Swadeshi Polytex Ltd Directors Report

DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting their 54^th Annual Report along with the Audited Financial

Statements on the Business and operations of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The highlights of your Companys financial results for the financial year ended March 31, 2024 and for the previous year are summarized below:

(Rs. in Lakhs)

Particulars	Year Ended on	Year Ended on
	31.03.2024	31.03.2023
Revenue from Operations	9,925.66	4,433.56
Other Income	667.06	246.66
Total Income	10,592.72	4680.22
Total Expenditure	687.12	356.43
Profit /(Loss) before tax from Continuing operations	9,905.60	4323.79
Tax Expenses from Continued operations	1690.35	836.61
Profit (Loss) from continuing operations	8215.25	3487.18
Profit /(Loss) before tax from discontinued operations	(18.55)	(3.32)
Tax Expenses from discontinued operations	(4.67)	(0.84)
Profit/(Loss) from discontinuing operations	(13.88)	(2.48)
Profit (Loss) after tax	8,201.37	3,484.70

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company subdivided the plot after taking approval of UPSIDA and sold the same. There was no change in nature of the business of the Company, during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relate and the date of this report other than those explained herein.

CHANGE IN REGISTERED OFFICE

Registered office of the Company has been shifted within the local area from New Kavi Nagar, Industrial

Area, Ghaziabad-201002 to KJ-77, J- Block, Kavi Nagar, Ghaziabad- 201002 w.e.f. 10^th November, 2023.

DIVIDEND

In order to conserve the resources of the Company and to build the wealth for the stakeholders, the Board of Directors have decided not to recommend any dividend for the year ended 31^st March, 2024.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to general reserve during the current financial year. Company earned profit of Rs. 8201.37 lakhs during the Financial Year 2023-24.

SHARE CAPITAL a) The Company has not made any allotments during the year under review. b) The Company has not bought back any of its securities during the year under review. c) The Company has not issued any sweat equity shares during the year under review. d) No Bonus shares were issued during the year under review. e) The Company has not provided any Stock Option Scheme to the employees.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any subsidiary, Joint venture or Associate Company as on 31^st March, 2024.

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review there was no alteration in Memorandum of Association and Articles of Association.

BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL: A. RETIREMENT BY ROTATION

In terms of section 152 of Companies Act, 2013, the following Directors of the Company are liable to retire by rotation and, being eligible, offer themselves for re-appointment.

1. Mr. Gaurav Swarup having Directors Identification Number 00374298;

2. Mr. Ashutosh Gupta having Directors Identification Number 09043439;

Further, as required under the Listing Regulations and Secretarial Standard on General Meetings, the brief resume of the above-mentioned directors is furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting of the Company.

B. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules framed thereunder.

- Mr. Bhuwan Chaturvedi: Chief Executive Officer

- Mr. Ankit Garg: Chief Financial Officer

- Ms. Anuradha Sharma: Company Secretary

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (7) OF THE COMPANIES ACT, 2013

The Company has received declarations from all the independent directors of the Company, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. All independent directors of the company have also confirmed compliance with the provisions of Schedule IV of the companies Act, 2013 and rule 6 of Companies (Appointment and

Qualifications of Directors) Rules, 2014, as amended, regarding registering themselves with the Indian Institute of Corporate Affairs and meeting the requirement of the self-proficiency test.

Statement on Compliance of Code of Conduct for Independent Directors, Directors and Senior Management Personnel, as per Regulation 17(5) of the SEBI Listing Regulations, requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of directors as laid down in the Act.

All directors and senior management personnel have affirmed compliance with the code for the financial year 2024. A declaration to this effect signed by the CEO is given herein below:

Declaration by Chief Executive Officer

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] I, Bhuwan Chaturvedi, CEO of Swadeshi Polytex Limited hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of

Directors and Senior Management of the Company for the year ended 31^st March, 2024. Bhuwan Chaturvedi CEO

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the website of the Company at https://www.splindia.co.in/ corporate_governance.htm

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under listing requirement, The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performances of the Board, and that of its committees and individual Directors, CEO and Chairman has to be made. The evaluation process focused on various aspects of the Board and committees functioning such as their composition, experience and competencies, performance of specific duties and obligations, corporate governance and compliance management. A separate meeting of the Independent Directors was held, inter-alia, to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the Companys management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors held on May 19, 2023.

