2. Review of operations

The Company's continued operations reported sales for
the year ended March 31, 2025 of H82,505.75 Lakhs as
against H79,070.15 Lakhs for the previous year ended
March 31,2024. The Company recorded an increase
in sales by 4.3% of the total sales revenue for the year
under review, 32.1% is contributed by exports. There is no
change in company affairs or business by the Company
during the period under review.

3. Capacity Expansion

During the year, the Company continued its expansion
plans and has incurred capex spend of ?1,014.29 Lakhs
during the year under review.

4. Reserves

As permitted by the Companies Act, 2013, and Rules
made thereunder, the Directors do not propose to
transfer any amount to the General Reserve pertaining
to the Financial Year 2024-25.

5. Dividend

The Board of Directors have not recommended any
Dividend for the Financial Year ending March 31, 2025.

Pursuant to the requirement of Regulation 43A of the
SEBI [Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated and
adopted Dividend Distribution Policy which is available on
the website of the Company at https://admin.heubach.
com/wp-content/uploads/?0?3/0?/HCII Dividend-
nistribution-Policy-EN.pdf

6. Corporate Governance, Management
Discussions and Analysis Report

& Business Responsibility and
Sustainability Report

The Company is committed to compliance with standards,
ensuring checks and balances between the Board and
Management, as well as a sustainable approach to
creating value for all stakeholders. As stipulated under
the SEBI [Listing Obligations & Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance,
Management Discussion and Analysis Report as well as

Certificate confirming the compliance with the conditions
of corporate governance and Business Responsibility and
Sustainability Report are annexed herewith and forms
part of this Annual Report.

A certificate from a Practicing Company Secretary
regarding compliance with the conditions of corporate
governance is given separately in this Annual Report.

7. Significant and material orders passed
by the regulators or courts or tribunals
impacting the going concern status and
Company's operations in future

During the year under review, there has been no such
significant and material orders passed by the regulators
or courts or tribunals impacting on the going concern
status and Company's operations in future.

8. Acquisition of the Global Pigment
Business Operations of Heubach Group

On April 22, 2024, the Company received a communication
from Heubach GmbH, a related party within the Heubach
Group, informing that it had issued a press release
announcing the filing of an application for the opening of
regular insolvency proceedings over its assets with the
competent insolvency court in Braunschweig, Germany.
In the same communication, Heubach GmbH also notified
that it had applied for the Braunschweig insolvency court
to serve as the group court for the German subgroup
of the Heubach Group. The court has appointed an
insolvency administrator to evaluate the feasibility of
continuing business operations and exploring potential
restructuring or sale options. Additionally, a preliminary
insolvency administrator and custodian were appointed
by the court.

Subsequently, on May 3, 2024, the Company received
another communication from Heubach Group GmbH,
the holding company of Sudarshan Switzerland HLD1
AG [formerly known as Heubach Holding Switzerland AG
and Colorants International AG and one of the Company's
promoter shareholders). The notice stated that Heubach
Group GmbH, along with certain affiliated companies, had
also filed for insolvency proceedings over its assets with
the Braunschweig insolvency court.

Sudarshan Europe B.V., Wholly Owned Subsidiary of
Sudarshan Chemical Industries Limited, had entered
into a definitive agreement on October 11, 2024 for
the acquisition of Global Pigment Business Operations
of Heubach Group through a combination of an asset
and share deal, subject to completion of customary
conditions and receipt of requisite regulatory approvals.
The said acquisition was completed on March 3, 2025
for a preliminary purchase consideration of approx.
H138,990.0 Iakhs.

The acquisition comprises of the acquisition of [a)
Assets and business operations of (i) Heubach Colorants
Germany GmbH, (ii) Heubach GmbH (iii) Dr. Hans
Heubach GmbH and [iv) Heubach Group GmbH and
participations held by Sudarshan Switzerland HLD1
AG [formerly known as Heubach Holding Switzerland
AG and Colorants International AG), in downstream
Group Companies in various countries; and [b) 100%
shareholding of Sudarshan Lux Holding S.a.r.l. [formerly
known as Heubach Holding S.a.r.l.), a Luxemburg
based Heubach Group Company having investments in
shareholding of companies based in India and USA.

