Your Directors are pleased to present their Thirty-Fourth Annual Report together with the audited financial statements of the
Company for the year ended 31st March, 2024:

1. FINANCIAL RESULTS IN STANDALONE BASIS:

During the year under review your company has achieved the following financial results:

2. PERFORMANCE OF THE COMPANY:

During the year under review, the total income of the Company has increased to Rs. 1751.00 Lakhs as compared to
previous year Income of Rs. 1382.36 Lakhs. However, there is an increase in the expenses to an extent of Rs. 1732.17
Lakhs and the Net Profits of the Company have decreased to Rs. 13.86 lakhs as compared to previous year’s profit of
Rs. 18.82 Lakhs.

The Company is one of the leading exporters of canvas fabric, Digital printable Fabric and PVC coated tarpaulins. Over
the years the, Company has earned a respectable reputation for our Quality Consistency and services.

Range of products includes:

• Truck Covers

• Grey cotton canvas/duck

• Polyester-Cotton, 100% Polyester Canvas

• Chemically processed canvas

• Waterproof, Rot proofed canvas

• Fire Retardant Canvas

• Digtal printable fabriks

• PVC coated Tarpaulins

3. OUTLOOK OF THE COMPANY:

Your Company intends to focus on the timely completion of its projects, despite being faced with the number of
industrial risks. Your company will be facing them with full zeal and gist and will be able to overcome and withstand the
risks enumerated envisaging future outlook.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

Your Company has not deviated from its line of business activity nor has expanded the area of activities; therefore, there
is no change in the nature of business for the year under review.

5. SHARE CAPITAL:

There was no further issue of shares during the year. The Capital structure of the Company is as follows:

• Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus Shares

The Company has not issued any Bonus Shares during the year under review.

• Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

6. DIVIDEND:

In view of the results achieved and to conserve the resources of the Company for the future expansion, modernization
& working capital purpose, your Directors do not recommend any dividend for this year.

7. RESERVES:

During the year under review, your Company has not transferred any amount to the reserves.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company has no subsidiaries, associate and joint ventures, therefore, disclosing the names of the respective entities
does not arise.

9. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY,

OCCURRING AFTER BALANCE SHEET DATE:

There are no material changes or commitments likely to affect the financial position of the Company which is having an
impact on the functioning and working of the Company. The operations of the Company have been effectively being
managed and the Management shall review the performance from time to time in order to monitor the business
activities of the Company.

10. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

There were no loans, guarantees and investments under Section 186 of the Companies Act, 2013 during the year 2023¬
24.

1 1. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TO REFERRED TO
IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All transactions entered by the Company during the financial year 2023-24 with related parties were on an arm’s length
basis, in the ordinary course of business and were in compliance with the applicable provisions of the act.

6 Approval of Audit committee was taken for entering into transactions with related parties and the transactions were
reviewed on a quarterly basis. Further, the Members of the Company has approved the limit of Related Party Transactions
up to Rs. 15 Crores in the 33^rd AGM held on 26^th September, 2023 and have complied with all the applicable provisions
of the Act in this regard.

The details of contracts and arrangements with related parties as referred to in Section 188(1) of the Companies Act,
2013 are given as Annexure -I to the Board’s Report in Form AOC-2.

Related party Transactions:

The details of the Related Party Transactions are furnished in the Financial Statements attached to this Report. All the
related party transactions have been on an arm’s length basis.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of
the Annual Return as at March 3 1, 2024 on its website at www.bharatcanvas.com. By virtue of amendment to
Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form
MGT-9) as part of the Board’s report.

13. DEPOSITS:

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

14. STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act, M/s. Diyali B and Associates, Chartered Accountants (ICAI Firm
Registration No. 0I7740S), Chennai, were appointed in AGM held on 26^th September, 2023 as Statutory Auditors of
your Company for a period of 5 years i.e until the conclusion of the Annual General Meeting to be held for the financial
year 2027-28.

The report of the Statutory Auditors along with notes to Accounts is enclosed to this report.

