Your Board of Directors of the Company ("Board") are pleased to present the Fourth (4th)Annual Report of Neptune Petrochemicals Limited ('NPL' or 'your Company' or 'theCompany') on the business, operations and performance along with Audited FinancialStatements of the Company.
The Audited Financial Statements of your Company as of March 31, 2025 have beenprepared in accordance with the relevant applicable Accounting Standards, Regulation 33 ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing Regulations"), and the applicable of the Companies Act, 2013("Act").
Particulars
2024-25
2023-24
Revenue from Operations
94,793.78
66,773.78
Other Income
1122.94
823.02
Total Revenue
95916.72
67596.80
Earnings Before Interest,Depreciation and AmortizationExpense and Taxes
3477.49
2862.30
Less: - A) Finance Cost
12.89
25.64
Less: - B) Depreciation andAmortization Expense
64.67
16.53
Profit / (Loss) before Extra¬Ordinary Items and tax
3399.93
2820.13
Add/(Less): Extra-OrdinaryItem
-
Profit/(Loss) after ExtraOrdinary Items and before tax
Total Tax Expense
889.88
742.71
Share of Associate's Profit
Profit / (Loss) After Tax
2510.05
2077.42
Earnings Per ShareBasic / Diluted
15.62
20774.20
Your Company took several initiatives during the last financial year that helped in achievingand consolidating growth in production and sales volumes. Your company achieved majorincrease the sales in the product being manufactured and marketed in-house.
During the year under review, the Company had a revenue from operations of Rs.94,793.78Lakhs against Rs. 66,773.78 Lakhs in the previous year, which has increased to 41.96% ascompared to the previous financial year. The net profit of the Company was placed at Rs.2510.05 Lakhs as against Rs. 2077.42 Lakhs in the previous year. The net profit has increasedby 20.83 % compared to previous year. EPS of the company is impacted during the currentyear due to Increase in shares during the year by way of Bonus Issue and Private Placementof shares.
Your directors are hopeful that the performance of the Company will further improve in thecoming years.
The Company has no Subsidiary, Joint Venture (JV) And Associate Companies.
During the financial year ended March 31, 2025, there has been no change in the Company'snature of business.
During the year under review, the Company has profit Rs. 2510.05 Lakh. The amount hasbeen transferred to Reserves and Surplus.
Particulars of loans given, investments made, guarantees given and securities providedduring FY 2024-25 in accordance with the provisions of Section 186 of the Act are providedin the Standalone Financial Statements.
A detailed review of the operations, performance and future prospects of the Company andits businesses is given in the Management Discussion and Analysis Report, which forms partof this Report as Annexure - D.
The paid-up equity capital as on March 31, 2025 was Rs. 1665.35 Lakhs. During the yearunder review, the Company has issued 1,50,00,000 Equity shares by way of Bonus and16,43,500 Equity shares by way of private placement.
Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two CroreFifty Lakhs) Equity Shares of Rupees 10 /- each.
Rs. 16,65,35,000/- (Rupees Sixteen Crore Sixty-Five Lakhs Thirty-Five Thousand Only) dividedinto 1,66,53,500 (One Crore Sixty-Six Lakhs Fifty-Three Thousand Five Hundred) EquityShares of Rupees 10 /- each.
Your directors do not recommend any dividend so as to conserve the resources of thecompany for future needs for the year 2024-25.
During the year under, the Company was not required to transfer the equityshares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant toprovisions of Section 124 and 125 of the Act.
In pursuance to the provisions of Section 134(3)(c) of the Act, Directors of the Company, tothe best of their knowledge and belief with respect to FY 2024-25, state that:
a) in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively;and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
With the right balance of independent, executive, and non-executive members, theboard of the company is well-balanced and capable of making independent decisions onmatters of performance and strategy. It also plays an indispensable part in boardproceedings. The company's board of directors is made up of distinguished people withyears of experience and knowledge in their respective industries from a variety ofbackgrounds. The board possesses 5 (Five) directors as of March 31, 2025, 2 (two) ofwhom act as executive directors, 3 (three) are non-executive directors and 2 (two) arenon-executive independent directors. The maximum tenure of the independentdirectors is in compliance with the Act.
