Your Directors have pleasure in presenting this Thirty Fifth Annual Report together with the Audited Statement of Accounts for the financial year ended on 31^st March, 2022.

FINANCIAL RESULTS:

The Company's financial performance for the year ended 31^st March 2022 is summarised below:

PERFORMANCE AT A GLANCE

During the year under review, the total revenue amounted to ' 1,00,530.40 Lakhs as against ' 86,963.81 Lakhs in the previous year.

EBITDA for the year stood at ' 5,136.25 Lakhs as against ' 7,852.81 Lakhs during the previous year. EBITDA margins for the year stood at 5.11 % as against 9.03 % for previous year.

Depreciation for the year stood at ' 1,546.49 Lakhs as against ' 1,555.17 Lakhs recognized during the previous Year.

Interest expense for the year stood at ' 1,113.44 Lakhs as against the previous year of ' 1,462.78 Lakhs.

profit before Tax was ' 2,476.32 Lakhs compared to ' 4,834.86 Lakhs, during the previous Year.

DIVIDEND

The Board has declared and paid the following interim dividend on shares of Face Value ' 10/- each

Note:

The Board has recommended the same to be confirmed as Final Dividend for the Financial Year 2021-22.

Your Company has formulated a Dividend Distribution policy in compliance with Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015 ("Listing Regulations"), copy of which is available on the website of the Company at www.butterflyindia.com.

BUSINESS PERFORMANCE

The year began with the pandemic induced lockdown disrupting operations, and bringing the market to a standstill. The adverse impact of the challenging business environment was reflected in the less than targeted performance of the Company in the first quarter of the year. However, strategic

measures were deployed to resume operations under a stringent safety protocol to meet the burgeoning market demand from the second quarter onwards. Additionally, various initiatives were taken to expand the market for Company's products to new geographies, and for maximisation of efficiencies particularly in the area of cost reduction and working capital management.

The business contingency plans focussed on digitalization of sales process, innovative marketing strategies and careful optimisation of supplies to various channels as and when each channel became operational. During Q2 the Company's performance improved and achieved the sale of ' 403.12 crores. During the year your Company achieved the Sale of ' 1,005.20 Crores against ' 869.64 Crores during the previous year.

SHARE CAPITAL

During the year under review, there was no change in the Share Capital of the Company.

RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

CHANGE IN MANAGEMENT CONTROL

A Share purchase Agreement ("Spa") between your Company, along with certain members of the promoter and Promoter group of the Company and Crompton Greaves Consumer Electricals Limited ("Crompton") ("Acquirer Company") was executed on 22^nd February, 2022.

Pursuant to the SPA, Crompton has acquired 98,33,754 equity shares representing 55.00% of the equity share capital of the Company from the Promoters & Members of promoter Group through the stock exchange settlement process on 25^th March, 2022 as follows:

Subsequent to the acquisition of 55% of equity shares of the Company, Crompton has acquired sole control over the Company and has become a Promoter of the Company.

With a brand legacy of 80 years, Crompton Greaves Consumer Electricals Limited is India's market leader in the category of fans and residential pumps.

The Open Offer is being made by Crompton to the Public Shareholders in accordance with regulations 3(1) and 4 of the Securities and Exchange Board of India ("SEBI") (Substantial Acquisition of Shares & Takeover ) Regulations, 2011 for acquisition of up to 46,48,684 fully paid-up equity shares of face value of '10.00 (Indian Rupees Ten only) each ("Equity Shares") representing 26.00% of the voting rights of the Company from the Public Shareholders at a price of ' 1,433.90 (Indian Rupees One Thousand Four Hundred and Thirty Three and Ninety Paise only). The Draft Letter of Offer has been filed with the Securities Exchange Board of India ("SEBI") on 4^th March, 2022. SEBI has given final observations on the draft Letter of Offer on 10^th May, 2022. Pursuant to this, Crompton will further progress on the open offer process.

Further, a request letter from the Promoters & Members of Promoter Group seeking reclassification from the 'Promoter and Promoter Group' category to the 'Public' category in accordance with the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was received on 30^th March, 2022 and taken on record by the Board of Directors on 1^st April, 2022. The said letter shall be considered for further action by the Board of Directors in accordance with Regulation 31A(10) and other applicable provisions of the Listing Regulations once the intention of the existing Promoters to reclassify is disclosed in the Letter of Offer to be issued by Crompton Greaves Consumer Electricals Limited under the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company's Board comprises eleven members as on the date of this Report.