No qualifications, reservations or adverse remarks have been reported by the Statutory Auditors in the Auditors’ report
for the financial year.

No frauds have been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

15. FRAUD REPORTING:

During the year under review, there were no material or serious instances of fraud falling within the purview of Section
143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory
Auditors of the Company during the course of the audit conducted.

16. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M/s. Akshay Gaurav
& Co., Chartered Accountants as their internal auditors on the 30^th July, 2024 wherein the requisite filings have been
completed. The Company has carried out the internal audit for every quarter during the year 2023-24 by M/s. Akshay
Gaurav & Co. Chartered Accountants and the reports issued by the respective Auditor have also been considered and
taken on record.

17. COST AUDITORS:

Cost Audit is not applicable to the Company. The Central government has not specified maintenance of cost records
for the Company under sub - section (I) of section 148 of the Companies Act 2013. Therefore, there is no requirement
for appointment of Cost Auditors.

18. SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sonesh Jain, Practicing Company Secretary (COP
No: 9627) as the Secretarial Auditor of the Company for the financial year 2023-24.

The report of Secretarial Audit for 2023-24 is attached herewith as Annexure II.

Comments on qualifications made in Secretarial Audit Report

1. Based on the confirmation from the management the validity of the license as obtained under The Factories Act,
1948 for a factory located in Gummidipoondi has expired in 2018. The company has stopped operations of the
factory as on date and hence the same stands expired till date.

2. The Company is listed with the Bombay Stock Exchange, and the stock exchange laws have not been complied
as they have defaulted in the payment of annual listing fees for 2020-21, 2021-22, 2022-23, 2023-24.

3. On review, the Company is in contravention of Regulations 31(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/13/2015 dated 30th November,
2015, as 35.47% of the total promoter shareholding is not held in Dematerialized form.

4. The Company has not disclosed the necessary information on its website as per the Regulation 46 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

5. The Independent Directors have not registered on the Databank as required under Companies (Appointment
and Qualification of Directors) Fifth Amendment Rules, 2019.

6. During the year under review, the Company has obtained secured Term Loans and Cash credit facilities from
various Banks, for which the Company is yet to create / modify/ satisfy any charge vide filing necessary e-forms as
required under Section 77 and Section 82 of the Companies Act, 2013.

7. During the year under review, the Company has generally complied with applicable Secretarial Standards (SS-1
and SS-2) issued by The Institute of Company Secretaries of India.

8. During the year under review, there were a few e-forms filed beyond the due dates by paying additional fees with
the Registrar of Companies (RoC).

9. The Company has failed to issue the SDD Certificate for FY 2023-2024 under Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015.

10. The Company does not have code of practices and procedures for fair disclosure of unpublished price sensitive
information and code of conduct in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

1 1. During the year under review, the Company has not submitted and dispatched the Annual Report for the
financial year ended 31st March, 2023 in accordance with the provision of the Companies Act, 2013 and
Regulation 34 of the Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations,
2015.

With respect to the above qualifications the Board would like to reply that;

1. The Company has stopped the operation of the said factory at Gummidipoondi and hence the license was not
renewed.

2. The Company is in the process of making the payments.

3. The Company has initiated steps to comply with the same and letters have been sent to promoters requesting
for dematerialisation and providing PAN details.

4. The Company has initiated necessary steps to comply with the provisions pertaining to the website disclosures.

5. The Company is taking necessary steps in getting registration of Independent Directors on Data Bank in
accordance with the provision of the Act.

6. The Company is taking necessary steps in filing the necessary charge forms with ROC.

7. The Company will ensure to comply with Secretarial Standards issued by the ICSI.

8. The Company has taken all necessary steps to avoid paying additional fees henceforth, for filing purposes.

9. The Company has taken necessary steps and has installed SDD software and has registered the details of the
Directors to comply with the requirement.

10. The Company has always ensured to comply with the provisions pertaining to the SEBI (LODR) Regulations,
2015 within the prescribed time limit. However, due to unavoidable situation the Company was unable to comply
with the requirement within the specified time limit. The Company is taking all necessary efforts to be 100%
compliance in all respects.

