Centrum Capital Ltd

Dear Members,

Your Directors have pleasure in presenting the 47th Annual Report and Audited Accounts of the Company for the Financial Year ended March 31, 2025.

1. Financial Highlights

The summarized performance of the Company for the Financial Years 2024-2025 and 2023-2024 is given below:

2. Financial Performance and State of Company Affairs

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which is annexed to this Report (Refer Annexure B) and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

3. Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and applicable provisions of the Companies Act, 2013 ("the Act"), read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2024-25, have been prepared in compliance with applicable IND AS and on the basis of Audited Financial Statements of the Company, its Subsidiaries and Associate Companies, accordance with the applicable IND AS 110 on Consolidated Financial Statements read with the Listing Regulations, the Consolidated Audited Financial Statements for the year ended March 31, 2025, are provided in the Annual Report.

A statement containing the salient features of the Financial Statements of each of the Subsidiary and Associates in the prescribed Form AOC-1 is annexed as Annexure A to this Annual Report.

The Company shall provide free of cost, the copy of the Financial Statements of its Subsidiaries to the Shareholders upon their request. The statements are also available on the website of the Company www.centrum.co.in.

4. Transfer to Reserves

No amount has been transferred from Statement of profit and loss Account to Reserves. 183.62 Lakhs are being transferred from Share Outstanding Option Account to General Reserve. No amount has been transferred from Debenture Redemption Reserve to General Reserve.

5. Dividend

With a view to conserve resources for future operations and growth, the Board has not recommended any dividend for Financial Year 2024-25.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution Policy? and details of the same have been uploaded on the Company?s website www.centrum.co.in

6. Unclaimed Dividend

Details of Unclaimed Dividend as on March 31, 2025:

7. Business Overview & Future Outlook

A detailed business review & outlook of the Company are appended in the Management Discussion and Analysis section of the Annual Report.

8. Share Capital

The Authorised Share Capital of the Company is

1,65,01,00,000 (Rupees One Hundred Sixty Five Crores and One Lakh Only) divided into 1,65,01,00,000/- (One

Hundred Sixty Five Crores and One Lakh) Equity Shares of 1/- each. During the Financial Year under review, there was no change in the Paid-up Share Capital of the Company.

9. Change in the Nature of Business

There has been no change in the nature of business of the Company during the Financial Year 2024-25. During the financial year ended March 31, 2025, pursuant to the resolution passed by the shareholders through Postal Ballot on December 13, 2024, the Objects Clause of the Memorandum of Association of the Company was amended to enable the Company undertake business in commodity and commodity derivatives. The Company is yet to commence any business in the segment.

10. Debentures

During the Financial Year under review, the Company issued 9,187 Unlisted Non-Convertible Debentures having face value of RS. 1,00,000/- each amounting to 9,207.26 Lakhs

(including premium) and redeemed 18,875 Unlisted Non-convertible Debentures amounting to 18,875.00 Lakhs.

The Company has issued 165 Unrated, Unlisted, Senior, Secured, Redeemable Non-Convertible Debentures having face value of RS. 1,00,00,000/- (Indian Rupees One Crore Only) amounting to RS. 1,65,00,00,000/- (Rupees One Hundred and

Sixty Five Crores only) on private placement basis in two Tranches on July 24, 2024 and August 09, 2024.

11. Credit Rating

No credit rating has been obtained by the Company with respect to its securities. Further, the Company was not required to obtain any credit rating in relation to any of its indebtedness.

12. Debenture Trustees

Beacon Trusteeship Limited and Catalyst Trusteeship Limited act as the Debenture Trustee for Non-Convertible Debentures issued by the Company.

13. Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details on the overall industry structure, economic developments, performance and state of affairs of the Company?s various businesses, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2024-25. The Management Discussion and Analysis is annexed as Annexure B to this Annual Report.

