Your Directors are pleased to submit their 38^th Annual
Report of the business operations together with the
Audited Financial Statements of the Company for the
year ended 31^st March 2025:

1. OVERVIEW OF FINANCIAL RESULTS

In the preparation of the financial accounts and
the statements, the Company has followed the
Companies (Indian Accounting Standards) Rules
2015, as amended.

2. FINAL DIVIDEND

Based on the Company's performance, your
Directors are pleased to recommend for approval
of Members a final dividend @ of ' 2.5/- (previous

year - ' 2.40) per equity share of the face value
of ' 10.00/- each for the financial year 2024-25.
Dividend, if approved, aggregating to ' 183.83
lakhs.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to
General Reserves out of the profit for the Financial
Year 2024-25.

3. RIGHTS ISSUE

During the year, the company proposed to issue
equity shares on a rights basis to the existing eligible
equity shareholders for an amount aggregating up
to ' 1500 lakhs. The proceeds of the said issue are
proposed to be utilized towards interalia, repayment
of borrowings availed by the company, capital
expansion and general corporate purposes. The
draft letter of offer dated 30^th September 2024 was
filed by the company with Securities and Exchange
Board of India ("SEBI") and BSE Limited ("BSE")
on which the Rights Equity Shares are proposed to
be listed. The company received letter from BSE
granting in-principle approval for undertaking the
Issue. Further SEBI issued final observations on the
DLOF vide its letter dated 12^th March 2025. The
company is in the process of filing the letter of offer
with BSE and SEBI.

4. MANAGEMENT'S DISCUSSION AND ANALYSIS:
F.Y. 2024-2025

I. Industry Structure & Development: -

The chemical industry serves as a fundamental
pillar of the global economy and acts as a key
enabler for various sectors. From electronics
and paints to pharmaceuticals and cosmetics,
chemicals are integral across diverse
applications, making them essential for the
sustainable development of multiple industries.

In the Indian context, the chemical industry holds
a prominent position in the nation's economic
growth. Among its various sub-segments,
specialty chemicals represent a high-growth,
innovation-driven category characterized by
low-volume, high-value chemical formulations
that are tailored for specific end uses.

Specialty chemicals are distinguished by their
performance or functional attributes rather
than just their chemical composition. These
products demand deep technical knowledge,
consistent innovation, and a customer-centric
development approach. The specialty chemical
segment continues to gain strategic importance,
both domestically and globally, due to its
application-driven nature and strong end-user
focus.

The Company operates in the specialty chemicals
segment, catering to niche requirements across
a broad spectrum of industries. We specialize in
the manufacture and sale of a diverse range of
customized and specially formulated chemical
products, addressing the evolving needs of
sectors such as Home and Personal Care,
Industrial Formulations, Paints and Coatings,
Agrochemicals & Lubricants and Additives.

We serve a wide base of reputed customers
across India and in international markets,
including the Americas, Europe, and the Far
East. Our clients operate in a multitude of
industries, including but not limited to Metal
Treatment, Wire Enamels and Insulation, PVC
Stabilizers, Inks and Coatings, Agrochemicals
and Fertilizers, Plastics, Polymers, and Rubber,
Textile Processing, Latex Products and Tyres,
Home and Personal Care, Cosmetic and
Detergent Formulations.

Our continued focus on product innovation,
customization, and deep industry understanding
enables us to consistently meet the dynamic
requirements of our clients. As industries evolve
and demand more efficient, sustainable, and
specialized solutions, the Company remains
committed to delivering high-performance
chemical products that create value across the
supply chain.

Details of the Company's main products and its
end use applications are as below:

II. Operating and Financial Performance of the
Company

In the financial year 2024-2025, the company
earned a total income of ' 36,894 lakhs, which
is a 29.52% increase compared to ' 28,486
lakhs in 2023-2024. Revenue from operations
rose to ' 36,579 lakhs from ' 28,338 lakhs,
mainly because of strong growth in domestic
sales. Domestic sales went up by 39.95%,
reaching ' 30,370 lakhs compared to ' 21,700
lakhs last year. However, export sales dropped
by 5.73%, from ' 6,503 lakhs to ' 6,130 lakhs,
showing a dip in international demand. Other
operating income also fell by 41.48%, down
to ' 79 lakhs from ' 135 lakhs. On the other
hand, other income more than doubled, rising
by 112.84% to ' 315 lakhs from ' 148 lakhs.
Overall, the company had a strong year, mainly
driven by growth in the domestic market.

