Equity Analysis

To,

The Members

Your directors pleased to present the 1^st Annual Report on the business and operations of the Company along Audited Financial Statement, for the year ended March 31^st 2024.

The financial highlights of the financial year ended March 31st , 2024 is summarized as under :

The Company was duly incorporated during the financial year 2023-24 by converting the partnership firm into a private limited company under the name and style of Mason Infratech Private Limited on April 24, 2023. The Company is principally engaged in the business of infrastructure development and construction within the state of Maharashtra.

During the year under review, the Company generated revenue from operations amounting to Rs. 9,379.46 Lakhs and reported a net profit of Rs. 1,165.23 Lakhs.

The Company was incorporated during the financial year 2023-24 through the conversion of the partnership firm into a private limited company under the name and style of Mason Infratech Private Limited on April 24, 2023. Subsequently, the Company was converted from a Private

Limited Company to a Public Limited Company, pursuant to a resolution passed by the members in its meeting held on September 20, 2023 and a fresh certificate of incorporation was issued by the Registrar of Companies, Mumbai, effective from November 16, 2023, bearing the Corporate Identification Number U43900MH2023PLC401571.

During the year under review, pursuant to the resolutions duly passed by the Members of the Company at the Extra-ordinary General Meeting convened on 13^th January, 2024, The Company resolved to approached the Capital Market with an initial Public Offer of 47,60,000 (Forty Seven lakhs Sixty Thousand) Equity Shares of the Company of face value of Rs. 10/- (Rupees Ten Only). This offering was conducted through the Book Building Process, in accordance with the provisions of applicable laws, with the intent to offer said shares to the public.

The issue was made available for public subscription from 24^th June 2024 to 26^th June 2024 and allotment of this Shares were subsequently finalized on 27^th June 2024 in consultation with the Designated Stock Exchange, namely the National Stock Exchange of India Limited (NSE), as per the regulatory framework governing such issuances.

Following the submission of the Company's application, the National Stock Exchange of India Limited (NSE), after due consideration, granted its final approval for the listing and commencement of trading on the NSE Emerge platform with effect from the 1^st day of July 2024 with scrip code ‘MASON’.

The company is Premier Engineering, Procurement, and Construction (EPC) company in India. Specializing in civil contracting work. There is no change in nature of business of the Company during the year under review.

DIVIDEND

For the Financial Year 2023-24, the Board of directors, in its meeting held on 31^st May 2024, declared and paid an Interim Dividend at Rs.0.234/- per equity share of Rs.10/- each i.e. 2.34% of the paid-up Equity Share Capital of the Company, the total amount of the Interim Dividend disbursed was Rs. 29,98,125/- (Rupees Twenty-Nine Lakhs Ninety-Eight Thousand One Hundred and Twenty-Five Only), drawn from the profits of the Company for the Financial Year 2023-24. The Interim dividend shall be deemed to be the Final Dividend for the said financial year.

The Board of Directors does not recommend any further dividend for the Financial Year ended March 31, 2024 as the profits will be deployed for its business expansion program.

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2024 in the profit and loss account.

During the year under review, the Company was incorporated on April 24^th,2023 with the Authorized share capital of Rs. 8,25,00,000/- (Rupees Eight Crore Twenty-Five Lakhs Only) consists of 82,50,000 (Eighty-two Lakh Fifty Thousand) Equity Shares of face value of 10/- each and paid-up share capital of Rs. 8,23,16,900/- (Eight Crore Twenty-Three Lakhs Sixteen Thousand and Nine Hundred only) consist of 82,31,690/- (Eighty-Two Lakh Thirty-one Thousand Six Hundred and Ninety) equity shares of Rs. 10/- each. Changes during the year are as follows:

On May 9^th, 2023, the company has increased it Authorised Share Capital form Rs. 8,25,00,000/- (Rupees Eight Crore Twenty-Five Lakhs Only) consists of 82,50,000 (Eighty-two Lakh Fifty Thousand) Equity Shares of face value of 10/- each to Rs. 24,00,00,000/- (Rupees Twenty-Four Crores Only) consists of 2,40,00,000/- (Two Crore Forty Lakhs) equity shares of Rs. 10/-.

