Black Rose Industries Ltd Directors Report

Dear Members,

The Directors are pleased to present herewith the 35 th Annual Report of the Black Rose Industries Limited (the Company) along with the Audited Financial Statements for the financial year (FY) ended 31 st March, 2025.

1. Financial Results - Extract

The Companys standalone and consolidated performance during the financial year ended 31 st March, 2025, as compared to the previous financial year is summarised below:

? in lakhs Particulars	Consolidated Year ended		Standalone Year ended
	31 s March, 2025	31 st March, 2024	31 st March, 2025	31 st March, 2024
Revenue from Operations and Other Income	39,471.45	38,504.13	34,631.71	28,506.97
Earnings Before Interest Depreciation Tax Amortisation and Exceptional Items (EBIDTAE)	3,273.69	3,265.30	3,835.91	3,154.72
Less: Exceptional Items	25.36	0	25.36	0
Earnings Before Interest Depreciation Tax and Amortisation (EBIDTA)	3,248.33	3,265.30	3,810.55	3,154.72
Less: Finance Cost	100.12	106.83	97.85	105.30
Profit Before Depreciation and Tax (PBDT)	3,148.21	3,158.47	3,712.70	3,049.42
Less: Depreciation	314.52	300.65	314.52	300.65
Profit Before Tax	2,833.69	2,857.82	3,398.18	2,748.77
Less: Provision for Tax	739.22	734.95	739.22	706.07
Profit After Tax	2,094.47	2,122.87	2,658.96	2,042.70
Total Comprehensive Income	2,130.46	2,074.03	2,659.33	2,054.35

2. Nature of Business

Black Rose Industries Limited is primarily engaged in the manufacturing and distribution of chemicals, with an additional presence in the renewable energy sector through wind power generation.

The chemical manufacturing division focuses on the production and sale of acrylamide liquid and its downstream derivatives-acrylamide solid, polyacrylamide liquid, and n-methylol acrylamide (NMA)-which have been developed in-house by the Companys Research and Development team. The R&D team is currently focused on adding polyacrylamide solid to the product portfolio and is also engaged in the development of additional value-added chemical products to support the Companys long-term growth strategy. In parallel, the Company is conducting a feasibility study and has applied for Environmental Clearance for a speciality amines manufacturing project, in collaboration with Koei Chemical Company Limited, Japan, to be implemented at its existing site in Jhagadia, Gujarat.

The chemical distribution division manages the domestic distribution of speciality and performance chemicals sourced from international manufacturers, along with merchant exports of chemicals, primarily catering to the oil and gas sector in the United States.

The renewable energy division operates windmills that generate and supply electricity to the State Electricity Boards of Rajasthan and Gujarat, in line with the Companys commitment to sustainable energy solutions.

There were no changes in the nature of the Companys business activities during the financial year ended 31 st March, 2025.

3. Performance Review

During the financial year 2024-25, Black Rose Industries Limited achieved its highest-ever annual standalone turnover of ? 346.32 crores, representing a strong year- on-year growth of over 21%. This performance was driven by sustained demand across key segments, an expanding customer base, and continued support from our principal partners.

Standalone EBITDA rose from 31.5 crores in the previous year to 38.4 crores, reflecting enhanced operational efficiency, effective market intelligence, and the strength of our diversified product portfolio.

In line with the Companys long-term strategic vision, several key initiatives were undertaken during the year. Construction commenced on a new, state-of-the-art Research & Development facility, and efforts to identify

and secure land for future development progressed significantly. The Company also made steady advances on upcoming projects and continues to explore new partnerships and business opportunities, laying a strong foundation for sustained growth in the years ahead.

The slight decline in consolidated revenue for 2024-25 is primarily attributable to the planned closure of the Companys wholly owned subsidiary, B. R. Chemicals Co. Ltd., effective 30 th January, 2025. While the subsidiary remained profitable, a strategic review determined that its operations were no longer aligned with the long-term objectives of the parent company.

