Jagan Lamps Ltd

Dear Members,

The Directors of your Company have pleasure in presenting the 32^nd Annual Report of the Company on the business and operations of the Company, along with standalone audited financial statements for the financial year ended March 31, 2024 and Auditors Report thereon.

1. FINANCIAL HIGHLIGHTS FOR 31.03.2024

The Company's financial performance for the year under review along with previous year's figures are given hereunder-

The above figures are extracted from the audited standalone financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended, and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation,

2015 (the "Listing Regulations").

2. STATE OF COMPANY'S AFFAIRS/PERFORMANCE AND MATERIAL CHANGES AND COMMITMENTS

The revenue from the operation of the Company for the financial year 2023-24 was Rs. 5,117.23/- lakh, increased by 9.42% over the previous financial year's revenue of Rs. 4,676.60/- lakh. Whereas the Company has booked the profit after tax ("PAT")for financial year 2023-24 of Rs. 293.68/- lakh as compared to profit of Rs. 266.46/- lakh in the previous financialyear.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

3. TRANSFER TO RESERVE

An amount of Rs.293.68Lacs has been transferred to General Reserve for financial year ended on 31^st March, 2024.

4. DIVIDEND

During the financial year under review, your directors have not recommended any dividend to the shareholders of the Company. The Company has transferred the entire amount of profit for accumulation and for value addition of the stakeholder's wealth.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in nature of business of Company during the financial year ended 31^st March, 2024.

6. DETAIL OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary, Joint Ventures and Associate Company.

7. SHARECAPITAL

There was no change in Share Capital of Company during the year. The Company has not issued any shares by way of public offer, right issue, bonus issue during the period ended in 31^st March, 2024 and the Company does not have any stock options scheme at present or in past. The Company has also not issued any shares with differential voting rights or sweat equity during the said period.

Hence, the Paid up share capital of the Company stands at Rs. 7,29,52,330/- (Rupees Seven Crore Twenty Nine Lacs Fifty Two Thousand Three Hundred Thirty Only) and authorized share capital of the Company stands at Rs. 9,00,00,000/- (Rupees Nine Crores Only) on the MCA record.

8. FIXED DEPOSIT / PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within the preview of Section 73 of the

Companies Act, 2013 ("the Act") during the year under review.

There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2024.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of a combination of executive and non-executive directors with woman directors. The 50% of the board members are the non-executive Independent Directors".

Pursuant to provisions of Section 152(6) of the Companies Act, 2013 (‘Act') and in accordance with the Article of Association of the Company, Mr. Raghav Aggarwal, Non- Executive Director of the Company (DIN: 09131499)is liable to retire by rotation in the ensuing Annual General Meeting (AGM) of the Company and being eligible have offered himself for re-appointment. The Nomination and Remuneration Committee and Board of Directors of the Company, after considering that Mr. Raghav Aggarwal is not disqualified under Section 164 of the Companies Act, 2013 which restrict him from appointment, hence, recommended his re-appointment to shareholders for their approval. The detailed profile of Mr. Raghav Aggarwal (DIN: 09131499) along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on general meetings is provided separately by way of Annexure to the Notice convening the 32nd Annual General Meeting of the Company. b) Appointment of Directors:

During the year under review, the re-appointments of Mr. Hemant Mangla and Mr. Saras Kumar as "Non-Executive Independent Directors" were approved by the Shareholders in the last Annual General Meeting of the

Company dated 30th September, 2023 for a second term of five years, not liable to retire by rotation as allowed in the Companies Act, 2013. Their re-appointment was recommended by the Board of Directors of the Company following the recommendation of Nomination and Remuneration Committee as required.

Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed there under are as on 31st March, 2024-

During the reporting period, there is following incidence of changes in the place of Company Secretary & Compliance officer of the Company:

In the opinion of the Board, all our Directors, as well as the Director appointed during the financial year, possess requisite qualifications, experience, expertise and hold high standards of integrity.

The Company had already constituted Nomination and Remuneration Committee as required under Sub-Section (1) of Section 178 of the Companies Act, 2013 comprising of Mr. Hemant Mangla (Independent Director) chairman of the Committee, Mrs. Shweta Nathani (Independent Director) and Ms. Rekha Aggarwal (Non-Executive Director), Members of the Committee.

