Company’s Performance Highlights:

During the financial year 2022-23, your Company’s Revenue from Operations on standalone basis stood at Rs. 31,516.54 Lakhs as compared to previous year of Rs. 23,439.50 Lakhs, thereby registering growth of 34.46% on YoY basis. Standalone: The Operating Profit for the year wasat Rs. 2,665 Lakhs as compared to Rs. 1,764 Lakhs previous year i.e. an increase of 51.08% YoY. The Net Profit for the on standalone basis stood at Rs. 1,629.30 Lakhs as compared to Rs. 932.48 Lakhs in the previous year i.e. a growth of 74.73 %YoY.

Your Company’s Revenue from Operations for the year ended as on March 31, 2023 on consolidated basis stood at Rs. 44,092.83 Lakhs as compared to Rs. 30,726.87 Lakhs previous year, registering a growth of 43.50% on YoY basis. The Company’s Net Profit for the year ended March 31, 2023 consolidated basis stood at Rs. 1,148.01 Lakhs as compared to the previous year of Rs. 2,368.40 Lakhs, decrease in the net profit due to inclusion of gain on account of government grants/subsidies received in onsite entities towards employee cost incurred during Covid19 pandemic in the last year’s profit.

The Diluted Earnings per share (EPS) on standalone basis for the year stood at Rs. 7.34 per share, shows a growth of 49.48% as compared to Rs. 4.79 per share for the previous year.

2. DIVIDEND AND TRANSFER TO RESERVES

Your Company’s policy on Dividend Distribution is available at https://www.onwardgroup.com/ year investors-company-policies.php

In accordance with the said policy and based on the Company’s performance, your Directors at their meeting held on May 12, 2023, has recommended payment of Rs. 3/- (30%) per equity share of the face value of Rs. 10/- (Rupee Ten only) each as final dividend for the financial year ended March 31, 2023. The payment of finaldividend is on subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company. The total outflow towards payment of final dividend will beRs. 6.64 Crs.

Your Directors’ do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire profits for the financial year ended March 31, 2023 in the Profit and Loss Account.

3. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the de-mat account of the IEPF Authority. During the Financial Year 2021-22 the Company has not completed Seven (7) years. Hence, the unclaimed amount of Further, according to IEPF

Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the de-mat account of the IEPF Authority. During the Financial Year 2022-23, the Company has not completed Seven (7) years. Hence, the unclaimed amount of dividend are not transferred in the IEPF.

4. FIXED DEPOSITS

In terms of the provision of Sections 73 and 74 of the Act read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

5. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

There are no associate or joint venture companies within the meaning of Section 2(6) of the Act

("Act"). There has been no material change in the nature of the business of the subsidiaries.

As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiary (which includes associate companies and joint ventures) in Form AOC-1 is attached to the Financial Statements of the Company as

Annexure I.

The Financial Statements of the Company including consolidated financial statements along with the relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company https://www.onwardgroup.com/ investors-subsidiary-financials.php

Your Company’s policy on material subsidiary is also available on the website at https://www. onwardgroup.com/investors-company-policies. php

6. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act,

Regulation 33 of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations" through this report) and applicable Accounting Standards, the

Audited Consolidated Financial Statements of the

Company for the financial year 2022-23, together with the Auditors’ Report form part of this Annual

Report.

7. BOARD OF DIRECTORS

In accordance with the provisions of Section 152 of the Act, Mr. Harsha Raghavan (DIN:01761512) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Change in the Directors

During the year, Ms. Prachi Mehta resigned from the position of Directorship of the Company with effect from September 29, 2022. The Board expresses its appreciation for Ms. Prachi Mehta for the valuable guidance and services rendered by her during her tenure as a Director of the Company.

Based on the TOP 1000 by Market capitalization report as on March 31, 2022, your Company falls under TOP 1000 category. Accordingly, your Company is required to have at least one-Woman Independent Director on the Board. Hence, Ms. Niranjani Chandramouli (DIN:07128770) was inducted as an Independent Woman Director of your Company with effect from September 29, 2022. Your Company has obtained approval of shareholders through Postal Ballot for the said appointment.

Based on the recommendations of Nomination and Remuneration Committee, Mr. Jai Diwanji (DIN:00910410) and Mr. Dhanpal Jhaveri (DIN: 02018124) were appointed as Additional Non-Executive Directors on the Board of the Company with effect from May 12, 2023. Your Directors recommends their appointment as Independent Directors to the shareholders to be made at the forthcoming Annual General Meeting.

Details, as required under the Act and Listing Regulations, in respect of Directors seeking appointment/re-appointment subject to approval of shareholders at the ensuing Annual General

Meeting (AGM) are given in the Notice of AGM.

Declaration of Independence by Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criterion of independence as prescribed under Section 149 of the Act and Regulation 25 of the Listing Regulations.

