yearico
Mobile Nav

Market

DIRECTOR'S REPORT

AksharChem (India) Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 217.74 Cr. P/BV 0.83 Book Value (₹) 325.39
52 Week High/Low (₹) 368/195 FV/ML 10/1 P/E(X) 45.65
Bookclosure 05/09/2025 EPS (₹) 5.94 Div Yield (%) 0.28
Year End :2025-03 

Your Directors are pleased to present their 36th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

(H in Lakhs)

Particulars

Current Year 2024-25

Previous Year 2023-24

Revenue from operations

34,626.52

30,204.70

Other Income

25.46

44.87

Total Income

34,651.98

30,249.57

Profit for the year before Finance Costs, Depreciation, Exceptional Items and Tax Expenses

2,508.88

194.80

Less: Finance Costs

526.04

372.67

Profit for the year before Depreciation, Exceptional Items and Tax Expenses

1,982.84

(177.87)

Less: Depreciation

1,400.20

1,378.32

Profit for the year before Exceptional Items and Tax Expenses

582.64

(1,556.19)

Add/(Less): Exceptional Items

Loss due to Fire

402.18

Nil

Insurance claim Receivable

(402.18)

Nil

Profit for the year before Tax Expenses

582.64

(1,556.19)

Less: Current Tax

-

-

Less: Deferred Tax

105.60

311.54

Less: Adjustment of tax for earlier years (Net)

-

-

Net Profit for the year

477.04

(1,867.73)

Add: Balance brought forward from last year

Depreciation Adjustment

Nil

Nil

Deferred tax on Depreciation Adjustment

Nil

Nil

Surplus available for Appropriation

16,992.42

16,564.97

Appropriation

Other Comprehensive Income

14.91

(9.42)

Transfer to General Reserve

Nil

Nil

Final Dividend of Rs. 0.50 per Equity Share

(P.Y. Rs. 0.50 per Equity Share)

(40.17)

(40.17)

Balance carried over to Balance Sheet

16,967.16

16,515.38

2. DIVIDEND

After considering the overall financial performance and cash flow of the Company, the Board of Directors of the Company are pleased to recommend a final dividend of Rs. 0.75/- per equity share (7.5% on the face value of Rs. 10/- each) for the year ended March 31, 2025 subject to approval of the members at the forthcoming Annual General Meeting. The final dividend, if declared as above would involve a total outgo of Rs. 60.25 Lakhs towards dividend for the year.

During the previous financial year, the Company has paid final dividend of Rs. 0.50 per equity share (5% on face value of Rs. 10 each), and the total outgo was Rs. 40.17 Lakhs towards dividend.

As per the provisions of Income Tax Act, 1961 amended from time to time, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source.

3. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, the Company had transferred Rs. 9,88,537/- to the Investor Education and Protection Fund established by the Central Government during the financial year 2024-25, as unclaimed dividend after expiry of seven years for the year ended March 31, 2017. Also Section 124(6) of the Companies Act, 2013, requires a Company to transfer in the name of Investors Education and Protection Fund (IEPF) Authority all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more. In accordance with the said provisions read with the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company will transfer all shares in respect of which dividends declared for the year 20172018 has not been paid or claimed by members for 7 (seven) consecutive years or more.

The Shareholders/ claimants whose shares and unclaimed dividend have been transferred to the IEPF Account may claim the shares or apply for refund by making an application to the IEPF Authority. A details of Nodal officer of the Company appointed by the Board of directors is available at Company’s website at https://www.aksharchemindia.com/uploads/report/35517 06680081General%20Business%20Information.pdf

4. TRANSFER TO RESERVES

During the year under review, no amount is appropriated from Profit and Loss Account and transferred to any reserve account.

5. STATE OF COMPANY’S AFFAIRS

The highlights of the Company’s performance are as under:

General

During the year under review, the revenue from operations of the Company increase to Rs. 34,626.52 lakhs as compared to Rs. 30,204.70 lakhs in the

previous year due to revival in price and overall improvement in Dyes & Pigment Sector. The company has realized net profit of Rs. 477.04 Lakhs. During the year Dyes & Pigment industry show revival in performance with positive impact of better price realization & increase in demand. Silica Business is stable now due to better capacity utilization. We are now established player in the market. All Big Tyre companies are our regular customer.

