Elantas Beck India Ltd Directors Report

Transfer to Reserves

The Board of Directors does not propose to transfer of any amount to general reserves during the year under review.

State of your Companys affairs & Management discussion and analysis

During the year under review there is no change in the nature of the business of your Company. The Management Discussion and Analysis, as required in terms of the SEBI List?ng Regulat?ons, is annexed and forms an integral part of this report.

Capital Expenditure

Capital expenditure incurred during the year ended 31^st December, 2024 aggregated to 14,514.10 Lakhs.

Corporate Governance and Statutory Reports

Pursuant to the provisions of Regulation 34 (2) & (3), read with Schedule V to the SEBI Listing Regulat?ons, Management Discussion and Analysis Report, Report on Corporate Governance, Business Responsibility and Sustainability Report and Auditors Certif?cate regarding compliance of conditions of Corporate Governance are annexed and form integral part of this Report.

Revisi?n in financial statements

There has been no revision in the f?nancial statements of your Company during the f?nancial year 2024. Directors and Key Managerial Personnel (KMPs)

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive, and Independent Directors.

The Board has identified core skills, expertise and competencies of the Directors in the context of the Companys business for effect?ve funct?oning and how the current Board of Directors are fulfilling the required skills and competencies. This is detailed at length in the Corporate Governance Report.

Pursuant to Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relat?ng to Directors & KMPs who were appointed / re-appointed or resigned / retired are reported as under:

• Completion of term of Mr. Ranjal L. Shenoy (DIN:00074761), Non-Executive Independent Director

During the year under review, Mr. Ranjal L Shenoy (DIN:00074761) had completed his second term of 5 (five) consecutive years as an Independent Director of the Company on the close of business hours of 31^st March, 2024. Accordingly, he ceased to be a Director of your Company and Chairman/member of various Board Committee(s) on the close of Business hours on 31^st March, 2024. The Board placed on record their appreciation for the valuable contribution made by Mr. Ranjal L Shenoy over a decade towards growth trajectory and transition of your Company during his tenure.

• Director(s) retired by rotation and re-appointment

During the f?nancial year 2024, at the Sixty Eighth (68^th) Annual General Meeting held on 07^th May, 2024 Mr. Ravindra Kumar (DIN: 06755402), was re-appointed as Non-Executive & Non- Independent Director liable to retire by rotation.

• Step down of Mr. Srikumar Ramakrishnan, Managing Director (KMP)

Mr. Srikumar Ramakrishnan (DIN: 07685069) stepped down as Managing Director and KMP with effect from the close of business hours of 31^st January, 2025 as he moved to another leadership position overseas within the ALTANA group. Accordingly, he ceased to be a Director of your Company and member of various Board Committee(s) with effect from the close of business hours of 31^st January, 2025. The Board placed on record their appreciation for the valuable contribution towards growth trajectory of your Company during his tenure.

• Appointment of Mr. Anurag Roy as an Addit?onal Director and Managing Director (KMP)

The Board of Directors at its meeting held on 29^th January, 2025, based on the recommendation of Nomination and Remuneration Committee and subject to approval

of the Members of the Company, approved the appointment of Mr. Anurag Roy (DIN: 07444595) as an Addit?onal Director and Managing Director of the Company and KMP under the Companies Act, 2013, for a term from 01^st February, 2025 to 31^st December, 2027 (both days inclusive). The resolut?ons relat?ng to the said appointment is proposed to be passed by the Members of the Company by way of postal ballot by vot?ng through electronic means only (remote e-vot?ng) as per the circulars issued by the Ministry of Corporate Affairs ("MCA") and Securit?es Exchange Board of India.

• Appointment of Mr. Ashutosh Kulkarni as Head-Legal and Company Secretary

Mr. Ashutosh Kulkarni who was appointed as Head-Legal earlier, appointed and re-designated as Head-Legal, Company Secretary and Key Managerial Personnel of the Company w.e.f. 20^th February, 2024 in accordance with the provisions of Sect?on 203 of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Remuneraron of Managerial Personnel) Rules, 2014.

Mr. Mart?n Babilas, (DIN: 00428631), ret?res by rotat?on at the ensuing AGM pursuant to the provisions of Sect?on 152 the Act, read with Companies (Appointment and Qualificat?ons of Directors) Rules, 2014 and the Art?cles of Associat?on of your Company and being eligible, has offered himself for re-appointment.

The approval of the Members for the re-appointment of Mr. Mart?n Babilas has been sought in the Not?ce convening the AGM of your Company.

Part?culars in pursuance of Regularon 36 of SEBI List?ng Regulat?ons read with Secretarial Standard-2 on General Meet?ngs relat?ng to Mr. Mart?n Babilas is given in the Not?ce convening the AGM.

None of the Directors is disqualified from being appointed as or for holding office as Director, as st?pulated under Sect?on 164 of the Act.

Independent Directors

Mr. Sujjain Talwar (DIN: 01756539), Mrs. Usha Rajeev (DIN: 05018645) and Mr. Nandkumar Dhekne (DIN: 02189370) are Non-Execut?ve Independent Directors of your Company.