2. They have registered themselves with the Independent Director’s Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014

8. KEY MANAGERIAL PERSONNELS

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Harish Mehta, Chairman & Whole-time Director and Mr. Jigar Mehta, Managing Director and Ms. Shama Pawar, Company Secretary.

Chief Financial Officer: During the year under review, Mr. Devanand Ramandasani was resigned from the position of Chief Financial

Officer of the Company w.e.f. December 23, 2022. On the recommendations of Nomination and Remuneration Committee and approval of Audit Committee, the Board has appointed Mr. Pawankumar Nathani as a Chief Financial Officer of the Company w.e.f. May 12, 2023.

Company Secretary and Compliance

During the year, Ms. Dimple Chauhan, Company Secretary and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective July 22, 2022. Consequent to Ms. Dimple’s resignation, the Board appointed Ms. Shama Pawar as the Company Secretary, KMP and Compliance of the Company. The appointment was effective July 23, 2022.

9. SHARE CAPITAL

Authorized Capital

As on March 31, 2023, the Authorized Share Capital is Rs. 44,62,00,000/- comprising of 4,46,20,000 equity shares of Rs. 10/- each 3,36,20,000/- Ordinary (Equity) Shares of Rs. 10 each and 10,00,000 Unclassified shares of Rs. 10 each and 1,00,00,000 Preference Shares of the face value of Rs. 10/- each.

Issued, subscribed and Paid-up share Capital

As on March 31, 2023, the issued, subscribed and paid-up capital of the Company is Rs. 22,30,52,700/- comprising of 2,23,05,270 Equity Shares of Rs. 10/- each.

Allotment of shares under ESOP Schemes

During the year under review, the Company has issued and allotted 95,400 and 189,000 fully paid-up equity shares of Rs. 10/- each were allotted to various employees under ESOP Scheme 2009 and ESOP Scheme 2019, respectively.

10. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS

AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Your Company follows the highest standards of

Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI’s Corporate Governance norms. A separate section on Corporate Governance and a certificate confirming the compliance of conditions of Corporate Governance as stipulated in Listing Regulations from Nilesh Pradhan & Co., Practicing Company Secretaries, is forming part of the Annual Report.

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

As stipulated under Regulation 34 of Listing Regulations, the Business Responsibility and Sustainability Reporting describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

11. COMPANIES POLICIES UNDER SEBI

LISTING REGULATIONS

A. Corporate Social Responsibility Policy

During the financial year ended March 31, 2023, the Company incurred CSR contribution of Rs. 26.50 Lakhs (Rupees Twenty-Six Lacs Fifty Thousand Only). The CSR initiatives of the Company were under the area of education and health. The CSR

Policy of the Company is available on our website at https://www.onwardgroup.com/investors-company-policies.php

Further, the information pursuant to Section 134(3)(o) of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is given in Annexure II outlining the main initiatives during the year under review.

Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of the Act.

B. Risk Management Policy

The Company has formulated the Risk Management Policy in accordance with the Regulation 21 of Listing Regulations to be read with Part D of Schedule II. The details with respect to the Risk Management Policy forms part of the Management Discussion and Analysis Report. The Policy is disclosed on our website at https://www.onwardgroup.com/ investors-company-policies.php

C. Vigil Mechanism/Whistle Blower Policy

Your Company has a Whistle Blower Policy in place as required under Section 177 of the Act and Regulation 22 of the Listing Regulations. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Audit Committee. More details in this regard have been outlined in the corporate governance report annexed to this report. The Policy is disclosed on our website at: https://www.onwardgroup.com/investors-company-policies.php

D. Dividend Distribution Policy

In terms of Regulation 43A of the Listing Regulations, the Board has formulated and adopted the

Dividend Distribution Policy. The Policy is available on our website at https://www.onwardgroup.com/ investors-company-policies.php

E. Nomination and Remuneration Policy

Pursuant to the provisions of Section 134(3) (e) and Section 178(3) of the Act and the Listing Regulations, the policy of the Company on Directors’ appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on our website https://www.onwardgroup.com/ investors-company-policies.php

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter-alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

F. Prevention of Sexual Harassment of Women at Workplace Policy

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. During the year, there were no complaints received relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge states that:

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

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year ended on that date; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your

Company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and operating effectively and;

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

13. EMPLOYEES

Employees’ Stock Option Schemes

The Company has two employee stock options plans namely Onward Employee Stock Option Plan 2009 (ESOP 2009) and Onward Employee Stock Option Plan 2019 (ESOP 2019) from time to time to motivate, incentivise, attract new talents and inculcate the feeling of employee ownership, and reward employees of the Company and its

Subsidiaries. The Nomination and Remuneration Committee administers these ESOP Scheme. There have been no material changes to financyear. these The plans during the disclosures required to be made under relevant provisions of the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014 is given as Annexure III to this report.

