Your Directors are pleased to present the 74^th Annual Report together with the Audited Financial Statements of the Company for
the year ended 31^st March, 2025.

The annexed Financial Statements comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015, as amended from
time to time and other relevant provisions of the Act.

1. Financial Highlights:

(C in Lakhs)

2. (A) FINANCIALS:

Revenue from operations for the year ended
31^st March, 2025 aggregated to C253,394.5 lakhs
as against C214,142.9 lakhs achieved during the
previous year. Profit after tax for the year ended
31^st March, 2025 is C14,097.4 lakhs as against
C33,512.4 lakhs earned during the previous year.

For Subsidiary Companies' performance please refer
to Annexure II.

On a Consolidated basis, your Company's Total
Income for the year ended 31^st March, 2025 stood at

C337,898.8 lakhs, as compared to C255,586.3 lakhs in
Financial year 2023-24.

During the year under review, your Company
has delivered a robust financial and operational
performance on Revenue and EBITDA margins.
On a group level, highest ever EBITDA was achieved.
The group has adjusted EBITDA of C38,102 Lakhs
during the current financial year compared to
C31,641 Lakhs in previous year while acquired
group adjusted EBITDA achieved at C2,200 Lakhs.
Total adjusted EBITDA for FY 2024-25 for group stood
at C40,200 Lakhs.

On a standalone basis, highest ever EBITDA was achieved.
Company has reported EBITDA C35,089 Lakhs during
the current financial year compared to C27,511 Lakhs in
previous year. This business performance is result of our
overall strategy on building the Company's core pillars
towards which your Company was working for past
few years.

(B) EXPORTS:

Your Company continues to focus on export markets.
Initiatives are directed towards engaging with overseas
markets with a view to testing and demonstrating
international competitiveness and seeking profitable
opportunities for growth. During the year under review,
export revenue of pigment business has grown by
32%. Your Company continues to remain watchful
towards international geographies considering ongoing
geo-political issues.

(C) OPERATIONS:

Information on the operations of the Company and details
on state of affairs of the Company are covered in the
Management Discussion and Analysis Report.

(D) CAPACITY EXPANSION:

During the year, the Company continued its expansion
plans and has incurred capex spend of C 1,107.4 Lakhs.
This capital expenditure is primarily aimed at augmenting
production capacities at Roha and Mahad facilities.

(E) ACQUISITION OF THE GLOBAL PIGMENT BUSINESS
OPERATIONS OF HEUBACH GROUP:

Sudarshan Europe B.V., Wholly Owned Subsidiary of the
Company had entered into a definitive agreement on
11^th October, 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 3^rd March, 2025 for a preliminary purchase
consideration of approx. ?138,990.0 lakhs.

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) 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 in the
pigment industry.

Consequent to the said acquisition, the Group now consists
of 58 subsidiaries (including step-down subsidiaries)
and 2 joint venture companies. Further as a result of
this acquisition, Sudarshan Europe B.V., Wholly Owned
Subsidiary has indirectly acquired 54.36% shareholding in
Heubach Colorants India Limited, an entity listed on BSE
Limited and National Stock Exchange of India Limited.
As per the provisions of SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, as amended,
Sudarshan Europe B.V. is in a process of acquiring
upto 6,001,268 Equity Shares of Face Value C10/- each,
representing 26% of the voting share capital of Heubach
Colorants India Limited.

The said acquisition was funded by combination of equity
and debt. Details of funds raised by the Company through
issuance of Equity Shares are given in Point No. 4.(A) of
this Report.

(F) HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY /
ASSOCIATE / JOINT VENTURE COMPANIES:

Shareholders are requested to refer Annexure II for
highlights of performance of subsidiaries associates and
joint venture companies and their contribution to the
overall performance of the Company during the year
under review.

As on 31^st March, 2025, the Company has 58 subsidiaries
(including step-down subsidiaries) and 2 joint venture
companies. Pursuant to Rule 8(5)(iv) of the Companies
(Accounts) Rules, 2014, the names of the companies which
have been incorporated or ceased to be the subsidiaries,
or associate companies during the year under review are
provided in Annexure II.

During the year under review, the Company entered into
the agreement for sale of its entire investment (in the
form of Equity Shares) in Sudarshan Japan Limited, Wholly
Owned Subsidiary of the Company to Sudarshan Europe
B.V., another Wholly Owned Subsidiary of the Company
on 25^th March, 2025.

As a result of this transaction, Sudarshan Japan Limited has
ceased to be a Wholly Owned Subsidiary and has become
a Step - Down Subsidiary of the Company.

3. Dividend

The Board of Directors at its meeting held on 6^th March,
2024 declared an Interim Dividend of ?3.60/- (Three
Rupees and Sixty Paise only) per Equity Share of ?2.00/-
each (180%), which was paid to the eligible Shareholders
within the statutory timelines. The Board of Directors at

its meeting held on 17^th May, 2024, recommended a Final
Dividend of C1.00/- (One Rupee only) per Equity Share of
C2.00/- each (i.e. 50%) for FY 2023-24, which was approved
by the Shareholders at the 73^rd Annual General Meeting.
The Interim Dividend along with the recommended Final
Dividend aggregated to a total Dividend of ?4.60/- (Four
Rupees and Sixty Paise only) per Equity Share of ?2.00/-
each (230%) for the Financial Year 2023-24. The aforesaid
Interim and Final Dividend was paid to the eligible
Shareholders within the statutory timelines.

