Director's Report

Change Company Go
Inox Wind Energy LtdIndustry : Power Generation And Supply
BSE Code:543297NSE Symbol:IWELP/E(TTM):8.41
ISIN Demat:INE0FLR01028Div & Yield %:0EPS(TTM):1341.23
Book Value (Rs ):2412.5834913Market Cap (Rs Cr.):13591.17Face Value(Rs):10

To

The Members of

Inox Wind Energy Limited

Your Directors take pleasure in presenting to you their Third Annual Report of your Company together with Audited Financial Statements for the Financial Year 31st March, 2023.

1. Financial Performance

The financial performance of your Company for the Financial Year ended 2022-23 is highlighted below:

S. No. Particulars

Consolidated

Standalone

2022-23 2021-22 2022-23 2021-22
I. Revenue from Operations (Net of Taxes) 73,385 59,530 1,246 12,634
II. Other Income 2,144 3,033 10 73
III. Total Revenue (I+II) 75,529 62,563 1,256 12,707
IV. Total Expenses 1,48,110 1,33,884 1,560 3,377
V. Less: Expenditure capitalised 3,333 4,292 - -
VI. Net Expenditure 1,44,777 1,29,592 1,560 3,377
VII. Profit/ (Loss) before tax (III -VI) (69,248) (67,029) (304) 9,330
VIII. Total tax expense (2,779) (17,470) (903) (418)
IX. Profit/(Loss) before exceptional item from continuing operations (VII-VIII) (66,469) (49,559) 599 9,748
X. Profit/ (Loss) after tax for the period/ year from discontinued operations 61 67 61 35
XI. Profit/ (Loss) after tax for the period/ year (IX+X) (66,409) (49,493) 660 9,783
XII. Total Other Comprehensive income (Net of Tax) 194 54 - 1
XIII. Total Comprehensive income for the period comprising Net Profit/ (Loss) for the Period & Other (66,214) (49,439) 660 9,784
Comprehensive Income (XI+XII)

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis Report forming part of this Annual Report.

2. Consolidated Financial Statements

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2023 have been prepared in compliance with applicable Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable and on the basis of Audited Financial Statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditor's Reports form part of this Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2022-23 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. Share Capital and Warrants

During the year under review, there was no change in the Authorised Share Capital of the Company and the same stood at H 110,11,00,000 divided into 11,01,10,000 Equity Shares of H 10 each as on 31st March, 2023.

The Paid up Share Capital of the Company as on 1st April, 2022 stood at H 10,98,50,000 (Rupees Ten Crore Ninety Eight

Lakh and Fifty Thousand only) divided into 1,09,85,000 (One Crore Nine Lakh and Eighty Five Thousand) Equity Shares of H 10 each.

During the year under review, your Company on 10th March, 2023, allotted 2,36,127 (Two Lakh Thirty Six Thousand and One Hundred Twenty Seven) fully paid-up equity shares of face value of H 10 each of the Company, on a preferential issue basis, upon conversion of 2,36,127 Convertible Warrants at a price of H 847 (Rupees Eight Hundred and Forty Seven only) per Equity Share (including a premium of H 837 (Rupees

Eight Hundred and Thirty Seven only) for each Convertible Warrant upon receipt in aggregate of the balance 75% of the Issue Price i.e. H 14,99,99,569 (Rupees Fourteen Crore Ninety-Nine Lakh Ninety Nine Thousand Five Hundred and Sixty Nine only).

The Paid up Share Capital of the Company as on 31st March, 2023 stood at H 11,22,11,270 (Rupees Eleven Crore Twenty

Two Lakh Eleven Thousand Two Hundred and Seventy only) divided into 1,12,21,127 (One Crore Twelve Lakh Twenty One Thousand One Hundred and Twenty Seven).

Post the closure of the year under review, your Company on 26th July, 2023, further allotted 8,26,446 (Eight Lakh Twenty Six Thousand Four Hundred Forty Six) fully paid-up equity shares of face value of H 10 each of the Company to Promoter Group entity, on a preferential issue basis, upon conversion of 8,26,446 Convertible Warrants at a price of H

847 (Rupees Eight Hundred and Forty Seven only) per Equity Share (including a premium of H 837 (Rupees Eight Hundred and Thirty Seven only) for each Convertible Warrant upon receipt in aggregate of the balance 75% of the Issue Price i.e. H 52,49,99,762 (Rupees Fifty Two Crore Forty Nine Lakh Ninety Nine Thousand Seven Hundred and Sixty Two only).

