The Board of Directors are pleased to present the 18^th (Eighteenth) Annual Report of Jubilant Industries Limited ("the Company") together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2024 ("FY 2024").

1. FINANCIAL RESULTS

(K in million)

2. OVERVIEW

The Company was engaged in the business of manufacturing Indian made foreign liquor (IMFL). During the year under review, the company did not engage in any operational business activities.

The Company's Wholly-owned Subsidiary, Jubilant Agri and Consumer Products Limited ("JACPL") is engaged in the manufacturing of Performance Polymers & Chemicals and Agri Products comprising Single Super Phosphate, a wide range of Crop Nutrition, Crop Growth, at its manufacturing facilities situated at Gajraula & Sahibabad in Uttar Pradesh,

Kapasan in Rajasthan and Savli in Gujarat. JACPL is the sole manufacturer of food grade Polyvinyl Acetate (PVAc) in India having state of the art manufacturing facility situated at Gajraula in Uttar Pradesh and also the dominant player in manufacturing of VP Latex having state of the art manufacturing facility situated at Savli in Gujarat.

The Company's brand 'Ramban' in Agri Products, 'Jivanjor' & 'Vamicol' in Wood Adhesive and 'Charmwood' & 'Ultra Italia' in Wood Finish are well known brands in their segments.

There has been no change in the nature of business of the Company during the FY 2024.

Consolidated Financials

In FY 2024 the consolidated revenue from operations was I 12,532.63 million. EBITDA before exceptional items for the year was I 1,076.68 million. Net Profit after tax from continuing operations was I 292.01 million and Basic EPS from continuing operations on consolidated basis stood at I 19.38.

The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as the 'Act') and Ind-AS 110 'Consolidated Financial Statements' prescribed under Section 133 of the Act, forms part of the Annual Report.

Standalone Financials

In FY 2024 total revenue from continuing operations was Nil. EBITDA for the year stood at Nil. Net Loss after tax from continuing and discounted operations was I 8.48 million.

3. DIVIDEND

The Board of Directors have not recommended any dividend for the financial year 2023-24.

The Board of Directors of your Company has approved a Dividend Distribution Policy in line with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The said policy is available on the website of the Company at https://www.iubilantindustries.com/ pdfs/Dividend%20Distribution%20Policy%20 aug%2024.pdf.

4. RESERVES

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

5. CAPITAL STRUCTURE & STOCK OPTIONS Authorised Share Capital

The authorized share capital of the Company as at March 31,2024 was I 18,10,00,000 (Rupees Eighteen Crore Ten Lakh only) consisting of 1,81,00,000 (One Crore Eighty One Lakh) equity shares of I 10 (Rupees Ten) each.

Paid-up Share Capital

As at March 31, 2024, the paid-up share capital was I 15,06,71,010 (Rupees Fifteen Crore Six Lakh Seventy-One Thousand and Ten only) consisting of 1,50,67,101 (One Crore Fifty Lakh Sixty Seven Thousand One Hundred and One) equity shares of I 10 (Rupees Ten) each.

Employees Stock Option Scheme

At present, the Company has two Employees Stock Option Schemes, namely JIL Employees Stock Option Scheme 2013 ("Scheme 2013") and JIL Employees Stock Option Scheme 2018 ("Scheme 2018").

Both the Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI (SBEB) Regulations') and other applicable laws. The details pursuant to the SEBI (SBEB) Regulations, have been placed on the website at https://www.iubilantindustries.com/shareholders- meeting.html.

The Company has received a certificate from its Secretarial Auditor certifying that both the Schemes have been implemented in accordance with the SEBI (SBEB) Regulations. The certificate would be placed at the ensuing 18^th Annual General Meeting for inspection by the members.

The Shareholders vide their Special Resolutions passed in their Annual General Meeting held on September 21, 2023, made following changes in the Scheme 2013 and Scheme 2018, respectively:

Scheme 2013: Enhanced the maximum number of Options and consequent shares issued and/or transferred upon exercise of such Options for each Participant under the Scheme from 1,50,000 (One Lakh and Fifty Thousand Only) to 3,00,000 (Three Lakh Only), in aggregate.