The company saw strong growth in Ethoxylates
and Antioxidant-based products due to higher
demand and better pricing.

III. Outlook

The global specialty chemicals industry
continues to experience uncertainty due to
geopolitical tensions, trade wars, and evolving
tariff structures. These factors have disrupted
supply chains and increased the cost of key
raw materials. However, they have also
created new opportunities especially for Indian
manufacturers.

As many global companies look for alternatives
to other suppliers, India is emerging as top
choice for sourcing and manufacturing specialty
chemicals, as it opens up new chances to sell
our products internationally and strengthen our
position in the global market.

In India, the demand for specialty chemicals
is strong. The Company is well-positioned to
meet this demand with a focus on innovation,
customer partnerships, and operational
excellence.

To make the most of these opportunities, the
Company is increasing the local sourcing of
materials, expanding our production capacity,
and investing in research and development to
create specialized products. Additionally, we
are making efforts to improve our supply chain
flexibility, reducing dependence on volatile
international markets. Supportive government
policies, infrastructure development, and a
growing focus on 'Make in India' are further
strengthening the outlook for our sector.
While we remain cautious of ongoing global
challenges, we are confident in our ability
to navigate this environment and deliver
sustainable growth.

The Company remains committed to creating
long-term value for stakeholders through
strategic investments, efficient operations, and
responsible growth.

Our products continue to be well received
by some of the world's leading users of
specialty chemicals across a variety of
industrial applications. The Company has been
recognized as a reputable and dependable
supplier to many Indian and global consumers
of specialty products developed in-house.

IV. Risks and Concerns

The specialty chemicals industry is facing
significant risks due to ongoing tariff wars and
global conflicts, such as the Russia-Ukraine war
and tensions in the Middle East. These situations
have led to rising prices for raw materials and
supply chain disruptions. The ongoing trade
disputes between major economies, have
made it harder to predict costs and access key
materials. As a result, the cost of producing
chemicals has increased, and the overall market
has become more uncertain.

The Company is fully aware of these challenges
and has put in place a Risk Management
Framework to identify, assess, and reduce
the impact of these risks. The management
regularly reviews and discusses both current
and potential future risks, especially related
to tariffs, trade policies, and supply chain
instability. Effective risk management is crucial
for the success of the Company, and we take
continuous corrective actions to address any
issues.

A key risk we face is the availability of critical
raw materials, such as Ethylene Oxide (EO),
which is essential for producing several of our
products. Currently, EO is only supplied by
a single manufacturer in the country, so any
disruption to its supply could have a major
impact on production.

The Company is also committed to ensuring the
health and safety of its employees, customers,
and the surrounding community. Some of
our raw materials are hazardous, and there
are inherent safety risks in the manufacturing
process. To address these risks, we have
implemented strict safety measures, equipment,
and procedures that meet global safety standards
and legal requirements.

V. Internal Financials Controls and their adequacy

The Company has put in place internal checks
and controls to ensure smooth and efficient
operations, and these are continuously being
improved. These controls are designed to

ensure that the business runs in an orderly
manner, follows company policies, protects its
assets, prevents and detects fraud and errors,
maintains accurate accounting records, and
provides reliable financial information on
time. The internal and statutory auditors have
reviewed the effectiveness of the internal
financial controls. Based on their assessments,
the Board believes that the internal financial
controls are working well and that there are no
significant weaknesses.

VI. Key Financial Ratios

¹ Due to increase in Current maturities of long¬
term borrowings.

² Increase in principal repayment amount
towards long-term borrowings

³ Reduction in Net Profit

⁴ Mainly due to increase in Current maturities
of long-term borrowings thereby reduction of
working capital.

(The statement in this report including
Management's Discussions & Analysis Report
reflects Company's projections, estimates,
expectations, or predictions. These may be
forward-looking statements within the meaning of
applicable securities laws and regulations. Actual
results could differ materially from those expressed
or implied since your Company's operations are
influenced by many external and internal factors,
beyond the control of the Company.)

5. DISCLOSURES UNDER COMPANIES ACT 2013

I. CORPORATE SOCIAL RESPONSIBILITY

The Board has approved the CSR policy of the
Company which is published on the Company's
website at https://sunshieldchemicals.com/wp-
content/uploads/2021/12/CSR-Policy.pdf

CSR activities of the Company are carried
directly and through Non-Government
Organizations, who have track record of
minimum of 3 years in carrying out the activities,
and other criteria's as prescribed under Section
135 of the Companies Act, 2013 read with
Schedule VII and Companies (Corporate Social
Responsibility Policy) Rules 2014, as amended
from time to time.