Mr. Rangarajan Sriram (DIN:09550640) is the Managing Director, Mr. P. M. Murty (DIN:00011179), Mr. M. Padmanabhan (DIN:00101997), Mr. A. Balasubramanian (DIN:00490921), Mr. G. S. Samuel (DIN:05284689), Mr. T. R. Srinivasan (DIN:00367302), Ms. Maheshwari Mohan ( DIN:07156606), Ms. Smita Anand (DIN:00059228) & Mr. P. R. Ramesh (DIN:01915274) are Independent Directors of the Company. Mr. Shantanu Khosla (DIN:00059877) and Mr. Mathew Job (DIN:02922413) are Non-Executive, Non-Independent Directors. The following changes took place during the year under review:-

a) Appointments

• Mr. P M. Murty (DIN: 00011179) was appointed as an Additional Independent Director in the capacity of Chairman of the Company with effect from 1^st April, 2022 in accordance with the provisions of Sections

149, 150, 152 & 161 of the Companies Act, 2013 subject to approval of the Shareholders.

• Mr. Rangarajan Sriraim (DIN: 09550640) was appointed as an Additional Director and he has been designated as the Managing Director of the Company with effect from 30^th March, 2022, in accordance with the provisions of Sections 152, 161, 196 and 203 of the Companies Act, 2013 subject to approval of the Shareholders.

• Mr. Shantanu Khosla (DIN: 00059877) was appointed as an Additional Non-Executive, Non-Independent Director of the Company with effect from 30^th March, 2022, in accordance with the provisions of Sections 152 and 161 of the Companies Act, 2013 subject to approval of the Shareholders.

• Mr. Mathew Job (DIN: 02922413) was appointed as an Additional Non-Executive, Non-Independent Director of the Company with effect from 30^th March, 2022, in accordance with the provisions of Sections 152 and 161 of the Companies Act, 2013 subject to approval of the Shareholders.

• Mr. P R. Ramesh (DIN: 01915274) was appointed as an Additional Non-Executive, Independent Director of the Company with effect from 1^st April, 2022 in accordance with the provisions of the Sections 149,

150, 152 and 161 of the Companies Act, 2013 subject to approval of the Shareholders.

• Ms. Smita Anand (DIN: 00059228) was appointed as an Additional Non-Executive, Independent Director of the Company with effect from 1^st April, 2022 in accordance with the provisions of the Sections 149, 150, 152 and 161 of the Companies Act, 2013 subject to approval of the Shareholders.

• Mr. V. M. Gangadhram (DIN:00106466) Whole Time Executive Director of the Company was reappointed at Annual General Meeting held on 29^th July, 2021 for a period of 5 years from 1^st October, 2021 to 30^th September, 2026.

• Mr. V. M. Kumaresan (DIN:00835948) Whole Time Executive Director (Technical) of the Company was

reappointed at Annual General Meeting held on 29^th July, 2021 for the period of 5 years from 1^st June, 2021 to 31^st May, 2026.

• Ms. Priya Varshinee V M was appointed as the Deputy Company Secretary & Compliance Officer with effect from 30^th June, 2021, subsequent to the demise of Mr. K. S. Ramakrishnan, Company Secretary and General Manager-Legal on 18^th May, 2021.

• Change in Designation Ms. Priya Varshinee V M as Company Secretary & Compliance Officer with effect from 11^th May, 2022.

b) Resignations

• Mr. V. M. Lakshminarayanan, Chairman & Managing Director; Mr. V. M. Balasubramaniam, Vice Chairman & Managing Director; Mr. V. M. Seshadri, Managing Director; Mr. V. M. Gangadharam, Executive Director; Mr. V. M. Kumaresan, Executive Director - Technical, resigned from the Company pursuant to Share Purchase Agreement entered between your Company with certain Member of Promoter & Promoter Group and Crompton Greaves Consumer Electricals Limited (CGCEL) of the Company with effect from 30^th March, 2022.

• Mr. K.Ganesan (DIN:00102274), Independent Director of the Company resigned from the Company owing to his ill-health and advancing age with effect from 3^rd March, 2022.

The Board expresses its appreciation for the valuable guidance and services rendered by them during their tenure as Directors of the Company.

The Board has established Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Shareholders' Relationship & Share Transfer Committee, Risk Management Committee. The composition, terms of reference, number of meetings held and business transacted by the Committees are given in the Corporate Governance Report.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage.

MANAGEMENT DISCUSSION AND ANALYSIS

The Directors' comments under the head Management Discussion and Analysis, which forms a part of this report, are restricted to the areas which are relevant to the current scenario of the Company and outlook as per Annexure I.

CREDIT RATING:

CRISIL has provided the Company's credit rating for its bank facilities as follows:

LOANS, GUARANTEES AND INVESTMENTS

There were no particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 for the Financial Year 31^st March, 2022.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company i.e. 31^st March, 2022 and the date of the Board Report.

holding company

pursuant to Section 2(87)(ii) of Companies Act, 2013, Crompton Greaves Consumer Electricals Limited (CGCEL) has become the Holding Company with effect from 30^th March, 2022.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company doesn't have any Subsidiaries, Associates or Joint Venture etc.