The Chemical Distribution Division delivered a robust performance, recording a 29% year-on-year increase in value and a 10% growth in volumes. This was supported by strong domestic demand, strategic inventory planning, enhanced product offerings, and continued backing from international principals. Although export volumes were impacted in the final quarter due to a slowdown in the U.S. oil and gas sector, resilient domestic sales more than compensated for the decline, enabling the business to maintain its overall growth trajectory.

4. Share Capital

The total Paid-up Share Capital as on 31 st March, 2025 was 51,000,000/- comprising of 51,000,000 Equity Shares of 1/- each.

5. Dividend

The Company has continued its commitment to delivering value to shareholders through consistent dividend payouts for the financial year 2024-25.

• Owing to the dividend declared by its wholly- owned subsidiary, B.R. Chemicals Co. Ltd. Japan, the Company paid a special interim dividend of ?2.00 per equity share (equivalent to 200% of the paid-up share capital) during the year

• Subsequently, at its meeting held on 20th May, 2025, the Board of Directors approved an interim dividend of ? 0.50 per equity share (i.e., 50% of the paid-up share capital)

Further, for the financial year 2024-25, the Directors have recommended a final dividend of 0.55 per equity share (i.e., 55% of the paid-up share capital). In addition, considering the Companys good performance, the Directors are pleased to recommend a Special Dividend of 0.10 per equity share (i.e., 10% of the paid-up share capital) for the financial year ended 31 st March, 2025, subject to approval of the shareholders at the ensuing Annual General Meeting for the financial year 2024-25.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is uploaded on the Companys website at www.blackrosechemicals.com .

6. Transfer to Reserves

The Directors have not proposed to transfer any amount to the general reserve and have decided to transfer 2,659.33 lakhs to retained earnings for the financial year 2024-25. The closing balance of retained earnings of the Company as of 31 st March, 2025, after all appropriation and adjustments, was 13,984.95 lakhs. Directors Report

7. Credit Rating

The ratings given by CRISIL for short-term borrowings and long-term borrowings of the Company during the financial year are CRISIL A2 (Reaffirmed) and CRISlL BBB+/ Stable (Reaffirmed) respectively. There was no revision in the said ratings thereafter.

8. Business Scenario

The business environment during 2024-25 was characterised by a complex interplay of challenges and opportunities. Global demand, particularly from the U.S. oil and gas sector, experienced softness, impacting export volumes and pricing. However, the Indian chemical market demonstrated resilience, supported by steady industrial activity and growing domestic consumption. The Company navigated this uneven demand landscape through strategic inventory management, diversification of its product portfolio, and strong partnerships with international principals. Currency stability, especially in the INR-US$ exchange rate, helped mitigate procurement and sales risks, while fluctuations in raw material prices and global logistics disruptions continued to pose operational challenges.

On the supply side, Black Rose Industries maintained operational agility despite ongoing international freight constraints and volatility in shipping costs. Proactive measures such as optimised inventory positioning and efficient supply chain management enabled the Company to ensure uninterrupted customer service. Strategic initiatives including the development of new R&D capabilities and capacity expansion underscored the Companys commitment to long-term growth. The decision to exit certain non-core operations through the closure of a subsidiary reflects a focused approach to aligning resources with evolving market dynamics and core business priorities.

The business scenario is discussed in more detail in the Management Discussion and Analysis Report.

9. Acrylamide Plant at Jhagadia, Gujarat

During 2024-25, Black Rose achieved strong capacity utilisation at its acrylamide liquid plant, driven by stable demand, consistent raw material pricing, the addition of new markets and customers, and focused export-driven marketing efforts. Despite global logistics challenges, the Company sustained its market presence through strategic sourcing and supply chain management. The acrylamide solid business also saw steady growth, with increasing sales in both domestic and international markets. As the only producer of acrylamide solid outside China, Black Rose capitalised on rising import prices and improved operational efficiencies to further strengthen its position in this niche segment.

A detailed explanation of the acrylamide plant operations can be found in the Management Discussion and Analysis Report.