SECRETARIAL STANDARDS

The Directors state that the applicable mandatory Secretarial Standards i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India have been duly followed by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO:

In pursuance to section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, Company has taken all steps for conservation of energy. However, Technology Absorption is not applicable to the Company as the Company is not using any technology as per the business of the Company. The Company has not incurred any expenditure on Research and Development. Further, there were no foreign exchange earnings and out go during they are under review.

STATE OF COMPANYS AFFAIRS

The Company has earned profit of Rs. 8,201.37 lakhs during the Financial Year 2023-24. The total income for the financial year under review increased to Rs. 10,592.72 lakhs as against Rs. 4,680.22 lakhs for the previous financial year. Profit from continuing operations was Rs. 8,215.25 lakhs for the financial year under review as against the profit of Rs. 3,487.18 lakhs for the previous financial year. Loss from discontinued operations was Rs. 13.87 lakhs for the financial year under review as against the profit of Rs. 2.48 lakhs in the previous financial year. The profit of the Company for the financial year under review after tax was Rs. 8,201.38 lakhs as against profit of Rs. 3,484.70 lakhs in the previous financial year.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 134 (3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 31^st March, 2024 is available on the website of the Company at https://www.splindia.co.in

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. Our Corporate Governance

Report for financial year 2023-24 forms an integral part to this Annual Report attached as Annexure- A, together with the Certificate from the Practicing Company Secretary of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is given in "Annexure B" forming part of this Report.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The Company has not entered into any related party transactions (RPTs) during the financial year, which could have attracted the provisions of section 188 of the Act. There are no details to be disclosed in Form AOC-2 in that regard. The policy on materiality of RPTs as approved by the Board is on the Companys website https://www. splindia.co.in/corporate_governance.htm.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND DEMAT SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment. There was no amount or shares required to be transferred to IEPF authority. In terms of the foregoing provisions of the Act, there was no amount or shares required to be transferred to IEPF authority by the Company for the year ended 31^st March, 2024.

Further status of Demat suspense account is as follows: a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year- 2 Shareholders & 750 shares b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year- NA c) number of shareholders to whom shares were transferred from suspense account during the year-

NA d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; 3 Shareholders & 1000 shares e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- 1000 Shares CORPORATE SOCIAL RESPONSIBILITY POLICY

In accordance with the provisions of Section 135 of Companies Act, 2013 and rules made thereunder, the Company has constituted a CSR Committee and formulated a CSR policy which is available on the Companys website https://www.splindia.co.in/corporate_governance.html.

An annual report on CSR initiative/activities undertaken by the company during the Financial year along with the details of the Composition of CSR Committee are given as "Annexure-C" forming part of this Report in the format prescribed in Companies (Corporate Social Responsibility Rules) 2014.

AUDITORS: a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s.

SANMARK & Associates, Chartered Accountants (ICAI Firm Registration No. 003343N) were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 52^nd Annual General Meeting held on 21^st September, 2022 until the conclusion of 57^th Annual General Meeting to be held in the year 2027.

The Auditors Report on the Financial Statements of the Company for the Financial Year 2023-24 to the Members is part of this Annual report. The Auditors Report on financial statements issued by the

Statutory Auditors read together with relevant notes thereon are self-explanatory and hence, do not required for any further comments under Section 134 of the Companies Act, 2013. There have been no instances of frauds reported by the Auditors under Section 143 (12) of the Act and the Rules framed thereunder, either to the Company or to the Central Government.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, Statutory Auditors, Secretarial Auditors did not report any instances of fraud committed against the Company by its officers or employees as specified under Section

143(12) of the Companies Act, 2013. Hence, no detail is required to be disclosed under Section134 (3) (ca) of the Act. b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Baldev Singh Kashtwal, (Practicing Company Secretary) as Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report in form MR-3 received from Secretarial Auditor is annexed herewith as "Annexure D" forming part of this report.

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

M/s. NSBP & Co., Internal Auditor have carried out an Internal Audit for the Financial Year 2023-24.

Their reports were reviewed by the Audit Committee and the Board of Directors. d. COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 the Company is not required to maintain cost records.

The Company was not required to appoint the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

S. NO. AUDITORS QUALIFICATION	MANAGEMENT VIEW
1. The back-up of the books of accounts and other papers maintained in electronic mode has been maintained on the server physically located in India on periodical basis instead of daily basis.	The Company has started taken back up of books of accounts on daily basis from the FY 2024-25.
2. The feature of recording audit trail (edit log) facility was not enabled for maintenance of inventory and property, plant & equipment records throughout the year.	Audit Trail Software is already with the company. Necessary updation will be done at the earliest.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company

Secretaries is required to be submitted to Stock Exchanges within 60 days of the end of the financial year. The Company has engaged the services of M/s. Shruti Singhal & Associates (CP No. 22138), Practicing Company Secretary of the Company for providing this certification.