Exports

The export turnover has also increase from 14,790.73 Lakhs to 16,691.49 Lakhs mainly because of improvement in price and demand for Pigment in the global market. Company has also explore the new markets in Sri Lanka, Russia and Turkey for Silica.

6. FIRE INSURANCE CLAIMS

Fire incident in Dry zone building of Vinyl Sulphone (VS) plant in Indrad

During the year, unfortunately fire broke out in Dry zone building of Vinyl Sulphone (VS) Plant situated in Village: Indrad, Chhatral-Kadi Road, Mahesana-382715 on 2nd May, 2024. Due to fire incident, production operation of the said Dry zone plant disrupted. However, there were no human injuries or casualties reported. The Company has lodged claim of this incident with the insurance company and the assessment is currently ongoing. The Company has adequate insurance coverage for the loss and based on its assessment of loss and terms and conditions of the policy, the insurance claim is fully admissible. Further the claim is not disputed by the insurance company.

7. INTELLECTUAL PROPERTY RIGHTS

The Company is having the certificate for registration of trademark from the Registrar of Trade Marks, Trade Marks Registry, Gujarat for its logo i.e. AksharChem and its products Pigment Green 7 and Precipitated Silica i.e. Asaflow and Aksil respectively.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2025.

9. SHARE CAPITAL

During the year under review, the paid-up capital of the Company has remained the same.

Issue of Shares with differential rights

During the year under review, the Company has not issued equity shares with differential rights.

Issue of Sweat Equity Shares

During the year under review, the Company has not issued Sweat Equity Shares.

Issue of Employee Stock Options

During the year under review, the Company has not issued any shares under Employee Stock Option.

Buy Back

During the year under review, the Company has not bought back any shares.

Authorised Share Capital

During the year under review, there is no change in the Authorized Share Capital of the Company.

10. FINANCE AND INSURANCE

The Company has been financed by State Bank of India and HDFC Bank Limited.

All insurable interests of the Company, including plant and machinery, building, stocks, vehicles, stores and spares have been adequately insured against various risks and perils.

11. PUBLIC DEPOSITS

The Company has not accepted deposit from public during the year and there was no deposit outstanding on March 31,2025.

12. PARTICULAR OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY

During the year under review, your Company does not have any Subsidiary/ Joint Venture/ Associate Company.

13. CERTIFICATIONS

During the year under review the Company have its quality certifications of ISO 9001:2015, certification for environment management system of ISO 14001:2015 and certification for occupation, health & safety of ISO 45001:2018.

14. EXPORT HOUSE STATUS

The Company has the status of “Three Star Export House” by Office of Additional Director General of Foreign Trade, Ahmedabad, in accordance with provisions of Foreign Trade Policy, 2023. This status is valid till March 31,2028.

15. CREDIT RATING

The CARE Ratings Limited has reviewed the ratings on the bank facilities of the Company and reaffirmed the rating of the Company as “CARE A-; Stable” assigned to the long term bank facilities and “CARE A2-; Stable/ CARE A2 ” assigned to long term/ short term bank facilities for fund based limit and “CARE A2 ” assigned to the short term bank facilities for non fund based limit.

16. LISTING

The Equity Shares of the Company continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and required Listing Fees for the year 2025-26 has been paid.

17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as “Annexure A” to the Board's report.

18. RISK MANAGEMENT

We believe that risk management is an integral part of our operations. It is essential to identify and manage risks in order to reduce uncertainties and ensure continuity of business. We have a risk management framework and team that implements the processes specified in the framework. Further details are set out in

the Management Discussion and Analysis Report forming part of the Directors’ Report.

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules framed there under the Company has a Corporate Social Responsibility Committee of Directors.

At the end of the year under review, the composition of the CSR committee, as per the applicable provisions of the Act and Rules, is as follows:

Mrs. Paru M. Jaykrishna - Chairperson Ms. Maitri K. Mehta - Member

Mr. Nirav K. Shah - Member

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

The CSR Committee has inter alia also formulated a CSR Policy.

The Company is not required to deposit any amount in a separate Bank account opened with a Scheduled Bank in Compliance with CSR Rules 2021 for the CSR identified projects.

Pursuant to sub-rule (1B) of Rule 12 of Companies (Accounts) Rules, 2014, the Company has submitted the Report on Corporate Social Responsibility (CSR) through web form CSR 2 for the financial year 2023-24.