The Board of Directors at its meeting held on 25^th July, 2025,
recommended a Final Dividend of C4.50/- (Four Rupees
and Fifty Paise only) per Equity Share of C2.00/- each (i.e.
225%), which shall be paid within statutory timelines after
receipt of approval of Shareholders at the ensuing 74^th
Annual General Meeting on or before 20^th October, 2025.

In view of the changes made under the Income Tax
Act, 1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands
of Shareholders. The Company shall accordingly make the
payment of Final Dividend after deduction of tax at source.

The dividend payout is in accordance with the Dividend
Distribution Policy of the Company. The Dividend
Distribution Policy is provided as Annexure III to this
Report, and is also available on the website of the Company
https://www.sudarshan.com/dividend-distribution-
policy.pdf

4. (A) SHARE CAPITAL:

During the year under review, the Authorized Capital
of the Company was increased from ?15,00,00,000/-
(Rupees Fifteen Crores Only) divided into 7,50,00,000
(Seven Crore Fifty Lakh only) equity shares of ?2/-
(Rupees Two only) each to ?20,00,00,000/- (Rupees
Twenty Crores Only) divided into 10,00,00,000 (Ten
Crore Only) equity shares of ?2/- (Rupees Two only)
each ranking pari-passu with the existing equity
shares of the Company. The paid-up Equity Share
Capital as on 31^st March, 2025 was ?1,571.5 Lakhs.
Based on the approval accorded by the Board of
Directors, Committee of the Board of Directors and
Shareholders of the Company, the Company carried
out a fund raising exercise as explained below:

Fund raising through Preferential
Issue ('PI')

On 13^th December, 2024, the Company made
allotment of 9,80,000 Warrants each convertible
into, or exchangeable for 1 (one) fully paid up equity
share of the Company of face value of C2 each, which
may be exercised in one or more tranches during the
period commencing from the date of allotment of
the Warrants until expiry of 18 (Eighteen) months

to Mr. Rajesh Balkrishna Rathi, Member of the
Promoter and Promoter Group at a price of C 1,019.75
(Including premium of C 1,017.75 per Warrant) for
cash consideration not exceeding C9,993.55 Lakhs.

On 13^th January, 2025, the Company made allotment
of 18,69,000 fully paid-up equity shares of face
value of C2 each at a price of C1,043.33 (including
premium of C 1,041.33) per equity share aggregating
to approximately C19,499.84 Lakhs, to the identified
investors, not belonging to "Promoter and Promoter
Group" of the Company by way of a preferential issue
of Equity Shares on private placement basis, for cash
consideration, in accordance with the provisions of
Chapter V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

Fund raising through Qualified Institutions
Placement ('QIP')

On 29^th January, 2025, the Company made allotment
of 74,76,635 fully paid up equity shares of face value
of C2 each at a price of C1,070 per equity share
(including premium of C1,068 per equity share),
representing a discount of C37.89 to the floor price
of C1,107.89 per equity share, to the eligible Qualified
Institutional Buyers aggregating to approximately
C799,99.99 Lakhs, in accordance with the provisions
of Chapter VI of the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018.

Except above, there was no public issue, rights issue,
bonus issue during the year. The Company has not
issued shares with differential voting rights or sweat
equity shares.

(B) NON - CONVERTIBLE DEBENTURES:

The Board of Directors at its meeting held on
28^th March, 2022, had accorded its approval for
issue of unsecured non-convertible debentures
on private placement basis upto C20,000 Lakhs, in
one or more tranches / series, subject to approval
of Shareholders. Approval of Shareholders by way
of Special Resolution through Postal Ballot was
received on 13^th May, 2022. The Finance Committee
of the Board of Directors vide its resolution dated
18^th July, 2022, approved allotment of 990 (Nine
Hundred and Ninety only) Unsecured, Rated, Listed,
Taxable, Redeemable Non-Convertible Debentures
("NCDs") with face value of C1,000,000/- each on
private placement basis. The said NCDs are listed on
the Wholesale Debt Market Segment of BSE Limited
effective 21^st July, 2022 (ISIN: INE659A08036; BSE
Scrip Code: 974058).

Further, on 18^th July, 2025 the NCDs were
redeemed in full.

5. TRANSFER TO RESERVE:

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

6. FIXED 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
31^st March, 2025, there are no deposits outstanding,
except as required statutorily and which have remained
unclaimed at the end of the year under review.

7. DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies
Act, 2013, Directors of the Company, to the best of
their knowledge and belief with respect to FY 2024-25,
state that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been
followed 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 at the end of financial year 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 are
operating effectively; and

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

8. CORPORATE GOVERNANCE:

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations,
2015") a separate chapter titled 'Report on Corporate
Governance' has been included in this Annual Report,

along with the reports on the Management Discussion
and Analysis and Shareholders' Information.

The Managing Director and the Chief Financial Officer
have certified to the Board with regard to the financial
statements and other matters as specified under the SEBI
Listing Regulations.

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

9. MANAGEMENT DISCUSSION ANALYSIS:

A Management Discussion and Analysis Report covering a
wide range of issues relating to industry trends, Company
Performance, Business and Operations is given separately
in the Annual Report.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Regulation 34(2) of the SEBI Listing Regulations, 2015, as
amended, inter alia, provides that the annual report of the
top 1000 listed entities based on market capitalisation
(calculated as on 31^st March of every financial year),
shall include a Business Responsibility and Sustainability
Report ("BRSR").

