The Directors are pleased to submit the Annual Report ofyour Company; Stallion India Fluorochemicals Limited (the"Company” or "SIFL”) along with the Audited FinancialStatements for the Financial Year (FY) ended March 31,2025. Performance of the Company has been referred towherever required.
The Financial Performance of the Company, for theFinancial Year ended 31st March, 2025 as compared tothe previous financial year is summarized below
For the year
Particulars
ended March
ended March 31,
31, 2025
2024
Income
Revenue fromoperations
37,745.03
23,323.58
Other income
202.37
299.05
Total Income (I)
37,947.40
23,622.63
Expenses
Cost of materialsconsumed
29,294.53
19,467.12
Changes in inventoriesof finished goods,Stock-in-Trade andwork in-progress
(567.82)
(791.97)
Employee benefitsexpense
860.11
190.92
Finance costs
614.81
414.70
Depreciation andamortization expenses
116.60
111.06
Other expenses
3,386.59
2,071.59
Total expenses (lI)
33,704.82
21,463.42
Profit before tax (I-II)
4,242.58
2,159.20
Tax expense:
Current tax
1,061.56
612.24
Adjustment of taxrelating to earlierperiods
(68.62)
-
Deferred tax
16.79
(0.50)
Total tax expense (IV)
1,009.72
611.73
Profit for the period /year (III IV)
3,232.86
1,547.47
Other Comprehensive
(i) Items that will notbe reclassified toprofits or loss
Remeasurements of
the defined benefit
2.52
0.54
plans;
(ii) Income tax relatingto items that will notbe reclassified to profitor loss
(0.63)
(0.16)
Total ComprehensiveIncome for theperiod / year (V VI)Comprising Profit andOther comprehensiveIncome for the period/ year)
3,234.75
1,547.85
Earnings per equityshare
(1) Basic
4.98
2.65
(2) Diluted
There are no material changes and commitments affectingthe financial position of the Company between the end ofthe financial year and the date of this report.
The Financial Statements of the Company are attached tothis Report and the Audited Financial Statements of theCompany are available on the website of the Companyat www.stallionfluorochemicals.com for the review of theMembers.
During the year under review, your Company hasearned a total income of ?37,947.00 Lakhs (Previousyear ?23,623.00 Lakhs). The Company reportedEBITDA of ?4,974.00 Lakhs with improved margins of13.11%. The Profit After Tax stood at ?3,233.00 Lakhs(?4,304.00 Lakhs excluding one-time provision), asagainst ?1,547.00 Lakhs in the previous year. The NetWorth of the Company strengthened to ?30,084.00Lakhs, reflecting a robust financial position.
Your Company is engaged in the business of refrigerantand industrial gases, catering to diverse industriessuch as automobiles, air-conditioning & refrigeration,pharmaceuticals, defence, and semiconductors.
The Directors of your Company has decided to retainthe profits earned by the Company and use the same
for future development of the Company, thereforethe Board has not recommended any dividend for thefinancial year ended on 31st March, 2025.
The Register of Members shall remain close fromMonday, 8th September, 2025 to Monday, 14thSeptember, 2025 (both days inclusive) for the purposeof Annual General Meeting.
The Company do not propose to transfer any amountto the General Reserves. However, Company hastransferred entire profit to the Reserve and Surplus.
In terms of Section 134 (5) of the Companies Act, 2013,the Directors would like to state that:
a. In the preparation of the annual accounts for thefinancial year ended March 31, 2025, the applicableaccounting standards have been followed;
b. The directors have selected such accounting policiesand applied consistently and made judgements andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany at the end of the financial year and of theprofit and loss of the Company for that period;
c. The directors have taken proper and sufficient caretowards the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities;
d. The directors have prepared the annual accounts ona going concern basis;
e. The directors have laid down internal financialcontrols, which are adequate and operatingeffectively;
f. The directors have devised proper systems to ensurecompliance with the provisions of all applicablelaws and such systems are adequate and operatingeffectively.
The Company has not accepted any Deposits withinthe meaning of Section 73 of the Companies Act, 2013and the Companies (Acceptance of Deposits) Rules,2014 and accordingly no disclosures are required inthis regard.
