Onward Technologies Ltd

Dear Members,

The Board of Directors are pleased to present the 33^rd Annual Report of the Company along with Financial Statements (Consolidated and Standalone) for the financial year ended March 31, 2024.

1. FINANCIAL AND OPERATIONAL HIGHLIGHTS

Your Company's financial performance for the year ended March 31, 2024 as compared to the previous financial year ended March 31, 2023 is summarized below:

Company's Performance Highlights:

During the financial year 2023-24, your Company's revenue from Operations on standalone basis for the year Rs. 34,595.20 lakhs as compared to previous year of 31,516.54 lakhs, thereby registering growth of 9.77% on YoY basis. The Operating profit for the year was at Rs. 3724.77 lakhs as compared to Rs.2,173.45 lakhs previous year i.e. an increase of 71.38%YoY.Thenetprofitfortheyearonstandalone basis stood at RS. 2,773.10 lakhs as compared to RS. 1,629.30 lakhs in the previous year i.e. a growth of 70.20%YoY.

Your Company's revenue from Operations for the year ended as on March 31, 2024 on consolidated basis stood at Rs. 47,239.17 lakhs as compared to

Rs. 44,092.83 lakhs previous year, registering a growth of 7.14 % on YoY basis. The Company's net profit for the year ended March 31, 2024 on consolidated basis stood at Rs. 3,391.77 lakhs as compared to the previous year of Rs. 1,148.01 lakhs. The basic Earnings per share (EPS) on standalone basis for the year stood at Rs. 12.37 per share, shows a growth of 68.52% as compared to Rs. 7.34 per share for the previous year.

2. DIVIDEND AND TRANSFER TO RESERVES

Your Company's policy on Dividend Distribution is available at www.onwardgroup.com/investors. php In accordance with the said policy and based on the Company's performance, your Directors at their meeting held on May 17, 2024, have recommended payment of Rs. 5 (50%) per equity share of the face value of Rs. 10/- (Rupees Ten only) each as final dividend for the financial year ended March 31, 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company. The total outflow towards payment of final dividend will be Rs. 11.27 crores resulting in a dividend payout ratio of 40.42% of standalone profits of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, the dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly make the payment of the final dividend after deduction of tax at source.

Your Directors' do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire profits for the financial year ended March 31, 2024 in the profit and loss account.

3. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the de-mat account of the IEPF Authority. During the Financial Year 2023-24 the Company has completed Seven (7) years of dividend declaration for FY 2015-16 and the unclaimed dividend amount of Rs. 2,10,051 according to IEPF Rules was transferred to the IEPF Authority.

4. FIXED DEPOSITS

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

5. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2024, the Company has one Indian subsidiary and four foreign subsidiaries:

There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiary (which includes associate companies and joint ventures) in Form AOC-1 is attached to the financial statements of the Company as

The financial statements of the Company including consolidated financial statements along with the relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company www.onwardgroup.com/investors. php Your Company's policy on material subsidiary is also available on the website at www. onwardgroup.com/investors.php

6. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations" through this report) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors' Report form part of this Annual Report.

7. BOARD OF DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Harsha Raghavan (DIN: 01761512) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The composition of Board of Directors as on March 31, 2024 is as follows:-

During the year, Mr. Parish Meghani, Mr. Rahul Rathi and Mr. Subrata Kumar Mitra completed their term as an Independent Director with effect from end of day on July 20, 2023 and consequently ceased to be the Independent Director of the Company thereafter The Board of Directors and the Management of the Company place on record their deep appreciation for the contributions made by them during their association with the Company over the years.

Based on the recommendations of Nomination and Remuneration Committee, Mr. Jai Diwanji (DIN: 00910410) and Mr. Dhanpal Jhaveri (DIN: 02018124) were appointed as an Additional Non-Executive Independent Directors on the Board of the Company with effect from May 12, 2023 and were regularized by the shareholders and appointed as Non-Executive Independent Directors of the company at the AGM held on July 17, 2023.

In the opinion of Board, Mr Jai. Diwanji and Mr. Dhanpal Jhaveri are persons of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

Details, as required under the Companies Act, 2013 and SEBI Listing Regulations, in respect of Directors seeking re-appointment subject to approval of shareholders at the ensuing annual general meeting (AGM) are given in the notice of AGM.