Scheme 2018: Amended the Vesting Schedule of Scheme 2018 as per the following:

6. COMPOSITE SCHEME OF ARRANGEMENT

With a view to simplify and streamline the Promoters' shareholding structure by eliminating shareholding tiers and to bring greater transparency in the Promoters' shareholding and to enable the shareholders of the Company to directly hold shares in the operating Subsidiary Company, i.e., Jubilant Agri and Consumer Products Limited, the Board of Directors of your Company had, at its meeting held on August 12, 2022, approved the Composite Scheme of Arrangement among HSSS Investment Holding Private Limited ("Amalgamating Company 1"), KBHB Investment Holding Private Limited ("Amalgamating Company 2"), SSBPB Investment Holding Private Limited ("Amalgamating Company 3"), Jubilant Industries Limited ("Company"/"JIL") and Jubilant Agri and Consumer Products Limited ("Amalgamated Company") and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (the 'Scheme'), which is subject to requisite statutory approval(s).

Upon approval of the Board of Directors and pursuant to the observation letters issued by the stock exchanges, the Company had filed the said Scheme with the Hon'ble NCLT, Allahabad Bench. The Hon'ble NCLT heard the matter and passed an order on May 3, 2023, for calling the meeting of the Equity Shareholders of the Company and Secured Creditors & Unsecured Creditors of Jubilant Agri and Consumer Products Limited on July 28, 2023 and July 29, 2023, respectively. Equity Shareholders of the Company and Secured Creditors & Unsecured Creditors of Jubilant Agri and Consumer Products Limited in their respective Meetings held in this regard, have approved the scheme and thereafter 2^nd (Second) motion petition have been filed with Hon'ble NCLT, Allahabad Bench.

The Scheme is available on the website of the Company at https://www.iubilantindustries.com/ composite-scheme-of-arrangement.html.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has two Wholly-owned Subsidiaries, Jubilant Agri and Consumer Products Limited ("JACPL") and Jubilant Industries Inc., USA.

i) Jubilant Agri and Consumer Products Limited

JACPL is engaged in the manufacturing of Agri Products comprising Single Super Phosphate, a wide range of Crop Nutrition, Crop Growth, Performance Polymers and Chemicals.

During the FY 2024, JACPL has revenue from operations 1 12,260.71 million. EBITDA for the year stood at 1 1,040.26 million.Net Profit after tax for the FY 2024 is at 1 257 million.

In terms of Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), JACPL is a material non-listed Wholly-owned Subsidiary of the Company.

ii) Jubilant Industries Inc., USA

Jubilant Industries Inc., USA is a Wholly- owned Subsidiary of the Company. It has been engaged in overseas trading of Solid Poly Vinyl Acetate and VP Latex.

During FY 2024, it was engaged in overseas trading of Solid Poly Vinyl Acetate and Latex. It had revenue from operations amounting to 1 1,018.25 million. Net Profit after tax for the year 2024 is 1 16.75 million.

During FY 2024, there were no associates or joint ventures of the Company.

A statement containing salient features of the financial statements of Company's subsidiaries including therein contribution of subsidiaries to the overall performance of the Company is given in Form AOC 1 attached to the financial statements.

8. DIRECTORS AND KEY Managerial PERSONNEL

Appointment, Re-appointment and Resignation of Directors and Key Managerial Personnel:

Pursuant to the provisions of the Companies Act, 2013, Mr. Priyavrat Bhartia (DIN: 00020603) will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment to the members in the ensuing 18^th AGM.

During the financial year under review:

• Mr. Manu Ahuja (DIN: 05123127), Chief Executive Officer and Managing Director of the Company ceased from the position of Chief Executive Officer and Managing Director of the Company due to his sad demise on December 9, 2023;

• Mr. Radhey Shyam Sharma (DIN: 00013208) reappointed as an Independent Director effective from October 25, 2023 for a second term of 5 (five) consecutive years ;

• Mr. Jagat Sharma (DIN: 02997958), was

appointed as Whole-time Director of the Company w.e.f. December 12, 2023 for a period of 3(three) years;

