report for the period under Review
V	Particulars of Employees under Section 134(3) (q) and Section 197(12) of the Companies Act, 2013.
VI	CEO/CFO Certi cation

35. Cautionary Statement:

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the market conditions and circumstances.

The Company assumes no responsibility in respect of the forward looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

36. Directors Responsibility Statement:

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2023-24 are in conformity with the requirements of the Companies Act, 2013. Your Companys nancial statements re ect fairly, the form and substance of transactions carried out during the year and reasonably present the nancial condition and results of operations.

In terms of provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors further hereby con rms as under:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 nancial year and of the pro t and loss of the company for that period;

b) the directors had taken proper and suf cient 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;

c) the directors had prepared the annual accounts on a going concern basis;

d) the directors have laid down internal nancial controls to be followed by the company and that such internal nancial controls are adequate and were operating effectively and

e) Internal nancial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal nancial controls over nancial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal nancial controls were adequate and effective during FY 2023-24.

f) Company has adopted policies and procedures for ensuring the orderly and ef cient conduct of its business, including adherence to Company‘s policies, the 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 nancial information;

g) 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.

37. Appreciation:

Your Directors wish to place on records their sincere appreciation to all the Employees of the Company for the efforts, ef cient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Companys Customers, Vendors and Institutions. Your Directors also wish to express deep sense of gratitude to all our Bankers, Central and State Governments and their departments and the local authorities for the continued support.

Your Directors register their since appreciation to the Shareholders of the Company for unstinted support and