Since the Company is amongst the top 1000 listed entities
as on 31^st March, 2025, the Company has presented its BRSR
for FY 2024-25, which forms part of this Annual Report.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES:

All transactions entered into with related parties during the
financial year were in the ordinary course of business and
at arm's length basis, which were approved by the Audit
Committee. The Board has approved a policy for related
party transactions which is available on the Company's
website at https://www.sudarshan.com/related-party-
transaction-policy.pdf

The particulars of contracts or arrangements made with
related parties pursuant to Section 188 is covered in
Notes to the Financial Statements and material contracts
/ arrangements made with related parties is given in
Form AOC-2 which is attached as Annexure IV to this
report. None of the transactions with any of the related
parties were in conflict with the interest of the Company.
Attention of the members is drawn to the disclosure set
out in Notes to Financial Statements forming part of the
Annual Report.

The particulars of loans / advances / investments etc.,
required to be disclosed pursuant to Para A of Schedule
V of the SEBI Listing Regulations, 2015, are furnished as a
part of the Financial Statements.

The transaction(s) of the Company with any person or
entity belonging to the promoter / promoter group which
hold(s) more than 10% shareholding in the Company as
required pursuant to Para A of Schedule V of the SEBI
Listing Regulations, 2015 is disclosed separately in the
Financial Statements of the Company.

Prior omnibus approval of the Audit Committee was
obtained for all related party transactions which were
foreseen and repetitive in nature as well as for transactions
which were not foreseen and details of which were not
available, upto the limits as specified in the Companies Act,
2013 and SEBI Listing Regulations, 2015.

There were no Material Related Party Transactions entered
into by the Company or its subsidiaries requiring approval
of the Members of the Company in terms of Regulation 23
of the SEBI Listing Regulations, 2015 and Section 188 of the
Companies Act, 2013.

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.

As on 31^st March, 2025, the composition of the Audit
Committee is as under -

a) Mrs. S. P. Navandar - (Non-Executive and Independent
Director) Chairperson

b) Mr. N. T. Raisinghani - (Non-Executive and
Independent Director) Member

c) Ms. B. Batra - (Non-Executive and Independent
Director) Member

Changes in Audit Committee Members

Mrs. S. A. Panse ceased to be a Chairperson of the Audit
Committee and Mr. D. N. Damania, Mr. S. Padmanabhan
and Mr. S. K. Asher ceased to be Members of the
Audit Committee effective close of business hours on
2^nd August, 2024.

Mr. S. P. Navandar was appointed as a Chairperson and
Mr. N. T. Raisinghani and Ms. B. Batra was were appointed
as Members of the Audit Committee effective close of
business hours on 2^nd August, 2024.

All recommendations made by the Audit Committee were
deliberated and accepted by the Board during FY 2024-25.

Details of the current committee members are
also available on website of the Company at
chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/
https://www.sudarshan.com/Composition%20of%20
Committees%20and%20KMP-new.pdf.

13. OTHER COMMITTEES OF THE BOARD

The following Committees constituted by the Board
to effectively cater its duties towards diversified role
under the Companies Act, 2013 and the SEBI Listing
Regulations, 2015:

Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee

Details of composition, terms of reference and number
of meetings held in FY 2024-25 for the aforementioned
committees are given in the Report on Corporate
Governance, which forms a part of this Report.

14. CORPORATE SOCIAL RESPONSIBILITY:

The Company has in place a Corporate Social Responsibility
("CSR") Committee constituted as per the provisions of
Section 135 of the Companies Act, 2013, and Rules made
thereunder, details of which are mentioned in the Report
on Corporate Governance forming part of this Annual
Report. The Company has been carrying out various
CSR activities in the areas specified in terms of Section
135 read with Schedule VII of the Companies Act, 2013,
and Rules made thereunder. The details of CSR activities
undertaken by the Company are annexed herewith as
Annexure V. The CSR Policy of the Company is available
on the Company's website at https://www.sudarshan.
com/corporate-sustainability-(csr)-policy.pdf

CSR Policy in brief: The focus of the CSR activities is on
women empowerment, environment, health, community
development, and education etc., and the projects would
be planned and implemented accordingly.

The Company shall spend at least 2% (two per cent) of
the average net profits, calculated in accordance with the
provisions of the Companies Act, 2013, and Rules made
thereunder, made by it in the three immediately preceding
financial year. The Annual Report on CSR activities is
annexed herewith as Annexure V.

15. RISK MANAGEMENT AND CONTROL:

The Company has put in place appropriate risk assessment
and minimisation procedures, which are reviewed by the
Risk Management Committee, Audit Committee and the
Board. As per the requirements of SEBI Listing Regulations,
2015, a Risk Management Committee has been constituted
with responsibility of preparation of Risk Management
Plan, reviewing and monitoring the same on regular
basis, to identify and review critical risks on regular basis,
to report key changes in critical risks to the Board on an
ongoing basis, to report critical risks to Audit Committee

in detail on yearly basis and such other functions as may be
prescribed by the Board. The Committee is supported by an
Enterprise Risk Management ("ERM") team which provides
advice on various risks and the appropriate governance
framework and ensures that risks are identified, measured
and managed in accordance with the Company's policies
and risk objectives. The Committee holds meetings
periodically where gap between two meetings does not
exceed 210 days and that at least two meetings are held
in a financial year. The risks faced by the Company and
their minimization procedures are assessed periodically.

