Your Board of Directors are pleased to present the 32^nd Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2023.

FINANCIAL SUMMARY & HIGHLIGHTS (STANDALONE)

OVERALL PERFORMANCE AND STATE OF COMPANY AFFAIRS

The Company achieved record operating revenues of ti 77,945.34 lakhs in FY 2023 as against ti 60,760.98 lakhs in FY 2022, registering an impressive growth of 28.28% y-o-y backed by an impressive margin profile with EBITDA of ti 15,194.42 lakhs in FY 2023 as compared to ti 10,003.74 lakhs in the previous year. EBITDA margin stood at 19.49% in FY 2023 as compared to 16.46% in the previous year, an improvement of nearly 300 bps. The Company on the back of an impressive all-round robust performance reported an increase in its net profit on a yearly basis. The profit after tax for the first time in the Company's history crossed the ti 100 crore mark and increased to an all time high of ti 11,928.10 lakhs in FY2023 as against ti 8,165.48 lakhs in FY2022. Net Profit Margin rose to 14.92% in FY2023 as compared to 13.08% in FY2022.

OVERVIEW OF INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY

After navigating the unpleasant events during the COVID-19 hit period, the sector started showing signs of a revival. A sequential improvement in demand due to normalised inventory levels at the retailers' end, correction in cotton prices and freight costs (amid the cool off in inflation) and better utilisation provided a much needed boost to EBITDA margin. India's textile and apparel exports (including handicrafts) stood at US$ 44.4 billion in FY22, a 41% increase Y-o-Y. Resurgence in economic activities boosted sales recovery and sales bounced back swiftly after being impacted by the third wave in January and

February 2022. Revenues have surged past the pre-pandemic levels. Higher inflation and increase in prices of essential goods have been impacting overall consumption. However, the demand environment is expected to normalise on account of moderating inflation, rural revival, government spending and high remittances. This, in turn, is expected to result in footfall recovery in FY24. The future of the Indian textile and apparel industry looks promising, buoyed by strong domestic consumption boosted by favourable demographics, rising disposable incomes and low penetration of organised retail.

With continued government support, will just aid this growth potential for the players. The H 10,683 crore (US$ 1.44 billion) PLI scheme is expected to be a major boost for the manufacturers. The scheme proposes to incentivise MMF (man-made fibre) apparel, MMF fabrics and 10 segments of technical textiles products. The Textile Ministry of India earmarked H 690 crore (US$ 106.58 million) for setting up 21 readymade garment manufacturing units in seven states for development and modernisation of the Indian textile sector. With all these positive factors, the Indian textile and apparel industry is expected to grow at 10% CAGR from 2019-20 to reach US$ 190 billion by 2025-26. India has a 4% share of the global trade in textiles and apparel.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

The Indian economy exhibited robust resilience in 2022-23 amidst a global turmoil, and recorded a growth of 7.0%, the highest among major economies in the world. Barring the

Omicron wave scare early in the year 2022, the impact of the Covid-19 pandemic was largely receding for most part of the year helping in restoration of consumer and business confidence. Sound macroeconomic fundamentals, a resilient financial system and a deleveraged corporate sector imparted resilience to counter the adverse global spillovers. The second advance estimates (SAE) of national income that were released by the National Statistical Office (NSO) on February 28, 2023 indicated that aggregate demand, measured by real GDP, registered a growth of 7.0% in 2022-23 vis-a-vis 9.1% growth a year ago. This optimistic growth stem in part from the resilience of the Indian economy seen in the rebound of private consumption seamlessly replacing the export stimuli as the leading driver of growth. The uptick in private consumption has also given a boost to production activity resulting in an increase in capacity utilisation across sectors.

Domestic Indian economic activity does face challenges from an uninspiring global outlook going forward, but resilient domestic macroeconomic and financial conditions, expected dividends from past reforms and new growth opportunities from global geo-economic shifts, place India at an advantageous position. The fundamentals of the Indian economy are sound as it enters its Amrit Kaal, the 25-year journey towards its centenary as a modern, independent nation and the real GDP growth for 2023-24 is projected at 6.5% with risks evenly balanced.

TRANSFER TO RESERVES

During the year under review no amount was transferred to the reserves.

SHARE CAPITAL

There is no change in share capital during the financial year 2022-23.

DIVIDEND

The total dividend for the year ended March 31, 2023 stood at H 5/- per share (on a equity share capital of 6,16.25,185 shares of H 10/- each) as compared to H 19/- per share (on a equity share capital of 1,23,25,037 shares of H 10/- each) in the previous year ended March 31, 2022.