1 1. The Company will ensure to comply with the requirement in future.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies act, 2013, the Board of Director’s to the best of their knowledge and

ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

11. had 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 the
financial year and of the profit of the company for that period;

iii. had 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 the company and for preventing and detecting fraud and
other irregularities;

iv. had prepared the annual accounts on a going concern basis; and

v. had laid down internal financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively.

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

20. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024, the Company has in all 6 Directors with considerable professional experience in divergent areas
connected with corporate functioning. The Board is headed by Mr. Ajeet Kumar Bhandari, Managing Director and Mr.
Anil Bhandari and Mr. Krishna Kumar Bhandari, Whole-time Directors of the Company who are entrusted with the
substantial powers of the management of the Company subject to the superintendence, control and directions of the
Board. The Board has two Non-executive Independent Directors namely Mr.Sivaraman Uthayakumar and Mr. S
Janarthanam Udayakumar. The Board has Ms. Veena Bhandari as a Non-Executive Director of the Company.

During the year under review, the following were the changes in the Board level as given below:

The Board in its Meeting held on 1 1^th August, 2023 has approved following:

• Resignation of Ms. Shikha Shalinkumar Salecha (DIN: 07144753) as the Non-Executive Non-Independent
Director of the Company.

Apart from the above, no other change in the management of the Company during the year under review

21. DETAILS RELATING TO BOARD M EETINGS AND COMMITTES:

I. BOARD MEETINGS

During the year under review, the Board met 6 (Six) times, i.e. on 29^th May, 2023, 22^nd July, 2023, 1 1^th August,
2023, 05^th September, 2023, 14^th November, 2023 and 31^st January, 2024. The maximum gap between two
meetings was not more than one hundred and twenty days. Quorum was present at all the meetings.

II. BOARD COMMITTEES

The Board Committees play a crucial role in the governance structure of the Company and are being set out
to deal with specific areas/activities which concern the Company and need a closer review. Committees are set
up by the Board to carry out the roles and responsibilities as defined in their Charter. These Committees
prepare the groundwork for decision making and minutes of Committee meetings are placed at subsequent
meeting of the Board. As of March 3 1, 2024, your Company has the following committees of the Board:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

A. AUDIT COMMITTEE:

A qualified and independent Audit Committee has been set up by the Board in compliance with the
requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on
3 1^st March, 2024, the Audit Committee comprised of three members, viz. Mr. Sivaraman Uthayakumar
(Chairman), Mr. Janarthanam Udayakumar (Member) being Non-Executive Independent Directors
and Ms. Veena Bhandari (Member) being Non-Executive Non-Independent Director.

During the year, Ms. Shikha Shalinkumar Salecha (Member) resigned from the Board of the Company
and the same was taken note in the Audit Committee Meeting and the Board Meeting dated 1 1th
August, 2023 and subsequently Ms. Veena Bhandari was appointed as a member of the Audit Committee
on the same day.

The audit committee met 4 (Four) times during the year on 29^th May, 2023, 1 1th August, 2023,
14^th November 2023 and 31^st January, 2024. Requisite Quorum was present at all the meetings.

The Board has accepted all the recommendations of the Audit Committee during the year 2023-24.

Attendance of each Director at Audit Committee Meetings

B. NOMINATION AND REMUNERATION COMMITTEE:

Composition of Committee: The Nomination and Remuneration Committee comprised of the
following Non-Executive Directors for the year ended 31^st March 2024:

1. Mr. S. Janarthanam Udayakumar - Chairman

2. Mr. Sivaraman Uthayakumar - Member

3. Ms. Veena Bhandari - Member

The Nomination and Remuneration committee is responsible for developing competency requirements
for the Board and in this regard conducts a gap analysis to determine the Board composition on a
periodic basis including each time a Director appointment or reappointment is required. The committee
has framed a policy to determine the qualifications, positive attributes and independence of a Director.
The key features of the policy are:

• Qualifications - The Board nomination process encourages diversity of thought, experience,
knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional
and industry expertise.