The role of the CSR Committee is to review the CSR policy, indicate activities to be undertaken by the Company towards CSR activities and formulate a transparent monitoring mechanism to ensure implementation of projects and activities undertaken by the Company towards CSR initiatives.

The Report on CSR Activities, which forms part of the Directors’ Report, is annexed as “Annexure B” to this report.

20. DISCLOSURES ON MANAGERIAL REMUNERATION

Details of Managerial Remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is given as per “Annexure C” to this report.

21. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure D” to this report.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Munjal M. Jaykrishna (DIN: 00671693) and Mr. Ashok D. Barot (DIN: 08366687), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Nomination and Remuneration Committee and Board recommends such

reappointment.

Brief profile of the Director being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the Notice of the forthcoming AGM of the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel:

Mr. Munjal M. Jaykrishna, Joint Managing Director & CEO

Mr. Sachin M. Jaykrishna, Whole Time Director Mr. Amit D. Soni, Chief Financial Officer (CFO)

Mr. Mehul Naliyadhara, Company Secretary (CS)

On recommendation of Nomination and Remuneration Committee (NRC) and the Board of directors, subject to approval of the Central government and other authority, if any, the Members has appointed, Mr. Sachin M. Jaykrishna, as Whole time director of the Company w.e.f. 2nd August, 2024. Mr. Hardik S. Shah has resigned from the post of Chief Financial Officer with effect from closure of business hours on 2nd December,

2024. Mr. Amit D. Soni has been appointed as the Chief Financial Officer of the Company w.e.f 10th February,

2025.

Women Director

The Board of Directors of the Company includes women director viz. Mrs. Paru M. Jaykrishna and Ms. Maitri K. Mehta. Accordingly, the Company is in compliance with the requirement of section 149(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Non-Executive_Non-Independent_&_Independent

Directors

Mr. Jigar M. Patel have been re-appointed as an Independent Director of the Company for a second term of five consecutive years with effect from August 09, 2022 and Ms. Maitri K, Mehta was re-appointed as an Independent Director of the Company for a second term of five consecutive years with effect from March 28, 2024.

During the year, pursuant to the provisions of the Companies Act, 2013, Mr. Gautam M. Jain and Dr. Pradeep Jha, has ceased to be Independent Directors of the Company, w.e.f. close of business hours on 11th August, 2024, consequent to end of their second and final term of five years as an Independent Directors of the Company. On recommendation of Nomination and Remuneration Committee (NRC) and the Board of directors, the Members has appointed, Mr. Nirav K. Shah (DIN: 00397336), Mr. Sameer S. Sinha (DIN: 00217107) and Mr. Keyur D. Gandhi (DIN: 02448144), as an Independent Directors of the Company for a first term of five consecutive years effective from 2nd August, 2024.

During the year, Mr. Gokul M. Jaykrishna (DIN: 00671652) resigned from the designation of NonExecutive Non-Independent Director of the Company with effect from closure of business hours on 27th

December, 2024.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

Statement regarding to Integrity, Expertise and Experience (including the proficiency) of the Independent directors

The Board has opined that all the Independent directors of the Company has possessed relevant Integrity, Expertise and Experience in commensurate with the business of the Company. All Independent Directors of the Company are registered with the Independent Directors Databank as maintained and managed by the Indian Institute of Corporate Affairs. Also all Directors have meets the requirements of proficiency selfassessment test under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (amended from time to time).

Board Evaluation

The Board of Directors of the Company is committed to assess its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report.

Policy on Appointment and Remuneration of Directors and Key Managerial Personnel

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available on the website of the Company at

https://www.aksharchemindia.com/uploads/report/671152 722747311.%20Nomination%20and%20Remuneration% 20Policy.pdf.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company at https://www.aksharchemindia.com/uploads/report/38916 57873710POLICY.pdf .

Diversity of the Board

The Company recognizes and embraces the benefit of having a diverse Board of Directors and views increasing diversity at the Board level as an essential

element in maintaining competitive advantage in the Business in which it operates. This Policy is available on the website of the Company at https://www.aksharchemindia.com/uploads/report/85615 272277327.%20Policy%20of%20Board%20Diversity.pdf

23.NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-2025, the Board of Directors of the Company, met 4 (Four) times on May 29, 2024, August 02, 2024, November 12, 2024 and February 10, 2025.