DIRECTORS RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The Directors confirm that,

(i) In the preparation of the annual accounts for the year ended 31^st March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

(ii) 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 at 31^st March, 2022, and of the profit and loss of the Company for that year;

(iii) 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;

(iv) the Directors had prepared the annual accounts of the Company on a 'going concern' basis;

(v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are reasonably adequate and operating effectively; and

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

RELATED PARTY TRANSACTIONS AND PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by your Company during the financial year 2021-22 with related parties were in the ordinary course of business and on an 'arm's length' basis. The Company had not entered into any contract/arrangement/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Company enjoys distinct advantages in the form of competitive prices, product quality, economy in transportation cost and lower inventories by virtue of the existing related party transactions.

All Related Party Transaction along with the Statement specifying the nature, value and terms and conditions of the transactions were presented before the Audit Committee and the Board for its consideration and approval.

There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual standalone turnover) during the year as per the last audited financial statements. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

RISK MANAGEMENT POLICY

The Board has formulated the Company's Risk Management Policy identifying the elements of risk that the Company may face, such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory and other risks, pursuant to the provisions of Section 134(3)(n) of the Act, which has been exhibited on the Company's website at https://www.butterflyindia.com/investor-relations/

INTERNAL FINANCIAL CONTROLS

Your Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a robust and comprehensive internal control

system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal controls system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review the reports submitted by the Internal Auditor. All audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee has also taken the views of Company's Statutory Auditors on the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company.

Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet with the criteria of independence laid down in Section 149(6) of the Act and Rules made thereunder and also Regulation 16(1) (b) of the SEBI (LODR) Regulations 2015. Further they have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge the duties with an objective independent judgement and without any external influence.

The terms and conditions of appointment of the Independent Directors are posted on the Company's website: https://www.butterflyindia.com/investor-relations.

A statement regarding the opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year under review has been detailed in the Corporate Governance Report.

APPOINTMENT OF DIRECTORS AND MANAGERIAL PERSONS AND THEIR REMUNERATION

Pursuant to the provisions of Section 178(3) of the Act read with Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 19(4) read with Schedule II part-D of SEBI Listing Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and for evaluating performance of the Directors and Key Management personnel as well as other employees and, which can be viewed at the Company's website: https://www.butterflyindia.com/investor-relations/

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Section 2(51) and 203 of the Act, the following managerial personnel are Key Managerial personnel (KMp) of the Company:

1. Mr. Rangarajan Sriram Managing Director

"Seconded from the Holding Company"

2. Mr. R Nagarajan Chief Financial Officer

3. Ms. Priya Varshinee V M

Company Secretary & Compliance Officer

CORPORATE GOVERNANCE

Your Company has been complying with the provisions of Corporate Governance as stipulated under applicable provisions of the Listing Regulations. A separate report on Corporate Governance along with Auditors' Certificate on compliance of the Corporate Governance norms as stipulated in Regulation 34(3) of the Listing Regulations forming part of this report are provided as Annexure II in this Annual Report.

DEPOSITS

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and Listing Regulations, the performance evaluation of the Board was

carried out during the year under review. More details on the same are given in the Corporate Governance Report.

familiarization program for independent

DIRECTORS

Your Company has in place a structured induction programme for induction of new Directors as well as other initiatives to update the existing Directors on a continuous basis. The Familiarization Programme of the Company provides information relating to the Company, operational activities, business model of the Company, geographies in which Company operates, etc. The programme also intends to improve awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme also provides information relating to the financial performance of the Company and budget and control process of the Company.

PREVENTION OF SEXUAL Harassment AT WORKPLACE

Your Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without any regard to their caste, religion, colour, marital status and sex. 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.

During the year under review there were no cases of sexual harassment received by the Committee.

AUDIT REPORTS AND AUDITORS

Audit Reports

1. The Statutory Auditors' Report for the FY 2021-22 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

2. The Secretarial Auditors' Report for the FY 2021- 2022 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure III to the Board's Report. Your Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

3. The Cost Auditors' Report for the FY 2021-22 does not contain any qualification, reservation or adverse remark.

Auditors

Statutory Auditors

M/s ASA & Associates LLP, Chartered Accountants were appointed as Statutory Auditors of the Company as per Section 139 of the Companies Act, 2013, for a period of 5 years from conclusion of the Thirtieth Annual General Meeting to Thirty Fifth Annual General Meeting. The current term of 5 years will be completed in the ensuing Annual General Meeting.

The Board, on the recommendation of the Audit Committee, had recommended for the approval of the Members, the appointment of M/s ASA & Associates LLP, Chartered Accountants, (Firm Registration Number: 009571N/ N500006) as the Auditors of the Company for a second term of five years from the conclusion of the ensuing 35^th AGM till the conclusion of the 40^th AGM. On the recommendation of the Audit Committee, the Board also recommended for the approval of the Members, the remuneration of M/s ASA & Associates LLR Chartered Accountants for the financial year 2022-23.