The Board Report on CSR is annexed herewith
as Annexure I.

II. ENERGY, TECHNOLOGY & FOREIGN
EXCHANGE

Information sought under the provisions of
Section 134 (3) (m) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts)
Rules, 2014 regarding conservation of energy,
technology absorption and foreign exchange
earnings and outgo are given in the Annexure
II, forming part of this report.

III. ANNUAL RETURN

The Annual Return has been placed on the
website of the Company and can be accessed
at https://sunshieldchemicals.com

IV. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of
the Company during the financial year under
review. The paid-up equity share capital
as on 31^st March 2025 was ' 735.31 lakhs,
comprising of 73,53,060 equity shares of face
value of ' 10.00/- each.

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss
and decide on business policies and strategy
apart from regular Board business. During
the financial year under review, the Board of
Directors met 5 times. The intervening gap
between the meetings was within the period
prescribed under the Companies Act, 2013.

The details of the Board meetings and the
attendance of Directors are provided in the
Corporate Governance Report.

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit committee comprises of Mr. Ajit
Shah who is the Chairman of the Committee,
Mr. Cyrus Poonevala, Mr. Mukesh Malhotra
and Mr. Jeet Malhotra. During the financial
year under review, the audit committee met 5
times. More details on the committee are given
in the Corporate Governance Report.

All the recommendations of the audit committee
are accepted by the Board.

VII. BOARD INDEPENDENCE

The definition of Independence of Directors
is derived from Regulation 16 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations")
and Section 149(6) of the Companies Act,
2013. Based on the confirmation/ disclosures
received from the Independent Directors and
on evaluation of the relationships disclosed,
the following Non-Executive Directors are
Independent in terms of Regulation 16 of the
Listing Regulations, and Section 149(6) of the
Companies Act, 2013;

1. Mr. Ajit Shah

2. Mr. Cyrus Poonevala

3. Prof. Aniruddha Pandit

4. Mr. Mukesh Malhotra

In compliance with Schedule IV of the
Companies Act, 2013 and Rules thereunder,
the Independent Directors met on 13^th March
2025 to discuss inter alia issues as prescribed
under the schedule IV of the Companies Act,
2013.

VIII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013
and Regulation 19 read with Schedule II of
Listing Regulations, the Board has carried out
the annual performance evaluation of its own
performance, the Directors individually as well
as the evaluation of Committees. A structured
questionnaire was prepared covering various
aspects of the Board's functioning such
as adequacy of composition of Board and
committees, Board communication, timeliness
and unbiased information of right length and
quality of information, Board culture, execution
and performance of specific duties, obligations
and governance.

A separate exercise was carried out to evaluate
the performance of individual Directors
including the Chairman of the Board, who
were evaluated on parameters such as
attendance and participation in the discussion
and deliberation at the meeting, understanding
role and responsibilities as board member,
demonstration of knowledge, skill and
experience that make him/her a valuable
resource for the board.

The performance evaluation of the Independent
Directors was carried out by the entire Board.
The performance evaluation of the Chairman
and the Non-Executive Directors was carried
out by the Independent Directors. The Board
appreciated the contributions of all Directors
in the working of the Company on the basis of
evaluation carried out.

IX. DIRECTOR REMUNERATION POLICY

The Remuneration Policy of the Company is
hosted on the website of the company at the
following web link: https://sunshieldchemicals.
com/wp-content/uploads/2021/1 2/
Remuneration-Policy.pdf

X. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or
adverse remarks or disclaimers made by M/s.
CNK & Associates LLP, Chartered Accountants,
Statutory Auditors, in their report and by M/s. P.
Naithani & Associates, Company Secretaries, in
their Secretarial Audit report.

XI. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on
arm's length basis and are in compliance with
the applicable provisions of the Companies
Act, 2013 and the Listing Regulations. There
are no materially significant related party
transactions entered into by the Company with
Promoters, Directors or KMP etc., which may
have potential conflict with the interest of the
company at large.

All related party transactions are first approved
by the Audit Committee and thereafter placed
before the Board for their information.