Pursuant to the acquisition related agreements, the
acquisition of assets, business operations and shares
were interdependent and were executed together to
acquire the entire business operations of the Heubach
Group. This acquisition is a strategic move aimed
at consolidating market expertise and expanding
global reach of Sudarshan Chemical Group in the
pigment industry.

Consequent to the aforesaid acquisition, Sudarshan
Europe B.V., Wholly Owned Subsidiary of Sudarshan
Chemical Industries Limited has acquired entire
shareholding of Sudarshan Switzerland HLD1 AG [formerly
known as Heubach Holding Switzerland AG and Colorants
International AG) and Sudarshan Switzerland HLD2 AG
[formerly known as Heubach Ebito Chemiebeteiligungen
AG and Ebito Chemiebeteiligungen AG), promoters of the
Company, resulting in indirectly acquiring 36.56% and
17.80% shareholding, respectively, in the Company. As
per the provisions of SEBI [Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, as amended,
Sudarshan Europe B.V., being an Acquirer, along with
Persons Acting in Concert ["PACs”) is in a process of
acquiring upto 6,001,268 Equity Shares of Face Value
H10/- each, representing 26% of the voting share capital
of the Company by way of an Open Offer process.

There have been no other material changes and
commitments, 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.

9. Highlights of Performance of Subsidiary /
Associate / Joint Venture Companies

As of March 31, 2025, the Company do not have any
subsidiary or joint venture or associate company.

Also, there were no instances where companies that
became or ceased to be subsidiaries, joint venture
companies or associate companies during the year.

10. Share Capital

The paid-up Equity Share Capital as on March 31, 2025,
was H23,08,17,980/-. There was no public issue, rights
issue, bonus issue or preferential issue etc. during the
year. The Company has not issued shares with differential
voting rights or sweat equity shares.

11. Details of Directors and Key Managerial
Personnel

Your Company is dedicated to follow best practices and
values through a diverse Board that enhances stakeholder
value and ensures strong governance. The Company's
Board consists of highly skilled and respected individuals
who provide valuable experience and leadership.

All Independent Directors of the Company have given
declarations that they meet the criteria of independence
as prescribed under Section 149(6) of the Companies
Act, 2013 and Rules made thereunder and Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations, 2015”), as amended from time to time.

The Independent Directors have also confirmed that they
have complied with the Code for Independent Directors
prescribed in Schedule IV of the Companies Act, 2013.
There has been no change in the circumstances affecting
their status of Independent Directors of the Company.
The Independent Directors have also given declaration of
compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and qualification of Directors) Rules, 2014,
as amended from time to time, with respect to their name
appearing in the data bank of Independent Directors
maintained by 'The Indian Institute of Corporate Affairs,
Manesar' ("MCA”) and that they are exempt / have cleared
the Online Proficiency Assessment Test, as applicable.

I n the opinion of the Board, all Independent Directors
possess requisite qualifications, experience, expertise
and hold high standards of integrity required to discharge
their duties with an objective independent judgment
and without any external influence. List of key skills,
expertise and core competencies of the Board, including
the Independent Directors forms part of the Report on
Corporate Governance.

The Board has also laid down a Code of Conduct for
Independent Directors pursuant to Section 149(8)
read with Schedule IV of the Act, which is a guide to
professional conduct for Independent Directors of the
Company. All Independent Directors have affirmed
compliance with this Code for the Financial Year 2024¬
25.