On 19th May 2023, the Company has issued and allotted 17,68,310 (Seventeen Lakhs Sixty-Eight Thousand Three Hundred and Ten) Equity Shares of the of 10/- each, aggregating to Rs. 1,76,83,100/- (Rupees One Crore Seventy-Six Lakhs Eighty-Three Thousand and One Hundred only) at par, in pursuant to the conversion of Loan into equity.

Further on 6^th January 2024, the Company has issued and allotted 2,50,000 (Two Lakh Fifty Thousand) equity shares of the of 10/- each on preferential cum private placement basis, at value of Rs. 40/- (Rupees Forty) per share including premium of Rs. 30/- (Rupees Thirty) per share aggregating to Rs. 1,00,00,000/- (Rupees One Crore only).

Further on 9^th January 2024, the company has issued and allotted 25,62,500 (Twenty Five Lakhs Sixty Two Thousand and Five Hundred) Equity Shares of Rs.10/- each aggregating to Rs. 2,56,25,000/- (Two Crore Fifty-Six Lakh and Twenty Five Thousand only ) as Bonus Shares to the existing Shareholders through capitalization of surplus profit or reserves.

As of March 31, 2024, the Authorised Share Capital of the Company stood at Rs. 24,00,00,000/- (Rupees Twenty-Four Crore only) divided into 2,40,00,000 (Two Crore Forty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each and the Paid-up Share Capital of the Company increased to Rs. 12,81,25,000/- (Rupees Twenty Crore Eighty-one Lakh and Twenty-Five Thousand only), comprising 1,28,12,500 (one Crore Twenty-Eight Lakh Twelve Thousand and Five Hundred) equity shares of Rs. 10/- (Rupees Ten only) each.

On 27^th June, 2024, the company has come up with the Initial Public Offering (IPO) of 47,60,000 (Forty Seven Lakhs and Sixty Thousand) Equity Shares of Rs.10/-, at the issue price of Rs.64/- (Rupees Sixty-Four) each including a premium of Rs. 54/- (Rupees Fifty-Four) each aggregating to Rs. 30,46,40,000/-/- (Rupees Thirty Crore Forty-Six Lakhs and Forty Thousand only).

Following the completion of the IPO the paid-up share capital of the Company stood at Rs. 17,57,25,000/- (Rupees Seventeen Crore Fifty-Seven Lakhs and Twenty-Five Thousand only) comprising of 1,75,72,500 (One Crore, Seventy-Five Lakhs Seventy-Two Thousand and Five Hundred) Equity Shares of Rs.10/- (Rupees Ten) each.

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

The details of amount accepted and received from the directors of the company have been disclosed in the financial statements.

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME listed on Emerge Platform of NSE, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate governance is not applicable in the Annual Report.

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,2014, the Annual Return will be available on the website of the Company at https://www.masoninfra.com/.

At present, Board of Directors of the Company comprises of 5 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of one Managing Director, one Executive Director and Three Independent Non-Executive Directors including one women Director.

The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors

The Board of Directors of your Company comprised of the following Directors, as on March 31st, 2024:

During the year under review Ms. Hiral Nilesh Gandhi (DIN: 10385986) and Mr. Neelkanth Dnyaneshwar Aher (DIN: 06498109) was appointed as an Additional Director and designated as Independent Director on the Board with effect from 25^th November 2024 and appointed Ms. Mamta Shah (DIN: 10435895) as an Additional Director and designated as Non-executive Director on the Board with effect from the 25^th December 2023 and approved by member in Extra-Ordinary General Meeting dated 04^th January, 2024.

Further, the Board of Directors of the company in its meeting dated 03^rd December 2023, appointed Mr. Vishwa Deo Sharma (DIN 02255589) as an Additional Director and designated as Independent Director on the Board with effect from the date of the meeting and approved by member in Extra-Ordinary General Meeting dated 09^th January, 2024 and appoint Mr. Asit Surendra Thakkar Dattani (DIN: 01382453) as Managing Director of the Company for a term of 5 (Five) years commencing from the date of the meeting.