A statement of all related party transactions is
presented before the Audit Committee meeting
on quarterly basis, specifying the nature, value
and terms and conditions of the transactions.

Since there are no material related party
transactions and also all the transactions with
related parties are at arm's length and in the
ordinary course of business, no transactions
are required to be reported in Form AOC - 2.
Note No. 35 in the notes to financial statements
provides the details of all the related party
transactions.

The Related Party Transaction Policy is
uploaded on the company's website at
https://sunshieldchemicals.com/wp-content/
uploads/2023/03/RTP-Policy.pdf

XII. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no 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.

XIII. VIGIL MECHANISM

The Company has established a vigil mechanism
for Directors and Employees to report their
genuine concerns in compliance with provision
of section 177 (10) of the Companies Act 2013
and Regulation 22 of Listing Regulations.

The Audit Committee of the Board oversees the
functioning of this policy. Protected disclosures
can be made by a whistle blower through

The composition of the Board represents an
optimal mix of professionalism, knowledge and
experience which enables the Board to discharge
its responsibilities and provide effective strategic
guidance to the business.

None of the Directors on the Board is a Director in
more than 10 public companies or is a Member in
more than 10 committees or Chairperson of more
than 5 committees. And none of the Independent
Directors serves as an Independent Director in
more than 7 listed entities.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with
a proper balance of Executive, Non-Executive, and
Independent Directors.

Retirement by Rotation:

In accordance with the provisions of Section
152(6) of the Companies Act, 2013 and Articles
of Association of the Company Dr. Maya Parihar
Malhotra (DIN: 00302976) will retire by rotation
at the ensuing Annual General Meeting ("AGM")
of the Company and being eligible, offer herself
for reappointment. The Board recommends her
reappointment.

Appointment of Director

During the year under review, the Board of Directors
had, on the recommendation of the Nomination
and Remuneration Committee, appointed Prof.
Aniruddha Pandit (DIN: 02471158) as an Additional
Non-Executive Independent Director of the
Company w.e.f 14^th March 2025 for a period of five
(5) years, subject to the approval of the members.
Subsequently, the shareholders approval was taken
by postal ballot which was passed on 21^st April
2025.

The Board had, based on the recommendations
of Nomination and Remuneration Committee,
at its meeting held on 5^th May 2025, appointed
Mr. Mukesh Malhotra (DIN: 01131063) as an
Additional Non-Executive Independent Director
of the Company, not liable to retire by rotation,
for a tenure of five (5) years from 5^th May 2025
to 4^th May 2030, subject to approval of Members
at the ensuing Annual General Meeting. He shall
hold office as an Additional Director upto the date
of this AGM and is eligible for appointment as an
Independent Director of the Company.

Cessation of Director

During the year under review, Mrs. Aruna Soman
(DIN: 03622209) stepped down as an Independent
Director of the Company on the close of business
hours of 28^th October 2024. The Board placed
on record their appreciation for the valuable
contribution made by Mrs. Aruna Soman towards
growth and transition of your Company during her
tenure.

Completion of term of Mr. Ranjal L. Shenoy
(DIN:00074761), Non-Executive Independent
Director

During the year under review, Mr. Ranjal L Shenoy
(DIN:00074761) completed his second term of 5
(five) consecutive years as an Independent Director
of the Company on the close of business hours of
19^th March, 2025. Accordingly, he ceased to be a
Director of your Company and member of various
Board Committee(s) on the close of Business hours
on 19^th March 2025. The Board placed on record
their appreciation for the valuable contribution
made by Mr. Ranjal L Shenoy over a decade towards
growth and transition of your Company during his
tenure.

None of the Directors is disqualified from being
appointed as Director as specified in Section
164(2) of the Companies Act, 2013. Note on
the background of the Director proposed for re¬
appointment is given as an annexure to the Notice,
which forms part of this Annual Report.

Key Managerial Personnel

Pursuant to Sections 2 (51) and 203 of the Companies
Act 2013, Mr. Jeet Malhotra, Managing Director
and CEO, Mr. Ashish Agarwal CFO and Mr. Amit
Kumashi Company Secretary of the Company are
designated as Key Managerial Personnel of the
Company.

8. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

Prior to the induction of a Director on the Board,
the Managing Director and the management team
brief the incoming Independent Director about the
Company, its line of business, and the composition
of the present board, organization chart etc. The
appointment letter issued to the Independent
Directors also sets out detailed terms of employment
including their roles, functions, responsibilities and
their fiduciary duties, code of conduct, performance
evaluation process etc. as an independent director
of the Company.