14. Business Responsibility and SustainabilityReport

The Group is committed to implementing sustainable practices, and preserving natural resources. On a Social front, the group is promoting diversity and inclusion, respecting human rights, and engaging with local communities. As part of its Governance approach, the group ensures transparency, accountability, and ethical behaviour throughout the organization.

In accordance with the Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company is available on the Company?s website and can be accessed at www.centrum.co.in

15. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and date of the Report.

16. Corporate Governance Report

At Centrum, we ensure that we evolve and follow corporate governance guidelines not just to boost long-term shareholder value, but also to respect minority interest. We consider it our responsibility to disclose timely and accurate information regarding financial, business performance and governance of the Company.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report. The Corporate Governance Report is annexed as Annexure C to this Annual Report.

17. Listing Fees

The Company?s equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company has paid listing fees up to the Financial Year 2025-26.

18. Number of Meetings of the Board and itsCommittees

The details of the Meetings of the Board of Directors and its Committees, convened during the Financial Year 2024-25 are given in the Corporate Governance Report (Annexure C), which forms part of this Report.

19. Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required by the Board as a whole and its individual members with the objective of having a Board with a diverse background and rich experience in business. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberation and willingness to exercise authority in a collective manner. The Policy regarding the same is available on the website of the Company www.centrum.co.in.

20. Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy (‘?Policy??) for Directors, Key Managerial Personnel, Senior Management and other employees pursuant to the provisions of the Act and the Listing Regulations, salient features of the Policy forms part of Corporate Governance Report, which forms part of this Report.

21. Familiarisation Programme for IndependentDirectors

In terms of Listing Regulations, the Company is required to familiarize its Independent Directors with their roles, rights and responsibilities in the Company etc., through interactions and various programmes.

The Independent Directors are also required to undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company in terms of Schedule IV of the Act.

The details on the Company?s Familiarization Programme for Independent Directors is available on the Company?s website www.centrum.co.in

22. Board Evaluation

Pursuant to the provisions of the Act, read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re–enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/Committees was carried out.

The criteria applied in the evaluation process is detailed in the Corporate Governance Report (Annexure C), which forms part of this Report. In a separate Meeting of Independent Directors, evaluation of the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was done after taking into account the views of Executive and Non-Executive Directors.

23. Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that, they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of the Listing Regulations (including any statutory modification(s) or re–enactment(s) for the time being in force).

24. Independent Directors? Meeting

A meeting of Independent Directors was held on January 24, 2025, as per Schedule IV of the Act read with Regulation 25(3) of Listing Regulations.

25. Changes in Directors and Key ManagerialPersonnel

Due to increased personal commitments, Mr. Rajesh Srivastava (DIN: 00302223), Non-Executive Director of the Company resigned from the directorship of the Company with effect from May 18, 2024.

Mr. Sriram Venkatasubramanian resigned as the Chief Financial Officer of the Company and Key Managerial Personnel of the Company with effect from close of business hours of May 31, 2024, on account of his transition to a new role with Centrum Financial Services Limited, a subsidiary of the Company.

Mr. Shailendra Apte was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company, with effect from June 01, 2024.

Mr. K.R. Kamath (DIN: 01715073), Non-executive Director liable to retire by rotation at the Company?s 46th Annual General Meeting, had expressed his desire to not be reappointed. The shareholders accorded their consent to not fill the vacancy arising on account of his resignation.

The term of Mr. Subratakumar Atindra Mitra (DIN: 00029961), who was appointed as an Independent Director on the Board of the Company for a period of five consecutive years commencing from September 12, 2019, concluded on September 11, 2024 (both days inclusive).

Mr. Parthasarathy Iyengar resigned as Company Secretary and Compliance Officer of the Company w.e.f.

September 18, 2024. Mr. Balakrishna Kumar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. October 30, 2024.

Mr. Jaspal Singh Bindra was re-appointed as Executive Chairman of the Company for a period of 3 years with effect from April 21, 2025 to April 20, 2028 vide Postal Ballot Resolution passed on April 11, 2025.