Particulars of Employees and related disclosures

In accordance with the requirements of Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended regarding employees is given in Annexure IV. In terms of the provisions of Section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company. ial performance,financ

14. BOARD AND ITS COMMITTEES

Meetings of the Board

5 (five) meetings of the Board of Directors were held during the financial year 2022-23. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Committees of Board

Currently, the Company has five Board level Committees: Audit Committee (‘AC’), Nomination and Remuneration Committee (‘NRC’), Stakeholders’ Relationship Committee (‘SRC’), Risk Management Committee (‘RMC’) and Banking Committee. Further, in accordance with Section 134(9) of the Act, the Corporate Social Responsibility Committee is not mandatory. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board.

Performance Evaluation of the Board, its Committees and Directors

Pursuant to the provisions of the Act the Board is required to carry out annual evaluation of its own performance and that of its committees and individual Directors. Accordingly, your Company has carried out the performance evaluation as required during the year under review. The Independent Directors at their separate meeting review the performance of: non-independent directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and Non-Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarisation Programme for Independent Directors

Pursuant to the Listing Regulations, the Company has devised a familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

Through the familiarisation programme, the

Company apprises the independent directors about the business model, corporate strategies, business plans and operations of the Company. These directors are also informed about the annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company’s vision, mission, core values, and corporate governance practices. Details of familiarisation programme of Independent Directors are available on the website of the Company at https://www.onwardgroup.com/ investors-company-policies.php

15. AUDITORS AND INFORMATION ON

AUDITORS’ OBSERVATIONS

Statutory Auditors

M/s. BSR & Co, LLP Chartered Accountants, (Firm Registration No. 101248W/W-100022 were appointed as the Statutory Auditors of the

Company for the period of 5 years starting from conclusion of 31st AGM till the conclusion of 36th AGM of the Company to be held in calendar year 2027. The statutory auditor confirmed thathas they are not disqualified from being re-appointed as auditor of the Company.

The Auditor’s Report on standalone and consolidated financial statements for the year ended March 31, 2023 forms part of the Annual Report and contains an unmodified opinion without any qualification, reservation or adverse remark. The observations made in the Auditors’ Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.

Secretarial Auditors

The Board of Directors of the Company has appointed M/s. Nilesh A. Pradhan & Co., LLP, (FCS

No: 7478), Practicing Company Secretary, as the

Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure V to this report. The observation/remark made in the Secretarial Audit Report is self-explanatory and hence do not call for any further explanations or comments by the Board.

Cost Auditors and Cost Records

Pursuant to Section 148(1) of the Act Cost Audit is not required for the Company for the financial year ended March 31, 2023. The Company is not required to maintain cost records under the provisions of Section 148(1) of the Act.

Reporting of Frauds by Auditors

During the year under review, none of the auditors have reported to the Audit Committee, under Section 143(12) of the Act any instances of fraud committed against the Company by its officers or employees, the details of which would need to be form part of the Board’s report.

16. CONTRACTS/ARRANGEMENT WITH

RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arm’s length basis in terms of provisions of the Act. There are no materially significant related party the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature and value of the transactions. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 30 to the Standalone Financial Statements of the

Company.

Your Company has formulated a Policy on Related Party Transactions which is available on our website at https://www.onwardgroup.com/ investors-company-policies.php

17. INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of operations.

The organisation is appropriately staffed with qualifiedand experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors. The policies to ensure uniform accounting treatment are prescribed to the subsidiary of your Company. The accounts of the subsidiary companies are by their respective Auditors auditedandcertified for consolidation.

The statutory auditors of your Company have audited the financial statements including this

Annual report and have stated on the Company’s internal control under Section 143 of Act in their report. Further, the Company has appointed Ahuja Valecha & Associates LLP, Chartered Accountants, as an internal auditor of the Company to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan duly approved by the Audit Committee.

18. PARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act forms part of notes to the Financial

Statements.

19. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN

EARNINGS AND OUTGO

Particulars required under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in Annexure VI forming part of this report.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023 is available on the Company’s website on https://www.onwardgroup.com/investors-annual-reports.php

21. SIGNIFICANT / MATERIAL ORDERS

PASSED BY THE REGULATORS

No significant and material orders have been passed by the Regulators/Courts/Tribunals e and impacting the going concern status and

Company’s operations in future.

22. OTHER DISCLOSURES

1. During the year under review, there was no change in the nature of business of your Company.

2. There are no material changes and commitments affecting the of your Company which have occurred between the end of the and the date of this report.

3. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

4. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

5. The Company has not issued any sweat equity shares to its directors or employees;

6. There was no revision of and Boards report of the Company during the year under review.

7. There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

8. There was no instance of onetime settlement with any Bank or Financial Institution.

23. APPRECIATION

Your Directors takes this opportunity to express their deep sense of gratitude to high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company. Your Directors are deeply grateful confidenc faithtotheshareholdersforthe that they have always reposed in the Company.

Date: May 12, 2023 position Place: Mumbai