Share Wealth

Year End :2023-03

The directors are pleased to present the 29^th Annual Report of the business and operations of your Company Ducol Organics And Colours Limited (hereinafter referred to as the said "Company" or "DUCOL") accompanied with Audited Financial Statements for the Financial Year ended on March 31, 2023. The standalone performance of the Company has been considered whenever required.

1. FINANCIAL RESULTS

The summarized financial performance for the financial year under review compared to the previous financial year is given here-in-below:

[Rs. 000's]
	Current Financial Year ended on March 31, 2023	Previous Financial Year ended on March 31, 2022
Revenue from Operations	90,73,30.08	82,29,85.68
Other Income	70,69.23	95,04.45
Total Revenue	91,43,99.31	83,24,90.14
Less: Total Expenditure (Excluding Depreciation, Finance Costs, and Taxes)	78,72,63.34	74,58,60.61
Profit / (Loss) before Depreciation, Finance cost & Tax	12,71,35.97	8,66,29.53
Less: Depreciation and amortization	1,37,94.90	1,16,79.52
Less: Finance Cost	1,80,65.39	2,67,68.14
Profit before Tax	9,52,75.68	4,81,81.87
Less: Provision for Tax (Including for prior year and deferred tax)	3,41,56.10	1,36,38.91
Profit after Tax	6,11,19.57	345,42.96
Earnings per equity share - Basic and diluted	3 4.20	3 11.51

2. REVIEW OF OPERATIONS

The performance of the Company showed a substantial improvement during the financial year under review. The Company earned total revenue grew by 9.84"% at 3 91.43 crores (previous year 3 83.25 crores) and Net Profit after Tax grew by 76.94"% at 3 6.11 crores (previous year 3 3.45 crores)

3. STATE OF AFFAIRS AND FUTURE OUTLOOK:

Your company has proactively initiated measures to navigate these challenges and drive growth. Key focus areas include optimizing supply chain efficiencies, expanding capacities, fostering innovation through the development of new products, and strengthening marketing and operational capabilities. By addressing these areas strategically, your company is poised to overcome obstacles and thrive in the evolving business landscape of 2023-24.

4. DIVIDEND AND RESERVES

Your directors have pleasure in recommending payment of dividend 3 0.75/- being 7.5% per share on Equity Shares of 3 10/- for the financial year ended 31^st March 2023. This will absorb a total cash outflow of 3 109.05 Lacs The dividend, if approved, will be paid to those members whose names shall appear on the Register of Members / List of Beneficiaries as on 19^th September 2023.

During the financial year under review, the Company has not transferred any amount to the General Reserve.

5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the financial year under review, there has been no change in the nature of the business of the Company.

The Board of Directors at their meeting held on 18^th June 2022, approved the conversion of the Company from a Private

Limited Company to a Public Limited Company and altered its Articles of Association (AoA) and Memorandum of Association (MoA), consequently, the Company's name was changed from Ducol Organics & Colours Private Limited to Ducol Organics And Colours Limited, by removing the word "Private” before the word "Limited”.

6. INITIAL PUBLIC OFFER ("IPO") AND LISTING:

Pursuant to Section 23 (1) of the Companies Act, 2013 and other provision under the said Act and rules made thereunder read with chapter IX of the securities and exchange board of India (issue of capital and disclosure requirements) regulations, 2018 ("SEBI (ICDR) regulations”), as amended in terms of rule 19(2)(b) of the securities contracts (regulation) rules, 1957 had made Initial Public Offer aggregating to INR 3151.20 LAKHS ("Issue Size”) and has issued and allotted 40,40,000 equity share of INR 10/- each at a price of INR 78/- per share through an Initial Public Offer. Furthermore, the Equity Shares of your company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME”) on Thursday, January 19, 2023.

7. SHARE CAPITAL

As on March 31, 2023, the authorized capital of the company was INR 15,00,00,000/- (Indian Rupees Fifteen Crores only) divided into 1,50,00,000 (One crore fifty Lacs only) Equity Shares of INR 10/- (Indian Rupees Ten Only) each.

Further, the issued, subscribed and paid-up share capital of the company was INR 14,54,00,000/- (Indian Rupees Fourteen Crores Fifty-Four Lacs only) divided into 1,45,40,000 (One Crore Forty -Lacs Forty Thousand Only) Equity Shares of INR 10/- (Indian Rupees Ten Only) each.