None of the directors on the board holds the directorship in more than 20 (twenty)companies and out of them none of the directors holds the directorship in more than 10(ten) public companies at a time, pursuant to Regulation 165 of the Act.
The table below gives the composition of the Board and the directorships held by eachof the directors of the Company at the end of Financial Year 2024-25:
Name of Director
Category
Date ofAppointment
Number of Sharesheld in theCompany
Mr. PareshkumarSubodhchandra ShahManaging Director(DIN:03217789)
Promoter Executive
21/10/2021
76,55,100
Mrs. Riddhi ShahDirector
(DIN:09368888)
Promoter non¬executive
72,79,850
Mr. Ambar Jayantilal PatelDirector
(DIN: 00050042)
Non-Executive
(Independent)
22/08/2024
Mr. Viralkumar Kiritkumar
Shah
Director
(DIN:02855354)
Mr. SanjaykumarSubodhchandra ShahWhole-Time Director(DIN:00018115)
21/03/2024
3,40,000
As on March 31, 2025, none of the Directors of the Company were related to each otherexcept Mr. Pareshkumar Subodhchandra Shah, Managing Director, Mrs. Riddhi Shah,Director and Mr. Sanjaykumar Subodhchandra Shah, Director who are related to each otheras per the provisions of the Act.
During the financial year ended March 31, 2025, 13 (Thirteen) meetings of Board ofDirectors of the Company.
The intervening gap between the Meetings was within the period prescribed under theAct.
The following meetings of the Board of Directors were held during the financial yearended March 31, 2025:
Sr.
No.
Date of
Board
Meeting
Name of Directors
PareshkumarSubodhchandra Shah
Riddhi
SanjaykumarSubodhchandra Shah
Ambar
Jayantilal
Patel
Viralkumar
Kiritkumar
1.
28/06/2024
Yes
NA
2.
11/07/2024
3.
18/07/2024
4.
22/07/2024
5.
26/07/2024
6.
29/07/2024
7.
09/08/2024
8.
9.
06/09/2024
10.
25/09/2024
11.
07/11/2024
12.
02/12/2024
13.
24/02/2025
14.
03/03/2025
During the year under review, Mr. Ambar Jayantilal Patel & Mr. Viralkumar KiritkumarShah is appointed as non-executive Independent Director w.e.f. 22/08/2024.
In accordance with the provisions of Section 152 of the Act read with Rules and theArticles of Association of the Company, Mr. Pareshkumar Subodhchandra Shah (DIN:03217789) is liable to retire by rotation at the forthcoming Annual General Meeting("AGM") and, being eligible, has offered herself for re-appointment. The Boardrecommends re-appointment of Mr. Pareshkumar Subodhchandra Shah, based on therecommendations of the Nomination and Remuneration Committee, for theconsideration of the members of the Company at the forthcoming AGM. The relevantdetails including brief profile of Mr. Pareshkumar Subodhchandra Shah in terms ofRegulation 36(3(3) of SEBI Listing Regulations, forms part to the Notice of 4th AGM of theCompany.
The Company has received declarations from all Independent Directors confirming thatthey meet the criteria of independence as outlined in Section 149(6) of the Act andRegulation 16(1)(b) of the SEBI Listing Regulations. Additionally, the IndependentDirectors have declared their compliance with Rules 6(1) and 6(2) of the Companies(Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in thedata bank of Independent Directors maintained by the Indian Institute of CorporateAffairs. The Independent Directors have also confirmed that they have complied with theCode for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.There have been no changes in the circumstances affecting their status as IndependentDirectors of the Company. In the opinion of the Board, the Independent Directors meetthe conditions specified under the Act and the SEBI Listing Regulations, and they remainindependent of management.
In the opinion of the Board, all Independent Directors possess requisite qualifications,expertise, experience (including the proficiency) and hold high standards of integrityrequired to discharge their duties with an objective independent judgment and withoutany external influence.
In compliance with Section 164(2) of the Act and the Companies (Appointment andQualification of Directors) Rules, 2014, the Company received Form DIR-8 from each andevery Director during the financial year 2024-25 that is being reviewed. This formcertifies that none of the Directors of your Company is disqualified to hold office as adirector under the provisions of Section 164(2) of the Act, nor are they barred fromholding the office of a director by any order of the SEBI or any such authority inaccordance with SEBI letter dated June 14, 2018, and NSE circular dated June 20, 2018on the subject "Enforcement of SEBI orders regarding appointment of Directors by ListedCompanies."