Your Board of Directors had in their meeting held on October 21, 2022 declared the 1^st interim dividend of H 3/- (30%) per equity share absorbing a sum of H1848.75 lakhs. The record date for the purpose of payment of interim dividend was November 7, 2022 and the said interim dividend was paid in November 2022.

Your Board of Directors had in their meeting held on April 27, 2023 declared the 2^nd interim dividend of H 2/- (20%) per equity share absorbing a sum of H1232.50 lakhs. The record date for the purpose of payment of interim dividend was May 11, 2023 and the said interim dividend was paid in May 2023.

Your Board has decided not to recommend final dividend for the financial year ended March 31, 2023.

DIVIDEND DISTRIBUTION POLICY

Your Company has formulated Dividend Distribution policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Annual dividend generally consists of a few interim dividend and a final dividend at the year end. The Board of Directors seeks to balance member needs of returns and company's requirement of long term growth. After meeting internal cash balance towards any strategic investments, the Company will endeavour to return the rest of the free cash generated to shareholders through regular dividend.

The said policy as approved by your Board of Directors has been uploaded on the website of the Company. The dividend distribution policy is available on https://kewalkiran.com/ uploads/2018/12/Dividend_Distribution_policy.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

There have been no material changes and commitments, which affect the financial position of your company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. There is no change in the nature of business of your Company.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

White Knitwears Private Limited is a joint venture of your Company and K-Lounge Lifestyle Limited is a wholly owned subsidiary of your Company.

FINANCIAL STATEMENTS

Your Company has prepared the Consolidated Financial Statement in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with the Auditor's Report form part of the Annual Report.

White Knitwears Private Limited and K-Lounge Lifestyle Limited are yet to commence its respective business.

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Joint Venture and the subsidiary is attached to the Financial Statements in Form AOC-1.

The Financial Statements of your Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of joint venture and the subsidiary, are available on the website of your Company www.kewalkiran.com

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c)of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Standalone and Consolidated Cash Flow Statements for the year ended March 31, 2023 forms a part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In conformity with the provisions of Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, interalia the Business Responsibility and Sustainability Report forms a part of this annual report.

CREDIT RATING

CRISIL, India's leading ratings, research, risk and policy advisory company has assigned ‘AA- / Stable' for the banking facilities of the company. This will further ensure superior credit terms from the financial market and banks.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for

a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (‘the I EPF'), a fund established under sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend are available on the website of your Company viz. www.kewalkiran.com

The Company had during the financial year, accordingly, transferred to IEPF, the unpaid and unclaimed dividend amounts pertaining to 4^th interim 2014-15 of H 4365/-, Final Dividend 2014-15 of H 3,805/-, 1^st Interim Dividend 2015-16 of H 64,820/- 2^nd Interim Dividend 2015-16 of H 13,796/-, 3^rd Interim Dividend 2015-16 of H 23,968/-.

Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more are to be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred.

Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules. The Company sends out individual communication to the concerned Members whose shares are liable to be transferred to IEPFA on a continuous basis, to take immediate action in the matter.

An aggregate of 2,035 shares are transferred to the IEPFA till date.

The web-addresses of the company and IEPF Authority, where the details of unpaid and unclaimed amounts lying with the company are uploaded, are https://kewalkiran.com/investor. html#Unpaid Dividend Data and http://www.iepf.gov.in/

NODAL OFFICER

The nodal officer appointed by your company under the provisions of IEPF is Mr. Abhijit Warange, Vice President -Legal & Company Secretary and the web-address on which the said details are available is https://kewalkiran.com/investor. html#IEPF Nodal Officer

DIRECTORS

Re-appointment of Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your company, Mr. Dinesh P. Jain (DIN: 00327277), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Your Company has recognised the following persons as Key Managerial Personnel (KMP) in accordance with the Companies Act, 2013.

*Mr Bharat Adnani was appointed as CFO & KMP w.e.f January 21, 2023 * Mr. Nimesh Anandpara was appointed as KMP w.e.f. May 11, 2022.

COMPLIANCE WITH THE CODE OF CONDUCT

Your company has put in place a Code of Conduct effective January 14, 2006, for its Board Members and Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from the Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your company has put in place a Code of Independent Director approved in the Board Meeting held on May 10,

2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as required under Section 134 (3)

(d) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from the Chairman and Managing Director forms a part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Sub Section (6) of Section 149 of the Companies Act, 2013 read with Rule 6(1) and (2) of the Companys (Appointment and Qualification of Directors) Rules, 2014 together SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

The details of the number and dates of meetings of the Board of Directors held during the Financial Year 2022-23 forms part of the Corporate Governance Report.