Independent Directors have right to access
information and documents for enabling them to
have a good understanding of the Company and its
various operations.

9. SIGNIFICANT AND MATERIALS ORDERS PASSED
BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impacted
the going concern status and Company's operations
in future.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors
of your Company, to the best of their knowledge
and based on the information and explanations
received from the Company confirm that:

(a) in the preparation of the annual Financial
Statements for the financial year ended 31^st
March 2025, the applicable accounting
standards have been followed and there are no
material departures from the same;

(b) the Directors have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company
as at 31^st March 2025 and of the profit of your
Company for the said period;

(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a
'going concern' basis;

(e) proper internal financial controls to be followed
by the Company were laid down and such
internal financial controls are adequate and
were operating effectively and;

(f) proper systems to ensure compliance with
the provisions of all applicable laws were
devised and as certified by the internal auditors
such systems were adequate and operating
effectively.

11. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, REDRESSAL) ACT 2013

The Company has in place Prevention of Sexual
Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition, Redressal) Act, 2013
("POSH"). The Company has zero tolerance on
Sexual Harassment at workplace.

In compliance with the provisions of POSH and
the Companies Accounts Rules, 2014, as amended,
the internal committee has been set up to redress
complaints received regarding sexual harassment.
All employees are covered under this Policy. All
employees (permanent, contractual, temporary,
trainees and other stakeholders) are covered under
this policy. The following is the summary of sexual
harassment complaints received and disposed off
during the Financial Year 2024-25:

12. SECRETARIAL STANDARDS

The Company complies with applicable Secretarial
Standards issued by The Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the
Companies Act, 2013 for the financial year ended
31^st March 2025.

13. FRAUD REPORTING BY AUDITORS

As required under Section 134(3) (ca) of the
Companies Act, 2013, Directors confirm that there
were no instances of fraud reported by the Auditors.

14. AUDITORS
Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants
(ICAI Firm Registration No. 101961W /W100036)
were appointed as Statutory Auditors of the
Company for a period of five consecutive years at
the 36^th AGM of the Company held on 25^th August
2023 to hold office from the conclusion of the said
Meeting till the conclusion of the 41^st AGM to be
held in the year 2028.

The Statutory Auditors have given a confirmation
to the effect that they are eligible to continue with
their appointment and have not been disqualified in
any manner from continuing as Statutory Auditors.
The remuneration payable to the Statutory Auditors
shall be determined by the Board of Directors based
on the recommendation of the Audit Committee.

Cost Auditors

As per Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to prepare,
maintain as well as have the audit of its cost records
conducted by a Cost Accountant. The Company has
maintained the Cost Records as prescribed under
the Companies (Cost Records and Audit) Rules,
2014. The Board on the recommendation of the
Audit Committee has appointed M/s. Kishore Bhatia
& Associates, Cost Accountants (Firm Registration
No. 000294) as the Cost Auditors of the Company
for financial year 2025-26 under Section 148 and
all other applicable provisions of the Companies
Act, 2013.

M/s. Kishore Bhatia & Associates have confirmed
that they are free from disqualification specified
under Section 141(3) and proviso to Section 148(3)
read with Section 141(4) of the Companies Act,
2013 and that the appointment meets with the
requirements of Section 141(3)(g) of the Companies
Act, 2013. They have further confirmed their
independent status and an arm's length relationship
with the Company.

The remuneration payable to the Cost Auditors
is required to be placed before the Members in a
General Meeting for their ratification. Accordingly,
a resolution seeking Members' ratification for the
remuneration payable to M/s. Kishore Bhatia &
Associates is included at Item No. 4 of the Notice
convening the AGM.

The Cost Audit Report for the Financial Year ended
31^st March 2024 was filed with the Ministry of
Corporate Affairs on 16^th August 2024 within the
stipulated time mandated in the Companies (Cost
Records & Audit) Rules, 2014, as amended.

