The Board of Directors hereby submits the 52^nd Board Report of the Business and operations of the Company for the
Financial Year ended 31^st March, 2025. The Consolidated performance of the Company and its subsidiaries has been
referred to wherever required.

1. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE

/Rc In I aUhe

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY / KEY HIGHLIGHTS:

The total revenue of your company for the Financial Year ending 31^st March 2025 has been Rs. 13,599 Lakhs as
compared to Rs. 19,286 Lakhs in the previous years, registering decrease of about 29.48%.

The EBIDTA from normal operation for 2024-25 was Rs. 4195 Lakhs, marking decrease from the previous year's
EBIDTA of Rs. 4829 Lakhs by about 13.10%.

The company maintains a satisfactory order book position, and there have been no alterations in the nature of the
company's business.

3. CHANGES IN SHARE CAPITAL/ ISSUE OF SECURITIES:

a) Right Issue of Shares:

During the year under review, the Company has issued 8,23,52,605 fully paid-up Equity Shares of Rs. 1/- each at
the premium of Rs. 5.06 each on right basis to the eligible members. The application to the Bombay Stock
Exchange (BSE) and National Exchange (NSE) along with the requisite documents. Listing approval was granted
on 17^th October 2024 and Trading approval was granted on 22^nd October 2024 by both the Exchanges.

b) Authorised Share Capital of the Company

Current Authorised Capital of the Company is Rs.60,00,00,000 (Rupees Sixty Crores Only) divided into
60,00,00,000 (Sixty Crores Only) equity shares of Re.1/- each.

4. DIVIDEND:

Your Director are pleased to propose a 10% dividend (subject to tax on the expanded capital) on equity shares for the
financial year 2024-25. This proposal is subject to the approval of shareholders at the upcoming 52^nd Annual General
Meeting.

Members registered as Beneficial Owners at the close of business hours of the Record Date will qualify for the
dividend receipt. Upon approval by the Members, the dividend will be distributed within 30 days following the Annual
General Meeting.

5. EXPANSION/ FUTURE PLANS:

The company expanded its ODB2 facility last year from 550 TPA to 2200TPA. This has significantly boosted output
with 50% of the new capacity being utilised regularly growing at a steady pace. This has allowed us to compete
effectively on price and secure our status as a leading global supplier of ODB2 to major paper companies.

ODB2

The company expanded its ODB2 facility last year from 550 TPA to 2200TPA. This has boosted output growing at a
steady pace. This has allowed us to compete effectively on price and secure our status as a leading global supplier of
ODB2 to major global paper companies. Over the last year, our competitors from Mainland China have steadily
reduced prices to all-time lows. As we have certain backward integrations for the product, we have been able to
continue production despite lower margins. Despite the current trend of low pricing, this coupled with China 1
policies promise a brighter future as prices are expected to revive going forward.

PAP

We have not only enhanced the product quality but also increased the plant's capacity. Our facility has now
transitioned to a fully continuous production process, covering both the synthesis of the product and the downstream
separation, ensuring greater efficiency and output consistency. Currently, due to Chinese dumping of PAP into the
Indian market, we are facing significant price pressures on the same. As a PLI recipient, we have made
representations to the GoI on the difficulties faced on account of Chinese dumping.

Pharmaceuticals

Looking ahead, we anticipate significant growth in the pharmaceutical sector, particularly with the introduction of new
products like Paracetamol. This initiative aligns with our strategic focus on diversifying our portfolio and strengthening
our foothold in high-demand markets.

MAP and legacy products

Furthermore, our legacy products, such as m-Aminophenol, are finding new next-gen applications in several different
industries. Through close collaboration with our customers, we are actively exploring and expanding these
applications, fostering innovation and opening new avenues for growth.

Environment and Sustainability

As part of our commitment to sustainability, we are diligently working towards achieving zero discharge across all
operations. Our internal target was to reach zero effluent discharge for all products, including legacy ones, by
September 2025. This endeavour has taken longer than expected and we have had to revise the target to June
2026.This goal is supported by our substantial investments in renewable energy sources such as solar power and
green hydrogen. Moreover, we are actively transitioning from conventional reduction technologies to those powered
by green hydrogen, underscoring our dedication to environmentally responsible practices.

ERP Implementation

To further enhance operational efficiency and facilitate data-driven decision-making, the company has initiated the
implementation of a comprehensive Enterprise Resource Planning (ERP) system. This ERP system will integrate all
facets of our operations, from inventory management and procurement to production planning and financial
management. The implementation is currently underway, with a dedicated team already in place to ensure a smooth
transition and alignment with our strategic objectives. Once fully operational, the ERP system is expected to
streamline processes, improve resource allocation, and reduce operational costs.