• Positive attributes - Apart from the duties of Directors as prescribed in the Companies act,
2013, the Directors are expected to demonstrate high standards of ethical behavior,
communication skills and independent judgment.

• Independence - A Director will be considered independent if he/she meets the criteria laid
down in Section 149(6) of the Companies act, 2013.

During the year, Ms. Shikha Shalinkumar Salecha (Member) resigned from the Board of the Company
and the same was taken note in the Nomination and Remuneration Committee Meeting and the
Board Meeting dated 1 1^th August, 2023 and subsequently Ms. Veena Bhandari was appointed as a
member of the Audit Committee on the same day.

During the financial year the committee met 1 (One) time on 1 1^th August, 2023.

Attendance of each Director at Nomination and Remuneration Committee Meetings

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Composition of committee: The Stakeholders Relationship Committee comprised of the following
directors for the year ended 31^st March 2024:

1. Mr. S Janarthanam Udayakumar - Chairman

2. Mr. Sivaraman Uthayakumar - Member

3. Ms. Shikha Shalinkumar Salech - Member

During the year under review, the committee met 1 (One) time i.e. on 3 1^st January, 2024.

During the year, Ms. Shikha Shalinkumar Salecha (Member) resigned from the Board of the Company
and subsequently Ms. Veena Bhandari was appointed as a member of the Stakeholders’ Relationship
Committee on the same day.

Attendance of each Director at Stakeholders' Relationship Committee Meeting

22. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of directors had carried out an annual evaluation of its own performance, Board Committees and individual
Directors as required under the Companies Act, 2013.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the
Directors. The performance of the committees was evaluated by the Board seeking inputs from the committee
members. The Nomination and remuneration committee reviewed the performance of the individual Directors.

The Independent Directors met on 20^th November, 2023, without the attendance of Non-Independent Directors
and members of the Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views
of Executive Director and Non-Executive Directors and assessed 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.

The Board and the NRC reviewed the performance of the individual Directors on the basis of criteria such as
contribution at meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also
evaluated on key aspects of his role.

23. VIGIL MECHANISM:

The Company has adopted a Whistle blower policy establishing vigil mechanism, to provide a formal mechanism to the
Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of
the Company’s code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It
has affirmed that no personnel of the Company have been denied access to the Audit Committee.

24. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

A) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption
of energy at all levels. The details of consumption are as follows

CONSERVATION OF ENERGY

B) Foreign Exchange Earnings and Outgo:

C) Technology Absorption,Adaptation and Innovation, Research and Development:

Research and Development activities are carried out on an ongoing basis for improving quality of the products.

D) Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately
insured.

25. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY:

The Company in order to comply with the provisions of the Companies Act, 2013 and to provide an effective
mechanism for implementing risk management system had adopted the policy on risk management for evaluating and
monitoring various risks that could threaten the existence of the Company. The Company had not faced any major
risks and no major deviations from the actuals as attained by the Company. The Audit committee has reviewed the
policy periodically.The Board takes overall responsibility for the overall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for formulating an effective
mechanism and strategy.

26. MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS,TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunals which would have impact on
the going concern status of the Company and its future operation.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:

The Company has an adequate system of internal controls in place. It has documented policies and procedures
covering all financial and operating functions. These controls have been designed to provide a reasonable assurance
with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of
operations, and protecting assets from unauthorized use or losses, compliances with regulations. The Company has
continued its efforts to align all its processes and controls with global best practices.

28. DISCLOSURES AS PERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a sexual harassment policy in
line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether
physical, verbal or psychological.

No complaints were received during the year.

29. CORPORATE GOVERNANCE:

In view of the exemption granted vide Circular No. CIR/CFD/POLICY CELL/7/2014, dated 15^th May, 2014 by SEBI
and as per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
provision with regard to Corporate Governance is not applicable to the company as the Paid-Up Equity Capital is not
exceeding Rs. 10 (Ten) Crores and net worth not exceeding Rs. 25 (Twenty Five) Crores as on the last day of the
previous FinancialYear.