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. They have registered themselves with the Independent Director's Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014

8. KEY MANAGERIAL PERSONNELS

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Harish Mehta, Chairman

& Whole-time Director and Mr. Jigar Mehta,

Managing Director, Mr. Pawankumar Nathani, Chief Financial Officer and Mr. Vinav Agarwal , Company Secretary & Compliance Officer.

Company Secretary and Compliance Officer: During the year, Ms. Shama Pawar, Company Secretary and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective June 15, 2023. Consequent to Ms. Shama's resignation, the Board appointed Mr. Vinav Agarwal as the Company Secretary, KMP and Compliance Officer of the Company. The appointment was effective October 20, 2023.

9. SHARE CAPITAL

Authorized Capital

As on March 31, 2024, the Authorized Share Capital is Rs. 44,62,00,000/- comprising of 4,46,20,000 equity shares of Rs.10/- each 3,36,20,000/- Ordinary (Equity) Shares of Rs. 10 each and 10,00,000 Unclassified shares of Rs.10 each and 1,00,00,000 Preference Shares of the face value of Rs.10/- each. Issued, subscribed and Paid-up share Capital

As on March 31, 2024, the issued, subscribed and paid-up capital of the Company is Rs. 22,51,95,700/- comprising of 2,25,19,570 Equity Shares of Rs.10/- each. Allotment of shares under ESOP Schemes

During the year under review, the Company has issued and allotted 65,300 and 149,000 fully paid-up equity shares of Rs. 10/- each were allotted to various employees under ESOP Scheme 2009 and ESOP Scheme 2019, respectively.

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI's Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors' Report. A certificate confirming the compliance of the conditions of Corporate Governance as stipulated in Listing Regulations from Nilesh A. Pradhan & Co., LLP, Practicing Company Secretaries, is forming part of the Annual Report.

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

As stipulated under Regulation 34 of Listing Regulations, the Business Responsibility and Sustainability Reporting describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

During the financial year ended March 31, 2024, the Company incurred CSR contribution of

Rs. 32.90 Lakhs /- (Rupees Thirty two Lacs Ninety thousand Only). The CSR initiatives of the Company were under the area of education , health and Women Empowerment.

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure – II outlining the main initiatives during the year under review.

Further, your Company has obtained certificate from Chief Financial ORs.cer as required under Section 135, of the Companies Act, 2013.

12. COMPANIES POLICIES UNDER THE COMPANES ACT 2013 AND SEBI LISTING REGULATIONS

The CSR Policy of the Company is available on the website of the Company at www.onwardgroup.com/ investors.php B. Risk Management Policy

The Company has formulated the Risk Management Policy in accordance with the Regulation 21 of Listing Regulations to be read with Part D of Schedule II. The details with respect to the Risk Management Policy forms part of the Management Discussion and Analysis Report. The Policy is disclosed on our website at www.onwardgroup.com/ investors.php C. Vigil Mechanism/Whistle Blower Policy

Your Company has a Whistle Blower Policy in place as required under Section 177 of the Act and Regulation 22 of the Listing Regulations. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Audit Committee. More details in this regard have been outlined in the corporate governance report annexed to this report. The Policy is disclosed on the Company's website with the following link: www.onwardgroup.com/investors.php

D. Nomination and Remuneration Policy

Pursuant to the provisions of Section 134(3) (e) and Section 178(3) of the Act and the SEBI Listing Regulations, the policy of the Company on Directors' appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on the website of the Company at; www.onwardgroup.com/ investors.php

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter-alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. During the year, there were no complaints received relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company's shares are listed on BSE limited and the National Stock Exchange of India Limited.

A declaration signed by the Managing Director affirming compliance with the Company's Code of Conduct by the Directors and Senior Management Personnel, for the financial year

2023-24 as required under Schedule V of the SEBI LODR Regulations forms part of this Annual Report.

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge states that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) they have 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 your Company at the end of the financial year and of the profit of your Company for the year ended on that date; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d) the Annual Accounts had been prepared on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and operating effectively and; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has two employee stock options plans namely Onward Employee Stock Option Plan 2009 (ESOP 2009) and Onward Employee Stock Option Plan 2019 (ESOP 2019) from time to time to motivate, incentivise, attract new talents and inculcate the feeling of employee ownership, and reward employees of the Company and its Subsidiaries. The Nomination and Remuneration Committee administers these ESOP Scheme. There have been no material changes to these plans during the financial year. The disclosures required to be made under relevant provisions of the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014 is given as Annexure – III to this report.