Plant Automation and IoT Integration

In parallel with the ERP implementation, the company is actively exploring the use of Internet of Things (IoT)
technologies for enhanced plant monitoring and automation. By leveraging IoT, we aim to achieve real-time
monitoring of equipment, predictive maintenance, and automated control systems, which will significantly improve
operational efficiency and minimize downtime. The data generated from IoT-enabled devices will eventually be
integrated with the ERP system, providing a seamless flow of information across the organization and further
optimizing our manufacturing processes. To support these initiatives, we have expanded our team to focus on both
ERP implementation and the exploration of IoT solutions.

6. EXPORTS:

Over the years, your company has grown more competitive globally, we have successfully established stable export
relationships across various continents, including Europe, Japan, and North America. This global exposure is a
testament to company's robust quality and competitive pricing.

In the evolving and fluid global trade scenario, your company is well- positioned to leverage these shifts and expands
its footprint. The diversification in sourcing coupled with our unique value proposition through vertical integration sets
us apart as we strive to be the supplier of choice.

While our local market is growing steadily Company's turnover is still focused on the export market. This year's export
s being total of Rs. 3845.98 Lakhs compared to last year's Rs. 7170.44 Lakhs registering decline of about 46.36%.

Exports constituted about 28.28 % of the overall revenue from operation including other income. Company's Exports
are well diversified in terms of product range as well as the Countries of Export.

7. OUTLOOK:

Your company rest on robust strong fundamentals. It is looking towards leveraging its unique product offering along
with its competitive strengths towards a long-term diverse sales pipeline with sustainable cash flows for the
foreseeable future. Your company is looking to utilize its cash flow towards expanding product lines, diversify into
downward derivatives of existing products to create a maintainable long- term revenue pipeline and to further
backward integrate to remove external dependencies. As the global markets are steadily opening-up, we see a
positive outlook in the demand.

8. REGISTERED OFFICE:

During the year, the company shifted its registered office from Hira Baug, 1st Floor Kasturba Chowk (C.P. Tank),
Mumbai-400004, Maharashtra, India” to “Unit No. 501,5th Floor, Nanavati Mahalaya, 18, Homi Mody Street, Fort,
Mumbai, Maharashtra, India, 400001. This change was approved by the Board of Directors and necessary regulatory
filings have been completed to reflect the new registered office location.

9. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the
Companies Act, 2013 (The Act) and other applicable rules thereunder during the year under review. Hence, the
requirement for furnishing details is not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 and other applicable rules, Loans, guarantees and investments has been furnished in the Notes No. 37 of
Audited financial statements.

11. UNPAID DIVIDEND & IEPF:

During the year under review, there remains an amount of unclaimed dividend of 2017-18 which is due for transfer to
the Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 124 of the Companies
Act, 2013, read with the applicable rules. The Company is in the process of transferring the said unclaimed dividend
amount to the IEPF.

12. TRANSFER TO RESERVES:

The Board of Directors have not appropriated and transferred any amount to any Reserve and the Board has decided
to retain the entire amount in profit and Loss account.

13. CONSOLIDATED FINANCIAL STATEMENTS:

As on 31st March, 2025, the Company has one wholly owned Foreign Subsidiary viz. Anuchem B.V.B.A. Belgium,
Financial Statement of the said subsidiaries are considered for the purpose of preparing consolidated Financial
Statements.

As on 31st March, 2025, the Company has one wholly owned Indian Subsidiary viz. Calchem Industries (India) Ltd
acquired through a resolution plan approved by the National Company Law Tribunal vide its order dated October 29,
2024. Pursuant to the resolution plan, full payment for the acquisition was completed on January 28, 2025.
Subsequently, in May 2025, Company transferred its entire shareholding of Calchem Industries (India) Ltd, resulting
in Calchem Industries (India) Ltd ceasing to be a subsidiary of Company. However, for the purpose of preparation of
consolidated financial statements for the financial year ended March 31,2025, Calchem Industries (India) Ltd was

subsidiary company during the reporting period.

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards
(AS) viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and form part of this Annual
Report.

14. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Anuchem B.V.B.A continues to be engaged in its respective nature of business Calchem Industries (India) Limited
became subsidiary in the last quarter. The performance and financial position/salient features of the subsidiary for the
year ended 31^stMarch, 2025 is given in Form AOC-1 which is annexed hereto and marked as Annexure-I.

15. RELATED PARTY TRANSACTION:

a) The particulars of contracts or arrangements with related parties:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary
and normal course of business and at arm's length as part of its philosophy of adhering to highest ethical
standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party
transactions has been placed on the Company's website at https://www.sncl.com/policies.