According to Section 134(5)(e) of the Companies Act,
2013, and Rules made thereunder, the term Internal
Financial Control ("IFC") means the policies and
procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial
information. The Company has a well-placed, proper
and adequate internal financial control system which
ensures that all assets are safeguarded and protected
and that the transactions are authorised, recorded and
reported correctly. The Company's internal financial
control system also comprises due compliances with
Company's policies and Standard Operating Procedures
("SOPs") and audit and compliance checks by the Statutory
Auditors and the Internal Auditor. The Internal Auditors
independently evaluate the adequacy of internal controls
and concurrently audit the majority of the transactions in
value terms. Independence of the audit and compliance
is ensured by direct reporting of Internal Auditors to the
Audit Committee of the Board. To further strengthen
the compliance processes, the Company has an internal
compliance tool for assisting statutory compliances.
This process is automated and generates alerts for proper
and timely compliance. Risk Management Policy is available
on the Company's website at https://www.sudarshan.
com/risk-management-policy.pdf

Details of the Risk Management Committee are given in
the Report on Corporate Governance.

16. POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

The Company's policy on appointment of Directors,
including criteria for determining qualifications, positive
attributes, independence of a Director is available on the
website of the Company at https://www.sudarshan.com/
perch/resources/remuneration-policy.pdf. The policy on
Remuneration and other matters provided in Section
178(3) of the Act, is available on https://www. sudarshan.
com/ perch/resources/remuneration-policy.pdf.

During the year under review, the managerial remuneration
paid to the Directors and Key Managerial Personnel was in
terms of the provisions of the Companies Act, 2013 and
Rules made thereunder and SEBI Listing Regulations, 2015
and the terms of approval granted by the Shareholders for
payment of Managerial Remuneration, as the case may be.

Further, as per the provisions of Sections 196, 197,
198, Schedule V and other applicable provisions of the
Companies Act, 2013, and Rules made thereunder, as
amended from time to time, and Regulation 17(6)(e) of SEBI
Listing Regulations, 2015, approval of the Shareholders
by way of Special Resolution was accorded at the 73^rd
Annual General Meeting for payment of remuneration to
Mr. R. B. Rathi (DIN: 00018628), Managing Director, in
excess of C5 Crores or 2.5% of the net profits of the
Company, whichever is higher, during the remaining
tenure of his appointment upto 31^st May, 2028 which shall
not exceed the limits specified in the applicable provisions
of The Companies Act, 2013 and Rules made thereunder,
read with Schedule V appended to the Act.

17. CHANGES IN DIRECTORS AND KEY MANAGEMENT
PERSONNEL:

During the year under review:

a. Mr. P. R. Rathi (DIN: 00018577), Non-Executive
and Non-Independent Director, was liable to
retire by rotation, and being eligible, had offered
himself for the re-appointment at the 73^rd Annual
General Meeting held on 2^nd August, 2024.
Based on the recommendation of the Nomination
and Remuneration Committee and the Board
of Directors, approval of Shareholders was
accorded at the 73^rd Annual General Meeting for
re-appointment of Mr. P. R. Rathi as a Non-Executive
and Non-Independent Director, liable to retire
by rotation.

b. Based on the recommendation of the Nomination
and Remuneration Committee and the Board of
Directors, Ms. B. Batra (DIN: 03502004), Mrs. A. A.
Wakhlu (DIN: 00122052) and Mrs. S. P. Navandar (DIN:
02804964) were appointed as Non-Executive and
Independent Directors, not liable to retire by rotation
for a term of 5 years effective from 2^nd August, 2024
to 1^st August, 2029, which were also approved by
the Shareholders at the 73^rd Annual General Meeting
held on 2^nd August, 2024.

c. Mr. D. N. Damania (DIN: 00403834), Mr. S. Padmanabhan
(DIN: 00001207), Mr. S. K. Asher (DIN: 00008221), and
Mrs. R. F. Forbes (DIN: 00137326), ceased to be Non -
Executive and Independent Directors of the Company
effective close of business hours on 6^th August, 2024
on account of completion of their second term as
Independent Directors of the Company.

d. Mr. A. N. Rathi (DIN: 00018683) resigned as a
Non-Executive and Non-Independent Director of the
Company effective 14^th February, 2025.

e. Subsequent to the financial year ended on 31^st March,
2025, Mr. P. R. Rathi (DIN: 00018577) resigned as a
Chairman and Non-Executive and Non-Independent
Director of the Company effective close of business
hours on 29^th May, 2025.

f. Consequently, the Board, at its meeting held on
29^th May, 2025, appointed Mr. R. B. Rathi, to act as a
Chairman of the Company effective close of business
hours on 29^th May, 2025, in addition to his current role
of Managing Director.

As per the provisions of Section 152 of the Companies
Act, 2013, and Rules made thereunder and as per the
Articles of Association of the Company, and based on the
recommendations of the Nomination and Remuneration
Committee and the Board of Directors, Mr. A. Vij
(DIN: 08140194) Wholetime 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 74^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.
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"). NRC 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 74^th
Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL:

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

a. Mr. R. B. Rathi, Chairman and Managing Director
(Mr. R. B. Rathi was appointed as a Chairman effective
close of business hours on 29^th May, 2025, in addition
to his current role of Managing Director)

b. Mr. A. Vij, Wholetime Director

c. Mr. Nilkanth Natu, Chief Financial Officer

d. Mr. Mandar Velankar, General Counsel and
Company Secretary

18. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act,
the Independent Directors have submitted declarations
that each of them meets the criteria of independence as
provided in Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) of the SEBI
Listing Regulations, 2015.

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' ("IICA") and that they are exempt / have cleared
the Online Proficiency Assessment Test, as applicable.

In 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 FY 2024-25.

