Oceanic Foods Ltd

To,

The Members,

OCEANIC FOODS LIMITED

Your directors are pleased to present their 31st Annual Report along with the Audited financial statements for the Financial Year ended 31st March, 2024.

(Rs in Lakhs)

STATEMENT OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the Financial year 2023-2024, the Company has earned Net revenue from the operations including other income of Rs. 10,972.57 Lakhs as compared to previous year revenue i.e Rs 8,905.41 Lakhs. Further, net profit (after tax) has been decreased to Rs. 246.62 Lakhs as compared to previous year net profit of Rs 301.02 Lakhs. At Oceanic, we recognize that ensuring the stability of our financial base is the key to realizing our growth ambitions and creating value for all our stakeholders. To this end, we have always remained disciplined in cost management and driven efficiencies at all levels. We ensure that we have the appropriate level of capital and liquidity to support and protect our operations while continuing to invest in our business to harness the emerging opportunities. We have well defined approach to optimize capital allocation to business growth. %We believe ^in transparent operations and follow a multistakeholder approach to interact and build a relationship with the stakeholders. We are a socially responsible organization and are proactive towards the cause of community development.

FINANCIAL STATEMENT:

As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India, from time to time, the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent only via email to all shareholders who have provided their email address(es). The members who have not registered their email ID with the Company can access the Annual Report on the website of the Company www.oceanicfoods.com.

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:

With a view to plough back profits and in order to conserve resources for future operational purpose, the Board do not recommend any dividend for the financial year 2023-24.

Moreover, no amount is being transferred to reserves during the financial year 2023-24.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of processing and sales of dehydrated vegetables. However, there is no change in the business activity of the Company during the year.

SHARE CAPITAL:

The Authorized Share capital of the Company was Rs 12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000/- (One Crore Twenty lacs) Equity Shares of Rs 10/- (Rupees Ten Only) each, ranking pari-passu in all respect with the existing equity shares of the Company.

The Paid-up Equity share Capital of the Company as on 31st March, 2024 was Rs. 11,25,00,000/- (Rupees Eleven Crores Twenty-Five lacs only) divided into 1,12,50,000 (One Crore Twelve Lakhs Fifty Thousand) Equity Shares of Rs 10/- (Rupees Ten only) each. During the year, the Company has not issued any share with differential voting rights nor granted stock options or sweat equity or any convertible instrument.

ANNUAL RETURN:

In terms of Section 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is placed on the website of the company, is available at the Company's website www.oceanicfoods.com at the link www.oceanicfoods.com

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review, 12 (Twelfth) number of Board meetings were held on 30/05/2023 14/08/2023 ,18/10/2023, 27/10/2023, 01/11/2023 ,03/12/2023 ,27/12/2023 ,02/01/2023, 14/01/2024, 17/01/2024, 14/02/2024, 10/03/2024 requisite quorum was present at the said meetings.

The Company has no pecuniary relationships with the independent directors except sitting fees for attending meetings of the Board/committees thereof.

Pursuant to the provisions of the Companies Act, 2013 and Rules framed thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 formal annual evaluation is to be made by the Board of its own performance and that of its Committees and Individual Directors. The Board after taking into consideration the criteria of evaluation laid down by the Nomination and Remuneration Committee in its policy such as Board Composition, level of involvement, performance of duties, attendance etc. had evaluated its own performance, the performance of its committees and Independent Directors (excluding the Director being evaluated). The performance evaluation of the Non-Independent Directors was also carried out by the independent Directors. The Directors expressed their satisfaction with the evaluation process and performance of the Board as a whole

BOARD'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) 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 at the end of the financial year and of the profit of the company for that year;

c) The directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared annual accounts on a going concern basis;

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

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively;

RELATED PARTY TRANSACTIONS:

All Related Party Transactions, which were entered into during the Financial Year under review, were on an arm's length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the ^Act and the SEBI Listing Regulations. All Related Party Transactions are placed before the Audit Committee. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under Regulation 23 of the SEBI Listing Regulations. Therefore, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. The disclosures as required are provided in IND-AS in relation to transactions with related parties which are given in the notes to the Financial Statements.