7.1. Changes in Authorised Capital:

As on the date of signing of this report, the Company has increased its authorized capital from INR 3 Crores (Indian Rupees Three Crores only) to INR 15 Crores (Indian Rupees Fifteen Crores only) by creation of additional INR 12 Crores (Indian Rupees Twelve Crores only) comprising of 1,20,00,000 (One Crore Twenty Thousand) Equity Shares of 7 10 (Indian Rupees Ten Only) each and same was approved by the members of the company at the Extra-Ordinary General Meeting held on May 05, 2022.

7.2. Changes in Paid up Capital:

On 12^th May, 2022, the Company has allotted 75,00,000 (Seventy Five Lacs) Equity Shares through bonus issue to the existing shareholders of the company subject to members approval in the ratio of 5 new equity shares for every 2 shares held of INR 10.00 (Indian Rupees Ten Only) each to the shareholders whose names appear in the Register of Members as on the record date i.e., 13^th April, 2022 and same was approved by the members at the May 05, 2022.

Consequently, the paid-up share capital of the company as on date comprises of 1,05,00,000 (Ten Crores Five Lacs) Equity Shares of 7 10/- (Indian Rupees Ten Only) each.

8. INVESTORS EDUCATION AND PROTECTION FUND ("IEPF")

Section 125 of the Companies Act, 2013 ('the Act'), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), provides that, all unpaid or unclaimed dividends shall be transferred by the Company to the IEPF Authority established by the Government of India after the completion of seven years. Further, according to the said IEPF Rules, the shares on which dividend remains unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

The Company does not have unclaimed dividends at the beginning and end of the year. Ms. Sabina Qureshi, Company Secretary and Compliance Officer of the Company acts as the Nodal Officer to ensure compliance with the IEPF Rules.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and up to the date of this report.

10. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as "Annexure I" and is incorporated herein by reference and forms an integral part of this report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year under review, the following changes took place:
SR NO	NAME OF DIRECTORS/ KMP'S	DIN/MEMBERSHIP NO	DATE OF APPOINTMENT/ CHANGES IN DESIGNATION	CURRENT POSITION
1	Mr. Aamer Ahmed Farid	00711705	October 01, 2022	Managing Director
2	Mr. Hani Ahmed Farid	00711968	October 01, 2022	Whole Time Director
3	Ms. Sabina Qureshi	A65859	May 05, 2022	Company Secretary & Compliance Officer
4	Ms. Shivani Tiwari	09359208	June 01, 2022	Non -executive, Independent Director
5	Mr. Ratnakar V. Rai	00126309	June 01, 2022	Non -executive, Independent Director
6	Mr. Abhishek Agrawal	09624370	June 01, 2022	Non -executive, Independent Director
7	Mrs. Manisha Agrawal	NA	June 13, 2022	Chief Financial Officer

• In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Aamer Ahmed Farid [DIN: 00711705], Managing Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 29^th Annual General Meeting. The Board recommends the said reappointment for shareholders' approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr. No.	Name of KMP	Designation
1.	Mr. Aamer Ahmed Farid	Managing Director
2.	Mr. Hani Ahmed Farid	Whole Time Director
3.	Ms. Sabina Qureshi	Company Secretary & Compliance Officer
4.	Mrs. Manisha Agrawal	Chief Financial Officer

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS: BOARD EVALUATION & DISCUSSIONS WITH INDEPENDENT DIRECTORS:

• Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements, 2015, the Board's policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Sr. No Name of Directors	Ms. Shivani Tiwari	Mr. Ratnakar V. Rai	Mr. Abhishek Agrawal
Designation as on March 31,2023	Independent Director	Independent Director	Independent Director
1 24, March, 2023	Y	Y	Y

• Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The Directors expressed satisfaction with the evaluation process.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,

Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

14. COMPOSITION OF BOARD, NUMBER OF BOARD MEETINGS & ITS POLICY:

The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2023, the Board had 5 (Five) members, consisting of 2 (Two) executive directors, 01(One) non-executive & independent woman director of the board is a woman and 2 (Two) Independent directors. Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting ('AGM') of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

During the Financial Year 2022-23, the Company held 13 (Thirteen) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 was adhered to while considering the time gap between two meetings.