COMMITTEES

The disclosure of composition of all Committees constituted by your Board under the Act and the Listing Regulations and the changes if any in the composition of such Committees during the year as well as the number and dates of the meetings of the Committee are given in the Corporate Governance report, which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had 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 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended March 31, 2023 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 are adequate and were operating effectively;

(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.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of the Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes,

System and the Internal Financial Control and the Directors' Responsibility Statement contain a confirmation as regards adequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report (‘MDAR') which forms part of this Report.

AUDITORS

The Members of the Company in the 31^st Annual General Meeting held on September 6, 2022 had appointed M/s. Jain & Trivedi, Chartered Accountant, as the Statutory Auditors and M/s. N.A. Shah Associates LLP as the Joint Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company to be held in the year 2027.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure - II.

There were no material related party transaction during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the company at large. The Company has developed a Related Party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is https://kewalkiran.com/ uploads/2019/01/Related_party_policy.pdf

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which has been approved by Board of Directors.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's management systems, organisational structures, processes, standards, code of conduct and behaviours together governs how the Group conducts the business of the Company and manages associated risks.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud free and corruption free work culture has been core of your company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, your company has put an even greater emphasis to address this risk.

To meet this objective your company has adopted a Whistle Blower Policy establishing Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behavior, actual or suspect fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards

against victimisation of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the company have been denied access to the Audit Committee in the Financial Year 2022-23.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at https://kewalkiran.com/ uploads/2019/01/Whistle_Blower_Policy.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL!

There are no significant and/or material orders passed by the Regulators or Courts or Tribunal which would impact the goinj concern status of the Company and its future operation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s U. P. Jain & Co (C.P. No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure III and forms an integral part o this report.

There are no Qualification, Reservation or Adverse Remark in the Secretarial Audit report which require any explanation from the Board of Directors.

SECRETARIAL STANDARDS

Your company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors, General Meeting, Dividenc and The Board's Report.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT, REMUNERATION AND EVALUATION

In terms of the applicable provision of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration Committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3) and Regulation 19 of SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company's policy on directors' appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director is given at https://kewalkiran.com/uploads/2018/12/nomination_and_ remuneration_policy.pdf

The said policy envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of director, etc. It also lays down the framework in relation to remuneration of

Directors, Key Managerial Personnel and Senior Management of the Company. The detail of the remuneration policy of the Company is given in the Corporate Governance Report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to NonExecutive Directors and the web-link of the same is https:// kewalkiran.com/uploads/2018/12/criteria-for-payment-to-non-executive-directors.pdf

ANNUAL BOARD EVALUATION

Your Board has adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors, including the chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Board composition and structure effectiveness of Board processes, information and functioning, experience, competencies, etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' report for the year ended March 31, 2023 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as 'Annexure-IV' and forms part of this report.

Save and except the relation between the Executive Directors inter se (the executive directors are brothers) none of the employees listed in the said annexure is a relative of any Director of the company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Company's website at https://kewalkiran.com/ uploads/2018/12/CSR_policy.pdf . The Company considers CSR spend in the areas of Healthcare, Education, Animal

welfare and such other areas as the Board may deem fit from time to time so as to qualify as a Corporate Social Responsibility spend pursuant to the Corporate Social Responsibility Policy of the Company and in accordance with the provisions of the Companies Act 2013 and the rules made there under.

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-V.

EXTRACT OF ANNUAL RETURN

Pursuant to amendment to Section 92 of the Act read with the Rule 12 of Companies (Management and Administration) Rules, 2014, your Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's Report. Annual Return as at March 31, 2023 is available on website of the Company www.kewalkiran.com

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focussing on creating right safety culture across the organisation and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the Company's operations.

MAINTENANCE OF COST RECORD

Your Company is not required to maintain cost record as specified by the Central Government under section 148(1) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments, Internal Control System, Risk and Concern, operations, performance and future outlook of the company is given separately under the head Management Discussion and

Analysis Report as stipulated under Regulation 34(2)(e) of SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Your Company has also implemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. Jain &

Trivedi, Chartered Accountants and M/s N.A Shah Associates LLP, Chartered Accountants, confirming the compliance of conditions of Corporate Governance as stipulated under SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year; 0

(b) Number of complaints received during the year: 0

(c) Number of complaints disposed of during the year: 0

(d) Number of cases pending at the end of the year:

Not Applicable

ACKNOWLEDGEMENTS

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

For and on behalf of the Board

Kewalchand P. Jain

Place: Mumbai Chairman & Managing Director

Dated: August 2, 2023 DIN: 00029730