Therefore, a certificate as stipulated under Schedule V(E) of the Listing Regulations from the Auditors of the Company
regarding compliance with the conditions of Corporate Governance is not applicable.

30. LISTING:

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The Company has not paid the annual
listing fees for the Financial Year 2020-2021,2021 -2022, 2022-2023 and 2023-24

31. REMUNERATION POLICY:

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to the remuneration of the
Directors, Key Managerial Personnel and other employees.The philosophy for remuneration is based on the commitment
of fostering a culture of leadership with trust. The remuneration policy has been prepared pursuant to the provisions
of Section 178(3) of the Companies act, 20l3.While formulating this policy, the committee has considered the factors
laid down in Section 178(4) of the Companies Act, 201 3, which are us under:

a. That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the
Company and its goals.

The key principles governing the remuneration policy are as follows:

a. Market Competitiveness

b. Role played by the individual

c. Reflective of size of the company, complexity of the sector/industry/Company’s operations and the Company’s
capacity to pay

d. Consistent with recognised best practices and

e. Aligned to any regulatory requirements.

In accordance with the policy, the Managing/Executive/KMPs/ employees are paid basic/fixed salary.

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for
approving and overseeing implementation of the remuneration policy.

32. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies act, 2013 read with rule 5(1) of the Companies
(Appointment and remuneration of Managerial Personnel) Rules, 2014 has been attached as Annexure-III.

33. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS:

There are no employees who are paid remuneration in excess of the limits specified under Section 197 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014 as amended from time to
time.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis of the financial conditions including the result of the operations of the
company for the year under review as required under Regulation 34(e) of the SEBI (LODR) Regulations, 2015 is
separately attached as Annexure-IV.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a)
networth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or

more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the

threshold limits given above, the provisions of section 135 are not applicable to the Company.

36. POLICIES:

During the financial year, your company has not adopted any new policies. The existing policies of the Company have
been reviewed periodically by the Board and updated based on need.

37. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH
INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS):

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting
Standards) Rules, 2015 on February 16, 2015. Further, a Press Release was issued by the MCA on January 18, 2016
outlining the roadmap for implementation of Indian Accounting Standards (Ind AS) converged with International
Financial Reporting Standards (IFRS). As Indian Accounting Standards (IND AS) is applicable to your Company, the
Company has prepared its account under IND AS and Indian Generally Accepted Accounting Principles (IGAAP).

38. SHARE TRANSFER AGENCY:

The Company has appointed M/s. Cameo Corporate Services Ltd situated at Subramanian Building, Club House
Road, Anna Salai, Royapettah, Chennai - 600 002, Tamil Nadu, India as its share transfer agency for handling both
physical and electronic transfers. The power of such Share Transfer Committee has been transferred to them
accordingly, keeping in mind.

39. CODE OF CONDUCT:

The Company has adopted Code of Conduct for the Board and for the senior level employees of the Company and
they are complying with the said code.

40. AWARDS AND RECOGNITION:

The Company has not received any award during the Financial Year.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS THE END OF THE FINANCIAL YEAR:

During the year under review, there were no applications made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) and hence the requirement to furnish the details on the same is not applicable
to the Company.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF:

During the year under review, there were no instances of valuation done in the aforementioned manner and hence
the requirement to furnish the details on the same is not applicable to the Company.

43. CAUTIONARY STATEMENT:

Statements in these reports describing company’s projections statements, expectations and hopes are forward
looking. Though, these expectations etc, are based on reasonable assumption, the actual results might differ.

44. ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to all of the Company’s employees for their enormous personal
efforts as well as their collective contribution to the Company’s performance.The Directors would also like to thank
the employees, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for
the continuous support given by them to the Company and their confidence in its management.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/-

Ajeet Kumar Bhandari Anil Bhandari

Place: Chennai DIN: 01023609 DIN: 02722372

Date: 07^th September 2024 Managing Director Whole Time Director