The Company does not have any Subsidiary andassociate Company as on the date of this Report.
Accordingly, the requirements under Regulation24 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and the provisions ofSection 129(3) of the Companies Act, 2013 relating tothe preparation and attachment of Form AOC 1 are notapplicable to the Company.
The Board of Directors comprise of eminent,experienced and reputed Individuals of the Industry.During the Year, the Non-Executive Directors of theCompany had no pecuniary relationship or transactionswith the Company, other than the sitting fees andreimbursement of expenses incurred by them for thepurpose of attending Meetings of the Company.
Pursuant to the provisions of the Companies Act, 2013,following are the changes in the Board of Directorsand Key Managerial Personnel of the Company:
Name of the Director/ KMP
DIN / PAN
Designation
Mr. Shazad SheriarRustomji
01923432
Chairman, CEO &Managing Director
Mrs. Manisha ShazadRustomji
03186678
Director
Mr. Rohan ShazadRustomji
09312347
Ms. Geetu Yadav
08831278
Mr. Mukund Kandoi
10483497
Mr. Gautam Lath
10198794
Mr. RajagopalNeelacantan
00176806
Mr. AmeetkumarVilaschandra Mehta
07813086
Additional Director
Mr. Virenderkumar
Chief Financial Officer
Mehta
(CFO)
Mr. Govind Rao
Company Secretary &Compliance Officer
• Mr. Ashish Mehta (PAN: AVRPM6963E) resignedfrom the position of Chief Financial Officer (CFO)of the Company with effect from April 7, 2025.
• Mr. Virender Kumar Mehta (DIN: 10207689)tendered his resignation as an Independent Directorof the Company, which became effective on April 8,2025.
• Mr. Ameetkumar Mehta (DIN: 07813086) wasappointed as an Additional Director (Independent)with effect from April 8, 2025, by the Board ofDirectors of the Company.
• Mr. Virender Kumar Mehta was appointed as theChief Financial Officer (CFO) of the Company witheffect from April 8, 2025, by the Board of Directors.
• Ms. Sarita Dharamdas Khamwani resigned from theposition of Company Secretary and ComplianceOfficer with effect from April 28, 2025. Mr. GovindRao was appointed as the new Company Secretaryand Compliance Officer with effect from April 29,2025.
The Authorised Share Capital of the Company is?130,00,00,000 (Rupees One Hundred Thirty Crores)divided into 13,00,00,000 equity shares of ?10 each.
The Issued, Subscribed and Paid-up Share Capitalof the Company is ?79,32,52,540 (Rupees Seventy-Nine Crore Thirty-Two Lakh Fifty-Two Thousand FiveHundred Forty) divided into 7,93,25,254 equity sharesof ?10 each.
The Company successfully completed its Initial PublicOffering (IPO) in January 2025. The Offer comprised:
• A Fresh Issue of 1,78,58,740 equity sharesaggregating to ?16,072.87 lakhs; and
• An Offer for Sale of 43,02,656 equity sharesaggregating to ?3,872.39 lakhs by the PromoterSelling Shareholder.
The total issue size was 2,21,61,396 equity shares,aggregating to ?19,945.26 lakhs, at an offer priceof ?90 per equity share (including a premium of?80 per share). The Offer constituted 27.94% ofthe post-offer paid-up equity share capital of theCompany.
The Equity Shares of the Company were listed onBSE Limited (Designated Stock Exchange) andNational Stock Exchange of India Limited (NSE)subsequent to the IPO.
During the year under review, your Company hascomplied with the applicable provisions of SecretarialStandard-1 and Secretarial Standard-2 issued by theInstitute of Company Secretaries of India.
The Board of Directors meets at regular intervals todiscuss the business and compliance matters of theCompany. The details of the Meetings of the Boardof Directors and the Committees of the Board ofDirectors and their respective constitution are statedin the Corporate Governance Report attached whichform part of this Board's Report.
The Board has constituted the following Mandatoryand Non-mandatory Committees of the Board ofDirectors:
Sr.
No.