The Company has utilized the entire funds raised through the preferential issue of equity shares upon conversion of Convertible Warrants in line with the Objects of the Issue.

Post the above allotment made by the Company on 26th July, 2023, the Issued and Paid-up Equity Share Capital of the Company as on date of this report stands increased to H 12,04,75,730 (Rupees Twelve Crore Four Lakh Seventy Five Thousand Seven Hundred and Thirty only) divided into 1,20,47,573 (One Core Twenty Lakh Forty Seven Thousand Five Hundred and Seventy Three) equity shares of H 10 each. Further, while the ‘Promoter/Promoter Group' shareholding in the Company increased from 67.26% to 69.51%, the shareholding of Inox Leasing and Finance Limited (ILFL), Promoter & Holding Company, decreased from 51.82% to 48.27% and accordingly the Company ceased to be a subsidiary of ILFL with effect from 26th July, 2023.

4. New Registered Office of the Company

During the period under review, the Regional Director (NWR), Ahmedabad, O/o Ministry of Corporate Affairs vide its order dated 15th March, 2023 approved the shifting of the Registered Office of the Company from the State of Gujarat to State of Himachal Pradesh. Further, the Registrar of Companies, Chandigarh on 4th May, 2023 approved the Form INC-22 filed by the Company for notice of the change of situation of the Registered Office of the Company to the

State of Himachal Pradesh. In view of the same, the new Registered Office address of the Company is situated at Plot No. 1, Khasra Nos. 264 to 267, Industrial Area, Una- 174303, Himachal Pradesh.

5. Scheme of Amalgamation

As part of the strategic decision, the Board of Directors of the Company at its meeting held on 12th June, 2023 considered and approved the Scheme of Arrangement which provides for amalgamation of Inox Wind Energy Limited ("IWEL"/"Company"/ "Transferor Company") into Inox Wind Limited ("IWL"/"Transferee Company") ("Scheme") subject to various regulatory approvals and compliances including approvals from Stock Exchanges and jurisdictional National Company Law Tribunal, Chandigarh Bench. The Appointed Date for the Amalgamation is set as 1st July, 2023.

Based on the reports of the independent valuers, the Board has approved swap ratios for the proposed amalgamation as below:

• 158 equity shares of face value of H 10 per share of IWL to be issued for every 10 equity shares of face value of H 10 per share of IWEL.

• 158 share warrants of IWL with an issue price of H 54 each to be issued for every 10 share warrants of IWEL with an issue price of H 847 each.

6. Dividend

Your Directors have not recommended any dividend for the Financial Year ended 31st March, 2023.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution Policy' and details of the same have been uploaded on the Company's website; https://www.iwel.co.in/pdf/policy/ Dividend%20Distribution%20Policy.pdf.

7. Transfer to Reserves

During the year under review, no amount has been transferred to Reserves.

8. Directors and Key Managerial Personnel

During the period under review, except as mentioned below, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Mr. Vineet Valentine Davis (DIN: 06709239) Whole-time Director of the Company resigned from the office of Whole-time Director and Director of the Company w.e.f. 25th November, 2022 due to personal reasons.

Mr. Kallol Chakraborty (DIN: 09807739) was appointed as a Whole-time Director of the Company for a period of 2 (two) years w.e.f. 3rd December, 2022 and further designated as a Key Managerial Personnel of the Company.

Mr. Vivek Kumar Jain (DIN: 00029968) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible have offered himself for reappointment.

9. Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is uploaded on the Company's website www.iwel.co.in. The salient features and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal;

b. To formulate criteria for determining qualification, positive attributes and Independence of a Director; and

c. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long term growth and success of the Company.

10. Declaration of Independence

Mr. Shanti Prashad Jain and Ms. Vanita Bhargava, Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. They have also confirmed that they have complied with the Code of Conduct as prescribed in the Schedule IV to the Companies Act, 2013 and Code of Conduct for Directors and Senior Management Personnel, formulated by the Company.

In terms of Section 150 of the Act and rules framed thereunder, the above Independent Directors have registered themselves in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA) and they are exempted from appearing for the online proficiency self-assessment test.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

11. Familiarisation Programme for Independent Directors

Details of Familiarisation Programme for Independent Directors are given in the Corporate Governance Report.