Changes in Directors and Key Managerial
Personnel

I. Changes in Directors

During the year under review:

Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
at its meeting held on March 27, 2024 approved the
appointment of Mrs. Diana Dhote (DIN: 10558367) as an
Additional Director in the capacity of a Non-Executive
and Independent Director of the Company for a term of
five consecutive years commencing from April 01, 2024.
Subsequently, the shareholders accorded its approval
for appointment of Mrs. Diana Dhote as a Non-Executive
and Independent Director of the Company through Postal
Ballot on June 14, 2024.

Mr. Bharath Sesha (DIN 01983066), Managing Director of
the Company, submitted his resignation vide letter dated
June 28, 2024, to pursue other opportunities outside
the Organization. The Nomination and Remuneration
Committee and the Board formally accepted his
resignation during its meeting held on June 28, 2024
and Mr. Bharath Sesha was relieved from his service as a
Managing Director of the Company with effect from the
close of business hours on August 31, 2024. The Board
of Directors and Management placed on record its sincere
appreciation for the contribution made by Mr. Sesha
towards growth of the Company under his leadership.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and Rules made thereunder and the
Articles of Association of the Company, Mr. Jugal Sahu
(DIN: 02629782), Executive Director and Chief Financial
Officer, was liable to retire by rotation, and being eligible,
had offered himself for re-appointment at the 67^th Annual
General Meeting. Based on the recommendation of the
Nomination and Remuneration Committee and Board
of Directors, approval of Shareholders was accorded at
the 67^th Annual General Meeting for re-appointment of
Mr. Jugal Sahu as an Executive Director, liable to retire
by rotation.

The Board of Directors at its meeting held on November
14, 2024, appointed Mr. Sambit Roy (DIN: 08291664)
as an Additional and Managing Director, based on the
recommendation of the Nomination and Remuneration
Committee effective November 25, 2024 subject to the
approval of shareholders. Subsequently, approval of
shareholders was accorded for appointment of Mr. Sambit
Roy as the Managing Director of the Company through
Postal Ballot on January 22, 2025.

Consequent to the closure of Financial Year 2024¬
25, based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors at its
meeting held on April 14, 2025, approved:

1. Appointment of Mr. Rajesh Rathi (DIN: 00018628)
as an Additional Non- Executive Director of the
Company, effective April 14, 2025, subject to
approval of Shareholders;

2. Appointment of Mr. Amitabha Mukhopadhyay (DIN:
01806781) as an Additional Independent Director
of the Company, for the term of 5 years, effective
April 14, 2025, to April 13, 2030, subject to approval
of Shareholders;

3. Appointment of Mr. Naresh Raisinghani (DIN:
00568298) as an Additional Independent Director
of the Company, for the term of 5 years effective
April 14, 2025, to April 13, 2030, subject to approval
of Shareholders;

4. Appointment of Mrs. Anu Wakhlu (DIN: 00122052) as
an Additional Independent Director of the Company,
for the term of 5 years effective April 14, 2025, to
April 13, 2030, subject to approval of Shareholders.

Further, based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
also appointed Mr. Mandar Velankar (DIN: 11069055) as
an Additional Non-Executive Director of the Company,
effective May 2, 2025 by way of circular resolution dated
May 2, 2025, subject to approval of Shareholders.

Approval of Shareholders was accorded for appointment
of Mr. Rajesh Rathi as a Non-Executive and Non¬
Independent Director, Mr. Amitabha Mukhopadhyay as
a Non-Executive and Independent Director, Mr. Naresh
Raisinghani as a Non-Executive and Independent Director,
Mrs. Anu Wakhlu as a Non-Executive and Independent
Director and Mr. Mandar Velankar as a Non-Executive and
Non-Independent Director through Postal Ballot on July
6, 2025.

Mr. Ravi Kapoor (DIN: 01761752), Chairman and Non¬
Executive Director of the Company, submitted his
resignation vide letter dated July 16, 2025, due to
his preoccupation with effect from close of business
hours on July 16, 2025. The Board of Directors and
Management placed on record their deep appreciation
for the contributions made by Mr. Ravi Kapoor during his
association with the Company.