The Company has received a consent letter and eligibility certificate from M/s ASA & Associates LLR confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended 31^st March, 2022. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditors

Your Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records. In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Board on recommendation of the Audit Committee, appointed M/s. S. Mahadevan & Co., (FRN000007), Chennai, being eligible, for conducting the audit of cost records of the

Company for the year 2022-23. The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and the rules framed thereunder.

The remuneration payable to Cost Auditors was approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules there under. The Members are therefore requested to ratify the remuneration payable to M/s. S. Mahadevan & Co., as set out in the Notice of the 35^th AGM of the Company.

Secretarial Auditors

The Board on recommendation of the Audit Committee has appointed M/s. A. K. Jain & Associates, Company Secretaries, [CP No.3550], Chennai to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2021-22. The Secretarial Audit Report for the financial year ended 31^st March, 2022 is annexed to this report as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark Your Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013.

INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled as "Code of Conduct for Prevention of Insider Trading" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

DISCLOSURES:Committees of the Board

As on 31^st March, 2022, the Board has five committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Risk Management Committee, and the Shareholders Relationship Committee. During the year, all recommendations made by the committees were approved

by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

Vigil Mechanism

The Company has established vigil mechanism for directors and employees to report genuine concerns pursuant to section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, 2015.

The Vigil Mechanism of the Company also incorporates a Whistle Blower policy in terms of the Listing Regulations. The aggrieved person shall has direct access to the Chairman of the Audit Committee of the Company. The Company's Whistle Blower policy may be accessed on its website at the link https://www.butterflyindia.com/investor-relations/#policies

During the year under review, your Company did not receive any complaints.

Meetings of the Board

The Board met thirteen (13) times during the financial year. The meeting details are provided in the Corporate Governance Report forming part of this Board's Report.

Disclosures under Schedule V(F) of the SEBI (LODR) Regulation 2015

Your Company does not have shares in the demat suspense account or unclaimed suspense account.

Conservation of Energy, Technology, Absorption and Foreign Exchange out go

Information relating to energy conservation, technology absorption, foreign exchange earned and spent, and research and development activities undertaken by the Company in accordance with Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, are given in Annexure IV of the Directors' Report.

Extract of Annual Return

As per the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on our website at www.butterflyindia.com.

Particulars of Employees

The information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is appended as Annexure V to the Board's Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours. The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibit. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

corporate social responsibility committee:

pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee, consisting of four Independent Directors and the Chairman & Managing Director of the Company. The said Committee has formulated and recommended to the Board a Corporate Social Responsibility policy (CSR policy), indicating the activities to be undertaken by the Company, which has been approved by the Board.

Your Company is committed towards embracing responsibility for its corporate actions and achieve fruitful impact of its business actions not only on its stakeholders, but also the society at large. As per the provisions of the Companies Act, 2013 there was no amount required to be spent on CSR for the financial year 2021-22. Your Company has formed the CSR Committee and the CSR policy is available on the website of the Company. However, during the year under review, the Company continues to contribute to various initiative for the benefit of the community at large. The company initiated projects in the area of education, environment and community/social development having duration of more than one year. The Company regularly spends significant amounts of money on various activities aimed at serving communities around the factories.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached as Annexure VI of the Directors' Report.

Significant and Material Orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and company's operations in future

There were no significant and material orders passed by the Regulators/Court which would impact the going concern status of the Company and the future operations.

Transfer to Investor Education and Protection Fund [IEPF]

During the year under review, there was no transfer of funds to Investor Education and Protection Fund since such transfer was not applicable for the FY 2021-22.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the FY 2021-22 and FY 2022-23 to both National Stock Exchange of India Limited and BSE Limited, with whom the equity shares of the Company are listed.

SHARE Registrar & Transfer Agent (R&T)

M/s. GNSA Infotech private Limited the R&T Agent of the Company. Their contact details are mentioned in the Corporate Governance Report.

Others:

(i) The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India;

(ii) The Company has not resorted to any buy back of the equity shares during the year under review;

(iii) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

(iv) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; and

(v) The Company has not issued Sweat Equity Shares to the employees of the Company;

PERSONNEL:

The spirit of trust, transparency and teamwork has enabled the Company to build a tradition of partnership and harmonious industrial relations. Your Directors record their sincere appreciation of the dedication and commitment of the employees at all levels to achieve excellence in all areas of the business.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank the employees at all level, suppliers, distributors, dealers, customers, shareholders, bankers, Government and all other business associates, consultants and all other stake holders for their strong support extended to the Company & the Management.

For and on behalf of the Board P.M. Murty

place: Chennai Chairman

Date: 11^th May, 2022 DIN :00011179