STATUTORY AUDITOR AND AUDITOR'S REPORT:

M/s. Kamlesh Rathod & Associates, Chartered Accountants (FRN: 117930W) were appointed as statutory auditors of the Company at Thirtieth AGM to hold office upto Thirty Fifth AGM to be held in 2028.

The Auditors' Report does not contain any qualification, reservation or adverse remark and the Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not require any further comment thereon that may call for any explanations from the Board of Directors.

And the Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not require any further comment thereon that may call for any explanations from the Board of Directors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report for the Financial Year ended on March, 31 2024 is Annexed herewith marked as "Annexure I" to this Report. The Secretarial Audit Report submitted by them in the prescribed form MR-3

The Board has appointed Malay Desai & Associates, as the Secretarial Auditor of the Company for the Financial year 2023-24. Secretarial Auditors had confirmed that they are eligible for the said appointment. Secretarial Auditor had following observation:

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

At Oceanic, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. The Company has always believed in providing a safe and harassment free environment for every woman working in company's premises through various interventions and practices

At Oceanic, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Oceanic Foods Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place 'Prevention of Sexual Harassment Policy'. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed off : Nil

• No. of complaints Pending: Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a net worth of Rs. 500 Crores or more OR an annual turnover of Rs.1000 Crores or more OR with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, Oceanic Foods Limited is not required to constitute a CSR Committee in this regard, as none of the above-referred limits has been triggered.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization. To ensure good human resource management Oceanic focused on all aspects of the employee lifecycle. Your company has put in continued efforts in building capabilities of Human Resources with adoption of specific and targeted interventions.

SECRETARIAL STANDARDS:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

DETAILS OF BOARD OF DIRECTORS:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently Mr. Ajesh Vinodrai Patel, Chairman and Managing Director [DIN: 00083536] will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with provisions of the Companies Act, 2013. The Board of directors on recommendation of Nomination and Remuneration Committee has recommended his appointment.

Further, Change in Designation of Mr. Ajesh Vinodrai patel from Whole-Time director to Managing Director was approved by the Board of directors at the meeting held on 8th July,2024. The said Change came into effect w.e.f 9th July,2024

A brief resume of the Director proposed to be re-appointed, the nature of his expertise in specific functional areas, names of companies in which he held Directorships, committee memberships/ chairmanship, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

Further, the Board of Directors of the Company at its meeting held on 18th October, 2023 had noted following Resignation: -

Mr. Tulan V Patel (DIN 02177067) from the post of Managing Director and CEO as well as Director & Compliance Officer of the company w.e.f. end of the day i.e., 18/10/2023;

- Mrs. Niyati Nitesh Kotecha (DIN 09258848) from the post of Independent Director of the company w.e.f. end of the day i.e., 18/10/2023;

- Mr. Kaushal Hiralal Garg (DIN 09244824) from the post of Independent Director of the company w.e.f. end of the day i.e., 18/10/2023 and

- Mr. Neelkumar Pravinbhai Chapla (DIN 09545734) from the post of Independent Director of the company w.e.f. end of the day i.e., 18/10/2023;

Further, the Board of Directors of the Company at its meeting held on 18th October, 2023 had appointed Mrs. Parita H. Sherathiya (DIN: 0009682350) and Mr. Rahul H. Modi [DIN 0009483841] as Additional Directors in the category of Non-Executive & Independent Directors of the Company, subject to approval of the shareholders in the next Annual General Meeting, for a period of 5 consecutive years w.e.f. 18th October, 2023. Further, The Board of Directors of the Company at its meeting held on 1st November, 2023 had appointed Mr. Anand Gautambhai Dave [DIN 09722969] as Additional Directors in the category of Non-Executive & Independent Directors of the Company, subject to approval of the shareholders in the next Annual General Meeting, for a period of 5 consecutive years w.e.f. 1st November, 2023. The appointment of the said directors was approved by the members in 29th Annual General meeting.

Further, Mrs Forum Ajesh Patel (DIN 09684326) has been Appointed as Chief Executive Officer w.e.f 25th May ,2024.

Further, Mr. Ajesh Vinodrai Patel will now hold the Office as Chairman & Managing Director w.e.f. 09th July,2024.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the I Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors has also complied with Online Registration with the "Indian Institute of Corporate Affairs" at Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed/re-appointed. The Board of Directors have taken on record the declarations and confirmations submitted by the independent directors and is of the opinion that all the Independent Directors are persons of integrity and possesses relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company. With regard to proficiency of the independent Director, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors have taken on record the information submitted by independent director that he/she has complied with the applicable laws.