The Company has also formulated a Policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section

178 (3) of the Companies Act, 2013 and the same is available on the website of the Company at- http://www.jaganlamps.com/disclosures-and-grievances.aspx

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors. The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013,that theymeets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent

Directors' Databank. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has been no change in the circum

stances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Board.

There is no other inter se relation between directors as per the provisions of Companies Act, 2013.

Based on the framework of internal financial controls established and maintained by the company, work performed by the Internal, Statutory, Secretarial Auditors and external agencies, the review performed by the management and the relevant Board Committees, the Board with the concurrence of the Audit Committee is of the opinion that the company Internal financial controls were adequate and effective as on 31^st March 2024.

Pursuant to section 134(5) of the Companies Act 2013, the Board of Directors to the best of their Knowledge and ability confirm:- a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That we have 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 financial year and of the profit and loss of the company for that period; c) 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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) That the annual accounts have been prepared on a going concern basis; e) That proper system to ensure compliance with the provisions of all applicable laws were in place and that such system were adequate and operating effectively; and f) That proper internal financial control was laid down and that such internal financial controls are adequate and were operating effectively.

At the twenty-seventh AGM held on September 30, 2019 the Members approved appointment of M/s KASG & Co., Chartered Accountants (Firm Registration No. 002228C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 32^nd AGM.

The Board of Directors of the Company as per the recommendation of the Audit Committee has approved the re-appointment of M/s KASG & Co., Chartered Accountants (Firm Registration No. 002228C) as Statutory

Auditors of the Company for a further term of five years as per section 139 of the Companies Act, 2013 at their meeting held on 12^th August, 2024 who shall hold office since the date of ensuing Annual General Meeting (i.e 32^nd AGM) and will remain continue till 37^th Annual General Meeting if such appointment is approved by the shareholders in the Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Auditors had not reported any matter related to fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Board had appointed M/s Mehak Gupta& Associates(Membership No. FCS 10703, CP No. 15013), Practicing Company Secretaries, New Delhi, to conduct secretarial audit for the financial year 2023-24. During the year under review the company complies with all applicable Secretarial Standards.

The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed as Annexure-I. The Secretarial Report annexed to this report are self-explanatory. The Secretarial Auditor reported delay in filing Annual Secretarial Compliance Report for year ended 2023, it is clarified that the said compliance was applicable to the Company first time due to exceed the Net Worth limit of twenty-five crore rupees, hence, it is allowable to the Company to comply the Regulation 24A within six months as represented by the Company to BSE. Secondly, it is mentioned that one of the Independent Director Mr. Hemant Mangla was re-appointed late by the Board after his expiry of tenure. It is clarified to the stakeholders that the said re-appointment was taken at the immediate next Board meeting which was due and the said appointment was approved by the Shareholders in the Annual General Meeting of the Company.

During the year under review, the Auditors had not reported any matter of fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act. In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and the Board of Directors appointed M/s. Mehak Gupta & Associates, Company Secretaries (Membership No. FCS 10703, CP No. 15013) as the Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their consent for appointment.

A Secretarial Compliance Report for the financial year ended March 31, 2024 as required under Regulation 24A of SEBI (LODR) Regulations 2015 has been submitted to the stock exchanges within due time.

Mr. Surendra Parsad, employee of the Company is the Internal Auditor of the Company for the financial year 2023-24. During the period under review no fraud was reported by the Auditors. Therefore, no detail is required to be disclosed under section 134(3)(ca) of Companies Act, 2013. d) Cost Auditors

There is no statutory requirement to appoint the Cost Auditor as per Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules,2014.

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. A separate report on Corporate Governance for the financial year ended 31st March 2024 as required under Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of the annual report. A certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance under Schedule V(E) of the SEBI Listing Regulations is also annexed to the report on Corporate Governance.

Pursuant to Section 134(3)(a) and Section 92 (3) of the Act, the annual return for the financial year 2023-24 is available on website of the Company at http://www.jaganlamps.com/annual-returns.aspx

Meetings of the Board are held on regular intervals to discuss and decide on various business policies, strategies, operational, financial and other matters. Due to business exigencies, the Board also approve some proposals through resolution passed by circulation from time to time. During the financial year 2023-24, ten (10) Board Meetings and one separate meeting of Independent Directors of the Company were held. Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms an integral part of this Annual Report.

