Binny Mills Ltd

To,

The Members of the Company,

Your Directors have pleasure in presenting the Seventeenth Annual Report and the Audited Financial Statements of your Company for the financial year ended 31st March, 2024.

FINANCIAL SUMMARY [pursuant to Rule 8(5)(i) of the Companies (Accounts) Rules, 2014]

Based on Ind AS compliant Financial Statements

OPERATIONS

The members may be aware that pursuant to the Demerger Scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the Company, with effect from 1st January 2010, the appointed date as per the Demerger Scheme.

The Company operates in 3 divisions viz., Warehousing, Showrooms and Textiles. The Warehousing division has rented its warehouses and is deriving rental income from it. The Showrooms are engaged in retail selling of textile materials. The Textiles division is engaged in selling textile materials, particularly uniform materials, bed spreads, and other textile varieties. Earlier the Company operated in 4 divisions including Agencies. The agencies division was engaged in business of selling tarpaulin, raincoats and bags. Presently the Company does not have agencies division and functions with other 3 divisions mentioned above.

For the year 2023-24, the Rental income from Warehousing division was Rs. 278.59 lakhs as against Rs. 351.22 lakhs in the previous year, an decrease by 20.67%. The sales made by the Showrooms division were Rs.128.37 lakhs as against Rs.110.95 lakhs in the previous year, a increase by 15.70 %. The Textiles division made sales of Rs. 289.06 lakhs as against Rs. 292.71 lakhs in the previous year, a decrease by 1.25%.

The aggregate amount of revenue from rent, sales and operating income were Rs. 697.42 lakhs as against Rs. 756.33 lakhs in the previous year.

The warehouse division has made a net profit of Rs. 245.93 lakhs as against net profit of Rs. 280.17 lakhs in the previous year, the showrooms division has incurred a net profit of Rs. 0.41 lakhs as against a net loss of Rs. 18.53 lakhs in the previous year and the textiles division has made a net profit of Rs. 6.58 lakhs as against a net loss of Rs. 2.86 lakhs in the previous year.

The Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) had become applicable to the Company from the financial year 2017-18 onwards. Accordingly, the financial statements for the year ended 31st March 2024 have been prepared and presented after complying with the applicable Ind AS requirements.

PREFERENCE SHARES

The 28,14,18,142 (9%) Cumulative Redeemable Preference Shares (CRPS) of Rs.5/- each aggregating to Rs.140,70,90,710/- were redeemable on or before 12th May 2020. However the redemption period was extended for a further period of 5 years to be redeemed on or before 12th May, 2025.

The preference shareholders and the shares held by them are as follows:

Preference share dividend is payable on the CRPS from the date of original allotment of shares by Binny Limited. The holders of the CRPS have preferential right to dividend over the equity share holders, as and when dividend is declared by the company.

In accordance with the Ind AS requirements, the Paid-up Preference Share Capital on the 9% Cumulative Redeemable Preference Shares of Rs.140,70,90,710/- which was earlier classified as Share Capital has now been reclassified as Borrowings as Financial Liabilities under Non-current liabilities.

Pursuant to this classification, the preference dividend amount of Rs.12,66,38,164/- has been charged to Profit and Loss statement as Finance Cost for the year ended 31st March 2024 as against the amount of Rs.12,66,38,164/- in the previous year ended 31st March 2023.

The amount of Preference dividend payable has increased from Rs. 20,122.97 lakhs in the previous year to Rs. 21,389.35 lakhs in the current year.

Since the Company has incurred loss, the company cannot pay dividend this year. Hence, the company is not recommending preference dividend this year.

DIVIDEND ON EQUITY SHARES

The company is not recommending dividend on the equity shares for this year.

COMPANY'S PERFORMANCE

Considering the difficult macro-economic conditions and challenging business environment, the Company's performance during the year under review was satisfactory.

FUTURE PLANS

The Company has plans to improve its sales performance in the Textile Division by focusing on whole sale customers while retaining the existing retail customers. The Company has plans to procure bulk orders for its Textile division in order to improve the sales and profit. The Company has plans to attract new customers for its retail textile sale. The Company also have plans to develop and make use of the Warehouse space to attract clients and derive the maximum benefit and income.

BOARD OF DIRECTORS

Director's retirement by rotation:

• Shri N. Prasanna, non-executive and non-independent Director (DIN:01684876), retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

Director appointment made during the year:

• Smt V. Samyuktha (DIN: 02691981) was appointed as Managing Director in the Extra Ordinary meeting held on 28th December, 2023

• Shri M. Padmanabhan (DIN: 00101997) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 24th May, 2024.

• Shri Perumal Viyash (DIN: 08350502) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 24th May, 2024.

• Shri Richard Henry (DIN: 05258395) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 30th May, 2024.