Annual Evaluation of Board of Directors, its
Committees and Individual Directors:

The Board of Directors upon recommendation of the
Nomination and Remuneration Committee has laid
down the criteria for performance evaluation of Board
of the Company, its Committees and the individual
Board members, including Independent Directors, and
accordingly, an annual evaluation of the performance of

the Board, Committees and individual Directors has been
carried out pursuant to the provisions of the Act and SEBI
Listing Regulations, 2015.

The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on
the basis of criteria such as the board composition and
structure, effectiveness of board processes, information
and functioning etc.

The performance of the committees was evaluated
by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India on 5^th January, 2017.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the Board as
a whole and the Chairman of the Company was evaluated,
taking into account the views of Executive Directors and
Non-Executive Director.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
Directors on the basis of criteria such as the contribution
of the individual Director to the Board and committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in
meetings, etc.

At a separate Board Meeting, 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. The Directors
were satisfied with the evaluation results, which reflected
the overall commitment and sense of duty. The Board
has also adopted a Board Diversity Policy. The policies of
Board diversity and performance evaluation of Directors
of the Company can be accessed from the company's
website at https://www.sudarshan.com/board-diversity-
remuneration-and-succession-policy.pdf

19. EMPLOYEE STOCK OPTION:

"Sudarshan Employee Stock Option Plan 2018 ("Sudarshan
ESOP Plan 2018 / Plan")" and "Sudarshan Employee Stock
Option Scheme 2018 ("Sudarshan ESOP Scheme 2018
/ Scheme")" were approved based on the approvals
accorded by the Nomination and Remuneration
Committee and Board of Directors dated 27^th June, 2018
and approval accorded by the Shareholders at the 67^th
Annual General Meeting held on 9^th August, 2018. The Plan
and Scheme were introduced pursuant to provisions of
SEBI (Share Based Employee Benefits) Regulations, 2014.

In 2021, SEBI introduced new Regulations viz.
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, for regulating the ESOP Schemes.
Therefore, an approval of Shareholders at the 73^rd Annual
General Meeting for making consequential amendments /
changes for implementation of Sudarshan ESOP Plan 2018
was obtained in terms of the aforesaid SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, the Nomination and
Remuneration Committee did not approve any options /
Stock Appreciation Rights ("SARs") to eligible employees.

During the financial year under review, there were no
material changes in the Employee Stock Option Plan of the
Company and the Plan is in compliance with SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021. Ms. Ruchi Bhave, Secretarial Auditor of the Company
has reviewed and certified that the Plan of the Company
has been implemented in accordance with SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 and the resolutions passed by the Members for the
respective Plan. A copy of the compliance certificate will be
placed at the ensuing AGM for inspection by the Members.

Disclosures pursuant to SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 are given in
the Notes to Accounts section of this Annual Report.

20. INDUSTRIAL RELATIONS:

Industrial relations continue to remain cordial at Roha
and Mahad plants and at R & D Laboratory situated at
Ambadvet (Sutarwadi), Dist. Pune. The Board of Directors
records its appreciation of the commitment and support
of employees at all levels.

21. FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS:

The Company believes that a Board, which is well
informed / familiarised with the Company and its affairs,
can contribute significantly and effectively discharge its
role of trusteeship in a manner that fulfills stakeholders'
aspirations and societal expectations. In pursuit of this,
the Directors of the Company are updated on changes
developments in the domestic / global corporate
and industry scenario including those pertaining to
statutes / legislations and economic environment and
on matters affecting the Company. The details of the
programmes are placed at https://www.sudarshan.com/
bpd-familiarisation-of-independent-directors.pdf

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

Pursuant to the provisions of 'The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013', the Company has complied with

the provisions relating to the constitution of the Internal
Complaints Committee under the said Act. During the
year under review, two complaints were received by the
Internal Complaints Committee. Both of these complaints
were redressed during the year. To build awareness
amongst its employees, the Company has been conducting
induction/training programmes in the organisation on a
continuous basis.

The Company has the Policy on Prevention of Sexual
Harassment at Workplace which is available on the website
of the Company at https://www.sudarshan.com/policy-on-
prevention-of-sexual-harassment-at-workplace.pdf

Pursuant to the provisions of 'The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013', Annual Report for Calendar Year
2024 was submitted for all locations of the Company
within the statutory timelines.

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

23. AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139, 142 of the
Companies Act, 2013, and Rules made thereunder
M/s. S R B C & CO LLP (Firm Registration No.: 324982E/
E300003), Chartered Accountants, Pune, were appointed
as Statutory Auditors of the Company for a term of
5 (Five) years i.e. from the conclusion of 71^st Annual
General Meeting upto the conclusion of the 76^th Annual
General Meeting to be held in year 2027. 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 on Standalone
Financial Statements does not contain any qualifications,
reservations, adverse remarks or disclaimer. However, the
Auditor's Report on Consolidated Financial Statements
contain the following Qualifications-

"We draw your attention to the following paragraph
included in the audit report of Heubach Colorants India
Limited, a subsidiary of the Holding Company, issued by
other auditors vide their report dated July 16, 2025, and
reproduced by us as under:

We draw attention to Note 16 which describes that the
Board of Directors is assessing the effect on the financial
statements with respect to transfer of certain items of
property, plant and equipment. 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 Heubach Colorants
India Limited to the Statutory Auditors' qualifications on
consolidated financial statements is reproduced below,
the contents of which are self-explanatory.

The Management of Heubach Colorants India Limited, a
subsidiary of the company 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 of Heubach Colorants India Limited
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."