24.INDEPENDENT DIRECTORS’ MEETING

A separate Meeting of the Independent Directors of the Company was also held on February 10, 2025, where at the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed.

25. AUDIT COMMITTEE

At the end of the year 31.03.2025, the composition of the Audit committee, as per the applicable provisions of the Act and Rules, is as follows:

Mr. Nirav K. Shah - Chairman

Mr. Jigar M. Patel - Member

Ms. Maitri K. Mehta - Member

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have adopted the vigil mechanism/whistle blower policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. The Audit Committee oversees the vigil mechanism.

27.INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board has adopted policies and procedures to ensure the orderly and efficient conduct of its business, including but not limited to the prevention and detection of frauds and errors, the safeguarding of its assets, the accuracy and completeness of the accounting records, adherence to the company’s policies, periodical review of financial performance of Company and review of the accounts every quarter by Statutory Auditors. The Company has appointed Independent Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls and suggest improvements.

Internal Control Systems are reviewed by Audit Committee headed by a Non- Executive Independent Director on a regular basis for its effectiveness and the necessary changes suggested are interpreted into the system. Every quarter the Audit Committee reviews the

adequacy and effectiveness of internal control systems

and monitors the implementation of improvement actions.

28.AUDITORS

A) STATUTORY AUDITORS

M/s. Talati & Talati LLP, Chartered Accountants (Firm Registration No. 110758W/W100377), Ahmedabad, were appointed as the Statutory Auditors of the Company for a term of five years up to the conclusion of the 38th Annual General Meeting of the Company to be held in 2027.

M/s. Talati & Talati LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2024-25, which forms part of the Annual Report 2024-25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

B) SECRETARIAL AUDITOR

Mr. Bipin L. Makwana, Practicing Company Secretary (Membership No. A15650), was appointed to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules there under. Secretarial Audit Report for F.Y. 202425 forms part of the Annual Report as “Annexure E” to the Board's report. The Secretarial Auditor has not made any comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report except as referred in report, the Company had filed application to Central Government for the approval of appointment of Mr. Sachin Jaykrishna as the whole time director treating him as foreign national and process is ongoing. The required documents has been filed and order is awaited.

Further pursuant to recent amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of Secretarial Auditor of the Company is required to be approved by the members of the Company. The Board of Directors has recommended appointment of Mr. Bipin L. Makwana, Practicing Company Secretary (Membership No. A15650) as the Secretarial Auditor of the Company to hold office for a period of five consecutive years commencing from FY 2025-26 to FY 2029-30. The Company has received the written consent and a certificate that Mr. Bipin L. Makwana satisfy the criteria for appointment as Secretarial Auditor and that appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. Member’s approval for appointment of Mr. Bipin L. Makwana, as the Secretarial Auditor of the Company under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 has been sought in this Notice convening the 36th AGM of the Company.

C) COST AUDITOR

During the year under review, the Company has

made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2024-25, M/s. M. I. Prajapati & Associates, Cost Accountants, Ahmedabad (FRN-101450) have conducted the audit of the cost records of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed M/s. M. I. Prajapati & Associates, Cost Accountants, Ahmedabad (FRN-101450) to conduct the audit of the cost records of the Company for the financial year 2025-26. The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. M. I. Prajapati & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2025-26 has been included in the Notice of the ensuing 36th Annual General Meeting of the Company. The Directors recommend the same for approval of the Members.

D) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of directors of the Company has appointed M/s. Mahendra N. Shah & Co., Chartered Accountants, Ahmedabad as an Internal Auditor of the Company for the financial year 2024-25.

E) REPORTING OF FRAUD BY AUDITORS

During the year under review, the auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

29. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025 in the prescribed format is available on the Company’s website at www.aksharchemindia.com.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

During the year under review, the Company has not given loans, provided any guarantees or made investments covered under section 186 of the Companies Act, 2013.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES

All Related Party transactions that were entered into during the year under review were in ordinary course of business and were on arm’s length basis. There were no materially significant related party transactions made by the Company which may have potential conflict of interest.

