Laffans Petrochemicals Ltd Directors Report

Dear Members,

The Board of Directors of the Company are pleased to present the 32^nd Annual Report of the Company along with the Audited Financial Statements for the financial year ended on March 31 ^st, 2025

1. FINANCIAL SUMMARY/ HIGHLIGHTS/ OPERATIONS STATE OF AFFAIRS

The Financial performance of the company for the year ended on March 31, 2025 is summarized below:

[in Lacs]

Particulars	Year ended on 31.03.2025	Year ended on 31.03.2024
Total Revenue	1,384.05	1,413.82
Less: Total Expenses	1,127.69	1,034.02
Profit before exceptional items and Tax	256.36	379.80
Less: Current tax for the year and prior year	4.15	60.00
Less: Deferred tax liability	51.82	59.37
Profit after taxation	200.39	260.43

2. TRANSFER TO RESERVE:

Your Board of Directors has not recommended transferring any amount to General Reserves.

3. DIVIDEND:

During the year under review to conserve the cash, your Board of Directors has not recommended any dividend. The Board has decided to retain all earnings for the current period and such retained earnings will be used to fund future investments and support the companys continued growth.

4. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

5. SHARE CAPITAL:

During the year under review the Company has neither issued nor allotted any further Shares and accordingly there was no change in share capital of the Company. The paid up Equity Share Capital of the Company as on March 31, 2025 is Rs. 8,00,00,000/- divided into 80,00,000 Equity Shares of Rs. 10/- each.

6. OPERATING & FINANCIAL PERFORMANCE & INTERNAL CONTROL:

Performance of the Company:

Your company has generated gross revenue of Rs.1,384.05 Lacs as compared to Rs. 1413.82 Lacs in the previous year. The revenue from operations by way of trading during the year amounted to Rs 816.10 Lacs compared to Rs. 605.82 Lacs in the previous year. The company had started in its financial year imports of chemicals from Dubai and is seeking opportunities towards Leasing and Rental Services and commodities based on its past experience.

Performance of Subsidiary Companies/Associate Companies/Joint Ventures:

The Company does not have any Subsidiary or Holding or Associate Company.

Internal Control:

The Company has in place and established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. Code of Internal controls which require that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.

Companys Policies on Remuneration, Whistle Blower and also Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Companys website : https://laffanspetrochemical.com

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:

The Companys Board of Directors is made up of highly respected individuals with proven abilities and strong ethical principles. They bring a wealth of experience, financial expertise, and leadership skills to the table. Furthermore, they are deeply committed to the Companys success and invest significant time in Board Meetings and preparation.

To comply with Listing Regulations, the Board has carefully identified the essential skills, expertise, and competencies needed by its Directors to effectively manage the Companys operations. These details are outlined in the Corporate Governance Report.

As on the date of this report, the Board of Directors comprises of 5 Directors, out of which 3 are Independent Directors. The composition of the Board complies with the requirements prescribed in the Listing Regulations.

Particulars of Changes to the Board Appointment/Re-appointment

Mr. Roshan Narayandas Chowdhry (DIN: 09454405) was appointed as an Independent Director by Board on June 18, 2024 and approved by members of the Company in 31^st Annual General Meeting held on July, 12, 2024.

Cessation

During the year under review, Mr. Rajesh Udharam Thadani (DIN: 00009889) vacated the office due to completion of his term as an Independent Director as on November 13, 2024.

Directors liable to retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Anisha Seth (DIN: 06867960), Director of the Company retires by rotation at the ensuing 32^nd Annual General Meeting ("AGM") of the Company and being eligible, offers herself for re-appointment at the ensuingAGM.

The Board on the recommendation of the Nomination & Remuneration Committee ("NRC") has recommended her re-appointment.

Details of Mrs. Anisha Seth (DIN: 06867960) is provided in the "Annexure 1 & 2" to the Notice, in accordance with the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings ("SS- 2"), issued by the Institute of Company Secretaries of India.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Companies Act, 2013 and the Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence.

Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

Further, in terms of Section 150 of the Act and declaration in compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data

Bank created by MCA for Independent Directors, has been received from all the Independent Directors. Mr. Deepak Jagannath Roy (DIN: 08023836), Mr. Gajraj Ramsuphal Mishra (DIN: 09454405) and Mr. Roshan Narayandas Chowdhry (DIN: 01625827) are Non-Executive Independent Directors as on March 31, 2025. The Company has formulated a policy on ‘familiarisation programme for independent directors which is available on the Companys website at the link: https://laffanspetrochemical.com/investor/

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Companies Act, 2013 following are the Key Managerial Personnel of the Company as on March 31, 2025:

1) Mr. Sandeep Seth (DIN: 00316075), Managing Director,

2) Mrs. Anisha Seth (DIN: 06867960), Whole-time Director

3) Mr. Mahalinga Booba Kotian, Chief Financial Officer

4) Mrs. Nazneen Khan Company Secretary and Compliance Officer*

5) Ms. Vaishali Rathod, Company Secretary & Compliance Officer **

*Mrs. Nazneen Khan resigned as Company Secretary and Compliance Officer.e.f January 2, 2025. w **Ms. Vaishali Narendra Rathod was appointed as Company Secretary and Compliance Officer w.e.f January 6, 2025.

8. EVALUATION OF THE BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board and Nomination & Remuneration Committee has carried out an Annual Performance Evaluation of the Board, the Directors individually as well as the evaluation of the working of its various Committees. The Board of Directors and Nomination & Remuneration Committee expressed their satisfaction with the evaluation process.

In a separate meeting of all the Independent Directors held on January 27, 2025, the performance evaluation of the Chairman taking into account the views of executive Directors and non-executive Directors, Non- Independent Directors and the Board as a whole was carried out by the Independent Directors. The Independent Directors expressed their satisfaction with the evaluation process.

Feedback was sought by way of a structured questionnaires which covers various aspects such as Boards functioning, effectiveness and contribution to Board processes, adequacy, appropriateness and timeliness of information, performance of the Board, attendance, acquaintance with business, communication inter-se between board members, effectiveparticipation, domain knowledge, compliance with code of conduct, vision, and strategy, etc.

The performance evaluation of all the Directors, Committees and the Board was carried out by the Nomination & Remuneration Committee, Independent Directors and Board at their respective meetings and they have expressed their satisfaction with the evaluation process.

9. SUCCESSION PLAN

The Board of Directors has satisfied itself that plans are in place for orderly succession for appointment of the Board of Directors and Senior Management.

10. PARTICULARS OF EMPLOYEES:

The information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the Company has no person in its employment drawing salary of One Crore and Two Lakh Rupees per annum or Eight Lakh and Fifty Thousand Rupees per month as defined under the provisions of Section 197 of the

Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details 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 for the financial year: a) The ratio of the remuneration of Directors to the median remuneration of the employees of the Company for the financial year 2024-2025:

Executive Directors	Ratio to median remuneration
Mr. Sandeep Seth	42,00,000: 1,62,000 = 25.93:1
Mrs. Anisha Seth	24,00,000: 1,62,000 = 14.81:1

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

During the year under review, there was no change in remuneration paid to all the Executive Directors (including Whole-time Director and Manager, if any)

The percentage increase in remuneration of Chief Financial Officer is 4.61%

Further there was no change in remuneration Company Secretary. c) The percentage increase in the median remuneration of employees in the Financial Year 2024-25- 14.67% d) The number of permanent employees on the rolls of Company as on 31.03.2025 – 15 e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year is 11.44%. There is no increase in in the managerial remuneration in comparison to previous year. f) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirm that the remuneration is as per the remuneration policy of the Company.

11. AUDITORS OF THE COMPANY :

a. Statutory Auditors and Report

At the Annual General Meeting held on July 17, 2023, M/s. Parveen Lokwani & Co. (FRN 143818W), Statutory Auditors of the Company were appointed as statutory auditors of the Company for a term of 5 (five) years from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM at such remuneration as may be determined by the Board of Directors and the said Auditors from time to time.

M/s. Parveen Lokwani & Co. has furnished a certificate of their eligibility and consent under section 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules 2014 for holding the office as the Statutory Auditors of the Company. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors Report on the Financial Statements for the Financial Year ended on March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer. The report given by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual.

b. Internal Auditor

The Board of Directors at their meeting held on May 21, 2024 had appointed M/s. Pushp K. Sahu & Co, Chartered Accountants, as Internal Auditor of the Company for the Financial Year 2024-25. The Internal Auditor have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year.

c. Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 as the turnover of the Company for the Financial Year 2024-25 was less than Rupees 35 Crores.

d. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. Nidhi Bajaj & Associates (COP No.: 14596), Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (‘the Act) and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), every listed company is required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Boards report, prepared under Section 134(3) of the Act. Additionally as per the recent amendment in SEBI LODR, a listed entity must appoint an individual as Secretarial Auditor (Peer Reviewed) for a maximum one term of five consecutive years, with members approval to be obtained at the Annual General Meeting.