12. Performance Evaluation

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors and Chairperson of the Company, fulfillment of the independence criteria and independence of Independent Directors from the management for the Financial Year 2022-23. Further, based on the feedback received by the Company, the Board evaluated and noted that the Annual Performance of each of the Directors is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.

13. Meetings of the Board

During the year under review, the Board met 7 (Seven) times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

14. Directors' Responsibility Statement as per subsection (5) of Section 134 of the Companies Act, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) 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 at the end of the Financial Year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

(e) the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements of the Company. For details, please refer to Note Nos. 30a, 30b and 31 of the Standalone Financial Statements of the Company.

16. Contracts and Arrangements with Related Parties

The Company has in place a Policy on materiality of Related Party Transactions and dealing with Related Party Transactions in terms of requirements of the SEBI Listing Regulations. The said Policy is available on the Company's website at the link: https://www.iwel.co.in/pdf/policy/ Related%20Party%20Transaction%20Policy.pdf.

As per the said Policy, all Related Parties Transactions are pre-approved by the Audit Committee and/ Board and the shareholders as and when required as per the requirements under the Companies Act, 2013 and SEBI Listing Regulations. The details of such transactions are also reviewed by the Audit Committee on a quarterly/ half yearly/ annual basis.

All contracts/ arrangements/ transactions entered by the Company during the year under review with Related Parties were approved by the Audit Committee and/or Board where ever required, as per the provisions of Sections 177, 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. During the Financial Year under review, the Company entered into certain transactions with Related Parties which could be considered material in accordance with the said Policy on which approval of the Shareholders under Regulation 23 of the SEBI Listing Regulations by way of an Ordinary Resolution was obtained.

All transactions entered by the Company during the year under review with Related Parties were on arm's length basis and in the ordinary course of business and hence, disclosure in Form AOC -2 pursuant to clause (h) of sub-section (3) of

Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required to be annexed to this report.

17. Deposits

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

18. Subsidiaries, Joint Ventures and Associate Companies

A separate statement containing the salient features of financial statements of all subsidiaries and associates of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiaries, joint ventures, associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (‘AGM'). Any Member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Corporate Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company; www.iwel.co.in. The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed on the website of the Company; www.iwel.co.in.

During the year under review, Inox Green Energy Services Limited (IGESL), a step down subsidiary company, sold its entire equity shareholding held in its wholly owned subsidiaries, Special Purpose Vehicles, as detailed below, which successfully commissioned 50 MW each, out of the total 250 MW which it had successfully won under the Tranche 1 of Solar Energy Corporation of India Limited's (SECI -1) bids for wind power projects at Dayapar, Gujarat connected on the central grid:

• Wind Two Renergy Private Limited (‘WTRPL') to Torrent Power Limited, a part of Torrent Group, on 30th July, 2022. Accordingly, WTRPL ceased to be a subsidiary of IGESL and in turn step down subsidiary of the Company w.e.f. 30th July, 2022;

• Wind One Renergy Limited (‘WORL'), Wind Three Renergy Limited (‘WTRL') and Wind Five Renergy Limited (‘WFRL') to Adani Green Energy Limited, a part of Adani Group, on 7th October, 2022. Accordingly, WORL, WTRL and WFRL ceased to be subsidiaries of IGESL and in turn step down subsidiaries of the Company w.e.f. 7th October, 2022.

During the year under review, IGESL acquired a majority stake of 51% equity shares in the share capital of I-Fox Windtechnik India Private Limited (‘I-Fox'). Accordingly, I-Fox become a subsidiary of IGESL and in turn a step down subsidiary of the Company w.e.f. 24th February, 2023.

The Report on the performance and financial position of each of the subsidiaries and associates Companies of the Company is annexed to this report, in Form No. AOC-1, pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 as Annexure A.

19. Audit Committee and other Board Committees

The details pertaining to the composition of the Audit Committee and other Board Committees and their roles, terms of reference etc. are included in the Corporate Governance Report which forms part of this Annual Report.

20. Vigil Mechanism/ Whistle Blower Policy for Directors and Employees

As per the provisions of Section 177(9) of the Act read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for Directors and Employees to report improper acts or genuine concerns or any leak or suspect leak of Unpublished Price Sensitive Information. The Company has accordingly established a Vigil Mechanism through "Whistle Blower Policy" for all its Directors and Employees to report improper acts. The details of the said mechanism and policy are available on the Company's website; www.iwel.co.in.