• Ms. Shivpriya Nanda (DIN: 01313356) has

completed her 2nd consecutive term as Independent Director on March 31,2024;

• Ms. Sanjanthi Sajan (DIN: 00431379) was

appointed as Women Independent Director w.e.f February 10, 2024 for a period of 5 (five) years;

• Mr. Abhishek Mishra, Company Secretary and Compliance Officer, resigned w.e.f. April 15, 2023;

• Mr. Abhishek Kamra was appointed as Company Secretary and Compliance Officer w.e.f. May 25, 2023, for interim period; and

• Mr. Brijesh Kumar was appointed as Company Secretary and Compliance Officer w.e.f. Aug 7, 2023. Consequent to the said appointment, Mr. Abhishek Kamra who was appointed on interim basis has stepped down from the position of Company Secretary and Compliance Officer of the Company.

As on FY 2024, Mr. Jagat Sharma, Whole Time Director, Mr. Umesh Sharma, Chief Financial Officer and Mr. Brijesh Kumar, Company Secretary are the Key Managerial Personnel of the Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149 read with Schedule IV of the Act and Regulation 16 of the Listing Regulations and have also confirmed for compliance of inclusion of name in the data bank, being maintained with 'Indian Institute of Corporate Affairs' as provided under the Act read with applicable rules made thereunder. The Company has also received declaration from the Independent Directors that they have complied with the code of conduct of Directors and Senior Management.

Meetings of the Board

During the FY 2024, 5 (five) meetings of Board of Directors were held. The details of Board Meetings and the attendance of Directors have been provided in the Corporate Governance Report, attached to this Report.

Appointment and Remuneration Policy

The Company has implemented Appointment and Remuneration Policy pursuant to the provisions

of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report, attached to this Report. The Policy is available at the website of the Company at https://www. jubilantindustries.com/pdfs/JIL-Appointment-and- Remuneration-Policy.pdf.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process of annual performance evaluation of the Board, its Committees, Chairperson and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.

9. AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee consists of four members: Mr. Ravinder Pal Sharma, Chairman, Mr. Radhey Shyam Sharma, Mr. Jagat Sharma and Ms. Sanjanthi Sajan.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

Further information about the Audit Committee is provided in the Corporate Governance Report attached to this Report.

10. AUDITORS & AUDITORS' REPORT Statutory Auditor

In terms of the provisions of Section 139 of the Act, BGJC & Associates LLP, Chartered Accountants, were appointed as the Company's Statutory Auditors by the shareholders at their 13^th AGM held on September 25, 2019, for a period of five years i.e. till the conclusion of 18^th (Eighteenth) AGM of the Company to be held in the year 2024. The Board of Directors of the Company, based on the recommendation of the Audit Committee, in its meeting held on 27 May 2024, approved and recommended to the Members for the re-appointment of BGJC & Associates LLP, as the Statutory Auditors of the Company, for a second term of 5 (five) consecutive years from the conclusion of 18^th Annual General Meeting till the conclusion of 23^rd Annual General Meeting of the Company. The reappointment of BGJC & Associates LLP as Statutory Auditors is subject to approval of members of the Company at ensuing Annual General Meeting of the Company. They have also given their consent to act as Statutory Auditors along with eligibility certificate for the said period.

The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors' Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Sanjay Grover & Associates (ICSI Firm Registration No.: P2001DE052900), Company Secretaries, in its meeting held on November 6, 2023, to undertake the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report is attached as Annexure 1 to this report and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, JACPL, material subsidiary of the Company, has also undergone Secretarial Audit as per Section 204 of the Act and Regulation 24A of the Listing Regulations.

Accordingly, the Secretarial Audit Report for the financial year ended March 31, 2024 of JACPL issued by M/s Sanjay Grover & Associates, Practicing Company Secretaries, is attached as Annexure 1A. The said report is self-explanatory and do not contain any qualifications, reservations, adverse remarks or disclaimers.

11. REPORTING OF FRAUDS BY AUDITORS

During the year, there were no instances of fraud reported by auditors under section 143(12) of the Act.

12. RISK Management

The Company has in place a Risk Management Policy which assists in;

• identifying the elements of risk, if any, which in the opinion of the Board may impact the Company;

• monitoring and reviewing the risk management plan; and

• implementing the risk management framework of the Company.