Accordingly, the Audit Committee and the Board of Directors at their meeting held on May 23, 2025, has recommended the appointment of M/s. Zankhana Bhansali & Associates, Practicing Company Secretaries (COP No. 10513) as the Secretarial Auditor of the Company for a period of five (5) consecutive years, commencing from April 1, 2025 to March 31, 2030, subject to approval of the Members at the Annual General Meeting. Furthermore, in terms of the amended regulations, M/s. Zankhana Bhansali & Associates has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and holds a valid peer review certificate.

M/s. Zankhana Bhansali & Associates has provided a declaration to that effect that they are not disqualified from being appointed as Secretarial Auditor and that they have not taken up any prohibited non secretarial audit assignments for the Company, its holding and subsidiary companies. While recommending M/s. Zankhana Bhansali & Associates for appointment, the Board and the Audit Committee evaluated various factors, including the firms capability to handle a diverse and complex business environment, its existing experience in the Companys business segments, its industry standing, the clientele it serves, and its technical expertise. M/s. Zankhana Bhansali & Associates was found to be well-equipped to manage the scale, diversity, and complexity associated with the Secretarial Audit of the Company.

The Secretarial Auditor has conducted an audit as per the applicable provisions of the Companies Act, 2013 and Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder for the financial March 31, 2025 has been annexed to this Board Report and marked as Annexure ‘I and forms part of the Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

12. ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with the Regulation 24A of the Listing Regulations and the SEBI Master Circular SEBI/HO/CFD/ PoD-1/P/CIR/2024/0154 dated November 11, 2024, the Company has undertaken an audit for the Financial Year 2024-25 for all the applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by M/s. Nidhi Bajaj & Associates (COP No.: 14596) has been submitted to the Stock Exchanges within the prescribed timelines. Annual Secretarial Compliance Report does not contain any qualification, reservation, adverse remark or disclaimer.

13. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by the Company.

14. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure ‘II and forms part of it.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation

34 read with Schedule V (B) of Listing Regulations is presented in a separate section as PART A of Annexure ‘III forming part of the Annual Report.

17. DEPOSITS:

Your Company had not accepted the deposits from the public as per Section 74 of Companies Act, 2013 read with Rule 20 of the Companies (Acceptance of Deposits) Rules, 2014.

18. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of the Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 by the Company, to other Body Corporate or persons are given in notes to the Financial Statements.

19. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES:

Your Company does not have any Subsidiary /Joint Venture Company

20. RISK MANAGEMENT:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely definedand mitigated in accordance with the well-structured risk management process.

21. ESTABLISHMENT OF VIGIL MECHANISM:

Your Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances. The Board has accepted all the recommendations of the Audit Committee during the year under review as and when brought to their notice. The mechanism framed by the Company is in compliance with the requirements of the Act and SEBI Listing Regulations and the same is available on the website of the Company at www. .

22. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year 2024-25, Six (6) Board Meetings were held on 21.05.2024, 18.06.2024, 09.08.2024, 11.11.2024, 06.01.2025 and 27.01.2025. The Board Meetings were held in compliance with the provisions of the Companies Act, 2013.

23. COMMITTEES OF THE BOARD

The Board has constituted the following mandatory committees viz. a. Audit Committee; b. Nomination and Remuneration Committee; and c. Stakeholders Relationship Committee.

The terms of reference of these committees are as required under the provisions of the respective Acts / Listing Regulations and as determined by the Board. Meeting of each of these Committees are convened by the respective Chairperson of the Committees and minutes of the meetings of these Committees are placed at the Board Meetings. The details of these committees are stated in this / Annexures to this Report.

23.1. Audit Committee

The Company has duly constituted the Audit Committee in line with the requirements prescribed under the provisions of the Companies Act, 2013 and Listing Regulations. The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, composition and changes, if any, in the composition of Audit Committee and Role of the Audit Committee is provided in the Corporate Governance Report annexed to this Report as PART B of Annexure ‘III.

The Company Secretary of the Company acts as Secretary of the Committee. During the year there are no instances where the Board had not accepted the recommendation of Audit Committee.