In accordance with the requirements of several Act provisions, the company's directorshave disclosed all relevant information.
In accordance with the Pursuant to provisions of Sections 2(51) and 203 of Act read withRule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, as amended, the following persons are to be Key Managerial Personnel ofthe company;
a. Mr. Pareshkumar Subodhchandra Shah, Chairman and Managing Director
b. Mr. Sanjaykumar Subodhchandra Shah, Whole-Time Director
c. Mr. Sunil Sharma, Chief Financial Officer
d. Ms. Ankita Bang, Company Secretary
During the year under review, Company had appointed Mr. Sunil Sharma, is appointedas Chief Financial Officer and Key Managerial Personnel of the Company w.e.f August 22,2024 and Ms. Ankita Bang, is appointed as Company Secretary and Key ManagerialPersonnel of the Company w.e.f August 22, 2024 in their Board Meeting held on August22, 2024 in terms of Section 203 of the Act read with Rules framed thereunder.
During the year under review, the Independent Directors met on March 03, 2025 interalia, to discuss:
Ý Review of the performance of the Non- Independent Directors and the Board ofDirectors as a whole.
Ý Review the performance of the Chairman of the Company, taking into the account ofthe views of the Executive and Non- Executive Directors.
Ý Assess the quality, content and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively andreasonably perform its duties.
All the Independent Directors were present in the meeting.
Your company has put in place a rigorous familiarization program for independentdirectors in an effort to give them the information, exposure, and understanding theyneed to carry out their duties well. The program includes thorough deployment, regularindustry trend updates, site visits, pertinent training programs, information access, andfrequent interactions with senior management. We work to cultivate an enlightened andinvolved Board that supports efficient governance and value creation by activelyengaging independent directors and providing them with the necessary resources.
The Board receives regular communication regarding policy-related issues as well asother pertinent and important information. Your board currently has four (4)committees, namely the Audit Committee, the Nomination and RemunerationCommittee, CSR Committee and the Stakeholder Relationship Committee, to look intovarious aspects for which they have been established in order to provide bettercorporate governance and transparency. The terms of reference of these committeesare in line with Act.
The Audit Committee of the Board of Directors was constituted with the requirementof the Section 177 of the Act and Regulation 18 of Listing Regulations.
During the year under review, three meetings of the Audit Committee were held i.e.on September 24 2024, November 26 2024 and February 18 2025. The interveninggap between two meetings did not exceed one hundred and twenty days.
The details of the Audit Committee meetings attended by its members during FY2024-25 are given below:
Name ofDirector
Category / Natureof Directorship
Number of Meetingsheld during the FY2024-25
Percentage
of
attendance
Held
Attended
Mr. Viralkumar
Chairperson, Non-
3
100%
Executive
Independent
Mr. AmbarJayantilal Patel
Member, Non¬ExecutiveIndependentDirector
Mr. Riddhi Shah
Member, Non¬ExecutiveDirector
The Chief Financial Officer was invited to attend the audit committee meetings. TheCompany Secretary of the Company acts as Secretary of the Committee. The Boardof Directors has taken note of and accepted the observations and recommendationsmade by the Audit Committee.
The Company has constituted a Nomination and Remuneration Committee pursuantto the provisions of Regulation 19 of Listing Regulations and Section 178 of the Act.
During the year under review, one meeting of the Nomination and RemunerationCommittee were held i.e. on January 21, 2025.
The details of the Nomination and Remuneration Committee meetings attended byits members during FY 2024-25 are given below:
Chairperson, Non¬ExecutiveIndependentDirector
1
Member, Non-Execut i veIndependentDirector
Mrs. RiddhiShah
Member, Non-Execut i veDirector
The Company Secretary of the Company acts as Secretary of the Committee.
The Company has constituted a Corporate Social Responsibility Committee pursuantto the provisions of Section 135 of the Act.
During the year under review, one meeting of the Corporate Social ResponsibilityCommittee were held i.e. on March 11, 2025.