A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

13. HUMAN RESOURCES

At Jubilant Agri and Consumer Products, our employees have always been at the core of our strategy. This year was a consolidation year wherein the strides and initiatives taken during the last year spanning across all the businesses were critically reviewed on the stage gated success milestones.

Our teams across business were pivotal in driving the initiatives and were ably supported by adequacy of resource alignment to ensure each of our employees succeeded in their respective accountabilities. Our People processes, starting from the Organization design, Talent acquisition, On-boarding, engagement, and capability building were tightly aligned to the business strategy thereby acting as a catalyst.

At Jubilant Industries, we ensure an ethically compliant workplace, work ethos and a high level of corporate governance for our employees. We review our policies and people processes to make sure we are competitive across the relevant markets. We are confident in our strides, we assess and evaluate our hits and misses, we learn from both to fuel our journey of continual improvement.

"Caring, Sharing and Growing" are our core guiding principles, which are radiated through our integrated Talent Management initiatives, which is closely knit to the business strategy. This defines who we are and what we stand for.

Workforce planning is a live action agenda that we undertake. The markets and the customer needs are dynamic and so are our organization structure where each region, each product line and each customer is adequately touched through the dynamic and resilient organization plan that we create and sustain. Our people structures reflect a high level of customer centricity. New requirements stemming out of these structures are met through internal talent or infusing the right talent from the market.

Succession planning and internal talent dashboards are reviewed periodically to identify possible voids and plans created to ensure adequacy of talent across all critical and unique rolls. Critical positions have been filled either through internal talent portability or some critical capabilities have been addressed through lateral hires. The target setting exercise is done in a top down flow to ensure adequate sanctity and transparency across the organization.

The focus for the last two years has been to ensure a transition as a digital organization. The core team at the corporate office and a pool of strategic partnerships are working round the clock to ensure a phased digital ecosystem for all the businesses. The digital strategy is two pronged while the key focus has been to ensure that the work life of our field champions transforms, and the internal back-office system also experiences a digital revolution to ensure holistic integration. The digital blue print is based on our vision of giving "The Power to You", empowering our customer facing employees to leverage this technology edge and deliver superior customer delight and improved business results.

Driving excellence across processes has been another key initiative. As we speak, the Sales Excellence vertical works very closely with the B2C businesses delivering on the two Ps, people capability and process. All customer-interfacing roles get assessed for competencies to ensure "The Jubilant Way of Selling" is delivered across the geography. This also includes the influencer engagement teams who have the key responsibility to engage with influencers and deliver the sell-out. The training and certification programs are delivered Pan-India and this investment is showing early promising signs translating in to business results.

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company as an employer is committed to creating a work place that is free from all forms of sexual harassment. In order to deal with sexual harassment at workplace, the Company has implemented the Policy for Prevention of Sexual Harassment Policy (POSH) with training to all employees by an external consultant having expertise in subject matter.

The Company has also constituted Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH").

During the year under review, no case has been reported under POSH.

14. AWARDS AND ACCOLADES

During the year, Our Wholly-owned Subsidiary Company, i.e, JACPL and its plants received below awards during the year:

> JACPL Gajraula plant has received Greentech Safety Award", for plant's performance in Safety Excellence.

> JACPL Gajraula plant has received Four Star Rating" from VZ-RSI (Vision Zero Rating System India), for our EHS system and performance

> JACPL Sahibabad plant has received Greentech

Environment Award", for Environment

Excellence

> JACPL Sahibabad plant has received "Certificate of Appreciation", during award function by NSCI (National Safety Council of India), for Safety performance.

> JACPL Chittorgarh plant has received 4 star rating towards Kalinga Environment Excellence Award for outstanding contributions in our Environment Management systems.

> JACPL Gajraula Plant has obtained an International Recognition from EcoVadis, and has been awarded a Bronze EcoVadis Medal

> Jubilant's Savli (Vadodara) Plant has obtained an International Recognition from EcoVadis and has been awarded a Bronze EcoVadis Medal.