Secretarial Auditors

Pursuant to the amended provisions of Regulation
24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and
Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors,
at their meeting held on 5^th May, 2025 have
recommended the appointment of M/s. Naithani
& Shetty Associates a Peer Reviewed firm of

Company Secretaries in Practice (Firm Registration
No. P2025MH103800) as a Secretarial Auditors
of the Company to conduct the Secretarial audit
of the Company for a term of 5 (five) consecutive
financial years (from 1^st April 2025 to 31^st March
2030), to hold the office from conclusion of 38^th
(Thirty-Eighth) Annual General Meeting ("AGM")
till the conclusion of 43^rd (Forty-Third) AGM of
the Company to be held in the year 2030. The
appointment will be subject to Member's approval
at the ensuing AGM. Brief resume and other details
of M/s. Naithani & Shetty Associates, Company
Secretaries in Practice, are separately disclosed in
the Notice of ensuing AGM.

M/s. Naithani & Shetty Associates have given their
consent to act as Secretarial Auditors of the Company
and confirmed that their aforesaid appointment (if
made) would be within the prescribed limits under
the Act & Rules made thereunder and SEBI Listing
Regulations. They have also confirmed that they
are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Act & Rules
made thereunder and SEBI Listing Regulations.

The Report of the Secretarial Auditor for financial
year 2024-25 which is unmodified is appended to
this Report as Annexure III.

Internal Auditors

M/s. Nikhil Narkar & Associates, Chartered
Accountants have conducted internal audits
periodically and submitted their reports. Their
Reports have been reviewed by the Audit committee
from time to time.

15. PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI
(Prohibition of Insider Trading Regulations) 2015,
as amended from time to time, to preserve the
confidentiality and prevent misuse of unpublished
price sensitive information (UPSI)/Leak of UPSI, the
Company has adopted a Code of Conduct for Insider
Trading for prohibition of Insider trading which was
revised and approved by Board, for Promoters,
Members of Promoter group, Directors, Designated
Person/ Employees, their immediate relatives, and
substantial shareholders in the listed Company. This
policy also provides for periodical disclosures from
the designated persons as well as pre-clearances of
transactions by such persons.

16. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief
Financial Officer, pursuant to the Regulation 17 of
the Listing Regulations, for the financial year 2024¬
25 is given in Annexure IV.

17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not provided any loans,
Guarantees or made investments under Section 186
of the Companies Act, 2013

18. DEPOSITS

There are no deposits outstanding as on 31^st March
2025 and that Company has not accepted any
deposits from public / members under Section 73
of the Act, read with Companies (Acceptance of
Deposits) Rules, 2014 during the year.

19. SUBSIDIARY, ASSOCIATES AND JOINT
VENTURES

The Company does not have any subsidiary or
associates or joint ventures as on the date of this
report.

20. EMPLOYEES

The information required pursuant to Section 197
read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company, is
annexed herewith as Annexure V.

The information required pursuant to Section 197 of
the Companies Act, 2013 read with Rule 5(2) & (3)
of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014, in respect of
managerial personnel of your company is available
for inspection by the members at registered office of
the company during business hour on working days
up to the date of the ensuing AGM. If any member is
interested in obtaining a copy thereof, such member

may write to the Company Secretary, whereupon
a copy would be sent. There were no employees
who were drawing remuneration exceeding ' 1.02
Crores per annum.

21. ENVIRONMENT, HEALTH AND SAFETY

Your Company recognizes importance of Health
and Safety of its employees and its neighbourhood.
Regular Safety Audits are being conducted.
Your Company has adopted a Health, Safety and
Environment Policy, which applies to all employees
and other stakeholders.

The Company ensures safe, healthy and eco-friendly
environment at its plant and surrounding area. The
Company continually works towards identification
and reduction of risks and prevention of pollution at
its plant and its surroundings.

22. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT

The provision pertaining to transfer of shares on
which dividend was unclaimed/unpaid for seven
years to Investor Education and Protection Fund
Authority will be applicable to the Company in the
year 2029.

23. APPRECIATION

Your Directors place on record their sincere
appreciation of the wholehearted support extended
by the Company's bankers, business associates,
employees' union, shareholders, auditors and
various statutory authorities, both, central and state
Government.

The accompanying Annexures I to V form an
integral part of this Director Report.

For and on behalf of the Board of Directors

Dr. Maya Parihar Malhotra
Mumbai Chairperson

5^th May 2025 DIN 00302976

1

Due to reduction in Earnings before Interest
and Tax

VII. Human Resources

Employee relationships at all levels, continued
to be satisfactory during the year. The
management would like to place on record its
appreciation of the dedicated and strong support
provided to your Company, by its employees at
all levels. The number of employees on the roll
as on 31^st March 2025 was 218.