Further, there were no material related party transactions which were not in ordinary course of

business and were not on arm’s length basis and hence there was no information required to be provided under Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in form AOC-2 and under Section 188(2) of the Companies Act, 2013. However, the details of transactions with Related Parties are provided in the Company’s financial statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board is available on website of the Company at https://www.aksharchemindia.com/uploads/report/71917 06680336Policy%20on%20Related%20Party%20Trans action.pdf .

32. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is appended as “Annexure F” to this Report.

33. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. A separate Corporate Governance Report as stipulated under Chapter IV read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as “Annexure G” to this Report together with certificate from Mr. Bipin L. Makawana, Practicing Company Secretary (Membership No. A15650) confirming compliance with the conditions of Corporate Governance.

34. B USINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to submit Business Responsibility and Sustainability Report not applicable to your Company for the financial year ended 31st March, 2025.

35. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 and based on the information provided by the management, your directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for the year ended on that date;

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

irregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(e) 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

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

36.DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment. The details of complaints received and resolved during the financial year ended March 31,2025, are as follows:

(a)

Number of complaints of sexual harassment received in the year

Nil

(b)

Number of complaints disposed off during

Nil

the year

(c)

Number of cases pending for more than

Nil

ninety days

37. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

During the financial year under review, the Company is in compliance with the provisions relating to the Maternity Benefit Act, 1961.

38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

39. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our human capital contributes significantly to our business operations and we believe that employees are our valuable asset and core strength. To further support that strength, we have identified skill set building as one of key business drivers, and have focused our employee initiatives in that direction. We periodically organize various trainings for our employees to enhance their knowledge and skills. Our learning and development training programs are governed by quality business management principles adopted by us, which include a principle of in-depth identification of development needs

and comprehensive structure of learning and development.

We believe that our human resources initiatives led to positive trends in the production, quality, cost, delivery, safety and morale parameters in manufacturing, a higher level of engagement in workers, better working relationships between sales managers and reportees. We also engage contract labour depending on our requirements from time to time, particularly at our manufacturing facilities. The attrition rate of the Company is very low as compare to other companies in the concerned sector. Industrial relations remained harmonious with a focus on productivity, quality and safety throughout the year.Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

40. DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) no significant or material orders were passed by any regulator or court or tribunal which impacts the going concern status and Company’s operations in future.

(ii) no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

(iii) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

(iv) the 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.

41. GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.

42. ENVIRONMENT SAFETY AND HEALTH

Your Company continues to exercise persistent and meticulous efforts towards greener earth and environment conservation. The Company preserves in its efforts to teach safe and environmentally accountable behavior in every employee, as well as its vendors. The Company is committed towards safety, not only of its own men and plant, but also of the society at large.

Solid waste generated at the Works, after treatment of its liquid effluent is shifted to a Gujarat Pollution Control Board (GPCB) approved site.

The Company continues to demonstrate its commitment to a clean and safe environment. The State of the art effluent treatment plant continues to run satisfactorily, so that the treated waste water discharged is well within the stipulated norms set by GPCB.

Your Company has ISO 14001:2015, ISO 9001:2015 and ISO 45001:2018 certification for its unit.

43. APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors are grateful and pleased to place on record their thanks to Government of India, Government of Gujarat, Electricity supply companies and Bankers for their excellent support, guidance and continued cooperation.

The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage.

44. CAUTIONARY STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such

forward-looking statement. Some important factors that could influence the Company’s operations comprise of economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (Broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
Prevent unauthorised transactions in your Stock Broking account --> Update your mobile numbers/ email IDs with your stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day…..Issued in the interest of Investors.
Attention Investors :
Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number and Email address with your Depository Participant. Receive alerts on your Registered Mobile and Email address for all debit and other important transactions in your demat account directly from CDSL on the same day….. issued in the interest of investors.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor account.
Attention Investors :
Investors should be cautious on unsolicited emails and SMS advising to buy, sell or hold securities and trade only on the basis of informed decision. Investors are advised to invest after conducting appropriate analysis of respective companies and not to blindly follow unfounded rumours, tips etc. Further, you are also requested to share your knowledge or evidence of systemic wrongdoing, potential frauds or unethical behavior through the anonymous portal facility provided on BSE & NSE website.
Attention Investors :
Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. || Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. || Pay 20% upfront margin of the transaction value to trade in cash market segment. || Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 andNSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. || Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month….. Issued in the interest of Investors.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.