24. COST AUDITORS:

Pursuant to Section 148 of the Companies Act,2013 read
with the Companies (Cost Records and Audit) Rules, 2014,
as amended from time to time, the Board has appointed
Mrs. Ashwini Kedar Joshi (Sole Proprietor), Cost Accountant,
Pune (Registration No.: 102387) for conducting the cost
audit of the Company for FY 2025-26.

Mrs. Joshi has confirmed that her appointment is within
the limits of Section 141(3)(g) of the Companies Act,
2013, and Rules made thereunder, and has also certified
that she is free from any disqualifications specified under
Section 141(3)(g) of the Companies Act, 2013, and Rules
made thereunder, and has also certified that she is free
from any disqualifications specified under Section 141(3)
and proviso to Section 148(3) read with Section 141(4)
of the Act.

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' ratification
for remuneration to be paid to Cost Auditor is included in
the Notice convening the 74^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 disclaimer.

25. SECRETARIAL AUDIT AND SECRETARIAL
STANDARDS:

The Secretarial Audit Report submitted by the Secretarial
Auditor in the prescribed form MR - 3 is attached as
Annexure VI and forms part of this report.

The Secretarial Audit Report does not contain any
qualifications, reservations, adverse remarks or disclaimer.

Secretarial Audit Report of Material Unlisted Subsidiary

Pursuant to Regulation 24(A) of SEBI Listing Regulations,
a listed company is required to annex the secretarial
audit report of its material unlisted subsidiary in India
to its Annual Report. The Secretarial Audit Report of
RIECO Industries Limited, a material unlisted Wholly
Owned Subsidiary, in the prescribed form MR-3 has
been annexed to this Report as Annexure-VI as per
SEBI Listing Regulations, 2015. The Secretarial Audit
was conducted by Mr. Rajesh Karunakaran, Proprietor,
M/s. Rajesh Karunakaran & Co., Company Secretaries,
(FCS: 7441, CP No. 6581) Pune, who was appointed as
the Secretarial Auditor of RIECO Industries Limited for
the Financial Year 2024-25. The said Report does not
contain any qualification, reservation, adverse remark or
disclaimer.

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").

26. INTERNAL AUDITORS:

PricewaterhouseCoopers Pvt. Ltd., Chartered Accountants,
Pune, 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, PricewaterhouseCoopers Pvt. Ltd. carried out
the Internal Audit of the Company. The Internal Audit
was completed as per the scope defined by the Audit
Committee from time to time.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds
reported by the auditors to the Audit Committee or the
Board under Section 143(12) of the Companies Act, 2013,
and Rules made thereunder.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:

Your Company has clearly laid down policies, guidelines
and procedures that form part of internal control systems,
which provide for checks and balances. The Company

has maintained a proper and adequate system of internal
controls. The system is designed to provide a reasonable
degree of assurance regarding the effectiveness and
efficiency of operations, the reliability of financial controls
and compliance with applicable laws and regulations.
The organisation is well structured and the policy guidelines
are well documented with pre-defined authority where
monetary decision is involved. Structured management
information and reporting systems together with an
exhaustive budgetary control process for all major
operational activities form part of the overall control
mechanism to ensure that requisite information related
to all operations are reported and are available for control
and review. The Company has established a well laid out
policy to maintain the highest standards of environment,
safety and health while maintaining operational integrity.
This policy is strictly adhered to at all locations of the
Company. The Company's internal control systems
commensurate with the nature and size of its business
operations. The Audit Committee of the Board of Directors
regularly reviews the adequacy of internal control system.

The Company, with a view to encourage independent
approach, has appointed a team of qualified professionals
in the form of Internal Auditors duly supported by
the Finance Department who conduct operational
and system audits in accordance with an audit plan
approved by the Audit Committee. Internal Auditors
as part of their assignment, evaluate and assess the
adequacy and effectiveness of internal control measures
and the compliance with policies, plans and statutory
requirements. The internal audit reports are reviewed at
Audit Committee Meetings and appropriate action on the
recommendations is initiated by the Management.

29. RESEARCH AND DEVELOPMENT:

The Company recognizes the need to have well equipped
Research & Development ("R&D") facilities to meet
customer requirements and developing cutting edge
products. As a natural corollary, your Company continues
to invest in a comprehensive R&D Programme leveraging
its world-class infrastructure, benchmarked processes,
state-of-the-art technology and a business focused
R&D strategy.

The Company has spent C3,248.6 Lakhs during the year
under review on R&D. Company's in-house R&D facilities
are recognised by The Ministry of Science and Technology,
New Delhi, on behalf of The Government of India.

Details related to Research and Development are
mentioned in Annexure I to this Report.

Details of Expenditure incurred on Research and
Development are as follows:

(C In Crores)

30. RECLASSIFICATION UNDER REGULATION 31A OF
SEBI LISTING REGULATIONS, 2015:

Mr. Anuj Narayandas Rathi (5,447,620 equity shares held
i.e. 6.93%), Mr. Narayandas Jagannath Rathi (437,650
equity shares held i.e. 0.56%), Mrs. Archana Anuj Rathi
(nil equity shares held), Anuj Narayandas Rathi (HUF)
(nil equity shares held) and NJR Finance Private Limited
(nil equity shares held), belonging to the category of
"Promoter and Promoter Group" of the Company, had each
vide requests for reclassification dated 14^th February, 2025
under Regulation 31A of SEBI Listing Regulations, 2015
requested the Company for reclassification to the "Public"
category. The Board of Directors at its meeting held on
14^th February, 2025 considered the aforesaid requests and
were of the view that the aforesaid requests made were
in compliance with the provisions of Regulation 31A of
SEBI Listing Regulation, 2015. The Company received no
objection / approval letters from the Stock Exchanges
on 4^th April, 2025. Further, approval of the Shareholders
by way of an Ordinary Resolution was accorded on
24^th May, 2025. Accordingly Mr. Anuj Narayandas Rathi,
Mr. Narayandas Jagannath Rathi, Mrs. Archana Anuj Rathi,
Anuj Narayandas Rathi (HUF) and NJR Finance Private
Limited (collectively holding 5,885,270 equity shares
i.e. 7.49%) have been reclassified from "Promoter and
Promoter Group" category to "Public" category.