Mr. Ravi Kapoor was succeeded by Mr. Rajesh Rathi (DIN:
00018628) who was appointed as a Chairman of the
Board of the Company with effect from July 16, 2025, in
addition to his current role as a Non-Executive Director.

Mr. Amitabha Mukhopadhyay (DIN: 01806781),
Independent Director tendered his resignation with effect
from close of business hours on August 11, 2025 due to
possibility of Mr. Mukhopadhyay getting into increased
level of engagement with one of the group Companies
of Sudarshan Chemical Group, which might potentially
affect his independence to continue as an Independent
Director of the company. This was not envisaged earlier
when Mr. Mukhopadhyay joined the Board of the Company.
Mr. Mukhopadhyay confirmed that there were no other
reasons, material or otherwise, for his resignation other
than those mentioned above.

Mr. Jugal Sahu (DIN: 02629782), tendered his resignation
from the position of Executive Director of the Company
with effect from close of business hours on August 11,
2025. However, Mr. Sahu shall continue to serve as a Chief
Financial Officer, Key Managerial Personnel and Senior
Management Personnel of the Company.

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and Rules made thereunder
and as per Articles of Association of the Company and
based on the recommendations of the Nomination and
Remuneration Committee and Board, Mr. Rajesh Rathi
(DIN: 00018628), Chairman and Non-Executive Director
of the Company retires by rotation and being eligible,
offers himself for re-appointment. A resolution seeking
Shareholders’ approval for his re-appointment forms part
of Notice of the 68^th Annual General Meeting.

During the year under review, the Non-Executive
Directors of the Company had no material pecuniary
relationship or transactions with the Company, other than
sitting fees, commission, if any and reimbursement of
expenses incurred by them for the purpose of attending
meetings of the Board / Committee of the Company, if
any. The Board has made the recommendation for the
above appointment(s) / re-appointment(s) of Directors
based on the recommendation of the Nomination and
Remuneration Committee ("NRC") and the Committee has
made its recommendation after ensuring that none of the
Directors seeking appointment(s) / re-appointment(s)
is debarred from holding the position of a Director by
virtue of any Order from SEBI, The Ministry of Corporate
Affairs ("MCA") or any other Regulatory Authority. The
Board is of the opinion that the Independent Directors
appointed / re-appointed / proposed to be appointed
are of integrity and possess the requisite expertise and
experience (including the proficiency). Details of the
Directors seeking appointment(s) / re-appointment(s)
including profile of such Directors, are given in the
Notice convening the 68^th Annual General Meeting of
the Company.

II. Key Managerial Personnel

Ms. Amee Joshi, Company Secretary and Nodal Officer
of the Company, had submitted her resignation vide
letter dated June 24, 2024, to pursue an alternate career
opportunity outside the Organization. Ms. Amee Joshi
was relieved from her duties with effect from the close
of business hours on June 30, 2024.

Mr. Bharath Sesha [DIN 01983066), Managing Director of
the Company, submitted his resignation vide letter dated
June 28, 2024, to pursue other opportunities outside
the Organization. The Nomination and Remuneration
Committee and the Board formally accepted his
resignation during its meeting held on June 28, 2024
and Mr. Bharath Sesha was relieved from his service as a
Managing Director of the Company with effect from the
close of business hours on August 31, 2024. The Board
of Directors and Management placed on record its sincere
appreciation for the contribution made by Mr. Sesha
towards growth of the Company under his leadership.

Based on the recommendations of the Nomination
and Remuneration Committee, the Board of Directors
at its Meeting held on September 20, 2024, inter alia
had considered and approved the appointment of
Ms. Ashwini Natekar as an Interim Company Secretary
and Compliance Officer of the Company with effect from
September 20, 2024.