COMPOSITION OF BOARD OF DIRECTORS

As on 31st March, 2024 the composition of Board of directors was as follows:

1) AUDIT COMMITTEE:

The Audit Committee comprises of 3 Non-Executive Independent Directors. The Composition of committee is in conformity with the listing regulations. During the year, the Committee met Four times i.e., 27/10/2023, 27/12/2023, 02/01/2024 and 14/02/2024 the attendance of the members of the meetings were as below. The Chief financial officer and Statutory Auditor are the permanent invitees to the Committee meetings. All the recommendations of Audit committee were accepted by the Board of Directors.

The Management is responsible for the Company's Internal Financial controls and financial reporting process. The independent auditors are responsible for performing an independent Audit of the Company's Financial statements in accordance with the Accounting Standards and for issuing a report thereon. The Committee is responsible for overseeing the processes related to financial reporting and information dissemination.

Based on the review and discussions conducted with the Management and Independent Auditors, the Audit Committee believes that the financial statements are presented in conformity with the accounting standards in all aspects

2) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of 3 Non-Executive Independent Directors. The Composition of committee is in conformity with the listing regulations. During the year, the Committee met Three times i.e., 18/10/2023, 1/11/2023 and 14/01/2024 and the attendance of the members of the meetings were as below

The main responsibility of the Committee is to incentivize and reward executive performance that will lead to the long- term enhancement of Shareholder performance. Further the committee is also responsible for formulating policies as "to remuneration, performance evaluation, Board diversity etc. in line with Companies Act, 2013 and SEBI Listing regulations. The roles and responsibilities of the Committee covers the area as specified in the Listing Regulations, Companies Act, 2013 and other applicable laws, if any, besides other role and powers entrusted upon it by the Board of Directors from time to time.

3) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of 3 Non-Executive Independent Directors. The Composition of committee is in conformity with the listing regulations. During the year. During the year, the Committee did not meet anytime.

The main responsibility of the Committee is to ensure cordial investor relations and supervise the mechanism for redressal of Investor grievances pertaining to transfer of shares, non-receipt of annual report, non-receipt of declared dividends etc. It performs the functions of transfer/transmission/remat/demat/ split-up/sub-division and consolidation of shares, issue of duplicate share certificates and allied matter(s). The Committee is also responsible to specifically looks into various aspects of interest of shareholders like effective exercise of voting rights by shareholders, service standards of RTA, etc.

Details pertaining to the number of complaints received and responded and the status thereof during the financial year 2023-24 are given below:

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 for the FY 2023-24 were as under:

Mr. Ajesh V. Patel, Chairman and Whole Time Director

Mr. Tulan V. Patel, Managing Director and Chief Executive officer (Resigned w.e.f., 18/10/2023) Mr. Shrinivas A. Jani, Chief Financial Officer

Mrs. Akanksha Shrivastava was appointed as Company Secretary and Compliance Officer of the Company with effect from 18th October, 2023

However, after the Closure of Financial Year Mrs Forum Ajesh Patel was appointed as Chief Executive Officer of the Company with effect from 25th May,2024.

Further, after the Closure of Financial Year Board of directors be and hereby approves the Change in Designation of Mr. Ajesh Vinodrai Patel (DIN: 00083536), from 'Whole Time Director' to 'Managing Director' with effect from July 09, 2024.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as forms part of this directors' report (Annexure - VIII). The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:

Pursuant to Section 134 (3)(e) and provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. The Remuneration paid to the executive directors is in accordance with the Nomination and Remuneration Policy formulated. The policy is to have an appropriate mix of Executive and Non-Executive Directors, Independent and Women Directors to maintain the independence of the Board and separate its functions of governance and Management.

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2023-24 in accordance with the framework. The policy has been uploaded in the website of Company www.oceanicfoods.com. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in long term strategic planning and the fulfilment of Director's obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Board evaluated the effectiveness of its functioning and that of the committees and .individual directors by seeking their inputs on various aspects of Board/committee meetings.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report forms part of this Annual Report as "Annexure II".