Sr No. Dates of Meeting Board Strength			No. of Directors Present
1.	04-04-2022	2	2
2.	05-04-2022	2	2
3.	13-04-2022	2	2
4.	12-05-2022	2	2
5.	31-05-2022	2	2
6.	02-06-2022	5	2
7.	18-06-2022	5	5
8.	11-07-2022	5	5
9.	30-08-2022	5	5
10.	05-09-2022	5	5
11.	27-10-2022	5	5
12.	28-11-2022	5	5
13.	16-01-2023	5	5
Attendance details of Directors for the year ended March 31, 2023 are given below:
Name of the Directors		Category	No. of Board Meetings attended
Mr. Aamer Ahmed Farid		Managing Director	13
Mr. Hani Ahmed Farid		Whole-time Director	13
Mr. Ratnakar Venkappa Rai		Independent Director	7
Mr. Shivani Shivshankar Tiwari		Independent Director	7
Mr. Abhishek Agrawal		Independent Director	7

15. FORMATION OF THE COMMITTEES OF THE BOARD AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) read with Section 177 of the Companies Act, 2013 ("Act”).

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

During the year 02 (Two) meetings of the Committee were held during the year ended 31^st March, 2023, the dates which are 27^th October, 2022 and 28^th November, 2022.

Details of Composition of the Committee:

Sr. No	Name of Director	Position in Committee	No. of Meetings Attended
1	Mr. Ratnakar Venkappa Rai	Chairperson,Independent Director	02
2	Ms. Shivani Tiwari	Member,Independent Director	02
3	Mr.Abhishek Agrawal	Member,Independent Director	02

NOMINATION & REMUNERATION COMMITTEE:

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the year ended 31^st March, 2023, 01 (One) meeting of the Committee was held on 28^th November, 2022.

Details of Composition of the Committee:

Sr. No	Name of Director	Category	No. of Meetings Attended
1	Mr. Ratnakar Venkappa Rai	Chairperson, Independent Director	01
2	Miss Shivani Tiwari	Member, Independent Director	01
3	Mr. Abhishek Agrawal	Member, Independent Director	01

Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

Sr.No.	Name of Directors and KMP	Designation	Remuneration per annum (In ?)
1	Mr. Aamer Ahmed Farid	Whole-time Director	84,00,000/-
2	Mr. Hani Ahmed Farid	Whole-time Director	78,00,000/-
3.	Mrs. Manisha Agrawal	Chief Financial Officer	4,03,200/-
4.	Ms. Sabina Qureshi	Company secretary	5,17,984/-

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder's/ Investor' s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the year 01 (One) meetings of the Committee were held during the year ended 31^st March, 2023, the date of which is 28^th November, 2022.

Details of the composition of the Committee and attendance during the year are as under:

Sr. No	Name of Director	Category	No. of Meetings Attended
1	Mr. Ratnakar Venkappa Rai	Chairman,Non- Executive Director	01
2	Miss Shivani Tiwari	Member, Independent Director	01
3	Mr. Abhishek Agrawal	Member, Independent Director	01
4	Mr. Aamer Ahmed Farid	Member, Managing Director	01

The details of complaints received and resolved during the Financial Year ended March 31, 2023 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year 2022-23:
Particulars	Number of Compliant
Opening as on April 1, 2022	-
Received during the year	-
Resolved during the year	-
Closing as on March 31, 2023	-

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby 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 profit and 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;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

17. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 ("Code”) for prohibition of insider trading in the securities of the DUCOL to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI”) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI”) with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as "Annexure III” and forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding 7 1,02,00,000/- per annum, if employed for whole of the year or 7 8,50,000/- per month if employed for part of the year.

19. ANNUAL RETURN:

Pursuant to Notification dated 28^th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28^th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: www.ducol.com.

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any subsidiary / Associate company and has not entered into a joint venture with any other company.

21. STATUTORY AUDITORS' AND AUDITORS' REPORT:

The Board of Directors of the Company ('the Board'), on the recommendation of the Audit Committee ('the Committee'), proposed to appoint M/s Choudhary Choudhary & Co. Chartered Accountants, bearing ICAI Registration Number: 002910C, as the Auditors of the Company for a period of five years from the conclusion of ensuing AGM till the conclusion of the 33^rd AGM. On the recommendation of the Committee, the Board also recommended for the approval of the Members, the remuneration of Choudhary Choudhary & Co., Chartered Accountants, for the financial year 2022-23 as set out in the Resolution relating to their appointment.