In accordance with the requirements of Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended regarding employees is given in Annexure – IV. In terms of the provisions of Section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company.

During the financial year 2023-24, 4 (four) meetings of the Board of Directors were held on May 12, 2023; July 17, 2023; October 20, 2023 and January 19, 2024. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Committees of Board

Currently, the Company has four Board level Committees: Audit Committee (‘AC'), Nomination and Remuneration Committee (‘NRC'), Stakeholders' Relationship Committee (‘SRC'), Risk Management Committee (‘RMC').All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board. For details of the committee, please refer to the corporate governance report which forms a part of this report.

Performance Evaluation of the Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013, the Board is required to carry out annual evaluation of its own performance and that of its committees and individual Directors. Accordingly, your Company has carried out the performance evaluation as required during the year under review. The Independent Directors at their separate meeting review the performance of non-independent directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and Non-Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarisation Programme for Independent Directors

Pursuant to the SEBI Listing Regulations, the Company has devised a familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

Through the familiarisation programme, the Company apprises the independent directors about the business model, corporate strategies, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company's vision, mission, core values, and corporate governance practices. Details of familiarisation programme of Independent Directors are available on the website of the Company at www.onwardgroup. com/investors.php

M/s. BSR & Co, LLP Chartered Accountants, (Firm Registration No. 101248W/W-100022 were appointed as the Statutory Auditors of the Company for the period of 5 years starting from conclusion of 31^st AGM till the conclusion of 36^th AGM of the Company to be held in calendar year 2027. The statutory auditor has confirmed that they are not disqualified from being re-appointed as auditor of the Company.

The Auditor's Report on standalone and consolidated financial statements for the year ended March 31, 2024 forms part of the Annual Report and contains an unmodified opinion without any qualification, reservation or adverse remark. The observations made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.

Secretarial Auditors

The Board of Directors of the Company has appointed Nilesh A. Pradhan & Co., LLP, (FCS No: 7478), Practicing Company Secretary, as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure–V to this report. The observation/

remark made in the Secretarial Audit Report is self-explanatory and hence do not call for any further explanations or comments by the Board.

Cost Auditors and Cost Records

Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not required for the Company for the financial year ended March 31, 2024. The Company is not required to maintain cost records under the provisions of Section 148(1) of the Companies Act, 2013.

Reporting of Frauds by Auditors

During the year under review, none of the auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be form part of the Board's report.

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arm's length basis in terms of provisions of the Act. There are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature and value of the transactions. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 29 to the Standalone Financial Statements of the Company.

Your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.onwardgroup. com/investors.php

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organisation is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors. The policies to ensure uniform accounting treatment are prescribed to the subsidiary of your Company. The accounts of the subsidiary company are audited and certified by their respective Auditors for consolidation.

The statutory auditors of your Company have audited the financial statements including this Annual report and have stated on the Company's internal control under Section 143 of Companies Act, 2013 in their report. Further, the Company has appointed Ahuja Valecha & Associates LLP, Chartered Accountants, as an internal auditor of the Company to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan and approved by the Audit Committee.

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the Financial Statements.

Particulars required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in Annexure – VI forming part of this report.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website on www.onwardgroup.com/investor-news.php

No significant and material orders have been passed by the Regulators/Courts/Tribunals impacting the going concern status and Company's operations in future.

1. Neither the Managing Director or whole time director of the Company received nay remuneration or commission from any of its subsidiaries.

2. There was no change in the nature of business of your Company.

3. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2023-24 and the date of this report.

4. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

5. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

6. The Company has not issued any sweat equity shares to its directors or employees;

7. There was no revision of financial statements and Boards report of the Company during the year under review.

8. There was no application made or any proceeding pending under the Insolvency andBankruptcyCode,2016(31of2016)during the year along with their status as at the end of the financial year.

9. There was no instance of one time settlement with any Bank or Financial Institution.

Your Directors takes this opportunity to express their deep sense of gratitude to high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company. Your Directors are deeply grateful to the shareholders for the confidence and faith that they have always reposed in the Company.