The details of the Corporate Social Responsibility Committee meetings attended byits members during FY 2024-25 are given below:
Category /Nature ofDirectorship
Mr. ViralkumarKiritkumar Shah
Chairperson,
N on-Executive
Mr. Pareshkumar
Subodhchandra
Member,ExecutiveDi rector
Mrs. Riddhi Shah
Mem ber, N on-
The Company has constituted a Stakeholders Relationship Committee pursuant tothe provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.
During the year under review, one meeting of the Stakeholders RelationshipCommittee was held i.e. on February 04 2025.
The details of the Stakeholders Relationship Committee meetings attended by itsmembers during FY 2024-25 are given below:
Member, Non-execut i veDirector
During the year under review, the Company has not received any investor complaintsfrom its shareholders.
In line with Regulation 15(2) of the Listing Regulations, the provisions of CorporateGovernance shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Networth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with theprovisions of Corporate Governance shall not apply to the Company and it does not form thepart of the Annual Report for the financial year 2024-25.
During the year under review, your company has 3 (Three) conducted Extra-OrdinaryGeneral Meeting ('EOGM') of the members of the Company.
The following meetings of the Members were held during the financial year ended March31, 2025:
Date of ExtraOrdinary GeneralMeeting
Number of MembersEntitled to Attended
Number ofMembers Attended
% of totalshareholding
20/07/2024
7
100
24/07/2024
31/07/2024
During the financial year ended March 31, 2025, there are no special resolution was requiredto be put through postal ballot.
Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies(Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-B. Noemployee of the Company was in receipt of the remuneration exceeding the limitsprescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, hence, not applicable to the Company.
Pursuant to Sections 92(3) and 134(3)(a) of the Act, read with Rule 12 of Companies(Management and Administration) Rules, 2014, the Annual Return in Form MGT - 7 for theFinancial Year ended March 31, 2025, will be available on the Company's website atwww.neptunepetrochemicals.com
M/s. Piyush J. Shah & Co, Chartered Accountants (Firm Registration No. 121172W)resigned as Statutory Auditor of the Company w.e.f. 11th July, 2025.
In pursuance of the recommendation received from Audit Committee of the Company,the Board has approved appointment of M/s. M A A K & Associates., CharteredAccountants (FRN: 135024W), Ahmedabad as the Statutory Auditors of the Companyunder the casual vacancy of the company and the same Auditor will further reappointedfor a period of 5 years from conclusion of ensuing AGM to conclusion of AGM to be heldin calendar year 2030 subject to approval of members at the ensuing AGM.
As per the provisions of Section 139 of the Act, they have given their consent for theappointment and confirmed that the appointment, if made, would be in accordancewith the conditions as prescribed under the Act and applicable Rules. The StatutoryAuditors have confirmed that they are not disqualified to continue as Statutory Auditorsand are eligible to hold office as Statutory Auditors of your Company.
The Notes to the financial statements referred in the Auditors' Report are self¬explanatory. The Auditors' Report is enclosed with the financial statements forming
part of this Annual Report.
The Board of Directors in their meeting held on August 14, 2025, had appointed Mr.Nayan P. Pitroda, a Practicing Company Secretary, (ACS No. 58743, C. P. No. 23912)Ahmedabad, was appointed as the Secretarial Auditor of the Company for FY 2024-25as per Section 204 of the Act, and rules made thereunder.
The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached asAnnexure - C and forms part of this report. The Secretarial Audit Report does notcontain qualifications, reservations, adverse remarks or disclaimer.
Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant tothe recommendation of the Audit Committee of the Company, the Board of Directorshas approved the appointment of M/s Ashish Sheth & Associates, CharteredAccountants, Ahmedabad, having Firm Registration Number 146184W as the InternalAuditors of the Company for the Financial Year 2024-25.
The Internal Auditors report their findings on the internal audit of the Company, to theAudit Committee on a periodic basis. The scope of internal audit is approved by theAudit Committee.
Company has made and maintained such accounts and Cost records as required undersection 148 of the Act. Also, The Board of Directors has appointed M/s. Priyank Patel &Associates as a Cost Auditor (having FRN: 103676) to carry out the Audit of the records madeand maintained by the company for the financial year commencing on 01/04/2024 to31/03/2025.
In line with the provisions of Section 143 of the Act read with the Companies (Audit andAuditors) Rules, 2014, as amended notifications/ circulars issued by the Ministry ofCorporate Affairs from time to time, no fraud has been reported by the Auditors of theCompany where they have reason to believe that an offence involving fraud is being or hasbeen committed against the Company by officers or employees of the Company andtherefore no details are required to be disclosed under Section 134(3)(ca) of the Act.