Related Party Transactions are also placed on a quarterly basis before the Audit Committee and Board of
Directors for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of
a foreseeable and repetitive nature.

Further, the Company except to the point (b) mentioned below has not entered into any material
transactions/contracts/arrangements referred to in Section 188(1) of (The Act) with related party(ies) as defined
under Section 2(76) of (The Act) during the financial year under review.

b) Disclosure of Related Party Transaction with Person or Entity belonging to Promoter & Promoter Group:

The Company has entered into loan transaction of Rs. 3937.52 Lakhs with Manekchand Panachand Trading
Investment Co Private Limited, (Being Holding Company) an Entity belonging to Promoter or Promoter Group that
holds 10% or more shareholding of the Company. Further company has availed loan of Rs.1558.18 Lakhs &
Rs.1915.53 Lakhs from Mr. Asit D. Javeri, Executive Chairman & Mr. Abhishek A. Javeri, Managing Director
respectively for which the requisite shareholders' approval through postal ballot is in process.

c) The Company has granted loan to its whole owned subsidiary Calchem Industries (India) Ltd. :

During the financial year under review, in accordance with Section 188 of the Companies Act, 2013 and applicable
rules made thereunder, the Company has granted a loan of Rs. 8,28,83,850 to its wholly owned subsidiary,
Calchem Industries (India) Limited. The said transaction has been duly approved by the Board and is in
compliance with the Company's Related Party Transactions Policy.

16. INSURANCE:

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public
Liability.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size and nature of its business. The
preparation designing and documentation of Policy on Internal Financial Control are in place and implemented which
is reviewed periodically and modified suitably to ensure controls.

The internal audit is carried out by a separate firm of Chartered Accountants. The periodical audit reports, including
significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee.

18. MATTERS RELATED TO DIRECTORS:

a) Declaration by Independent Directors:

All Independent Directors have given their declarations that they meet the criteria of independence as laid down
under the Act and pursuant to the Companies (Appointment and Qualification of Directors) Rules,2014, the
Independent Directors are registered with MCA Independent Director's Bank.

b) Board Evaluation:

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the
Board as a whole and performance of the Chairman was evaluated, considering the views of executive director.

The same was discussed in the Board meeting held subsequently to the meeting of the independent directors, at
which the performance of the Board, its Committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire Board, excluding the independent director being
evaluated.

c) Remuneration Policy:

The Board of Directors has on recommendation of the Nomination & Remuneration Committee framed policy for
selection and appointment of Directors, Senior Management and their remuneration which is stated in the
Corporate Governance Report.

The Nomination and Remuneration Policy of company is being placed on website of company and same can be
assessed at https://www.sncl.com/policies.

d) Number of Board Meetings:

The Meetings of the Board and its Committees are held at regular intervals to discuss, deliberate and decide on
various business policies, strategies, governance, financial matters and other businesses.

The Board met 4 times during the financial year ended 31^st March, 2025 in accordance with the provisions of the
Act, the details of which are given in the Corporate Governance Report.

The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Act.

e) Board of Directors and Key Managerial Persons:

0 Appointment/ Re-appointment:

The members of the company at the Postal Ballot Meeting held on 22^nd March, 2024 had approved the re¬
appointment of Shri. Asit D. Javeri as an Executive Chairman of the Company, Shri. Abhishek A. Javeri, Managing
Director and Smt. Seema A. Javeri as an Executive Director (Administration) for the further period of 3 years w.e.f.
1^st May, 2024 on such remuneration and such other terms and conditions as mentioned in the Postal Ballot notice.

Further, Mr. Mukul Sunilkumar Mehra and Mr. Nayan Patel were appointed as Independent Directors of the
Company w.e.f. 09^th September, 2024 and Mr. Uday Krishna Laud was appointed as Additional Director of the
Company w.e.f. 13^th November, 2024.

The Board of Directors in their meeting held on 08^th August, 2024 have approved the change in designation of Mr.
Priyam Shantilal Javeri from Non-Executive Independent Director to Non-Executive Non-Independent Director
from the end of his current term i.e. from 09^th September, 2024.

Subsequent on 7^th July, 2025, Mr. Uday Krishna Laud, Independent Additional Director, tendered his resignation,
due to personal reasons. The Board places on record its appreciation for the valuable contributions made by Mr.
Uday Krishna Laud during his tenure.

Further, Mr. Rakesh Raichand Kothari, Chief Financial Officer (CFO) and KMP of the Company, also resigned
from his position with effect from 14^th August, 2025. The Board acknowledges and appreciates his service and
contribution to the Company.