The Board of Directors at its meeting held on November
14, 2024, appointed Mr. Sambit Roy [DIN: 08291664)
as an Additional and Managing Director, based on the
recommendation of the Nomination and Remuneration
Committee effective November 25, 2024 subject to the
approval of shareholders. Subsequently, approval of
shareholders was accorded for appointment of Mr. Sambit
Roy as the Managing Director of the Company through
Postal Ballot on January 22, 2025.

Ms. Ashwini Natekar resigned from the position of Interim
Company Secretary and Compliance Officer vide letter
dated April 17, 2025 effective close of business hours on
July 16, 2025, to pursue an alternate career opportunity
outside the Organization. Ms. Ashwini Natekar was
relieved from her duties with effect from the close of
business hours on July 16, 2025.

Based on the recommendations of the Nomination and
Remuneration Committee, the Board of Directors at its
Meeting held on July 16, 2025, inter alia considered
and approved the appointment of Mr. Adwait Joshi as
a Company Secretary and Compliance Officer of the
Company with effect from August 01, 2025.

In accordance with the provisions of Section 203 of
the Companies Act, 2013, and Rules made thereunder,
following were the Key Managerial Personnel of the
Company for the year ended March 31, 2025:

1. Mr. Sambit Roy, Managing Director [appointed
effective November 25, 2024)

2. Mr. Jugal Sahu, Chief Financial Officer

3. Ms. Amee Joshi, Company Secretary [ceased
effective June 30, 2024)

3. Ms. Ashwini Natekar, Interim Company Secretary
[ceased effective July 16, 2025)

There were no changes other than those mentioned
above in the Key Managerial Personnel of the Company
during the year.

12. Audit Committee

Pursuant to the provisions of Section 177 of the
Companies Act, 2013, and Rules made thereunder and
Regulation 18 of the SEBI Listing Regulations, 2015, the
Company has in place an Audit Committee.

The details on the composition, meeting, attendance,
etc. of the Audit Committee are provided in the Corporate
Governance Section of the Annual Report. The Board
has accepted all the recommendations of the Audit
Committee during the Financial year under review.

Details of the current committee members are also
available on website of the Company at https://heubach.
com/heubach-india/investor-relations-india-overview/
committee-information/

13. Number of meetings of the Board

During the year under review, the Board of Directors met
15 [Fifteen) times on April 3, 2024, April 23, 2024, May 1,
2024, May 8, 2024, May 29, 2024, June 28, 2024, July 24,
2024, August 31, 2024, September 20, 2024, October 16,
2024, November 14, 2024, November 29, 2024, January
3, 2025, January 29, 2025, March 29, 2025.

The maximum interval between any two meetings did not
exceed 120 days as prescribed in the Companies Act,
2013 and Rules made thereunder.

14. Conservation of energy, technology
absorption, foreign exchange earnings
and outgo

As required under section 134[3) [m) of the Companies
Act, 2013 read with Rule 8[3) of the Companies
[Accounts) Rules, 2014, the relevant information and
data for the year ended March 31, 2025, are annexed to
this report as 'Annexure A'.

15. Corporate Social Responsibility

In terms of the provisions of Section 135 of the
Companies Act, 2013 read with Companies [Corporate
Social Responsibility Policy) Rules, 2014, as amended
from time to time, the Board of Directors of your Company

has constituted a Corporate Social Responsibility [CSR')
Committee which constitutes of following members:

Your Company also has a CSR policy in place and the
same is available on the website of the Company at
www.heubach.com A detailed report as per Rule 8 of
the Companies [Corporate Social Responsibility Policy)
Rules, 2014, is annexed as 'Annexure B', forming part of
this report.