Mr. Pradeep Ramwilas Rathi (3,424,740 equity shares held
i.e. 4.36%), Mr. Rahul Pradeep Rathi (3,023,859 equity
shares held i.e. 3.85%) and Mrs. Subhadra Pradeep Rathi
(nil equity shares held), belonging to the category of
"Promoter and Promoter Group" of the Company, had
each vide requests for reclassification dated 29^th May,
2025 under Regulation 31A of SEBI Listing Regulations,
2015 requested the Company for reclassification to the
"Public" category. The Board of Directors at its meeting
held on 29^th May, 2025 considered the aforesaid requests
and were of the view that the aforesaid requests made
were in compliance with the provisions of Regulation 31A
of SEBI Listing Regulation, 2015. The Company received
no objection / approval letters from the Stock Exchanges
on 15^th July, 2025. The Company is in process of seeking
approval of Shareholders for reclassification of shares held
by Mr. Pradeep Ramwilas Rathi, Mr. Rahul Pradeep Rathi
and Mrs. Subhadra Pradeep Rathi (collectively holding
6,448,599 equity shares i.e. 8.21%) from "Promoter and
Promoter Group" category to "Public" category.

31. DISCLOSURES:

Board and its Committees:

The details of the Board and its Committees are given in
the Report on Corporate Governance.

Meetings of the Board:

During the Financial Year 2024-25, 9 (Nine) Board
Meetings were held, details of which are given in the
Report on Corporate Governance, which is a part of this
Annual Report.

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

Material changes and commitments if any, affecting
the financial position of the Company:

There have been no material changes and commitments
affecting the financial position of the Company, which
have occurred between the end of the financial year and
the date of this report.

Annual Accounts of Subsidiary Companies:

A copy of the Audited Financial Statements for each of
the Subsidiary Companies for the year ended 31^st March,
2025, wherever applicable, will be made available to the
members of the Company seeking such information at any
point of time and will also be available for inspection at the
Registered Office of the Company during working hours
till the date of the 74^th Annual General Meeting. The same
shall also be placed on the website at www.sudarshan.com.
The salient features of Financial Statements of Subsidiary
Companies is given in Annexure II of this report.

RIECO Industries Limited and Sudarshan Europe B.V. are the
Material Subsidiaries of the Company for the year ended
31^st March, 2025. The Company has complied with all the
legal requirements in respect of the Material Subsidiary.

In conformity with the provisions of the SEBI Listing
Regulations, 2015, the Board has formulated a
policy for determining "Material Subsidiaries".
The Policy can be accessed from the Company's
website http://www.sudarshan.com/perch/resources/
material-subsidiarypolicy.pdf

There has been no material change in the nature of the
business of Subsidiaries.

Consolidated Financial Statements:

Your Company's Board of Directors is responsible for the
preparation of the Consolidated Financial Statements of
your Company and its Subsidiaries ("the Group"), in terms
of the requirements of the Companies Act, 2013 and in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act.

The respective Board of Directors of the companies
included in the Group are responsible for maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets and for
preventing and detecting frauds and other irregularities,
the selection and application of appropriate accounting
policies, making judgments and estimates that are
reasonable and prudent, and the design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant
to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error,
which have been used for the purpose of preparation of
the Consolidated Financial Statements by the Directors of
your Company, as aforesaid. The Consolidated Financial
Statements of the Company and its subsidiaries is provided
separately and forms part of the Annual Report.

Reporting on Audit Trail Feature:

In terms of requirements prescribed by proviso to Rule
3(1) of the Companies (Accounts) Rules, 2014, for the
Financial Year commencing on or after the 1^st day of April,
2023, every company that uses accounting software for
maintaining its books of account should ensure that the
accounting software used has an audit trail feature that
cannot be disabled.

Your Company has used accounting software for
maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions
recorded in the software, except that audit trail feature
is not enabled for changes, if any, made using certain
administrative access rights to the application and
underlying database, as more particularly described in
note 58 to the financial statements. These administrative
rights were restricted to limited users. Further, these
administrative access rights at the application level have
been revoked and audit trail feature at database is enabled
subsequent to the year end. Further, no instance of audit
trail feature being tampered with was noted in respect
of such accounting software where the audit trail has
been enabled.

Vigil Mechanism / Whistle Blower Policy:

Your Company's Whistle Blower Policy encourages
Directors and employees and business associates to
bring to the Company's attention, instances of unethical
behaviour, actual or suspected incidents of fraud or
violation of the Code of Conduct that could adversely
impact your Company's operations, business performance
and / or reputation. The Policy provides that the Company
investigates such incidents, when reported, in an impartial
manner and takes appropriate action to ensure that

requisite standards of professional and ethical conduct are
always upheld. It is your Company's Policy to ensure that
no employee is victimized or harassed for bringing such
incidents to the attention of the Company. The practice
of the Whistle Blower Policy is overseen by the Audit
Committee and no employee has been denied access to
the Committee.