The copy of the Annual Secretarial Compliance report will be submitted to stock exchange as per Listing regulations.

POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation and revision of Certain Policies for all Listed Companies. The Policies are reviewed periodically by the Board of Directors and adopted following policies, which are also uploaded on the website of the company:

- Vigil Mechanism / Whistle Blower Policy

- Related Party Transactions Policy

- Orderly Succession Policy

- CSR Policy

- Nomination & Remuneration Policy

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year. There are no outstanding deposits as on March 31, 2024.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continues to be listed on the BSE Limited. The Annual Listing Fee for the current year has been paid to the BSE Limited.

SIGNING OF THE FINANCIAL STATEMENTS:

This is to inform you that the Company will be approved and authenticated its Audited Financial Results for the year ended March 31, 2024 at the forthcoming Board meeting to be held on May 16^th, 2024, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility that to the best of their knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c) and Section 134 (5) of the Act, in the preparation of the annual accounts for the financial year ended 31^st March, 2024 and state that: (a) In the preparation of the financial statements, 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;

th

(d) the directors had prepared the financial statements on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

OTHER DISCLOSURES:

NUMBER OF MEETINGS OF THE BOARD

During the financial year Five (05) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 ("the Act").

S. No.	Type of Meeting	No. of	Date of	Directors attended the meeting
		meetings	Meeting
1.	Board Meeting	2/2023	22.05.2023	1. Mr. Gaurav Swarup
				2. Mr. Hartaj Sewa Swarup
				3. Mr. Arun Kumar Singhania
				4. Mr. Sanjay Garg
				5. Mr. Niranjan Kumar Gupta
				6. Mr. Naveen Aggarwal
				7. Mr. Shyam Sunder Madan
				8. Ms. Purti Gupta
				9. Mr. Ashutosh Gupta
				10. Ms. Deepika Sharma
				11. Mr. Pankaj Agarwal
2.	Board Meeting	3/2023	11.08.2023	1. Mr. Gaurav Swarup
				2. Mr. Hartaj Sewa Swarup
				3. Mr. Arun Kumar Singhania
				4. Mr. Sanjay Garg
				5. Mr. Niranjan Kumar Gupta
				6. Mr. Naveen Aggarwal
				7. Mr. Shyam Sunder Madan
				8. Ms. Purti Gupta
				9. Mr. Ashutosh Gupta
				10. Ms. Deepika Sharma
				11. Mr. Pankaj Agarwal
				12. Mr. Palani Samy Kungumaraju
3.	Board Meeting	4/2023	10.11.2023	1. Mr. Gaurav Swarup
				2. Mr. Hartaj Sewa Swarup
				3. Mr. Niranjan Kumar Gupta
				4. Mr. Naveen Aggarwal
				5. Mr. Shyam Sunder Madan
				6. Ms. Purti Gupta
				7. Mr. Ashutosh Gupta
				8. Mr. Palani Samy Kungumaraju
S. No.	Type of Meeting	No. of meetings	Date of Meeting		Directors attended the meeting
4.	Board Meeting	1/2024	12.02.2024		1. Mr. Hartaj Sewa Swarup
					2. Mr. Niranjan Kumar Gupta
					3. Mr. Naveen Aggarwal
					4. Mr. Shyam Sunder Madan
					5. Mr. Ashutosh Gupta
					6. Mr. Palani Samy Kungumaraju
5.	Board Meeting	2/2024	27.03.2024		1. Mr. Gaurav Swarup
					2. Mr. Hartaj Sewa Swarup
					3. Mr. Niranjan Kumar Gupta
					4. Mr. Naveen Aggarwal
					5. Mr. Shyam Sunder Madan
					6. Mr. Ashutosh Gupta
					7. Mr. Palani Samy Kungumaraju
6.	Annual General	53rd	21.09.2023		1. Mr. Gaurav Swarup
	Meeting for the				2. Mr. Hartaj Sewa Swarup
	FY 2022-23				3. Mr. Arun Kumar Singhania
					4. Mr. Sanjay Garg
					5. Mr. Niranjan Kumar Gupta
					6. Mr. Naveen Aggarwal
					7. Mr. Shyam Sunder Madan
					8. Ms. Purti Gupta
					9. Ms. Deepika Sharma
					10. Mr. Palani Samy Kungumaraju