15. SUSTAINABILITY REPORT

The Company firmly believes in inclusive growth of its business with the Environmental enrichment and Social development based on the triple bottom line concept of Sustainable Development.

The Company will publish its Corporate Sustainability Report 2023-24 conforming to Global Reporting Initiative GRI STANDARDS fulfilling the 'In Accordance'-Comprehensive reporting criteria. As a green initiative, this report will be available on the website of the Company (www.jubilantindustries.com). As an extension of the green initiative to minimise the impact on environment, the Annual Report is emailed to shareholders whose email id is registered with the Company/Registrar & Transfer Agent/Depository Participants (DPs) to reduce use of paper.

Sustainability initiatives have been undertaken for reduction of emission parameters, energy consumption and greenhouse gas emission. Energy Conservation drive have been carried out to strengthen the awareness and participation of employees in reducing avoidable Energy losses. Steam and Power consumptions norms improvement achieved while taking Energy Conservation drive in SPVA and Latex plants. Wastewater generated in fertilizer plant is completely recycled and reused. In other plants it is treated and disposed as per Consent conditions. Natural Resource conservation measures have been strengthened through reuse of hazardous wastes i.e. silica sludge, Sulphur sludge and fly-ash in the fertilizer plant. Further Renewable fuel (Rice Husk, Fuel Wood, Saw Dust & Mustard Husk Briquettes) have been successfully used, completely eliminating use of coal in hot air generators at our Gajraula Plant in the reporting year. Similar initiative is also being started at our Kapasan plant to eliminate coal consumption by use of mixture of green fuel like rice husk and Coal. This has resulted in considerable GHG reduction. Replacement of existing Diesel Gensets with PNG Gensets at Sahibabad (Clean Fuel), benefits on the same with regard to GHG emission has been achieved in FY24.

16. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) is an essential pillar of Jubilant. CSR activities at Jubilant are in accordance with the provisions of Section 135 read with Schedule VII to the Act. The CSR initiatives at the Company are in line with the United Nations Sustainable Development Goals (SDGs).

Jubilant Bhatia Foundation ('JBF'), formed in the year 2007, a not-for-profit arm of the Jubilant Bhartia Group works towards conceptualisation and implementation of CSR activities of all group companies of Jubilant. The Company's CSR activities are in Healthcare, Education & Livelihood.

With 4P (Public-Private-People-Partnership) model, the CSR activities of the Company focuses towards empowering and adding value in the lives of the communities around the area of operations of the Company. JBF's detailed activities are available on its website www.jubilantbhartiafoundation.com.

During FY 2023-24, with a vision to bring progressive social change through strategic multi-stakeholder partnership involving knowledge generation & sharing, experiential learning and entrepreneurial ecosystem, the JBF continued working towards enhancing the quality of life of the community around the manufacturing locations.

The brief information of CSR activities carried out by the JBF is stated below:

a) Aarogya: Rendering Basic Healthcare services to a population of 33000 in 16 villages in Kapasan. The aim is to provide affordable healthcare through mobile clinic enabled with JUBICARE - Tele-clinic platform along with need based health awareness camps.

b) Muskaan-Supporting Rural Government Education to ensure inclusive and equitable quality education and promote lifelong learning opportunities for all.

• Khushiyon Ki Pathshala: A child centric program where with teachers acting as facilitators. This project entails training of teachers on making the school more inclusive and thereby, creating a child friendly society. At the same time, it also helps in moulding the teachers'personality.

• Mobile Science Lab: The aim is to teach the students from rural backgrounds by providing hands-on science experiments through Mobile Science Lab

• Career Counselling- to help students of rural area to make informed career choices.

The program included Career Counselling Wall, Skill Test, Career Handbook, Physical Career Counselling Session, Digital Career Counselling Course, and Telephone Helpline for select students.

c) Nayee Disha- Under livelihood initiatives, local women beneficiaries from the community were engaged as Paryavaran Sakhi in neem plantation.

d) Rural Development- To strengthen the services in the rural areas for the community, Jansuvidha Kendra for community for awareness and easy access to government's social welfare schemes was established.