The Committee considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, audit experience in the Company's operating segments, market standing of the firm, clientele served, technical knowledge etc., and found M/s Choudhary Choudhary & Co, to be best suited to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company.

M/s Choudhary Choudhary & Co., have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

Hence, the Notice convening the ensuing 29^th AGM contains a resolution of appointment of Statutory Auditors.

22. SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly, M/s Deep Shukla & Associates have been appointed as Secretarial Auditors of the Company. The Board of Directors of your DUCOL had already appointed Messrs Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer-reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended 31^st March 2023, as required under Section 204 of the Act.

The Secretarial Auditors' Report for fiscal 2023 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure IV to the Board's report, which forms part of this Integrated Annual Report.

23. INTERNAL AUDIT & CONTROLS:

The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors.

Further, M/s. A.P & Co., Chartered Accountants (Firm Reg. No. 100040W) acting as an Internal Auditor of the Company for a term of five (5) years i.e., from Financial Year 2022-23 to 2026-27.

24. EMPLOYEES' STOCK OPTION PLAN:

The Company has not provided stock options to any employee.

25. VIGIL MECHANISM:

In pursuant to the provisions of sections 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been

uploaded on the website of the Company at www.ducol. com. The employees of the Company are made aware of the said policy at the time of joining the Company.

26. RISK MANAGEMENT POLICY:

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of the top 500 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

27. CORPORATE GOVERNANCE REPORT:

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied with in the period of 6 months.

28. DEPOSITS:

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2023.

29. LOANS & GUARANTEES:

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.

30. RELATED PARTY TRANSACTIONS:

Related party transactions, if any, that were entered into during the period ended March 31, 2023, were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 40 to the Significant Accounting policies part of this report.

31. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

The use of energy is being optimized through improved operational methods. Continuous efforts are being made to optimize and conserve energy by improvement in production process. Even though its operations are not energyintensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns in its all locations and implements requisite improvements/ changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

Steps taken for utilizing alternate sources of energy;

The Company has not made any investment for utilizing alternate source of energy.

Capital investment on energy conservation equipment;

The Company has taken adequate measures to conserve energy by way of optimizing usage of power.

(b) Absorption of Technology:

The efforts made towards technology absorption:

In this era of competition, in order to maintain and increase the number of clients and customers, we need to provide the best quality services to our clients and customers at a minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

The Company has not imported any technology during the year under review;

The Company has not expended any expenditure towards Research and Development during the year under review.

Foreign exchange earnings and outgo (ff 000's)
Particulars	Year ended 31 March 2023	Year ended 31 March 2022
Earning in Foreign Exchange	55,889.79	84,126.16
Expenditure in Foreign Currency
CIF Value of Import Purchase	79,634.01	29,325.07
Foreign Travelling Expenses	594.93	258.58

32. CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to discharging its social responsibility as a good corporate citizen.

As per the Financial Statements for the period under review, stating an increment in the profit margins of the Company, which made applicable the provisions of Section 135 of Companies Act, 2013 on the Company w.e.f. 01.04.2023. Consequently, the Company is required to formulate the Corporate Social Responsibility (CSR) Committee, if applicable as per stipulated provisions and Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, with the recommendation of the Board, and on the recommendation of such committee (if any), the Company shall spend such amount as may arrive by them on the basis of financial statements during the financial year 2023-24 and shall take note on the Report of the same in the ensuing financial year.

The Company has approved the CSR policy vide the Board meeting dated 24^th August 2023. The CSR Policy is enclosed as "Annexure V" to the Board's report, which forms part of this Integrated Annual Report

33. COST AUDIT / COST RECORDS:

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company. However, in accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year ended 31^st March 2023, Company has not received any complaint of harassment.

35. LISTING WITH STOCK EXCHANGE:

The shares of the Company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME”) on Thursday, January 19, 2023 only.

36. SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review there were no material changes which affect the financial position of the Company.

39. ACKNOWLEDGEMENT:

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.