16. Nomination and Remuneration Policy

The Board has, based on the recommendation of
Nomination and Remuneration Committee, framed a
policy on Nomination and Remuneration of its Directors
and Key Managerial Personnel, which is available on the
website of the Company at www.heubach.com

17. Board Evaluation and Familiarization
programme

Pursuant to the provisions of the Companies Act,
2013 and the SEBI [Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board has carried
out the annual evaluation of its own performance and
Board Committees by seeking the input of Directors on
various aspects of the Board/Committee Governance.
The Board has reviewed the performance of the individual
Directors and the Chairperson. The manner in which the
evaluation has been carried out is stated in the Corporate
Governance Report.

The details of programme for familiarization of the
Independent Directors of your Company are available on
the Company's website at www.heubach.com

18. Particulars of Employees

As per provisions of Section 197 of the Companies Act,
2013 read with Rule 5[1) of the Companies [Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, disclosure pertaining to the particulars of
employees who are in receipt of remuneration is annexed
as Annexure C'.

The statement of particulars of employees pursuant
to Rule 5[2) of the Companies [Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms part of this Annual Report. However, pursuant to
proviso to Section 136 [1) of the Companies Act, 2013,
the report and accounts are being sent to members
excluding this statement of particulars of employees. Any

member interested in obtaining a copy of this statement,
may write to Company Secretary at investor.relations
india@heubach.com

19. Disclosure pursuant to Section 197(14)
of the Companies Act, 2013, and Rules
made thereunder

The Managing Director of the Company is not in receipt of
any remuneration and / or commission from any Holding
/ Subsidiary Company, as the case may be.

20. Directors' Responsibility Statement

Pursuant to the requirement under Section 134[3)[c)
of the Companies Act, 2013 with respect to Directors'
Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

ii. 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 the Company as of March 31, 2025 and
of the profit and loss of the Company for that period;

iii. The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

iv. The Directors have prepared the annual accounts
on a going concern basis;

v. The Directors have laid down Internal Financial
Controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

vi. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

21. Statutory Auditor & Audit Report

Based on the recommendation of the Audit Committee,
the Board of Directors of the Company at its meeting held
on June 17, 2020 approved appointment of M/s. MSKA
& Associates, Chartered Accountants [Firm Registration
No. 105047W), as Statutory Auditors of the Company
in the casual vacancy caused by the resignation of
M/s. Price Waterhouse Chartered Accountant LLP, for
a term of 5 [Five) years i.e. till the conclusion of 68^th
Annual General Meeting.

Pursuant to the provisions of Section 139, 142 of the
Companies Act, 2013, and Rules made thereunder and
based on the recommendation of the Audit Committee,
the Board of Directors at its meeting held on July 16,
2025, had approved re-appointment of M/s. MSKA &
Associates, [Firm Registration No.: 105047W), Chartered
Accountants, as Statutory Auditors of the Company for
a term of 5 [Five) years i.e. from the conclusion of 68^th
Annual General Meeting up to the conclusion of the 73^rd
Annual General Meeting to be held in the year 2030,
subject to approval of Shareholders.

Pursuant to Section 139 of the Companies Act, 2013
and Rules made thereunder, M/s. MSKA & Associates,
Chartered Accountants, have confirmed that they
are eligible to be re-appointed as Statutory Auditors.
A resolution seeking approval of shareholders for re¬
appointment of M/s. MSKA & Associates as Statutory
Auditors forms part of the Notice convening 68^th
Annual General Meeting. The notes on the Audited
Financial Statements referred to in the Auditor's Report
are self-explanatory and hence do not call for any
further comments.

The Auditor's Report contains the following Qualification
for the Financial Year 2024-25:

We draw your attention to the following paragraph
included in the audit report of the Company dated July
16, 2025, and reproduced as under:

"We draw attention to Note 16 which describes that the
Board of Directors is assessing the effect on the financial
results with respect to transfer of certain items of
property, plant and equipment without due approval from
the Board of Directors. Pending Management review and
reconciliation, and in absence of an appropriate valuation
of the aforesaid items, we are unable to comment on the
consequential effects, if any, on the financial results.