Mandatory Committees
Non-Mandatory Committees
1
Audit Committee
Risk Management Committee
Nomination and
2
Remuneration
Committee
3
Stakeholders'Relationship Committee
Corporate Social
4
Responsibility
The Company Secretary of the Company is the Secretaryto each of these Committees.
Separate Meeting of Independent Directors is conductedduring every Year, in terms of the requirements of ScheduleIV to the Companies Act, 2013 and Regulation 25(3) ofSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
Further, the Board of Directors have adopted variouspolicies on the functioning and running of the Board ofDirectors as mandated by the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 andwhich are also available on the website of the Companyat www.stallionfluorochemicals.com.
The Company has received declarations from all theIndependent Directors of the Company confirming thatthey meet the criteria of independence as prescribedboth under Section 149(7) of the Companies Act,2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Board of Directors have carried out an Annualevaluation of its own performance, Board Committeesand individual Director pursuant to the provisionsof the Companies Act, 2013 and the CorporateGovernance requirements as prescribed by SEBI(Listing Obligations and Disclosure Requirements),Regulations 2015.
The Performance of the Board was evaluated by theBoard after seeking inputs from all the Directors onthe basis of the criteria such as the Board compositionand structure, effectiveness of Board processes,information and functioning, etc.
The Performance of the Committees was evaluatedby the Board after seeking inputs from the CommitteeMembers on the basis of the criteria such as thecomposition of Committees, effectiveness ofCommittee Meetings, etc.
The Board and the Nomination and Remuneration
Committee reviewed the performance of the individualDirectors on the basis of the criteria such as thecontribution of the individual Director to the Boardand Committee Meetings like preparedness on theissues to be discussed, meaningful and constructivecontribution and inputs in Meetings, etc. In addition,the Chairman was also evaluated on the key aspects ofhis role.
In a separate Meeting of Independent Directors,Performance of Non-Independent Directors,performance of the Board as a whole and performanceof the Chairman was evaluated, taking into accountthe views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the BoardMeeting that followed the Meeting of the IndependentDirectors, at which the performance of the Board,its committees and individual Directors was alsodiscussed. Performance evaluation of independentDirectors was done by the entire Board, excluding theIndependent Director being evaluated.
The Management continuously reviews the InternalControl Systems and procedures for the efficientconduct of the Company's business. The Companyadheres to the prescribed guidelines with respect tothe transactions, Financial Reporting and ensuresthat all its assets are safeguarded and protectedagainst losses. The Internal Auditor of the Companyconducts the Audit on regular basis and the AuditCommittee actively reviews Internal Audit Reports andeffectiveness of Internal Control Systems.
Internal Control Systems are implemented to safeguardthe Company's assets from loss or damage, to keepconstant check on the cost structure, to preventrevenue leakages, to provide adequate Financial andAccounting Controls and implement AccountingStandards
M/s. Mittal & Associates, Chartered Accountants werein the 21st Annual General Meeting appointed as theStatutory Auditors of the Company for a period of FiveYears in the 26th Annual General Meeting i.e. till theconclusion of the Annual General Meeting to be held inthe Year 2028.
Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, the Company had appointed M/s. Vihang Desai &Associates, Practicing Company Secretaries, Mumbai,
to undertake the Secretarial Audit of the Companyfor the Financial Year 2024-25 under review. TheSecretarial Audit Report is annexed to this report.
M/s. Ankit Goyanka & Associates (FRN: 142286),resigned from his position as the Internal Auditor ofthe Company. Subsequently, M/s. Himani R Patel& Associates (Firm Registration No.: 145894W),Chartered Accountants, were appointed as the newInternal Auditors of the Company for the fourthquarter of financial year 2024-25 and for the financialyear 2025-26.
There is no Qualification, Reservation or Adverseremark in Statutory Audit Report for the Financial Year2024-25.
Further, in respect of the comments/ observations,made by the Secretarial Auditor, the Board of Directorshave taken note of the same and are undertakingnecessary steps to avoid the same and to ensuredue compliance of the provisions of Companies Act,2013, Insider Trading regulations and other specificallyapplicable laws therein
The Board has on the recommendation of theNomination and Remuneration Committee frameda Policy for selection and appointment of Directors,Key Managerial Personnel and Senior Managementand their remuneration. A copy of the Nomination andRemuneration Policy is available on the website of theCompany on www.stallionfluorochemicals.com.