During FY 2023-24, the Company was not required to make CSR Contribution on standalone basis. However, Jubilant Agri and Consumer Products Limited, wholly owned subsidiary of the Company has made contribution of I 114.50 Lakhs towards CSR Activities.

The Annual Report on CSR including contents of the CSR Policy and composition of Sustainability & Corporate Social Responsibility Committee is attached as Annexure 2 to this Report.

17. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

• The Investor Section on the website of the Company (www.iubilantindustries.com) is updated regularly for information of the shareholders.

• Disclosure(s) made to the Stock Exchanges are promptly uploaded on the website of the Company, as per the requirement of the SEBI Listing Regulations, for information of the Investors.

• There is a dedicated e-mail id investorsiil@ iubl.com for sending communications to the Company Secretary and Compliance Officer.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

18. INTERNAL FINANCIAL CONTROL

The Company's internal control framework are commensurate with the size and nature of its operations. BGJC & Associates LLP, Statutory Auditors have audited the financial statements of the Company included in this annual report and have also confirmed the adequacy and operational effectiveness of its internal control over financial reporting (as defined in Section 143 of the Act) as on

March 31,2024. A detailed section on Internal Controls and their Adequacy is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

19. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Report in terms of Clause 34(2)(f) of the Listing Regulations, a Business Responsibility & Sustainability Report, on various initiatives taken by the Company, is enclosed to this report as 'Annexure 3'.

20. OTHER STATUTORY DISCLOSURES

i. Extract of Annual Return: In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the 'Investors' section of the Company's website and can be viewed at the following link: https://www.jubilantindustries. com/shareholders-meeting.html.

ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under the said Chapter.

iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loan, guarantee or security is proposed to be utilised by the recipient have been disclosed in Note nos. 04, 05 and 28 to the Standalone Financial Statements.

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company had formulated a policy on Related Party Transactions ('RPTs'), dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during FY 2023-24 were in the ordinary course of business and were entered on arm's length basis. No material RPTs were entered into during FY 2023-24 by the Company as defined in the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act in Form AOC 2 is not applicable. Your Directors draw attention of the members to Note no. 26 to the Standalone Financial Statements which sets out the Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2023-24 till the date of this Report, which affects the financial position of the Company.

vi. Significant or Material orders: No significant or material orders have been passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

vii. Vigil Mechanism/Whistle Blower Policy: The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report, which forms an integral part of this report.

viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The Company had been engaged in the business of manufacturing of IMFL, and as the Company did not have any operating business during the FY 2023-24, most of the information as required under Section 134 of the Act, read with Rule 8 of Companies (Accounts) Rules, 2014, as amended, is not applicable. However, the information as applicable has been given in Annexure 4 and forms part of this Report.

ix. Particular of Employees: Particulars as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 5 and forms part of this Report.

x. Secretarial Standards of ICSI: The Company has complied with the Secretarial Standard-1 on 'Meetings of the Board of Directors' and Secretarial Standard-2 on 'General Meetings' issued by the Institute of Company Secretaries of India.

xi. Cost Records: Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain the cost records.

xii. Transfer to Investor Education and Protection Fund: The details of unpaid or unclaimed dividend and shares thereof transferred to Investor Education and Protection Fund have been disclosed in Corporate Governance Report and forms an integral part of this report.

xiv. The 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 at the end of the financial year: Not Applicable

xv. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable.

xvi. The disclosures as required under Rule 4, Rule 8, Rule 12 and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014 are not applicable to the Company.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that:

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

• the Directors 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 as on March 31,2024 and of the profit or loss of the Company for the year ended March 31,2024;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors had prepared the annual accounts on a going concern basis;

• the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

22. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure 6 and forms part of this Report. A certificate from the Statutory Auditor confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, 2015 is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31,2024. A certificate from the Whole-time Director confirming the same is attached to the Corporate Governance Report.

A certificate from the Whole-time Director and Chief Financial Officer confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

23. Management DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations, is presented in a separate Section forming part of this Annual Report.

For the sake of brevity the items covered in the Report are not repeated in the Management Discussion and Analysis Report.

24. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the cooperation and assistance received from the Central and State Government Authorities. Your Directors thanks the Shareholders, Banks/other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.