The reply by the Management of the Company to the
Statutory Auditors' qualifications is reproduced below, the
contents of which are self-explanatory -

The management is assessing the appropriate course
of action to evaluate the basis of valuation of certain
items of property, plant and equipment. The Board of
directors are unable to quantify the impact of aforesaid
qualification on the financial statements of the Company
as the management is evaluating various legal options
to determine the appropriate course of action. As on the
date of this report, the final resolution and its effects
are pending.

22. Cost Audit

The Board of Directors, in pursuance of order under
Section 148 of the Companies Act, 2013 had appointed
M/s. Kishore Bhatia & Associates, Cost Accountants
[Firm Registration No. 00294), as Cost Auditors of the

Company to carry out the audit of the cost accounts of
the Company for the Financial year 2025-26.

As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor is required to be
ratified by the Shareholders of the Company. Accordingly,
resolution seeking Shareholders' approval for ratification
of the remuneration to be paid to Cost Auditor is included
in the Notice convening the 68^th Annual General Meeting.

Further, the Board hereby confirms that the maintenance
of cost records specified by the Central Government as
per Section 148(1) of the Companies Act, 2013, and
Rules made thereunder, is required and accordingly, such
accounts / records have been made and maintained.

The Cost Auditors' Report for the Financial Year 2024-25
did not contain any qualifications, reservations, adverse
remarks or disclaimers.

23. Secretarial Audit Report

Pursuant to provisions of Section 204 of the Companies
Act, 2013, and Rule 9 of Companies [Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board had appointed M/s J. R. Ahuja & Co.,
Company Secretary, as Secretarial Auditor to carry out
the Secretarial Audit for the Financial year 2024-25.

The Secretarial Audit Report is annexed herewith as
'Annexure D'. The Secretarial Auditor Report does not
contain any qualification, reservation or adverse remark
and is self-explanatory and thus does not require any
further comments.

The Company is compliant with the Secretarial Standard
on Meetings of the Board of Directors ("SS-1") and
Secretarial Standard on General Meetings ("SS-2"),
issued by ’The Institute of Company Secretaries of India’
["ICSI”).

In terms of amended Regulation 24A of SEBI Listing
Regulations, 2015, the Board at its meeting held on July
16, 2025, has approved the appointment of M/s. J. B.
Bhave & Co., Practicing Company Secretaries, a peer
reviewed firm [Peer Review Certificate No. 1238/2021
and UIN S1999MH025400) as the Secretarial Auditor
of the Company for a period of five consecutive years
commencing from FY2025-26 till FY2029-30, subject to
approval of shareholders of the Company at the ensuing
68^th Annual General Meeting. Detailed explanatory
statement setting out the terms of appointment forms
part of the Notice of Annual General Meeting.

24. Internal Financial Controls and their
Adequacy

The details in respect of Internal Financial Controls
and their adequacy are included in the Management

Discussion & Analysis Report, which forms part of
this Report.

25. Internal Auditors

M/s. Mahajan & Aibara, Chartered Accountants, were
appointed as Internal Auditors of the Company for the
Financial Year 2024-25. As prescribed under Section 138
of the Companies Act, 2013, and Rules made thereunder,
M/s. Mahajan & Aibara, Chartered Accountants carried
out the Internal Audit of the Company for the Financial
year 2024-25. The Internal Audit was completed as per
the scope defined by the Audit Committee from time
to time.

26. Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the
Companies Act, 2013, the Annual Return in Form MGT-7
as on March 31, 2025, is available on Company's website
at www.heubach.com

27. Risk management policy

The Company has a robust Risk Management Policy
to identify, evaluate business risks and opportunities.
This framework seeks to create transparency,
minimize adverse impact on the business objectives
and enhance the Company's competitive advantage.
Many risks identified by the business and functions are
systematically addressed through mitigating actions
on a continuing basis. The Company has framed a Risk
Management Policy to manage the risks involved in all
activities of the Company, to maximize opportunities and
minimize adversities.