COMPOSITION OF AUDIT COMMITTEE

The Company has formed the Audit Committee pursuant to the provisions of Section 177 of the Act consisting of the following members:

1. Mr. Naveen Aggarwal : Chairman

2. Mr. N.K. Gupta : Committee Member

3. *Mr. Sanjay Garg : Committee : Member

4. *Mr. Arun Kumar Singhania : Committee Member

5. **Mr. Hartaj Sewa Singh : Committee Member

During the year Four (04) meetings of the Audit Committee were convened and held on:

• 22^nd May, 2023

• 11^th August, 2023

• 10^th November, 2023

• 12^th February, 2024

Majority of the members of the Audit Committee are financially literate and have accounting or related financial management expertise.

Attendance of the Members at the Meeting was as follows:

Name	Designation/ Status	No. of Meetings entitled to attend	No. of Meetings attended
Naveen Aggarwal	Chairman	4	4
N.K. Gupta	Member	4	4
Arun Kumar Singhania	Member	3	3
Sanjay Garg	Member	3	3
Hartaj Sewa Singh	Member	1	1

*Mr. Sanjay Garg & Mr. Arun Kumar Singhania resigned from the Board w.e.f. 10^th November, 2023 at the Board Meeting after attending Committee Meeting held on same day.

**Mr. Hartaj Sewa Singh was appointed as committee member in the Board Meeting held on 10^th November, 2023 after the Committee Meeting.

Further, Consequent to the completion of two terms of Independent Directors i.e. Mr. Naveen Aggarwal and Mr. N.K. Gupta on 31^st March, 2024, there appointment ceased w.e.f 31^st March, 2024 and new Independent Directors were appointed on the Board in the Board Meeting held on 27^th March, 2024, w.e.f. 1^st April, 2024. Accordingly, New committee Structure as on today are as follows:

1. Mr. Atul Seksaria : Chairman

2. Mr. Gaurav Lodha : Committee Member

3. Mr. Hartaj Sewa Singh : Committee Member

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Company has formed the Nomination & Remuneration Committee pursuant to the provisions of

Section 178 of the Act consisting of the following members:

1. Mr. Naveen Aggarwal : Chairman

2. Mr. Hartaj Sewa Singh : Committee Member

3. Mr. Shyam Sunder Madan : Committee Member

4. Mr. Arun Kumar Singhania : Committee Member

During the year Two (02) meetings of the Nomination & Remuneration Committee were convened and held on:

• 11^th August, 2023

• 27^th March, 2024

Attendance of the Members at the Meeting was as follows:

Name	Designation/ Status	No. of Meetings entitled to attend	No. of Meetings attended
Naveen Aggarwal	Chairman	2	2
Hartaj Sewa Singh	Member	2	2
Shyam Sunder Madan	Member	2	2
*Arun Kumar Singhania	Member	1	1

*Mr. Arun Kumar Singhania resigned from the Board w.e.f. 10^th November, 2023 at the Board Meeting after attending Committee Meeting held on same day.

Further, Consequent to the completion of two terms of Independent Directors i.e. Mr. Naveen Aggarwal and Mr. Shyam Sunder Madan on 31^st March, 2024, there appointment ceased w.e.f 31^st March, 2024 and new Independent Directors were appointed on the Board in the Board Meeting held on 27^th March, 2024, w.e.f. 1^st April, 2024. Accordingly, New committee Structure as on today are as follows:

1. Mr. Rishabh Chand Lodha : Chairman

2. Mr. Atul Seksaria : Committee Member

3. Mr. Hartaj Sewa Singh : Committee Member

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed the Stakeholders Relationship Committee pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") consisting of the following members:

Mr. Niranjan Kumar Gupta : Chairman

Mr. S. S. Madan : Member

*Mr. Hartaj Sewa Singh : Member

During the year only one meeting of the Stakeholders Relationship Committee was convened and held on12^th February, 2024.

Attendance of the Members at the Meeting was as follows:

Name	Designation/	No. of Meetings	No. of Meetings
	Status	entitled to attend	attended
Mr. Niranjan Kumar Gupta	Chairman	1	1
Mr. Shyam Sunder Madan	Member	1	1
Mr. Hartaj Sewa Singh	Member	1	1

*From the Board Meeting dated 10^th November, 2023, Mr. Hartaj Sewa Singh became the member of the

Committee.