10. Polyacrylamide Liquid Plant at Jhagadia, Gujarat

The ceramic tile industry in Morbi — the primary markets for the Companys ceramic binder BRILBIND CE01 — faced pressure during 2024-25 due to global demand slowdown, inventory overhang, and rising competition from unorganised binder producers. These factors adversely impacted sales and capacity utilisation. To enhance market reach and drive wider acceptance, the Company introduced a more robust variant, BRILBIND CE03, during the year.

A detailed explanation of the polyacrylamide liquid plant operations can be found in the Management Discussion and Analysis Report.

11. N-methylol acrylamide (NMA) Plant at Jhagadia, Gujarat

The Company manufactures two grades of n-methylol acrylamide (NMA)—NMA 48% and NMA LF—speciality monomers used in the coatings and adhesives industries, with an installed capacity of 2,000 MTPA. In 2024-25, Black Rose Industries secured a majority share of the domestic market. Building on this strong position, the Company is now actively targeting export markets to fuel future growth.

An in-depth explanation about the n-methylol acrylamide plant operations is given in the Management Discussion and Analysis Report.

12. Fire Incident

During the financial year, on 3 rd January, 2025, a fire incident occurred at Building No. 2, Plot No. 11-18, Shree Laxmi Co-op. Industrial Estate Ltd., Hatkanangle, Dist. Kolhapur, a property owned by Black Rose Industries Limited (the Company). As no operations were being conducted by the Company at the affected site, there was no impact on the Companys business activities or functions. All assets damaged by the fire were fully insured, and the Company has duly submitted its claim with the insurance company, which is currently under process.

13. Subsidiary - B.R. Chemicals Co., Ltd., Japan

The Company has one subsidiary as on 31 st March, 2025. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (Act).

During the financial year turnover of the Companys wholly owned subsidiary was 53.86 crores.

The performance and financial position of the Companys subsidiary B.R. Chemicals Co., Ltd. for the year ended 31 st March, 2025 is attached to the financial statements hereto.

The Board of Directors of B.R. Chemicals Co. Ltd. (B.R. Chemicals), wholly owned subsidiary of the Company, in its meeting held on 30 th January, 2025, has decided to close its business activities with effect from 30 th January, 2025. The decision to close activities was made due to minimal profit margins, high operational costs, and the successful achievement of the main objective of establishing relationships with suppliers/principals in Japan.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

14. Material Changes and Commitments

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

15. Directors and Key Managerial Personnel Re-appointment

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Shruti Jatia (DIN: 00227127), Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, have recommended her re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of AGM, forming part of the Annual Report.

Mr. Ankit Kumar Jain was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 28 th May, 2024.

Apart from the above there has been no other change in the Directors and Key Managerial Personnel of the Company during the year under review.

16. Declaration from Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

a) They meet the criteria of independence as laid down under Section 149(6) of the Act and Rules made thereunder, as well as of Regulation 16 of the Listing Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs.

c)

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

17. Board Meetings and Board Committees

a) Board Meetings

Four (4) meetings of the Board of Directors were held during the year under review. The Corporate Governance Report, which is part of this report, contains the details of the meetings of the Board.

b) Committees

Pursuant to Section 177 and 178 of the Act and the rules made thereunder and in accordance with Listing Regulations, the Board of Directors has constituted five Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

All details pertaining to the composition of the Board and its committees are provided in the Corporate Governance Report, which is a part of this report.

The Company has been employing women employees in various grades within its offices and factory premises. The Company has constituted an Internal Compliant Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress any complaints received from employee(s) of the Company. The Company is strongly oppose to sexual harassment and all the employees are made aware about the consequences of such acts and the constitution of the Internal Compliant Committee.

During the year no complaint was received from any employee and hence no complaint is outstanding as on 31 st March, 2025.

c) Evaluations

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

The performance of the board was evaluated by the Board after seeking input from all the directors based on criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc. The performance of the committees was evaluated by the Board after seeking input from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

Directors Report

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

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

d) Policy on Directors Appointment and Remuneration and other details

The policy on Directors remuneration is available on the website of the Company at www. blackrosechemicals.com . The remuneration paid to the Directors is as per the terms laid out in the said policy.