Director's resignation/retirement made during the year:

• Shri V. Sengutuvan, Director (DIN:00053629) tendered his resignation from the Board of Directors of the Company with effect from 2nd November, 2023

• Shri S. Varatharajan, Independent Director (DIN: 01819133) tendered his retirement from the Board of Directors of the Company after the completion of his tenure as Independent Director with effect from 31st March, 2024.

• Shri M. Parthasarathi, Independent Director (DIN: 03209175) tendered his retirement from the Board of Directors of the Company after the completion of his tenure as Independent Director with effect from 31st March, 2024.

• Shri N. Jai Ganesh, Independent Director (DIN: 06969618) tendered his retirement from the Board of Directors of the Company after the completion of his tenure as Independent Director with effect from 31st March, 2024.

The Board appreciated the valuable contributions made by them to the growth of the Company.

Independent Directors' meeting:

The independent directors met on 14th February, 2024 without the presence of other directors or members of Management. All the independent directors were present at the meeting. In the meeting, the independent directors reviewed performance of non-independent directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

STATUTORY AUDIT

M/s.Ramesh & Ramachandran, Chartered Accountants, Chennai (Firm Registration No. 002981S) the Statutory Auditors of the Company, were appointed as the Auditors at the Fifteenth Annual General Meeting of the Company held on 30th September, 2022 for a period of five years and they shall hold office till the conclusion of the 20th Annual General Meeting to be held in the year 2027.

The Companies (Amendment) Act, 2017, has amended section 139 of the Companies Act, 2013 by omitting the first proviso to section 139 (1) which provided for ratification of appointment of auditor by the members at every Annual General Meeting. The amendment has been notified to have come into effect from 7th May 2018. Due to this, there is no need for ratification by the members the appointment of auditors at every Annual General Meeting till the completion of the five year term.

SECRETARIAL AUDIT

The Board has appointed Shri K. Elangovan, Company Secretary in Practice, Chennai, (Certificate of Practice No: 3552 and Membership No.: FCS 1808) to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2023-24. The Secretarial Audit Report is annexed to this report as Annexure I.

INTERNAL AUDIT

M/s. Sankaran & Krishnan, Chartered Accountants was appointed as the internal auditor for the FY 2023-24, to ensure that necessary controls are in place at all levels and all transactions are adequately authorized and reported correctly. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. Significant internal audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board periodically.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing regulations, the Company has formulated and established a Whistle Blower Policy / Vigil Mechanism for providing a mechanism under which an employee and director of the Company may report their genuine concerns or grievances about violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of Company's code of conduct or ethics policy.

The Vigil Mechanism provides for adequate safeguards against victimization of directors / employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. It also ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy / Vigil Mechanism is uploaded on the Company's website www.bmlindia.com.

a) Extract of Annual Return:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the copy of Annual Return in prescribed form MGT–7 shall be placed on the Company's website at the link https://www.bmlindia.com/ upon filing the same with the Registrar of Companies (ROC).

Further in accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013, the Annual Return as referred to in sub-section (3) of section 92 of the Companies Act 2013 shall be provided on the website of the Company at the web address www.bmlindia.com.

b) Number of meetings of the Board:

There were six Board meetings held during the year. The details of the Board meetings and the Committee meetings are given in the Report on Corporate Governance which forms part of the Annual Report.

c) Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the Annual Accounts, for the year ended 31st March 2024, the applicable Accounting Standards had been followed along with proper explanation for material departures, if any;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2024 and of the loss of the Company for that period;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31st March 2024 had been prepared on a going concern basis.

v) That the internal financial controls had been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and;

vi) That the proper systems to ensure compliance with the provisions of all applicable laws had been devised and that such systems were adequate and operating effectively.

d) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1)(b) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations') and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior management personnel.

e) Company's policy on Directors appointment and remuneration:

In accordance with section 178(4) of the Companies Act, 2013 and pursuant to Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (henceforth referred to as ‘the Listing regulations'), the Nomination and Remuneration Committee has put in place the policy on diversity of Board of directors for appointment of directors taking into consideration the qualification and wide experience of the directors in the fields of textiles trading, banking, finance, administration and legal apart from compliance of legal requirements of the Company. The policy on diversity of the Board of directors is disclosed on the Company's website www.bmlindia.com.

The Nomination and Remuneration Committee has laid down remuneration criteria for the directors, key managerial personnel, and other employees in the Nomination and Remuneration Policy. It has also laid down, in the Nomination and Remuneration Policy, the evaluation criteria for the performance evaluation of the directors including independent directors. The Nomination and Remuneration Policy is disclosed on the Company's website www.bmlindia.com pursuant to section 178(4) of the Companies Act, 2013.

f) Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made in the Auditors' Report and in the Secretarial Audit Report:

The Auditors' Report to the Shareholders for the year under review have drawn attention to certain matters which are elaborated in the notes to the financial results. Apart from this, the Audit Report does not contain any other qualification, reservation, or adverse remark or disclaimer.