CORPORATE GOVERNANCE:

Good governance practices form part of business strategy. The Company is committed to focus on long-term value creation and protecting stakeholders' interests by applying proper care, skill and diligence to business decisions. Apart from adhering to the requirements set by Government regulations, the Company has voluntarily adopted and evolved various practices of governance conforming to highest ethical and responsible standards of business, globally benchmarked.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from Practicing Company Secretaries of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as 'Annexure III' and forms part of this report.

RISK MANAGEMENT:

The company has been following the principle of risk minimization, as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Risk faced by the company, their impact and their minimization procedures are assessed categorically under the Broad heads of High, Medium and Low Risk.

In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues. The Board provides oversight and reviews the risk management policies on a quarterly basis

In today's Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

Steps taken to ensure smooth functioning of operations:

The Company has put in place strict monitoring process for Covid-19 precautions ensuring the following

• Sanitizing the premises and vehicles on regular basis

• Maintenance of social distancing at all work places

• Enforcing wearing of masks and regular cleaning of hands with soap water

• Regular update of the health of all the employees and their families

• Thermal scanning of all the employees while entering the office premises

• Asking all employees to install Aarogya Setu App and follow the instructions thereof

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control System in the company which should be adequate and shall operate effectively. Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial controls with reference to financial statements to be disclosed in the Board's Report.

To ensure effective internal financial controls the Company has laid down the following measures:

• All operations are executed through Standard Operating Procedures in all functional activities for which key manuals have been put in place. The Manuals are updated and validated periodically

• Transactions audit are conducted regularly to ensure financial reporting, safeguard and protection of all the assets. The company's Books of accounts are maintained in ERP and transactions are executed through ERP Set-ups to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

• The company has comprehensive risk management framework.

• The company has robust mechanism of building budgets at an integrated cross-functional level. The Budgets are reviewed on a quarterly basis so as to analyze the performance and take corrective action, wherever required

• The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs budgets in quarterly review meetings. Specialized issues like investment, property, FOREX are discussed in their respective internal committee meetings.

• Compliance of Secretarial functions is ensured by way of Secretarial Audit

DISCLOSURE ON VIGIL MECHANISM:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior. The Company promotes ethical behavior in all its business activities and in line with the best governance practices, The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal.

Recently, reporting of instances of leak/suspected leak of any unpublished Price Sensitive Information has also been allowed through this mechanism and the Company has made its employees aware of the same. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. This policy aims to:

• Allow and encourage stakeholders to bring to the Management notice concerns about unethica behaviour, malpractice, wrongful conduct, actual or suspected fraud or violation of policies anc leak or suspected leak of any Unpublished Price Sensitive Information.

• Ensure timely and consistent organizational response

• Build and strengthen a culture of transparency and trust

• Provide protection against victimization

The vigil mechanism policy has also been uploaded in the website of the company

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not taken any significant steps for conservation of Energy during the yeai under report. There are no significant expenses on technology absorption during the year However, your company is increasingly using information technology in its operations ane promotes conservation of resources. Moreover, the Company has reported Foreign Exchange Earnings and Expenses made as under:

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/- rupees per month or 1,02,00,000/- rupees per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on 31st March, 2024, the Company does not have any Subsidiary or Joint Venture or Associate Company

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

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

2. During the year under report your company has not accepted the deposit from the public under section 73 to 76 of the Companies Act, 2013 and the rules made there under;

3. No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and company's operations in future

4. There have been no instances of any revision in the Board's Report or the financial statement, hence disclosure under Section 131(1) of the Act is not required.

5. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

6. The Company has not issued (a) any shares with differential voting rights (b) Sweat Equity shares (c) shares under any Employee stock option scheme, hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014.

7. The Central Government has not prescribed the maintenance of cost records by the company under Section 148(1) of the Companies Act, 2013 for any of its products.

ACKNOWLEDGEMENT:

The Directors regrets the loss of life due to Covid-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Board takes this opportunity to thank all consumers, customers, vendors, investors, bankers and Statutory Authorities for their continued support during the year. The Board also wishes to place on record its sincere appreciation of the effort/ contribution made by its employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting eff orts of the employees have enabled the Company to remain an industry leader. The Company's consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support in the future.