Furthermore, Ms. Chandni Parag Sarvaiya (DIN: 10555203) was appointed as Director and designated as Independent Director on the Board with effect from 18^th March 2024 and approved by member in Extra-Ordinary General Meeting.

In accordance with the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Ashutosh Jayantilal Juthani (DIN: 10131832), retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. A resolution seeking the re-appointment of Mr. Ashutosh Jayantilal Juthani (DIN: 10131832), forms part of the Notice.

The profile along with other details of Mr. Ashutosh Jayantilal Juthani are provided in the annexure to the Notice.

During the year under review Mr. Smeet Asit Thakkar Dattani (DIN 10131833) and Mr.Neelkanth Dnyaneshwar Aher (DIN: 06498109) has resigned from the Board as Director of the company with effect from 06^th January 2024. The Board places on record its appreciation for the valuable contribution made by them during their tenure as Director of the Company.

Further, on 18^th March 2024 Ms. Mamta Shah (DIN: 10435895) has resigned from the position of Non-executive Director of the company w.e.f. 18th day of March 2024.The Board placed on record its sincere appreciation for the valuable contribution made by him over the years.

Furthermore, the company has received the resignation letter from Ms. Chandni Parag Sarvaiya (DIN: 10555203) dated 30^th August 2024, which will be consider by the board in the forthcoming board meeting Scheduled to be held on 06^th September 2024.

During the Year under review, the company has appointed Mr. Ravi Prakash Tiwari as Company Secretary and Compliance officer of the Company with effect from 06^th November 2023 and Mr. Smeet Asit Thakkar Dattani as Chief Financial Officer of the company with effect from 09^th January 2024, to fulfil the requirement of Section 203 of the Companies Act, 2013.

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Key Managerial Personnel as on 31^st March 2024:

BOARD MEETINGS

The Board of Directors met 28 (Twenty-Eight) times during the year under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder

The Members of the company Met Ten (10) times during the Financial Year 23-24 on the following date:

As on March 31, 2024, Mr. Vishwa Deo Sharma , Mr. Hiral Nilesh Gandhi and Mr. Chandni Parag Sarvaiya are the Independent Directors on the Board of the company.

The Company has received the necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule-IV of the Companies Act, 2013.

None of the Independent Directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management. All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Independent Directors of your Company are registered with the Indian Institute of

Corporate Affairs, Manesar ("IICA") and have their name included in the ‘Independent Directors Data Bank’ maintained by the IICA.

The Company has put in place a Familiarization Program for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The detail of such program is available on the website of the company at https://www.masoninfra.com/codeandpolicies.html.

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with ‘Guidelines for Professional Conduct’ pursuant to

Schedule IV to the Act. The details of such terms are available on the website of the company at https://www.masoninfra.com/codeandpolicies.html.

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.

The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as 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 the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The Audit Committee of the Company is constituted in line with the provisions of Section 177 and all other applicable provision, if any, of the Companies Act, 2013 and the Companies (Meeting and Its Powers) Rules, 2014, pursuant to regulation 18 and all other applicable provisions of the SEBI (Listing and Obligations and Disclosure Requirements) Regulations 2015, the Audit committee review reports of the Internal Auditor, meet Statutory Auditors as and when required and discusses their findings, suggestions, observations, and other related matters and reviews major accounting policies followed by the Company.

The Audit Committee constitute on 10^th January 2024, the constitution of Audit Committee as on 31^st March 2024 is as follows:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

Apart from that all the matters provided in Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee identifies (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees, are provided in the Corporate Governance Report.

The Nomination and Remuneration Committee constitute on 10^th January 2024, the constitution of Audit Committee as on 31^st March 2024 is as follows, 1 (One) Meeting of the Nomination and Remuneration Committee was held during the year i.e. on 18^th March 2024 via Video Conference

The scope of the Shareholders relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also investigates matters which can facilitate better investor’s services and relations.