As per the provisions of the Act and Articles of Association of the Company, Mrs. Mahakhurshid Byramjee (DIN: 00164191) Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, seeks re-appointment. The Board has recommended her re-appointment as Non-executive Director of the Company.

Information pursuant to Regulation 36(3) of the Listing Regulations with respect to the Directors seeking Appointment/Re-appointment is appended to the Notice convening the ensuing Annual General Meeting. The Board recommends their Appointment/ Re-appointment.

26. Key Managerial Personnel

As on March 31, 2025, Mr. Jaspal Singh Bindra was the Executive Chairman of the Company. Mr. Shailendra Apte was the Chief Financial Officer of the Company. Mr. Balakrishna Kumar was the Company Secretary and Compliance Officer of the Company.

27. Disclosure under Section 197(14) of theAct

The Executive Chairman of the Company has not received any commission from its holding or subsidiary companies. The Executive Chairman received a sum of RS. 10,00,000/- from Unity Small Finance Bank Limited ("Bank") as fees for attending the Board Meetings of the Bank.

28. Investor Education and Protection Fund(IEPF)

Details of transfer of unclaimed dividends and eligible shares to IEPF have been placed in the Corporate Governance Report, which forms part of the Annual Report.

29. Directors? Responsibility Statement

Pursuant to Section 134 of the Act (including any statutory modification(s) or re–enactment(s) for the time being in force), the Directors of the Company confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable IND AS and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies, 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 as at March 31, 2025 and of the profit and loss of the Company for the Financial Year ended March 31, 2025; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re–enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a ‘going concern? basis; (e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) devised proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

30. Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Management?s financial reporting process and ensure accurate and timely disclosures with the highest levels of transparency and integrity and quality of financial reporting.

The Committee met 4 (Four) times during the period under review. The details are given in the Corporate Governance Report that forms part of this Report.

As on March 31, 2025, the composition of the Audit Committee was as follows:

The recommendations of Audit Committee given from time to time were considered and accepted by the Board.

31. Contracts/Arrangement with Related Party

In line with the requirements of the Act, the Company has formulated a policy on Related Party Transactions, which describes the transactions requiring requisite approvals and requirements of appropriate reporting and disclosure of transactions between the Company and its related parties. The said policy has also been uploaded on the Company?s website www.centrum.co.in

All Related Party Transactions that are entered into by the Company are placed before the Audit Committee for review and approval, as per requirements of Section 177 read with Section 188 of the Act and Regulation 23 of the Listing Regulations. In accordance with Section 188 of the Companies Act, 2013, all material related party transactions, and transactions not at arms? length are disclosed in Form AOC-2 provided in Annexure D to this Report.

32. Internal Financial Control and Adequacy

The Company has put in place adequate policies and procedures to ensure that the system of Internal Financial Control is commensurate with the size and nature of the Company?s business.

These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding assets of the Company, prevention and detection of fraud, accuracy and completeness of accounting records and ensuring compliance with Company?s policies.

33. Risk Management Policy

The Company has a Risk Management Policy in place, which identifies all material risks faced by the Company.

Due to volatility in the financial markets, the Company is exposed to various risks and uncertainties in the normal course of business. Since volatility can impact operations and financials, the focus on risk management continues to be high.

Centrum?s risk management strategy has product neutrality, speed of execution, reliability of access and delivery of service at its core. Multiple services and diverse revenue streams, enable the Company to ensure continuity in offering customized solutions to suit client needs at all times.

A. Conservation of Energy

The Company?s operations call for nominal energy consumption cost and there were no major areas where conservation measures could be applied on.

However, the Company is making continuous efforts to conserve energy and optimize energy consumption practicable by economizing the use of power.

B. Technology Absorption and R & D Efforts

The Company utilizes technology that not only adheres to Industry Standards but also seeks to provide a competitive advantage over competition. Accordingly, efforts are made to maintain and develop the quality of products / services to meet the expectations of the market.

C. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the

Financial Year under review was 24.00 Lakhs and 57.90 Lakhs respectively as compared to previous Financial Year, in which it was 33.50 Lakhs and 38.62 Lakhs respectively.

35. Subsidiaries, Joint Ventures and Associates

A separate statement containing salient features of the Financial Statements of all Subsidiaries and Associates of the Company forms part of the Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Act.

There has been no material change in the nature of the business of the Subsidiaries and Associates.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of Subsidiaries and Associates, are available on the website of the Company www.centrum.co.in

The Company does not have any Joint Ventures.

A. During the Financial Year under review, following capital transactions were undertaken: i. The Company has not infused any additional capital in the subsidiary or associates.

ii. Sale of Securities:

As on March 31, 2025, the Company had 13 Subsidiaries and 1 Associate.

The Company sold 82.35% (1,40,00,000 shares of H10/- each) of the paid up share capital of Modulus

Alternatives Investment Managers Limited held by the Company to its subsidiary, Centrum Financial Services Limited. The transaction was carried out at arms? length.

During FY 2024-25, Centrum Capital Advisors Limited (‘?CCAL??) raised H 34.50 Lakhs through issue of equity shares, pursuant to which CCAL ceased to be a wholly-owned subsidiary of the Company. The Company continues to hold 74.35% equity stake in CCAL.

Further, a Report on the financial performance of each subsidiary and associate and salient features of the Financial Statements are provided in the prescribed form AOC-1 (Annexure A), annexed to this Report.

B. Material Subsidiaries

During the financial year 2024–25, the Company had the following Material Subsidiaries, as determined in accordance with the thresholds prescribed under Regulation 16(1)(c) and Regulation 24 of the Listing Regulations:

1) Centrum Retail Services Limited

2) Centrum Financial Services Limited

3) Centrum Housing Finance Limited

4) Centrum Wealth Limited

5) Unity Small Finance Bank Limited

The Board of Directors has approved a Policy for determining Material Subsidiaries, which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company?s website www.centrum.co.in

36. Auditors and Auditors Report

The Members of the Company at the 43rd Annual General Meeting held on August 26, 2021, appointed M/s. Sharp

& Tannan, Chartered Accountants (Firm Registration No.- 109982W) as the Statutory Auditors of the Company for a period of five years, to hold office from the conclusion of the 43rd Annual General Meeting to the conclusion of the 48th Annual General Meeting to be held in the year 2026.

The observations made by the Statutory Auditors on the Financial Statements of the Company, in their Report for the Financial Year ended March 31, 2025, read with the Explanatory Notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act. There are no qualifications, reservations or adverse remarks made by M/s. Sharp & Tannan, Statutory Auditors, in their report for the Financial Year ended March 31, 2025.

Pursuant to provisions of Section 143(12) of the Act, the Statutory Auditors have not reported any incident of fraud during the year under review.

37. Secretarial Auditors

The Board had appointed Mr. Umesh P Maskeri, Company Secretary in practice, as Secretarial Auditor, to conduct the secretarial audit, for the Financial Year ended March 31, 2025. Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report of the Secretarial Auditor is provided as Annexure E to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

The Company has obtained an Annual Secretarial Compliance Report from Mr. Umesh P Maskeri, Company Secretary in practice and shall submit the same to the Stock Exchanges within the prescribed timelines.

InaccordancewithRegulation24AoftheListingRegulations, all material unlisted subsidiaries of the Company have undertaken Secretarial Audit for the financial year 2024–25, conducted by a Practicing Company Secretary.

The Secretarial Audit Reports of the Unlisted Material Subsidiaries viz., Centrum Financial Services Limited, Centrum Retail Services Limited, Centrum Wealth Limited,

Centrum Housing Finance Limited and Unity Small Finance

Bank Limited are annexed to this Report.

38. Utilization of proceeds of Preferential Allotment

The Company did not raise any funds through any preferential allotment. However, members are requested to note that, the Company as per its business requirements from time to time raises funds through issuance of privately placed Non-Convertible Debentures under Section 42 of the Act. The Company has not utilized these funds for purposes other than those stated in the Offer Letter.