In compliance with the requirements of the Act and SEBI Listing Regulations, your Board had constituted the following Committees in order to effectively carry out some of the diverse functions of the Board: ? Audit Committee ? Nomination and Remuneration Committee ? Stakeholders Relationship Committee

Details of the constitution of these Committees, which are in accordance with regulatory requirements, are published on the website of the Company viz. http://www.jaganlamps.com/disclosures/Composition%20of%20various%20committes%20of%20Board%20of%20Di rectors.pdf. The details of the composition of the committees of the Board, meetings held during the financial year, etc. are set out in the Report on Corporate Governance, forming part of this Annual Report.

During the year under review, all recommendations of the Committees of the Board have been accepted by the Board of Directors.

Your Company has formulated a policy on related party transactions which is also available on Company's website at http://www.jaganlamps.com/disclosures/Policy%20on%20Materiality%20of%20and%20dealing%20with%20Related %20Party%20Transactions.pdf. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

All related party transactions are placed before the Audit Committee for review and approval. The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2021-22 in the prescribed format, AOC-2 is annexed as Annexure-II to the Board Report.

Disclosure of all the transactions entered by the Company with related parties is set out in Notes of the Financial Statements of the Company in the format prescribed in the relevant Accounting Standards.

During the year under review, the Company has not granted any Loans, Guarantees, provided any securities or made Investments under the provisions of Section 186 of the Companies Act, 2013 read with rules framed thereunder.

During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India as approved by the Central Government, in terms of Section 118(10) of the Companies Act, 2013.

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for

Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI"). Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information ("UPSI") can be accessed on the company's website at www.jaganlamps.com.

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted the Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner. The above Insider Trading-code of conduct can be accessed on the company's website at www.jaganlamps.comm.

The Company follows the Financial Year commence from 1 April and ends 31 March of subsequent year.

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine, burglary etc.

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Act. Your Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization's pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors with and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by the Internal Audit Team. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

The Company has continued its efforts to organize incremental improvements in energy conservation across plant locations, plant equipment and technologies.

(i) Regular review of energy conservation, consumption and effective control and utilization of energy. (ii) The Company has deployed an LED-based lighting system at the factory which is helping in curtailing lighting energy consumption.

(iii) Increasing awareness in the employees through counseling session for environmental safety to educate like- ? Monitors are turned off by employees before leaving for the day. Desktops and laptops hibernate when not in use for more than ten minutes. ? The staff ensures that lights are switched off when employees are not in the office ? Monitoring of switching off the air conditioners and other electrical equipment which are not required Within the premises, diesel generator sets are used only in case of extreme necessity, and these are well maintained to increase efficiency, resulting in less wastage of fuel (iv) Steps taken by the Company for utilising alternate source of energy: Company is exploring alternate source of energy like roof top solar plants in factories to maximize the utilization of alternate source of energy. However, presently alternate source of energy is very low.

(i) The efforts made towards technology absorption:-

? The Company has installed latest Technology Equipment using PLC Controls.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:-The Company is now using 47.28% of imported raw Material during the financial year 2023-24 as against 41.22% until last financial Year 2022-23. (iii) in case of imported technology- Not Applicable (a) The details of technology imported; (b) The year of import; (c) Whether the technology been fully absorbed; (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development: NIL

Your company is manufacturing Halogen Lamps with well established technologies and hence does not require any Research and Development efforts.

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/operations of the Company and also taking steps as and when required to mitigate the risk such as various insurance like marine, fire etc.

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and Employees pursuant to section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The mechanism provides adequate safeguards against victimization of Director(s) and Employee(s) and also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. 6The Policy on Vigil Mechanism/ Whistle Blower Mechanism is available on the website of the Company viz. http://www.jaganlamps.com/disclosures/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf.

During the financial year under review, no complaint pertaining to the Company was received under the Whistle Blower Mechanism.

The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and sexual harassment. Therefore, the Company has in place a policy on "Prevention of Sexual Harassment at Workplace", pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH) read with the Rules thereunder. The Company is committed to providing a safe and conducive work environment for all its employees. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. During the financial year under review, no complaints were received from any of the employees regarding Sexual Harassment at workplace.

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended herewith as Annexure III to the Boards' Report. The statement pertaining to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014in respect of employees of your Company, will be provided upon request.

However, considering the first proviso to section 136(1) of the Act, the Report, excluding the aforesaid statement, is being sent to the Members of the Company. In terms of Section 136 of the Act, the said statement is open for inspection by the members.

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual report annexed as Annexure- IV.

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within preview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have affirmed compliance with the "Code of Conduct for Board of Directors and Senior Management Personnel".