The Secretarial Audit report (Form MR-3) to the shareholders for the year under review have drawn attention to certain matters which are elaborated in the notes to accounts. Apart from this, the secretarial Audit report does not contain any other qualification, reservation or adverse remark or disclaimer.

g) Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:

The shareholders at their Extra-ordinary General Meeting held on 17th May 2022, by passing a special resolution, approved an unsecured loan to an extent of Rs. 5,00,00,000/- (Rupees Five Crores Only) to grant to TCP Limited in one or more tranches, at the interest rate of 10% for a term of 3 years and with such other terms and conditions as agreed between the Company and TCP Limited. Further, the shareholders, at their 15thAnnual General Meeting held on 30th September 2022, by passing a special resolution, in super session of the resolution passed at the Extraordinary General Meeting held on 17th May 2022, approved the further increase of the unsecured loan amount to Rs. 10,00,00,000/- (Rupees Ten Crores Only) upon the same terms and conditions as agreed between the Company and TCP Limited. These resolutions were in approval with the Board of Directors and Audit Committee.

During the Financial year 2023-24, the Company has lent Rs. 3,29,00,000/- to TCP Limited aggregating to Rs. 8,09,00,000/ in tranches.

Apart from the above, there are no other loans made, guarantees given or security provided or securities of any other body corporate acquired, during the year, under section 186 of the Companies Act, 2013.

h) Particulars of contracts or arrangements with related parties:

The Related Party Transactions (RPT's) entered into by the Company are given in the Notes on Accounts attached to the Financial Statements forming part of this Annual Report.

During the FY 2023-24, the Company has lent Rs. 3,29,00,000/- to TCP Limited aggregating to Rs. 8,09,00,000/- in tranches as per the agreement between the Company and TCP. The above transaction was approved in the Annual General Meeting held on 30th September 2022 by special resolution. According to Regulation 23 of SEBI LODR Regulations, 2015, the transaction is considered as material transaction. However this transaction will not attract the provisions of section 188(1) of the Companies Act, 2013. These transactions were entered, as per the compliance with the provisions of the Companies Act, 2013 and Listing Regulations.There are no contracts or arrangements with Related Parties referred to in section 188(1) of the Companies Act, 2013.

Apart from above, there are no other materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the directors have any pecuniary relationships or transactions with the Company except for the payment of sitting fees. There are no particulars of RPT's to be disclosed in Form AOC-2.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website www.bmlindia.com.

i) The state of the Company's affairs:

The state of the Company's affairs is explained in the paragraph ‘operations' in the Directors' Report.

j) The amount, if any, carried to reserves:

The Company has not transferred any amount to reserves.

k) The amount, if any, which it recommends, should be paid by way of dividend:

The Board is not recommending payment of any dividend for this year.

l) Material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of report:

There are no material changes and commitments affecting the financial position of the Company, that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report viz., for the period from 31st March 2024 to 16th July 2024.

m) Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

n) Risk Management Policy:

The Company has framed a Risk Management Policy to identify, communicate and manage material risks across the organization. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis Report annexed to the Directors' Report.

o) The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year:

The provisions of section 135 of the Companies Act, 2013 are not applicable to the Company for the financial year under purview. Hence, the Company is not required to constitute the Corporate Social Responsibility Committee and form Corporate Social Responsibility Policy during the year under purview. However, pursuant to good corporate governance practice, your company demands adherence of social responsibility coupled with creation of value in the larger interest of the society. Your company and its dedicated employees continue to contribute towards several worthwhile causes. Your company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility.

p) Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.

q) The financial summary or highlights:

The financial summary is given in the Paragraph ‘Financial summary' in the Directors' Report.

r) The change in the nature of business, if any: There is no change in the nature of business during the year under review.

s) The details of directors or key managerial personnel who were appointed or have resigned / retired during the year:

• Smt V. Samyuktha (DIN: 02691981) was appointed as Managing Director in the Extra Ordinary meeting held on 28th December, 2023

• Shri M. Padmanabhan (DIN: 00101997) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 24th May, 2024.

• Shri Perumal Viyash (DIN: 08350502) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 24th May, 2024.

• Shri Richard Henry (DIN: 05258395) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 30th May, 2024.

• Shri V. Sengutuvan, Director (DIN:00053629) tendered his resignation from the Board of Directors of the Company with effect from 2nd November, 2023

• Shri S. Varatharajan, Independent Director (DIN: 01819133) tendered his retirement from the Board of Directors of the Company after the completion of his tenure as Independent Director with effect from 31th March, 2024.

• Shri M. Parthasarathi, Independent Director (DIN: 03209175) tendered his retirement from the Board of Directors of the Company after the completion of his tenure as Independent Director with effect from 31th March, 2024.