21. Internal Financial Controls

The Company has adequate Internal Financial Controls commensurate with its size and nature of its business. The Board reviews Internal Financial Controls of the Company and the Audit Committee monitors the same.

22. Independent Auditor's Report

There is no qualification, reservation, adverse remark or disclaimer in the Independent Auditor's Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

23. Independent Auditors

The Members at their 1st Annual General Meeting held on 30th September, 2021 had appointed M/s. Dewan P.N. Chopra & Co., Chartered Accountants, New Delhi (Firm Registration No. 000472N) as Independent Auditors of the Company from the conclusion of 1st Annual General Meeting until conclusion of 6th Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

24. Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to appoint the Cost Auditors.

25. Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Samdani Shah & Kabra, Company Secretaries, Vadodara, Gujarat to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, in Form MR-3, for the Financial Year 2022-23 is annexed to this report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report except that during the year under review there was instance of non-compliance of Regulation 33 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the quarter and half year ended on 30th September, 2022 which was not made within the stipulated time. The Company made the default good on 2nd December, 2022 and also paid fine as levied by Stock Exchanges.

During the year under review, the Company has complied with the requirements of applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

26. Reporting of Frauds

During the year under review, no instance of fraud was reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee/ Board of Directors or to the Central Government. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.

27. Management Discussion and Analysis Report

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

28. Corporate Governance Report

Pursuant to Regulation 34(3) read with Para C of Schedule V of Listing Regulations, the Corporate Governance Report of the Company for the year under review is presented in a separate section forming part of this Annual Report and the Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure C.

In compliance with the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Whole-time Director and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director is annexed as a part of the Corporate Governance Report.

29. Business Responsibility and Sustainability Report

The Company is not required to prepare Business Responsibility and Sustainability Report for the Financial Year 2022-23 as the Company was not part of top 1,000 listed entities based on market capitalization as on 31st March, 2022.

30. Annual Return

Pursuant to Section 134(3)(a) of the Act, the copy of the Annual Return, in Form MGT -7, has been placed on the Company's website and the same can be accessed at https://www.iwel. co.in/pdf/AnnualReturn/IWELMGT-7-2022-23Web.pdf.

31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

During the year under review, there is no information to be provided in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo to be given pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014. There were no foreign exchange earnings and outgo during the Financial Year ended 31st March, 2023.

32. Particulars of Employees

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Rule 5(1)(i) and (ii): Not Applicable as no remuneration was paid to any of the Directors and Key Managerial Personnel during the year under review.

Rule 5(iii): Percentage increase in the median remuneration of employees is Nil.

Rule 5 (iv): The number of permanent Employees on the rolls of the Company as on 31st March, 2023 was 5.

Rule 5(viii): Average percentile increase already made in the salaries of employees other than managerial personnel is Nil.

Rule 5(xii): It is confirmed that the remuneration is as per the Remuneration Policy of the Company.

There was no employee drawing remuneration in excess of the limits set out under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.

33. Corporate Social Responsibility Activities

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr. Kallol Chakraborty, Whole-time Director, Mr. Devansh Jain, Non-Independent Director and Ms. Vanita Bhargava, Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company; www.iwel.com. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014, as amended is annexed to this Report as Annexure D.

34. Safety, Health and Environment

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

35.Insurance

The Company's property and assets have been adequately insured.

36. Risk Management

Risk management is integral to your Company's strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. The Company proactively identifies its business risks and systemically resolves all the risks.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company's Senior Management including, where appropriate, the Whole-time Director, the Chief Financial Officer, the Audit Committee and the Board.

Mitigation plans in relation to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

The Company endeavors to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

37. Information 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 of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed of during the Financial Year ended 31st March, 2023: No. of Complaints Received: Nil

No. of Complaints disposed of: Not Applicable The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's Operations in future

There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future.

39. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report except as mentioned in para 5 above.

40. Other Disclosures

No disclosure or reporting is required in respect of the following items as there were no transactions relating to these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iii. The Company does not have any joint venture.

iv. During the year under review, there are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

v. During the year under review, there are no instances of one-time settlement with any banks or financial institutions.

41. Acknowledgement

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

For and on behalf of the Board of Directors

Devansh Jain Kallol Chakraborty
Place: Noida Director Whole-time Director
Date: 29th July, 2023 DIN: 01819331 DIN: 09807739