Internal governance structures, which offer checks and balances, have been formallyestablished by your company and include policies, procedures, and guidelines. Internalcontrols have been maintained by the company in a proper and sufficient manner. In termsof the efficacy and effectiveness of operations, the trustworthiness of financial controls, andadherence to relevant laws and regulations, the system is intended to offer a reasonablelevel of assurance. When it comes to making financial decisions, the organization is well-structured, and the policy guidelines are clearly defined and well-documented. The overallcontrol mechanism for ensuring that the necessary information related to all operations isreported and is accurate includes structured management information and reportingsystems as well as an extensive budgetary control process for all major operational activities.
In order to promote an independent mindset, the company has hired a group of qualifiedprofessionals known as internal auditors. These auditors receive proper support from thefinance department and carry out operational and system audits in accordance with an auditplan that has been approved by the Audit Committee. As part of their duties, internalauditors evaluate and assess the sufficiency and effectiveness of internal control measuresas well as their adherence to policies, plans, and legal requirements. At Audit Committeemeetings, the internal audit reports are examined, and management starts takingappropriate action on the recommendations. The Audit Committee also interacts withInternal Auditors and Statutory Auditors of the Company to ensure compliance of variousobservations made during the conduct of audits and adequacy of various controls.
During the year under review, the company has complied with the provisions of SecretarialStandards issued by Institute of Company Secretaries of India.
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 Act read with the Companies(Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March31, 2025, there are no deposits outstanding, except as required statutorily and which havebeen unclaimed at the end of the year under review.
All Related Party transactions entered by the Company during the financial year 2024-25with related parties were in compliance with applicable provisions of the Act and the Policyon Related Party Transactions and were entered with the approval of Audit Committee andBoard, as and when applicable. All the related party transactions were entered into duringthe financial year were on arm's length basis. The Related Party Transaction policy is placedon the Company's website i.e. www.neptunepetrochemicals.com. There are no materiallysignificant related party transactions made by the Company with the Promoters, Directors,
Key Managerial Personnel, or other designated persons which may have potential conflictwith the interest of the Company at large. Accordingly, the disclosure of related partytransactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicableto the Company for financial year 2024-25 and hence does not form part of this report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THEEND OF THE FINANCIAL YEAR
There was no application made and proceeding initiated / pending under the Insolvency andBankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Companyduring the year under review. As on the date of this report, there is no application orproceeding pending against your Company under the Insolvency and Bankruptcy Code,2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
It is not applicable to the Company during the year under review, as there exist noLoans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.
There are no material changes and commitments, affecting the financial position of theCompany which have occurred between the financial year of the Company to which thefinancial statements relate and the date of signing of this report. After the closure of financialyear, Company has listed its securities to the National Stock Exchange Limited on04/06/2025.
During the year under review, there are no significant and material orders passed by theregulators/courts or tribunals that could impact the going concern status and operations ofthe Company in future.
The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company, which has been approved by the Board. TheCSR Policy may be accessed on the Company's website atwww.neptunepetrochemicals.com.
The Average Net Profits of the Company for the last three financial years is Rs. 1437.23 Lakhsand accordingly the prescribed CSR expenditure during the financial year 2024-25 wasRs.28.74 Lakh. (i.e. 2% of the Average Net Profits of the Company for the last three financialyears). The Company had undertaken to spend an amount of Rs. 28.82 Lakhs during thefinancial year 2024-25 against the mandatory requirement of Rs. 28.74 Lakhs Hence there isno shortfall in the CSR Expenditure.
The Annual Report on CSR activities is annexed as "Annexure-A" to this Report.
The Nomination and Remuneration Policy was developed by the Board of Directors of yourCompany in order to ensure compliance with Section 178 of the Act, as well as any otherapplicable laws. The Company's policy on Directors' appointment and remuneration andother matters as provided in Section 178(3) of the Act is available on the website of theCompany at and has been displayed on website www.neptunepetrochemicals.com.