All Related Party Transactions entered during theFinancial Year were on an Arm's Length Basis and werein the ordinary course of business. The Company hasnot entered in to materially related party transactions
i.e., exceeding 10% or more of the turnover of theCompany with related parties, which may have apotential conflict with the interest of the Companyat large. Hence, no transactions are required to bereported in Form AOC-2.
During the year, all Related Party Transactions wereplaced before the Audit Committee and the Boardfor approval. The Company, whenever required,has obtained approval of the Shareholders of theCompany before entering into Materially Related PartyTransactions.
As required under Regulation 23 of the SEBI ListingRegulations, the Company has framed a Policy onMateriality of Related Party Transactions and ondealing with Related Party Transactions which isavailable on the Website of the Company at www.stallionfluorochemicals.com. The details of thetransactions with Related Party are provided in theaccompanying financial statements.
Particulars of Loans given, Investments made,Guarantees given and Securities provided along withthe purpose for which the Loan or Guarantee orSecurity is proposed to be utilized by the recipient areprovided in the Financial Statements, forming part ofthis Annual Report.
The Board of Directors has reviewed the RiskAssessment and Minimization Procedures as perRegulation 17(9) of the SEBI (Listing Obligations andDisclosure Requirement), Regulations, 2015 on regularbasis. There are no material risks, which in the opinionof the Management, affect the continuity and existenceof the business.
The Company has put in place a Whistle BlowerPolicy to provide an open and transparent workingenvironment and to promote responsible and secureWhistle Blowing System for Directors and Employeesof the Company to raise concern. The Policy broadlycover instances of unethical behavior, actual orsuspected fraud or violation of the Company's code ofconduct, alteration of documents, fraudulent financialreporting, misappropriation/misuse of Company'sassets, manipulation of Company's data, pilferageof proprietary information, abuse of authority, etc.The Policy provides adequate safeguard againstvictimization of Director(s) / Employee(s) who raisethe concern and have access to the Chairman of AuditCommittee who is entrusted to oversee the WhistleBlower Mechanism. Further, no personnel have beendenied access to the Audit Committee during theFinancial Year under review.
The details of this Policy is explained in the CorporateGovernance Report and also posted on the website ofthe Company at www.stallionfluorochemicals.com.
The Board of Directors has approved a Code ofConduct which is applicable to the Members of theBoard and all Employees in the course of day-to-daybusiness operations of the Company.
The Code lays down the standard procedure ofbusiness conduct which is expected to be followed bythe Directors and the designated Employees in theirbusiness dealings and in particular on matters relatingto integrity in the work place, in business practices andin dealing with Stakeholders.
The Company has adopted a Code of Conduct forPrevention of Insider Trading with a view to regulatetrading in securities by the Directors and designatedEmployees of the Company. The Code requires pre¬clearance for dealing in the Company's Shares andprohibits the purchase or sale of Company Shares bythe Directors and the designated Employees while inpossession of Unpublished Price Sensitive Informationin relation to the Company and during the period whenthe trading window is closed. The Board is responsiblefor implementation of the Code.
All Board Directors and the designated Employeeshave confirmed compliance with the Code.
As per the requirement of the provisions of the SexualHarassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013 read with rulesmade thereunder, your Company has laid down aPrevention of Sexual Harassment (POSH) Policy andhas constituted Internal Complaints Committees (ICs)at all relevant locations across India to consider andresolve the complaints related to sexual harassment.The ICs include external members with relevantexperience. The ICs, presided by senior women,conduct the investigations and make decisions at therespective locations. Your Company has zero toleranceon sexual harassment at the workplace. The ICs alsowork extensively on creating awareness on relevanceof sexual harassment issues, including while workingremotely. The employees are required to undergomandatory training/ certification on POSH to sensitizethemselves and strengthen their awareness.
During the year under review, your Company hasnot received any complaint pertaining to sexualharassment.