The Stakeholders’ Relationship Committee is duly constituted on 10^th January,2024, the constitution of Stakeholders’ Relationship Committee as on 31^st March 2024 is as follows :

The Scope of Internal Complaints Committee will be Redressal of complaints filed with fairness and without bias, Within the time period of 90 days and undertaking Awareness workshops/activities to educate all employees of the Company about Sexual harassment at workplace, its effects and laws against it, Filing a complaint with the ICC.

The Internal Complaints Committee is duly constituted in accordance with the applicable regulations. During the Financial Year ended on 31st March 2024

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company’s operations, business performance or reputation.

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism.

The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors and employees, and it is available on the internal employee portal as well as the website of your Company at https://www.masoninfra.com/codeandpolicies.html.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

M/s. Gada Chheda & Co LLP, Chartered Accountants (Firm Registration No. W100059), were appointed as First Statutory Auditors to hold office till the First Annual General Meeting.

M/s. Gada Chheda & Co LLP, Chartered Accountants (Firm Registration No. W100059), has given consent and eligibility certificate for re-appointment as a statutory Auditors of the Company. The Board recommend their re-appointment for a further term of one years to hold office from the conclusion of the forth coming Annual Geneal meeting till the conclusion of AGM to be hefinanciale Financial year 2024-25 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors

Appropriate resolution seeking Members approval for the appointment of M/s. Gada Chheda & Co LLP, Chartered Accountants as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

M/s. JM & Associates, the Chartered Accountants, Mumbai are appointed as Internal Auditor for the Financial Year 2024-25 as per the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013

The Audit committee of the board, in consultation with the internal auditor, shall formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/S Nishtha Khandelwal & Associates, (Firm Registration No: S2024MH989400) Practicing Company Secretary, Membership No. A71865 & Certificate of Practice No. 27466), to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31 March, 2024 is attached as "Annexure - A" to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2023-24. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, the cost auditor is not appointed for the financial year 2023-24.

The Statutory Auditors’ Report, and the Secretarial Audit Report to the members, for the year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board. However, the reply of the

Board to the ‘emphasis of matter’ reported in the Statutory Auditors’ Reports is given in the ‘Auditors Report’ clause above.

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board’s report.

The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted

Accounting Principles in India (‘GAAP’), statutory requirements prescribed under the Accounting Standards (‘AS’) specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the company from Financial Year 2023-24.

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an "Annexure -B" to this Report.

During the year under review, the Company do not have any subsidiary/joint ventures/ associate companies.

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

During the year under review, there is no Significant Order passed by the Regulators/ Courts or Tribunals impacting the going concern status and Company and its operations in future.

The Company’s equity shares are traded in dematerialized form on NSE. As of March 31, 2024, 100% of the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned the International Securities Identification Number (ISIN) INE0SH001010 under the Depository System.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to women (including outsiders) at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment during the year under review.

Your Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 and accordingly information required to be provided under Section 134 (3) (g) of the Companies Act, 2013 in relation loans, guarantees or investments covered under the provisions of section 186 are not applicable to your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on

Company’s website and can be accessed https://www.masoninfra.com/codeandpolicies.html. The Policy intends to ensure that proper reporting, approval and disclosure process are in place for all transactions between the Company and related parties.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2023-24 (including any material modification thereof), were in the ordinary course of business and on an arm’s length basis which does not require to be disclose in Form AOC-2, details relating to related party transactions made by the Company in pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 and disclosure as required by the applicable accounting standards have been made in the Notes to the financial statements.

Your Company has not carried any activities relating to the conservation of energy. Your Company has not acquired any technologies during the year under review. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the with rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.

Information pursuant to rule 8(3)(c) of the Companies (Accounts) Rules, 2014.

The Company has not incurred any Foreign Exchange Expenditure or has earned any Foreign Exchange Earnings during the year under review.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management

Policy to ensure compliance with regulation 17 and 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders’ value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as "Annexure-C" to this Report.

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your directors make the following statement and confirm that:

A) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

B) The directors 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 the financial year and of the loss of the Company for that period;

C) The directors 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 the Company and for preventing and detecting fraud and other irregularities;

D) The directors have prepared the annual accounts on a going concern basis; and

E) 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;

F) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

Your directors place on record their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Company’s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.