18. Auditors

a) Statutory Auditor

Members of the Company at the AGM held on 29 th September, 2022, approved the appointment of M/s. M M Nissim & Co LLP, Chartered Accountants (Registration No. 107122W/ W100672), Chartered Accountants, as the statutory auditors of the Company for a period of five years from the conclusion of 32 nd Annual General Meeting till the conclusion of the 37 th Annual General Meeting to be held in the year 2027.

The Reports given by M/s. M M Nissim & Co LLP, Chartered Accountants on the standalone and consolidated financial statements of the Company for financial year 2024-25 do not contain any qualification, reservation or adverse remarks. There were no instances of fraud reported by the auditors.

b) Cost Auditor

Pursuant to the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to have the audit of its cost records.

M/s. Poddar & Co., Cost Accountants, Mumbai, was appointed as Cost Auditor of the Company for conducting the cost audit for the financial year 2024-25.

c) Secretarial Auditor

Secretarial Audit for the financial year 2024-25 was conducted by M/s. Shiv Hari Jalan & Co., Company Secretaries in Whole - Time Practice in accordance with the provisions of Section 204 of the Act. The Secretarial Auditors Report forms part of this Annual Report.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 st March, 2025 is available on the Companys website at www.blackrosechemicals. com .

20. Loans, Guarantees and Investments

The particulars of loans, guarantees or investments given/ made during the financial year under review and governed by the provisions of Section 186 of the Act have been furnished in Annexure I which forms part of this Annual Report.

21. Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

22. Consolidated Financial Statements

In accordance with the provisions of the Act and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2024-25, together with the Auditors Report, forms part of this Annual Report. A statement containing the salient features of the Companys subsidiaries, associate and joint venture Company in the prescribed Form AOC- 1.

23. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) The annual financial statements for the year ended 31st March, 2023 have been prepared in accordance with the applicable accounting standards along with proper explanation relating to material departures, if any;

b) They 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 at the end of the financial year and of the profit of the Company for that period;

c) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

24. Internal Financial Controls and Compliance Framework

Internal financial control over financial reporting have been designed to provide reasonable assurance with regards to recording and providing reliable financial information and complying with applicable accounting standards. These controls are reviewed periodically, and the Company continuously tries to verify these controls to increase its reliability.

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations. This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively.

25. Risk Management

In compliance with Regulation 21 of the Listing Regulations, a Risk Management Committee has been constituted by the Board. The Risk Management Committee, also known

as Risk Management Oversight Committee, is entrusted with roles and powers as specified in Part D of Schedule II of Listing Regulations. The Company has laid out a risk management policy for identification and mitigation of risks. The Risk Management Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritises the risks, if required, depending upon the effect on the business/reputation.

The other details in this regard are provided in the Report on Corporate Governance which forms a part of this Annual Report.

26. Vigil Mechanism and Reporting of Frauds

The Company has framed Vigil Mechanism/Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns or grievances, unethical behaviour and irregularities, fraud, if any, which could adversely affect the Companys operations to the Audit Committee Chairman.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rules made thereunder is provided in Annexure II which forms part of this Annual Report.

28. Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on arms length basis, hence Section 188(1) of the Act is not applicable and consequently no particulars in Form AOC - 2 are required to be furnished. During the year, the Company had not entered into any contract, arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

29. Business Responsibility and Sustainability Report (BRSR)

The Company has provided Business Responsibility and Sustainability Report which indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct This would enable the Members to have an insight into environmental, social and governance initiatives of the Company which forms part as a separate section of this Annual Report.

Directors Report

30. Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by any regulators or courts or tribunals which can have an impact on the going concern status of the Company and its future operations.

31. Listing

The Companys shares are listed on BSE Limited and the applicable listing fees for the same have been paid.

32. Managerial Remuneration and Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the Company are covered under the provisions of the said rules.

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of 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 provided in Annexure III which forms part of this Annual Report.

33. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) forms an integral part of an overall business policy aligned with its business goals. The Company, from time to time, endeavours to utilise allocable CSR budget for the benefit of society.

Salient features of the CSR policy and the details of activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure IV forming part of this report. The CSR Policy is available on the website of the Company.