The Company has complied with the applicableprovisions of the Maternity Benefit Act, 1961. All eligiblewomen employees have been extended the benefitsas prescribed under the Act. The Company remainscommitted to supporting working mothers andpromoting a gender-inclusive workplace.
During the Year under review, the Company has notreceived any Complaint/Grievance from the Investorsof the Company. The Company has a dedicated e-mailaddress compliance@stallion.in for communicationwith the Investors. Further, a section for Investors, withdetails of the Annual Reports, Financial Statements,Communications to Stock Exchanges and othernecessary information is available on the website ofthe Company on www.stallionfluorochemicals.com.Further, the Company is registered on the website ofSEBI Complaint Redressal System (SCORES).
Your Company is committed to maintaining higheststandards of Corporate Governance and adhering tothe Corporate Governance requirements as set outby the Securities Exchange Board of India (SEBI). Asrequired by SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015, a detailed CorporateGovernance Report is given which forms a part of thisAnnual Report.
In accordance with the Listing Regulations, theManagement Discussion and Analysis Report isattached and forms part of this Annual Report.
A statement containing the names and other particularsof employees in accordance with the provisionsof section197(12) of the Companies Act, 2013 readwith rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 isattached and forms part of this Annual Report.
The information required under Rules 5 (2) and 5 (3)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, forms part of thisAnnual Report.
Having regard to the provisions of Section 134 andSection 136 of the Companies Act, 2013, the Reportsand Accounts are being sent to the Members excludingsuch information. However, the said informationis available for inspection by the Members at theRegistered Office of the Company during businesshours on working days of the Company up to thedate of ensuing AGM. Any shareholder interested inobtaining a copy of such statement may write to theCompany Secretary at the Registered Office of theCompany or e-mail to compliance@stallion.in
In accordance with the Companies Act, 2013, the
annual return in the prescribed format is placed on thewebsite of the Company and can be accessed at theweb link: www.stallionfluorochemicals.com.
The brief outline of the Corporate Social Responsibility(CSR) Policy of the Company and the initiativesundertaken by the Company on CSR activities duringthe Financial Year 2024-25 are set out in Annexure ofthis report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules, 2014.
CSR Policy is available on the website of the Companyat www.stallionfluorochemicals.com.
The information required to be furnished pursuant toSection 134(3)(m) of the Companies Act, 2013 readwithRule 8(3) of Companies (Accounts) Rules, 2014 isenclosed as annexed and forms part of this Report..
(i) There are no significant and material orders passedby the regulators or courts or tribunals impactingthe going concern status and company's operationsin future, during the Financial Year 2024-25.
(ii) The Company, after the period under review andbefore the date of this report, the Company hassettled dispute with Zhejiang Sanmei ChemicalIndustry Co. Ltd. ("Sanmei”), a Chinese Companyand made the payment of entire claim amount ofUSD 1,251,290.00.
(ii) There are no details in respect of frauds reportedby auditors under Section 143(12) of the CompaniesAct, 2013.
The Board of Directors state that no disclosure orreporting is required in respect of the followingmatters, as there were no transactions or applicabilitypertaining to these matters during the year underreview:
i. Scheme of provision of money for the purchase ofits own shares by employees or by trustees for thebenefit of employees.
ii. Issue of debentures/bonds/warrants/any otherconvertible securities.
iii. Details of any application filed for corporateinsolvency under Corporate Insolvency ResolutionProcess under the Insolvency and Bankruptcy Code,2016.
iv. Instance of one-time settlement with any Bank orFinancial Institution.
v. Statement of deviation or variation in connectionwith initial public offer.
Your Company has maintained healthy, cordial andharmonious industrial relations at all levels. The enthusiasmand unstinted efforts of the employees have enabled yourCompany to remain at the forefront of the industry. Yourdirectors place on records their sincere appreciation forsignificant contributions made by the employees throughtheir dedication, hard work and commitment towards thesuccess and growth of your Company. Your directorstake this opportunity to place on record their sense ofgratitude to the Banks, Financial Institutions, Central andState Government Departments, their Local Authoritiesand other agencies working with the Company for theirguidance and support.
Shazad Sheriar RustomjiChairman & Managing DirectorDIN: 01923432Date : 08th August, 2025Place : Mumbai