0 Retirement by Rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Asit D. Javeri, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The same is recommended
by the Board of Directors and forms part of 52^nd AGM Notice for approval of the Members.

0 Formation of the Board:

0 Appointment criteria and qualifications and their remuneration:

The Nomination and Remuneration Committee (“NRC”) identifies and ascertain the integrity, qualifications,
expertise and experience of the person for appointment as Director, Key Managerial Person (“KMP”) or Senior
Management Personnel (“SMP”) at Senior Management level and recommend the same to the Board for
appointment.

0 Separate Meeting of Independent Directors:

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on
3^th November, 2024, inter alia to review the performance of Non- Independent Directors (including the Chairman),
the entire Board and the quality, quantity and timeliness of the flow of information between the Management and
the Board.

19. LOANS FROM DIRECTORS:

During the financial year under review, the Company has borrowed the following amount(s) from Directors and the
respective director has given a declaration in writing to the Company to the effect that the amount is not being given
out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following
amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of
Deposits) Rules, 2014: -

20. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

During the financial year under review, the directors of the Company has not received remuneration / commission from
the holding / subsidiary Company.

21. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & Listing
Regulations read with rules framed thereunder viz.

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders' Relatioanship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee

The Composition of all above Committees, number of Meetings held during the year under review, brief terms of
reference and other details have been provided in the Corporate Governance Report which forms part of this Annual
Report. All the recommendations made by the Committees were accepted by the Board. The same is annexed hereto
and marked as Annexure-II.

22. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was constituted pursuant to the provision of section 178 of the
Act. The Committee has in accordance with the provisions of sub-section (3) of Section 178 of the Act

formulated and uploaded on https://drive.google.com/file/d71huXaAo6ZVCzwROcTZz6Dz7ZC1zh6cCcf/view, the
policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy
relating to remuneration for Directors, Key Managerial Personnel and other employees.

23. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee was constituted pursuant to the provisions of Section 135 of the Act. The
composition of the committee is as follows:

The Annual Report on CSR Activities, as stipulated under the Act and the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015 (“LODR”) forms an integral part of this Report and the Company has initiated
activities in accordance with the said Policy, the details of which have been prescribed in Annexure-III.

The CSR policy is available on the website of the Company at the link https://www.sncl.com/policies.

24. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the Company has included the Business Responsibility
and Sustainability Report and the same is annexed hereto and marked as Annexure-IV, describing the initiatives
taken by the Company from an environmental, social and governance perspective.

The BRSR for the financial year 2024-25 has also been hosted on the Company's website.

25. INTERNAL COMPLAINT COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

The Internal Complaint Committee was constituted as per provision of the Act for prevention and prohibition of Sexual
Harassment of woman at workplace which consists of following members:

Ms. Smita Singh resigned w.e.f from close of business hours on 15^th June, 2024.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy of
Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review no complaints were received by the Committee.

26. VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place “Vigil
Mechanism Policy” (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism
which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit
Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations. The Company also adopted Risk Assessment Procedure. The details of the same are
mentioned in the Corporate Governance Report.

27. AUDITORS & AUDIT REPORTS:

a) Statutory Auditors of the Company and their observations on accounts for the year ended 31^st March,
2025:

At the 51^st Annual General Meeting held on September 25, 2024, the Members approved appointment of M/s.
Jayesh Dadia & Associates LLP, Chartered Accountants (Firm registration No: 121142W /W100122) to hold office
from the conclusion of the 51^st Annual General Meeting until the conclusion of the 56^th Annual General Meeting to
be held for the financial year 2029.

The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Board of Directors have recommended the re-appointment of M/s. Jayesh Dadia & Associates LLP,
Chartered Accountants as Statutory Auditors for the second term of 5 consecutive years. The same forms part of
the 52^nd Notice of Annual General Meeting for the approval of its members.

b) Internal Auditors of the Company:

The Board of Directors in their meeting held on May 02, 2025, re-appointed M/s Chandrashekhar Iyer & Co.,
Chartered Accountant as the Internal Auditor of the Company for the financial year 2025-26.

c) Cost Auditors of the Company:

The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the
appointment of M/s Vinay Mulay & Co., Cost Accountants (Reg No: M/8791) as the cost auditors of the Company
for the year ending March 31,2025 subject to approval of members in the ensuring Annual General Meeting.