34. Service of Documents through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose e-mail IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Also, in respect of shareholders whose e-mail IDs are not registered with their folios or Depository Participant (DP), a physical letter containing the link to access the Notice and Annual Report will be dispatched to their registered address.

35. Employees Stock Option Scheme

The Company has implemented BRIL Employee Stock Option Scheme 2020 [formulated under the SEBI (Share Based Employee Benefit) Regulations, 2014], approved

by the Shareholders of the Company on 29 th September, 2020 and thereafter, Board of Directors of the Company vide its resolution by circulation dated 26 th October, 2021 approved the amendment in the BRIL ESOS 2020 Scheme in order to align the same with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE Regulations).

The Company has obtained a Certificate from the Secretarial Auditors stating that ESOP Scheme has been implemented in accordance with the SEBI SBEB & SE Regulations. The said Certificate will be made available for inspection through electronic mode by writing to the Company at investor@blackrosechemicals.com from the date of circulation of the AGM Notice till the date of the AGM.

The applicable disclosures as stipulated under Regulation 14 of SEBI SBEB & SE Regulations with regard to Employees Stock Option Scheme of the Company are available on the website of the Company www.blackrosechemicals.com .

36. Disclosure Requirements

• As per Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis including the Business Responsibility and Sustainability Report are attached, which forms part of this report

• The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

• During the year under review the Company has complied with the provisions of the Maternity Benefits Act, 1961

• The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished

• During the year under review, 1,800 shares transferred to the Unclaimed Securities Suspense Escrow Account of the Company

• As required under Section 124 of the Act, 824,320 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year 2024-25. Details of shares transferred have been uploaded on the website of IEPF as well as the Company

During the year under review, there were no instances of one-time settlement with banks orfinancial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise

• During the financial year no application has been made, and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016

• All the properties, including buildings, plant and machinery and stocks have been adequately insured

37. Acknowledgements

The Board of Directors place on record sincere gratitude and appreciation to all the employees at all levels for their hard work, solidarity, cooperation, and dedication during the year.

The Board conveys its appreciation to its principals, customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.

Cautionary Statement

Certain statements in this Directors Report and in the Management Discussion and Analysis Report describing the Companys objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the Companys operations include the availability of raw material/ product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. Directors Report

Annexure IV

Report on CSR Activities of the Company as per Companies (Corporate Social Responsibility Policy) Rules, 2014.

1. Brief outline on CSR Policy of the Company

The Corporate Social Responsibility (CSR) Policy of the Company, as approved by the Board of Directors of the Company, explains detailed framework for undertaking various CSR programmes in accordance with Section 135 of the Companies Act, 2013 (the Act) and the rules made thereunder. In accordance with Schedule VII of the Act, the Company actively contributes to societal development through initiatives focused on promoting education, enhancing educational infrastructure, and providing healthcare support, among other activities.

Overview of the projects or programmes undertaken/proposed to be undertaken either directly or through implementing agency;

a) Atma Van

Atma Vans objective is to develop and maintain a Green Belt under the Green GIDC initiative by planting 1,000 trees in an area of 8,000 sq. mtr. allocated by GIDC outside our factory premises.

b) Chiranjilal P. Vyas Memorial Scholarship

Chiranjilal P. Vyas Memorial Scholarship was established in honour of the Late Chiranjilal P. Vyas, who served as General Manager of Accounts and Finance at Black Rose Industries Limited Vyasji was a pillar of strength and stability for the Company, and this scholarship pays tribute to his legacy. Managed by Atmasantosh Foundation, the scholarship provides financial support to students pursuing a Chartered Accountant or Company Secretary professional course. It is designed to empower students from small towns and cities to pursue higher education and build meaningful careers.

c) Edu-Med

The programme provides educational, medical, and other essential support to schools, healthcare centres, orphanages, and other institutes. Through this programme, we hope to enable individuals to become productive members of society.