23.2. Nomination & Remuneration Committee & Policy

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Listing Regulations. The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, composition and changes, if any, in the composition of Nomination & Remuneration Committee and Role of the Committee is provided in the Corporate Governance Report annexed to this Report as PART B of Annexure ‘III.

The Company Secretary of the Company acts as Secretary of the Committee.

Remuneration Policy and criteria for determining attributes, qualification, independence and appointment of Directors

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration in accordance with the provisions of the Companies Act, 2013 and Listing Regulations. The said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence of Directors. The Policy is available on the Companys website at the link: https://laffanspetrochemical.com/ investor/

22.3Stakeholders Relationship Committee

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Listing Regulations. The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, composition and changes, if any, in the composition and Role of the Stakeholders Relationship Committee and status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report annexed to this Report as PART B of Annexure ‘III. The Company Secretary of the Company acts as Secretary of the Committee.

24. ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on its website at: https://laffanspetrochemical.com/investor/

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

The Company has in place adequate internal financial control with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. A strong internal control culture is pervasive in the Company. The Company has implemented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The Internal Auditors continuously monitorefficiency of internal controls with objective of providing to the audit committee and the board of directors an independent, objective and reasonable assurance on the adequacy and effectiveness of the organisations risk management, controls and governance processes.

The systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Audit Committee periodically reviews the performance of internal audit system.

The Audit Committee reviews adherence to internal control systems and internal audit reports. Further, the Board annually reviews the effectiveness of the Companys internal control system.

26. RELATED PARTY CONTRACTS AND ARRANGEMENTS:

The Company has formulated a policy on materiality of related party transactions and manner of dealing with related party transactions which is available on the Companys website at the link: www.laffanspetrochemical. com.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

No material related party transactions were entered during the financial year by the Company. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for Financial Year 2024-25 and hence does not form part of this report.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

Details of transactions, contracts and arrangements entered into with related parties by the Company, during Financial Year 2024-25, is given under Notes to Accounts annexed to Financial Statements.

27. CORPORATE GOVERNANCE REPORT

The Company is committed to uphold the highest standards of Corporate Governance and adheres to the requirements set out by the Companies Act, 2013 and the Listing Regulations. The report on Corporate Governance as stipulated under Regulation 34 of Listing Regulations forms part of the Annual Report as PART B of Annexure‘III from M/s. Nidhi Bajaj & Associates (COP No.: 14596), .The requisitecertificate Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Schedule-V of the Listing Regulations is attached to the report on Corporate Governance.

28. POLICY DEVELOPED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of Companies Act 2013 the Company does not fall within the criteria to contribute towards the CSR.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted various practices on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this act. During the year under review, there were no Complaints pertaining to sexual harassment.

During the year 2024-25, there were no complaints received by the Committee

30. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:-a. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period; c. the Directors had taken proper and sufficientcare for the maintenance of adequate accordance with the provisions of this Act for safeguarding the Assets 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 Company and that such an internalfinancialcontrolsareadequateand were operatingeffectively f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

32. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: of the Company occurred between the Nomaterialchangesandcommitments affecting the financial ends of the Financial Year to which this Financial Statements relate on the date of this report.

33. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The notes on the financial statement referred in the Auditors Report are self-explanatory any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year 2024-25. During the year under review, the Statutory Auditor and the Secretarial Auditor 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, details of which needs to be mentioned in this Report.

34. GENERAL

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

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

There has been no change in the nature of business of the Company.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one time settlement with any Bank or Financial Institution.

There was no revision in the previous financial statements of the Company.

35. CAUTIONARY NOTE

Statement in this report describing the Companys objectives, projections, estimates, expectation and prediction may be "forward looking statements". Actual results could differ materially from those expressed or implied due to variations in prices of raw materials and realization of finished goods, changes in government regulation, tax regimes, economic developments and other incidental factors.

36. ACKNOWLEDGEMENTS

The Board of Directors places on record their grateful appreciation for the assistance and co-operation received from the shareholders, customers, vendors, bankers, financial institutions regulatory and Governmental authorities in India and abroad. The Board of Directors also recognize and appreciate the efforts of all the employees that ensured accelerated growth in a challenging business environment.

		By order of the Board of Directors
	ochemicals Limited Petr For Laffans
	Sd/-	Sd/-
Place: Mumbai	Sandeep Seth	Anisha Seth
Date: 23.05.2025	Managing Director	Whole Time Director
	(DIN: 00316075)	(DIN: 06867960)