39. Particulars of Employees and Remuneration

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company is annexed herewith as Annexure F.

The details of employees? remuneration under Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in separate Annexure to this Report. In terms of the second proviso to Section 136(1) of the Act and the rules made thereunder, the Board?s Report is being sent to the members without the aforesaid Annexure. Members interested in obtaining copy of the same may send an email to the Company Secretary and Compliance Officer at secretarial@centrum.co.in

None of the employees listed in the said Annexure are related to any Director of the Company.

40. Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments under the provisions of Section 134(3)(g) and 186(4) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2025, are set out in Note 43 of the Standalone Financial Statements forming part of this Report.

41. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment, the Company has constituted an Internal Complaints Committee in line with the provision of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013.

There were no complaints during the Financial Year 2024-25.

42. Details as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Statement pursuant to Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is available on the company?s website www.centrum.co.in.

There were no instances of non-exercising of voting rights in respect to shares purchased directly by the employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

43. Corporate Social Responsibility (CSR)

The Company had no CSR obligation during the year under review.

44. Extract of Annual Return

The Annual Return of the Company as on March 31, 2025, in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, shall be available on the website of the Company at www.centrum.co.in

45. Public Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re–enactment(s) for the time being in force).

46. Significant and Material orders passed by the Regulators

There are no significant material orders passed by the Regulators or Courts or Tribunals that impact the Company?s going concern status and its future operations.

47. Disclosure on compliance with Secretarial Standards

The Company confirms that the Secretarial Standards issued by the Institute of Company Secretaries of India, were complied with.

48. Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use the mechanism. The Whistle Blower Policy encourages the employees and other parties to report unethical behaviors, malpractices, wrongful conduct, fraud, violation of the Company?s policies & values, violation of law by any employee of the Company without any fear of retaliation. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. There were no Whistle Blower Complaints received during the Financial Year 2024-25. The Whistle Blower Policy has been posted on Company?s website i.e. www.centrum.co.in.

49. Reporting of Frauds

During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud against the Company by its officers or employees as laid down under Section 143(12) of the Act and Rules framed thereunder.

50. Investor Relations

The Company has an effective Investor Relations Program through which continuous interactions with the investment community are done using various communication channels viz. Individual Meetings, One-on-One interactions.

The Company ensures that critical information is made available to all its investors by uploading such information on the Company?s website under the Investor Relations section.

The Company also intimates stock exchanges regarding upcoming events like declaration of quarterly & annual earnings with Financial Statements and other such matters having bearing on the share price of the Company.

51. General

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the period under review.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no revision in financial statements.

3. Company has not issued any sweat equity shares.

4. Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

5. There were no instance of one-time settlement with any bank or financial institutions and

6. There was no proceedings, either filed by the Company or against the Company, pending under Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal or any other court.

52. Human Resource and EmployeeRelationship

There is an ongoing emphasis on building a progressive

Human Resources culture within the organization.

Structured initiatives that foster motivation, teamwork and result orientation continue to be addressed.

53. Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in the demat suspense account or in the unclaimed suspense account.

54. Web link

All the Policies including the following framed by the Company as per the Companies Act, 2013 and Listing Regulations are uploaded on the Company?s website at www.centrum.co.in.

- Nomination and Remuneration Policy

- Remuneration criteria for Non-Executive Directors

- Related Party Transaction Policy

- Familiarisation Programme for Independent Directors

- Policy on determining Material Subsidiaries

55. Cautionary Statement

Statements in the Directors? Report and the Management Discussion & Analysis describing the Company?s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed. Important factors that could influence the Company?s operations include global and domestic demand and supply conditions, changes in government regulations, tax laws, economic developments within the country and such other factors that may affect the markets/industry in which the company operates.

56. Acknowledgement:

The Directors wish to convey their gratitude and place on record their appreciation for employees across levels for their hard work, solidarity, cooperation and dedication during the year.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.