During the year under review, no complaint was received
from a whistleblower.

The vigil mechanism / whistle blower policy is available on
the Company's website at https://www.sudarshan.com/
whistle-blower-vigil-mechanism-policy.pdf

Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013, and Rules made thereunder, the
Annual Return of the Company in Form MGT-7 for the year
under review is available on the website of the Company
at www.sudarshan.com

Particulars of loans, guarantees or investments
under Section 186:

Information regarding loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013, has been disclosed in the Audited
Financial Statements.

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo:

Information regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 and Rule 8 of the Companies (Accounts) Rules, 2014
is attached to this Report vide Annexure I.

Particulars of Employees and Related Parties:

The information required pursuant to Section 197(12)
of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, has been
provided as Annexure VII.

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

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

Significant and Material Orders passed by the
Regulators and Courts:

There are no significant material orders passed by
regulators or courts which would impact the going
concern status of the Company and its future operations.

Restriction on purchase by Company or giving of
Loans by it for purchase of its Shares:

Pursuant to the provisions of Section 67(3)(c) of the
Companies Act, 2013, and Rules made thereunder, the
Company has not given any loan exceeding the limit
mentioned therein, to persons in the employment of
the Company other than its Directors or Key Managerial
Personnel, for purchase or subscribe shares of the Company.

Statement of Deviation(s) and Variation(s):

During the Financial Year 2022-23, the Company allotted
990 Rated, Listed, Taxable, Unsecured, Redeemable Non
- Convertible Debentures ("NCDs") on 18^th July, 2022, on
private placement basis. The said NCDs are listed on the
Wholesale Debt Market Segment of BSE Limited effective
21^st July, 2022. During the year under review, there is no
deviation / variation in use of debt issue proceeds.

The Company has made necessary disclosures to the Stock
Exchanges, Debenture Trustees, within statutory timelines,
as per the provisions of SEBI Listing Regulations, 2015,
and any other Rules & regulations as may be applicable
confirming no deviation / variation in use of debt issue
proceeds. Further, the said NCDs were redeemed on
18^th July, 2025 in full.

Fund raising through Preferential Allotment ('PI')

On 13^th December, 2024, the Company made allotment of
9,80,000 warrants each convertible into, or exchangeable
for, 1 (one) fully paid up equity share of the Company of face
value of C2 each, which may be exercised in one or more
tranches during the period commencing from the date
of allotment of the Warrants until expiry of 18 (Eighteen)
months to Mr. Rajesh Balkrishna Rathi, Member of the
Promoter and Promoter Group and Managing Director at
a price of C1,019.75 (Including premium of C1,017.75 per
Warrant) for cash consideration of C2,498.31 Lakhs, being
25% of the total consideration amount of C9,993.55 Lakhs.

On 13^th January, 2025, the Company made allotment
of 18,69,000 fully paid-up equity shares of face value of
C2 each at a price of C1,043.33 (including premium of
C 1,041.33) per equity share aggregating to approximately
C19,499.84 Lakhs, to the identified investors, not belonging
to "Promoter and Promoter Group" of the Company by
way of a preferential issue of Equity Shares on private
placement basis, for cash consideration, the provisions
of Chapter V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

Fund raising through Qualified Institutions
Placement ('QIP')

On 29^th January, 2025, the Company made allotment of
74,76,635 fully paid up equity shares of face value of C2 each
at a price of C1,070 per equity share (including premium
of C1,068 per equity share), representing a discount of

C37.89 to the floor price of C1,107.89 per equity share, to
the eligible Qualified Institutional Buyers aggregating to
approximately C79,999.99 Lakhs, in accordance with the
provisions of Chapter VI of the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018.

Pursuant to the provisions of regulation 32(7A) of the SEBI
Listing Regulations, Issue proceeds of the Preferential Issue
of Convertible Warrants amounting to C2,498.31 Lakhs
(being 25% of the total consideration) and Preferential
Issue of Equity Shares of C19,499.84 Lakhs have been fully
utilized by the Company for the same objects or purposes
for which funds were raised and there is no unutilized
amount as at the end of the quarter ended 31⁵¹ March, 2025.

Out of the total proceeds of QIP Issue amounting to
C79,999.99 Lakhs, C286.87 Lakhs remained unutilized as
on 31^st March, 2025, and the rest of the proceeds were
utilized for the same objects or purposes for which funds
were raised.

The Company has made necessary disclosures to the Stock
Exchanges within statutory timelines, as per the provisions
of SEBI Listing Regulations, 2015, and any other Rules &
regulations as may be applicable confirming no deviation
/ variation in use of proceeds of preferential allotment and
qualified institutional placement.

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.

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.

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

Compliance of provisions of the Maternity Benefit
Act, 1961:

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

32. RECOGNITION:

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

33. APPRECIATION:

The Directors thank the Company's employees, customers, vendors, investors and business partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries
and concerned Government departments and agencies for their co-operation.

Your Directors place on record their gratitude to Bank of Maharashtra, State Bank of India, ICICI Bank Limited, HDFC Bank
Limited, The Hongkong and Shanghai Banking Corporation Limited, Citi Bank N.A., Axis Bank Limited, Standard Chartered
Bank and The Federal Bank Limited for their co-operation and assistance.

The Directors appreciate and value the contribution made by every member of the Sudarshan family.

For and on Behalf of the Board of Directors

Date: 25^th July, 2025 R. B. RATHI

Place: Pune Chairman and Managing Director

DIN: 00018628