• Shri N. Jai Ganesh, Independent Director (DIN: 06969618) tendered his retirement from the Board of Directors of the Company after the completion of his tenure as Independent Director with effect from 31th March, 2024.

• Smt K. Aarthi, was appointed as Company Secretary with effect from 7th July, 2023. Shri R. Kannan, was appointed as Chief Financial Officer with effect from 6th January, 2024. Miss. S. Sahana, resigned from the post of Company Secretary on 30.06.2023.

There were no other directors or key managerial personnel who were appointed or have resigned during the year.

t) Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:

Your Directors are of the opinion that the Independent Directors of the Company appointed during the year are of high integrity and suitable expertise as well as experience (including proficiency).

u) The names of Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year:

There are no Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year.

v) The details relating to deposits, covered under Chapter V of the Companies Act, 2013 and details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:

The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

w) The 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:

A case was filed by M/s. Sheetala Credit Holding Pvt Ltd & 5 Others (Petitioners) on M/s. Binny Mills Ltd & Others (Respondents) before the National Company Law Tribunal (NCLT) Special Bench (Court-I), Chennai under Sections 213, 241, 242, and 244 of the Companies Act, 2013 on 8th August 2023. During the year 2023-24, the company appeared for hearings as directed by the NCLT. The case is under process with NCLT (Court –I), Chennai.

x) The details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company's well defined organizational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. The internal financial control is supplemented by regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare the financial statements and other data. The Audit Committee reviews the internal financial controls and also monitors the implemented suggestions.

y) Disclosure as to whether maintenance of cost records is required by the Company and whether such accounts and records are made and maintained

The Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

z) Disclosure under section 22 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

aa) Disclosure as to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has a policy for prevention of sexual harassment of women at the workplace in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

bb) The details of the application made or any proceedings pending under the Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the FY:

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.

cc) Other Disclosures:

1. No equity shares were issued with differential rights as to dividend, voting or otherwise.

2. No equity shares (including sweat equity shares) were issued to the employees of the Company under any Scheme.

3. The Company has not resorted to any buy-back of its equity shares during the year.

4. There was no fraud reported by the Auditors of the Company to the Audit Committee under section 143(2) of the Companies Act, 2013.

5. Composition of Audit Committee: (pursuant to section 177(8) of the Companies Act, 2013): The Audit Committee comprised of the following directors namely, Shri S. Varatharajan, Chairman, Shri M. Parthasarathi and Shri N. Jaiganesh as on 31.03.2024. There was no change in the composition of the Audit Committee as on 31.03.2024.

6. The disclosures on the composition of committees constituted by the Board under the Companies Act, 2013 and the Listing Regulations, as well as changes in their composition, if any, during the year is given in the Report on Corporate Governance attached to the Directors' Report.

7. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year:

Since no director of the Company is in receipt of remuneration from the Company there are no particulars to be furnished.

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

There is no increase in the remuneration to the aforesaid personnel in the financial year 2023-24.

iii. The percentage increase in the median remuneration of employees in the financial year:

There were no increase in the median remuneration of employees in the financial year 2023-24.

iv. The number of permanent employees on the roles of the Company:

There are 7 permanent employees on the roles of the Company as at 31st March 2024.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year viz., 2023-24 and its comparison with the percentile increase in the managerial remuneration:

The salaries of the permanent employees were increased by 15% on their Gross Income and no increase in salaries was made to Directors and KMP.

vi. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company confirms that all the remuneration paid to the employee is as per the Remuneration Policy of the Company.

vii. The key parameters for any variable component of remuneration availed by the directors:

The directors were not paid any remuneration during the financial year 2023-24 viii. Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as no employee is in receipt of the remuneration exceeding the limits specified in Rule 5(2)

ANNEXURES TO THE DIRECTORS' REPORT

1. Secretarial Audit Report – Annexure I; and

2. Auditors' Certificate on Corporate Governance Compliance – Annexure II

The Management Discussion and Analysis Report

The Management Discussion and Analysis Report, pursuant to regulation 34 (2) (e) and Schedule V of the listing regulations, is given as a separate Report and this report is part of the Directors' Report.

The Report on Corporate Governance

The Report on Corporate Governance, pursuant to regulation 34(3) and Schedule V of the listing regulations, together with Auditors' Certificate on Corporate Governance, the certificate duly signed by the Chairman & Director of the Company for the year ended 31st March 2024 as submitted to the Board of Directors at their meeting held on 16th July 2024 and the declaration by the Chairman & Director of the Company regarding compliance by the Board members and senior management personnel with the Company's Code of Conduct is included as a separate section in the Annual Report and this Report is part of the Directors' Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation and support extended by all concerned persons and authorities for the smooth and efficient functioning of the Company.