Further, as specified by the Central Government under sub-section (1) of section 148 of the Act the required
accounts and records are made and maintained by the Company.

d) Secretarial Auditors of the Company:

The Board on the recommendation of the Audit Committee appointed M/s. Hetal Doshi & Associates Company
Secretaries in Practice, Mumbai, as Secretarial Auditor to conduct Secretarial Audit of the Company for the
Financial Year 2024-25 and their report is annexed hereto and marked as Annexure - V. Observations made by
Secretarial Auditor as per said report along with explanation made by Board is given below:

e) Reporting of frauds by statutory auditors:

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of
the Act read with Companies (Accounts) Rules, 2014.

f) Code for prevention of Insider Trading:

As per SEBI (Prohibition of Insider Trading Regulations),2015, your Company has adopted an amended Code of
Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the
SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and
procedures for fair disclosure of unpublished price sensitive information and has been made available on the
Company's website.

28. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulations 17 to 27 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Corporate Governance Report on the compliance on the same is annexed hereto and marked
as Annexure-II and the Management Discussion and Analysis report is annexed hereto and marked as Annexure -
VI.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUT GO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules,2014, is annexed
hereto and marked as Annexure-VII.

30. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and 134 (3) (a) of the Act, 2013, the Annual Return for the financial year
ended 31^st March 2025 will be uploaded on the website of the Company at www.sncl.com.

31. WEBSITE OF THE COMPANY:

The website of the Company is https://www.sncl.com/ where, Annual Return pursuant to Section 92 (3) of the
Companies Act, 2013 has been placed.

32. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and
General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central
Government.

33. INDUSTRIAL RELATIONS:

The Company has been able to create a favourable work environment that motivates performance; customer focus
and innovation in your company's strategies are based, inter alia, on process of continuous learning and
improvement.

The Company continues to focus on extensive training and developmental activities and efficiency and quality
improvement initiatives.

The productivity linked long term wage settlement with the workmen union has been signed.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other applicable Rules, is attached as Annexure-VIII.
Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits
prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other applicable Rules is provided in the Annexure-VIII

forming part of this report.

35. SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY:

Pursuant to the requirement of Section 134(3)(q) of the Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts)
Rules, 2014, it is confirmed that during FY 2024-25 there were no significant or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and your Company's operations in future.

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

There have been no other material changes and commitments affecting the financial position of your Company since
the close of Financial Year i .e. 31^st March, 2025 and the date of this Report except those mentioned in this report.

37. LEGAL AND REGULATORY:

The Company ensures the compliance with laws and regulations is an essential part of your Company's business
operations. We are subject to laws and regulations in diverse areas as product safety, product claims, trademarks,
copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and
disclosure, employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities
regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that
we remain complaint with relevant laws and legal obligations.

38. SYSTEM AND INFORMATION:

Your Company's operations are increasingly dependent on IT systems and the management of information.
Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for
secure and reliable IT systems and infrastructure, and careful management of the information that is in our
possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to operations
continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have firewalls and
threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our
employees are trained to understand these requirements.

39. GENERAL DISCLOSURES:

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:

I. The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

II. The Company has not issued any sweat equity shares during the year under review and hence no information as
per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

III. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under
review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV. During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014.

40. DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of (the Act), the Board of Directors of your Company, to the best of their
knowledge and ability, confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are

no material departures;

(b) The Director 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
at the end of the Financial Year and of the profit of your Company for that period.

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

(d) The Director have prepared the Annual Accounts on a going concern basis;

(e) The Director have laid down internal financial controls to be followed by your Company and that such internal
financial controls are adequate and are operating effectively;

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

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:

No such proceedings initiated or pending during the year. Hence, not applicable.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable.

43. CAUTIONARY STATEMENT:

Statements in the Board's Report including Annexures there to describing the Company's objectives, expectations or
forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could influence the Company's
operations include global and domestic demand and supply, input costs, availability, changes in government
regulations, tax laws, Global geo-political situation, economic developments within and outside the country and other
factors such as litigation and industrial relations.

44. ACKNOWLEGDEMENT:

The Board of Directors extends its deepest gratitude to all employees across various levels of our organisation whose
hard work, dedication, and unwavering commitment have been the pillars of our success, and for that, we are
profoundly thankful.

We would also like to express our sincere appreciation for the enduring cooperation and support we have received
from our shareholders, investors, bankers, financial institutions, customers, and business partners. Their trust and
encouragement have been invaluable in ourjourney.

Our heartfelt thanks also go out to all regulatory authorities and other stakeholders who have consistently provided
guidance and support, contributing to our ongoing growth and success. We look forward to strengthening these
relationships as we continue to navigate the path to progress together.

For and On Behalf of the Board of Directors

ASIT D. JAVERI

EXECUTIVE CHAIRMAN
DIN: 00268114

Place: Mumbai
Date: 12^th August, 2025