In accordance with the provisions of the SEBI [Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors of the Company has
constituted a Risk Management Committee. Particulars
of the committee are provided in the Report on Corporate
Governance forming part of this Annual Report.

28. Related Party Transactions

In line with the requirements of Companies Act, 2013 and
SEBI [Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has framed a Policy on
Material Related Party Transactions which is available on
Company's website at www.heubach.com

All Related Party Transactions entered during the year
under review were in ordinary course of business and
on arm's length basis. All Related Party Transactions
were placed before the Audit Committee for review and
approval. Prior omnibus approvals are granted by Audit

Committee for Related Party Transactions which are
of repetitive nature, entered in the ordinary course of
business and are on arm's length basis.

The disclosure of Related Party Transactions as required
under Section 134[3)[h) of the Companies Act, 2013
read with Rule 8[2) of the Companies [Accounts) Rules
2014 in the Form AOC-2 is annexed as 'Annexure E' to
this report.

29. Particulars of loans, guarantees or
investments

The details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies
Act, 2013, are given in the notes forming part of
Financial Statements.

30. Public Deposits

During the year under review, the Company has not
accepted any deposit from the public / members
pursuant to Section 73 and Section 76 of the Companies
Act, 2013 read with the Companies [Acceptance of
Deposits) Rules, 2014, as amended from time to time,
and hence as on March 31, 2025 there are no deposits
outstanding, except as required statutorily and which
have been unclaimed at the end of the year under review.

31. Vigil Mechanism/ Whistle Blower Policy

The Company believes in upholding professional integrity
and ethical behavior in the conduct of its business. To
uphold and promote these standards, the Company
has adopted Whistle Blower Policy for its Directors and
Employees to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the
Code of Conduct without fear of reprisal.

During the year under review, two complaints were
received and both these complaints were resolved.

The vigil mechanism / whistle blower policy is available
on the Company’s website at www.heubach.com

32. Prevention of Sexual Harassment of
Women at Workplace

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace [Prevention,
Prohibition and Redressal) Act, 2013.

The Company has the Policy on Prevention of Sexual
Harassment at Workplace which is available on the
website of the Company at www.heubach.com

Further, below is the status of complaints received
under 'The Sexual Harassment of Women at Workplace
[Prevention, Prohibition and Redressal) Act, 2013:

33. Constitution of Internal Complaints
Committee

The Company has Internal Complaint Committee (ICC)
in place and complied with all the requirements of
provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

34. Details in respect of frauds reported
by auditors under Sub-Section (12) of
Section 143 of the Companies Act, 2013

No matter of actual or alleged fraud has been reported
by the auditors under Sub-Section (12) of Section 143
of the Companies Act, 2013.

35. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016, during the
year along with their status as at the end
of the Financial Year: Nil, hence not applicable.

36. 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:
Nil, hence not applicable.

37. No. of employees as on the closure of the
Financial Year:

38. Compliance of provisions of the Maternity
Benefit Act, 1961:

The company is in compliance with the applicable
provisions of Maternity Benefit Act, 1961.

39. Recognition:

Details of the awards received during the year under
review are disclosed separately in this Annual Report.

40. Other Disclosures
Change in nature of business

During the year, there has been no change in the nature
of the business of the company.

Details of deposits which are not in compliance with
the Chapter V of the Act: Nil

41. Acknowledgement

The Board of Directors wishes to place on record its
sincere appreciation for the support received from
its stakeholders including shareholders, bankers,
distributors, suppliers and business associates. The
Directors recognize and appreciate the sincere and hard
work, loyalty, dedicated efforts and contribution of all
the employees that ensured sustained performance in a
challenging business environment.

For and on behalf of the Board of Directors

Rajesh Rathi Sambit Roy

Chairman Managing Director

DIN (00018628) DIN (08291664)

Place: Navi-Mumbai,

Date: August 11, 2025