Pursuant to the provisions of the Act and Listing Regulations, at a separate Board meeting,the performance of the Board, its committee(s), and individual Directors was also discussed.Performance evaluation of Independent Directors was done by the entire Board, excludingthe Independent Director being evaluated. The Directors were satisfied with the evaluationresults, which reflected the overall commitment and sense of duty
In a separate meeting of independent directors, performance of non-independent directors,performance of the Board as a whole, performance of the Committee(s) of the Board andperformance of the Chairman was evaluated, taking into account the views of ExecutiveDirectors and Non-Executive Directors.
In terms of the provisions of the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company hasadopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders"("the Code"). The Code is applicable to promoters, all directors, designated persons andconnected persons and their immediate relatives, who are expected to have access tounpublished price sensitive information relating to the Company. The Company has alsoformulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information (UPSI)' in compliance with the PIT Regulations. The Code covers
Company's obligation to maintain a digital database, mechanism for prevention of insidertrading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
The process of identifying, evaluating, and prioritizing risks is known as risk management.This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (orcontrol) the probability and/or impact of unfortunate events or to maximize opportunitiesfor achievement. The Company has established a thorough risk assessment andminimization process, which is periodically reviewed by the Board. These processes areexamined to make sure executive management effectively manages risk using a strictlydelineated framework. The company has identified the major risks, and processes andmeasures for mitigating those risks have been developed in areas like business, projectexecution, events, financial, human, environmental, and statutory compliance.
Your Company has always believed in providing a safe and harassment free workplace forevery women employee working with your Company. Your Company always endeavors tocreate and provide an environment that is free from discrimination and harassmentincluding sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace and, therefore, hasin place a policy on prevention of sexual harassment at workplace. The said policy is in linewith the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaintoutstanding / received from any employee during the financial year 2024-25 and hence, nocomplaint is pending as on March 31, 2025 for redressal.
In compliance with the provision of Section 177 of the Act read with Regulation 22 of theListing Regulations, your company has implemented a whistleblower policy and created thenecessary vigil mechanism for directors and employees to enable the reporting of sincereconcerns about improper or unethical behavior without fear of vengeance.
Your company's vigil mechanism offers sufficient protections against victimization ofdirectors and employees who use it, as well as, in exceptional circumstances, direct accessto the chairman of the audit committee. Access to the Chairperson of the Audit Committeehas never been denied to anyone. The vigil mechanism / whistle blower policy is availableon the Company's website of your company i.e. at www.neptunepetrochemicals.com.
During the year under review, no complaint was received from a whistleblower.
Your Company's Health and Safety Policy commits to comply with applicable legal and otherrequirements connected with occupational Health, Safety and Environment matters andprovide a healthy and safe work environment to all employees of the Company.
In compliance with Regulation 46 of Listing Regulations, your company maintains a fullyfunctional website with the domain name www.neptunepetrochemicals.com. The websiteserves as a comprehensive source of basic information about our company.
The information on conservation of energy, technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of TheCompanies (Accounts) Rules, 2014, is attached as Annexure - B to this Report.
The Notice of the AGM and the Annual Report 2024-25 is being sent only electronically toMembers whose email addresses are registered with the company or depositories inaccordance with Regulation 36 of the Listing Regulations. Members may take note that theNotice and Annual Report for 2024-2025 will also be accessible at the website of theCompany i.e. www.neptunepetrochemicals.com.
The annual report including those which relate to the directors' report, managementdiscussion and analysis report may contain certain statements on the Company's intentexpectations or forecasts that appear to be forward-looking within the meaning ofapplicable securities laws and regulations while actual outcomes may differ materially fromwhat is expressed herein.
The Directors thank the Company's employees, customers, vendors, investors and businesspartners for their continuous support. The Directors also thank the Government of India,Governments of various states in India, Governments of various countries and concernedGovernment departments and agencies for their co-operation. The Directors appreciate andvalue the contribution made by every member of the Company.
For & on behalf of the Board of DirectorsNeptune Petrochemicals Limited
Sd/- Sd/-
Date: September 01, 2025 Pareshkumar S. Shah Sanjaykumar S. shah
Place: Ahmedabad Managing Director Whole-Time Director
DIN:03217789 DIN:00018115
Registered Office:
Block-B, Office No. 606, Mondeal HeightsNr. Panchratna Party Plot, S. G. Highway,
Ahmedabad, Gujarat, India, 380015