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

a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013; b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission received by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries is not applicable. c. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; d. Disclosure on non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section67(3) of the Companies Act, 2013 is not applicable. e. As per Regulation 34(3) read with Schedule V of the Listing Regulations, there are no shares lying in the

Suspense Account of the Company so details are not applicable. f. The Company has not made any application and there are no pending proceedings under the Insolvency and

Bankruptcy Code, 2016. g. there was no instance of one-times ettlement with Banks or Financial Institutions during the financial year

2023-24.

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India.

Your Company has been able to perform efficiently because of the creativity, integrity and continuous improvement in functions and areas as well as the efficient utilization of the Company's resources for profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose wholehearted efforts, the overall satisfactory performance would not have been possible. The Directors appreciate and value the contribution made by every member of the JAGAN family. Their dedicated efforts and enthusiasm has been integral to your Company's growth.

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

I, Mehak Gupta, Proprietor of Mehak Gupta& Associates, Company Secretaries, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jagan Lamps Limited (CIN-L31501HR1993PLC033993) (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute's books, forms and returns filed and other records maintained by the

Company for the financial year ended on March 31,2024 according to the provisions of:

(i) The Companies Act, 2013 (as amended)(‘the Act') and the rules made there under;

(ii) Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India; (iii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under; (iv) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(v) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the audit period).

(vi) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended); b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015(as amended);

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended);-

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; - (Not applicable to the Company during the audit period).

e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; - (Not applicable to the Company during the audit period).

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; - (Not applicable to the Company during the audit period) and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - (Not applicable to the Company during the audit period).

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015;

j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

(vii) I further report that, having regards to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis, the Company has generally complied with the provisions of Labour Laws, Environmental Laws and other related Industry specific laws to the extent applicable to the Company.

During the audit period the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, except few compliances were made delayed which are mentioned below:-

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has filed the Annual Secretarial Compliance Report voluntarily, for the year ending March 2023, even after the waive off of fine by BSE vide email dated September 07, 2023 in this regards after representation.

The Tenure of Mr. Hemant Mangla (DIN 08185951) "Independent Director" was ended on July 24, 2023 and he was further re-appointed for a second term of five years by the Board on August 12, 2023 at the first meeting held immediately after the event.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the period under review, there was no change in the composition of the Board of Directors.

Adequate notice has been given to all Directors to schedule the Board Meetings/Committee Meetings during the financial year under review, agenda and detailed notes on agenda were sent generally at least seven days in advance to all the Directors and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. On inspection of the minutes as captured and recorded it was ascertained that all the decisions of the Board and Committees' Meetings were unanimous and there were no dissenting views.

I further report that, based on the review of the compliance reports and the certificates of the Company Executive and taken on record by the Board of Directors of the Company, in my opinion, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The Company is generally regular in filing of e-forms with the Registrar of Companies within the time prescribed under the Act.

I further report that during the audit period, there was no specific event/action having a major bearing on Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.,

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the Secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, we followed provide a reasonable basis of my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where-ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test check basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

[Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis

The Company has not entered into any contract, arrangement or transaction with its related parties which is not at arm's length during the financial year 2023-24.

2. Details of material contracts or arrangement or transactions at arm's length basis:

Except the remuneration paid to Mr. Ashish Aggarwal, Managing Director of the Company, none of other directors drawing remuneration from the Company.

The ratio of the remuneration of Mr. Ashish Aggarwal, Managing Director to the median remuneration of the employees is 19.25%.

Independent Directors of the Company are entitled for sitting fees for attending Board/Committee meetings as approved by the Board of Directors of the Company. They are not paid any commission or any other remuneration.

The median remuneration of the employees in the financial year 2023-24 was decreased by -9.81% as compared to last financial year.

There were 181 permanent employees on the rolls of the company as on 31st March, 2024.

Average percentile increases in the salaries of employees excluding the managerial personnel for financial year 2023-24 is 11.39%.

Average percentile increase in the remuneration of managerial personnel in the last financial year 2023-24 is 0.00%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid to Directors and Key Managerial Personnel is as per the remuneration policy of the Company.

There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per annum or in receipt of remuneration of Rs.8.50 Lakhs per month, under Rule 5(2)(i)&(ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Neither any of the employee was in receipt of remuneration in that year at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director and nor any of the above employees himself/herself or along with his/her spouse and dependent children holds 2% or more equity shares of the Company.