Further, Consequent to the completion of two terms of Independent Directors i.e. Mr. N K Gupta and Mr. Shyam Sunder Madan on 31^st March, 2024, there appointment ceased w.e.f 31^st March, 2024 and new Independent Directors were appointed on the Board on the Board Meeting held on 27^th March, 2024, w.e.f. 1^st April, 2024. Accordingly, New committee Structure as on date are as follows:

1. Mr. Hartaj Sewa Singh : Chairman

2. Mr. Rishabh Chand Lodha : Committee Member

3. Ms. Shukla Bansal : Committee Member

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board of Directors ("Board") is in terms of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Financial Year 2023-24, following changes took place in the Board of Directors of the company:

S. No.	DIN/PAN	Directors Name	Date of Re-Appointment/ Regularization/ Resignation	Status
1	00173286	Mr. Hartaj Sewa Singh	21st September, 2023	Re-appointment due to
				Retire by Rotation
2	08467347	Mr. Pankaj Agarwal	21st September, 2023	Re-appointment due to
				Retire by Rotation
			10th November, 2023	Resigned
3	09539286	Mr. Sanjay Garg	21st September, 2023	Re-appointment due to
				Retire by Rotation
			10th November, 2023	Resigned
4	08873691	Ms. Deepika Sharma	21st September, 2023	Regularized
			10th November, 2023	Resigned
5	08497328	Mr. Kanjirakkattu	18th April, 2023	Resigned
		Gopalan
		Manoj Kumar
6	10164262	Mr. Palani Samy	18th April, 2023	Appointment
		Kungumaraju	21st September, 2023	Regularized
7	00160194	Mr. Arun Kumar	10th November, 2023	Resigned
		Singhania
8	07090475	Ms. Purti Gupta	10th February, 2024	Resigned
9	00936395	Mr. Naveen Aggarwal	31st March, 2024	Retired due to
				Completion of Two
				Tenure
10	00923080	Mr. N. K. Gupta	31st March, 2024	Retired due to
				Completion of Two
				Tenure
11	02427885	Mr. Shyam Sunder	31st March, 2024	Retired due to
		Madan		Completion of Two
				Tenure

Further, there were no changes taken place in KMP.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Director was appointed or re-appointed during the Financial Year 2023-24.

Further, All Independent Directors i.e. Mr. Naveen Aggarwal, Mr. N.K. Gupta and Mr. Shyam Sunder Madan were completed their two terms of appointment as Independent Directors on 31^st March, 2024 and Ms. Purti Gupta has resigned on 10^th February, 2024 before her tenure completion due to her personal and professional obligations.

Accordingly, Mr. Gaurav Lodha, Mr. Rishabh Chand Lodha, Mr. Atul Seksaria and Ms. Shukla Bansal were appointed as Independent Directors in the board meeting held on 27^th March, 2024 w.e.f. 1^st April, 2024.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

During the year, the Company has not given any loans or guarantees and has not made any investments under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

BUSINESS RISK MANAGEMENT:

A well- risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place, both in respect of internal and external risks. The objective is to minimize the impact of risks identified and taking advance actions to mitigate them. Risk management forms an integral part of the management policy and is an ongoing process integrated with operations as required under section 134(3)(n) of the Companies Act, 2013. At present the Company has not identified any element of risk, which may threaten the existence of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013 and the rules made thereunder, your Company has formulated an internal policy on

Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.

The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A policy which is in line with the statutory requirements is in place.

Furthermore, status of the compliance is as follows: a. number of complaints filed during the financial year Nil b. number of complaints disposed of during the financial year Nil c. number of complaints pending as on end of the financial year - Nil

INSIDER TRADING REGULATION

The Company has adopted a Code of Conduct for Prevention of Insider Trading (in form of Structured Digital Database-SDD) with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the KMP have confirmed compliance with the Code.

BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY 2023-24, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The observations and comments of the Audit Committee are placed before the Board time to time.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior

Management personnel have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Companys business for the year, as stipulated under Regulation 34 (2) (e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in

"Annexure-E".

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by any Regulator or Court or

Tribunal which can have impact on the going concern status of the Company and its operations in future.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 OF 2016) neither any proceeding under the said Code is pending.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

This particular clause is not applicable on the Company as the Company has not taken any loan from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors wish to thank the Companys customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors also acknowledge and appreciate the support and confidence reposed by the Companys shareholders. The Directors remain committed to enable the Company to achieve its long-term growth objectives in the coming years.