d) Patang Scholars Program

Atmasantosh Foundations flagship program, Patang Scholars Program, is a scholarship programme for talented, ambitious, and underserved students seeking financial support to pursue higher education. Atmasantosh Foundation provides students with the skills and resources they require to become well-developed, successful, and socially responsible leaders.

e) Vidya Sahyog Program

Atmasantosh Foundations Vidya Sahyog Program provides scholarships to meritorious students from rural parts of India. The program aims to ensure that financial limitations do not hinder their pursuit of higher education, academic success, and career aspirations.

f) Aviral Gyan Program

The Aviral Gyan Program aims to upgrade school infrastructure to enhance the learning experience of students studying in rural areas. Black Rose Industries Limited has funded Atmasantosh Foundation to undertake infrastructural development projects in two schools, including the construction of an Atal Tinkering Lab (ATL) and an open stage, installation of a 5,000-litre water tank, and renovation of the schools main gates.

g) SHIELD Program

SHIELD is an initiative by Atmasantosh Foundation that promotes first-aid preparedness across India. By equipping individuals with essential life-saving knowledge and fostering a culture of well-being, SHIELD aims to build healthier, more resilient communities.

h) Gyankosh Scholarship Program

Gyankosh Scholarship Program is a need-based scholarship programme for students from financially weaker sections. The Gyankosh Scholarship Program was launched, providing funds for students to obtain the education they may not have been able to access otherwise. The programme is open to Indian students of any grade from kindergarten to postgraduation. There is no formal recruiting done, and the programme relies on word-of-mouth means of communication, with interested students asked to fill out an application form to gauge eligibility.

2. Composition of CSR Committee Sl. No.	Name of Director	Designation/ Nature of designation	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1.	Shruti Jatia	Chairperson	1	1
2.	Anup Jatia	Member	1	1
3.	Rishabh Saraf	Member	1	1
4.	Deepa Poncha	Member	1	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company

Composition of CSR Committee	https://www.blackrosechemicals.com/investor
CSR Policy	https://www.blackrosechemicals.com/api/uploads/inverstor pdf/SYV6D 1622204288Corporate
	Social Responsibility Policy.pdf
CSR Projects	https://www.blackrosechemicals.com/csr

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).

Not Applicable.

5. (a) Average net profit of the Company as per section 135(5) of the Companies Act, 2013: 2,573.37 lakhs (b) Two percent of average net profit of the Company as per section 135(5) of the Companies Act, 2013: 51.46 lakhs (c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any: Nil (e) Total CSR obligation for the financial year (5a+5b+5c): 51.46 lakhs 6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): 87.21 (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Not applicable (d) Total amount spent for the financial year: 83.3 lakhs (e) CSR amount spent and unspent for the financial year:	Amount Unspent
Total amount spent for financial year ( in lakhs)			Total Amount transferred to Unspent CSR Account as per section 135(6) of the Companies Act, 2013		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5) of the Companies Act, 2013
		Amount ( in lakhs)		Date of transfer	Name of the fund Amount Date of Transfer
83.3		0		NA	Nil

(f) Excess amount for set-off, if any: Sl. No.	Particulars	Amount (in )
	Two percent of average net profit of the Company as per section 135(5)	51.46 lakhs
ii.	Total amount spent for the Financial Year	83.3 lakhs
iii.	Excess amount spent for the financial year [(ii)-(i)]	31.82 lakhs
iv.	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Not Applicable
v.	Amount available for set off in succeeding Financial Years [(iii)-(iv)]	Not Applicable

7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years: Sl. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135 (6) ( in lakhs)	Balance Amount in Unspent CSR Account under subsection (6) of section 135 ( in lakhs)	Amount spent in the reporting Financial Year ( in lakhs)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.			Amount remaining to be spent in succeeding financial years. ( in lakhs)	Deficiency, if any
					Name of the Fund	Amount (in )	Date of transfer
1.	2023-24	3.92	Nil	3.92	Not Applicable			Nil	Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5):

Not Applicable

	For Black Rose Industries Limited
	Shruti Jatia
	Whole-Time Director / Chairperson of Corporate
	Social Responsibility Committee
	DIN: 00227127
Place: Mumbai
Date: 14 th August, 2025