All Independent Directors have given declararon that:

a. They meet the criteria for independence as laid down under Sect?on 149 (6) of the Act read with 16(1)(b) of the SEBI List?ng Regulat?ons.

b. In terms of Regularon 25(8) of the SEBI List?ng Regulat?ons, they are not aware of any circumstance or situat?on, which exists or may be reasonably ant?cipated, that could impair or impact their ability to discharge their dut?es with an object?ve independent judgement and without any external influence.

c. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

d. They have complied with the requirement of inclusion of their name in the data bank maintained by Indian Inst?tute of Corporate Affairs as envisaged under Companies (Appointment and Qualificat?on of Directors) Fifth Amendment Rules, 2019, as applicable and they hold valid registraron cert?ficate with Data Bank of Independent Directors.

In the opinion of the Board, the Independent Directors fulfil the condit?ons specified in the SEBI List?ng Regulat?ons and are Independent of the Management, and possess requisite qualificat?ons, experience, proficiency, expert?se, and they hold highest standards of integrity.

Further there has been no change in the circumstances affecting their status as Independent Directors of your Company. The terms and conditions of appointment of the Independent Directors are posted on Companys website.

Key Managerial Personnel (KMPs)

Pursuant to provisions of Section 203 of the Act, your Company has the following KMPs as on the date of the report:

There was no change in the composition of the Board of Directors and KMPs during the year under review, except as stated above.

Sep?rate Meeting of Independent Directors

The Independent Directors are kept informed of your Companys business activities in all areas. A separate Meeting of Independent Directors was held on 16^th February, 2024 in which the Independent Directors reviewed the performance of (i) non- Independent Directors, (ii) the Board as a whole and (iii) Chairperson of your Company for the year under review.

They also assessed the quality, quant?ty and timeliness of flow of information between your Companys Management and the Board that are necessary for the Directors to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of your Company, Board deliberation and contribution of the Chairman and other Directors in the growth of your Company. All the Independent Directors were present at the Meeting.

Board Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the performance of Independent Directors and other Directors individually, as well as the evaluation of the working of its Committees for the Year 2024. The evaluation has been carried out based on the criteria defined by the Nomination & Remuneration Committee.

Based on the evaluation, Company expects the Board and the Directors to continue to play a constructive and meaningful role in creating value for all the stakeholders in the ensuing years.

Training and familiarization programme for Directors

Your Company has adopted the familiarization programme for independent Directors in compliance of the Regulation 25(7) of the SEBI Listing Regulations with an aim to provide them with an insight into their roles, rights, responsibilities within your Company, the nature of the business of your Company and the business model of your Company. The Board Members are provided with necessary documents, reports and internal policies to enable them to familiarize themselves with your Companys procedures and practices.

Periodic presentations were made at the Board and its Committee Meetings, on business and

performance updates of your Company, the global business environment, business strategy and various risks involved. The updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly presented to the Directors.

The details of the familiarizaron programme for independent Directors are available on the website of your Company and can be accessed through:

Nominaron and Remuneraron Policy

The Nominaron & Remuneraron Committee reviews the composiron of the Board to ensure that there is an appropriate mix of abilires, experience and diversity to serve the interests of all Members and your Company.

Your Company has in place a Nominaron and Remuneraron Policy (NRC Policy) for nominaron and remuneraron of Directors, Key Managerial Personnel (KMP), Senior Management (SM), and other employees, pursuant to the Act and SEBI Lisrng Regularons, as amended from rme to rme.

The salient features of the NRC Policy:

i. Appointment and remuneraron of Directors, KMP, SM and other employees.

ii. Determinaron of qualificarons, posirve attributes and independence for appointment of a Director (Execurve/Non-Execurve/Independent) and recommendaron to the Board matters relarng to the remuneraron for the Directors, KMP, SM and other employees.

iii. Formularng the criteria for performance evaluaron of all Directors.

Board and Committees

During the year 2024, four Board Meerngs were convened and held. Details of the same are given in the Corporate Governance Report which forms part of this Report. The intervening gap between any two Board and Committee Meerngs was within the period prescribed by the Act, the SEBI Lisrng Regularons and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI.

During the year under review, the Board has accepted the recommendarons of the Audit Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report.

Related Party Transactions

All Related Party Transacrons (RPTs) entered into by your Company during the year under review were at arms length basis and in the ordinary course of business. There were no materially significant RPTs with holding Company and its subsidiaries, Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potenral conflict of interest with your Company at large.

All RPTs are placed before the Audit Committee for its review and approval. Prior omnibus approval of the Audit Committee is obtained for transacrons which are of a foreseen and reperrve nature. Pursuant to the provisions of the SEBI Lisrng Regularons as well as the Rule 6A of the Companies (Meerngs of Board and its Powers) Rules, 2014, Audit Committee, by passing Resoluron in its Meerng held on 07^th November, 2023, had granted omnibus approval for the proposed RPTs to be entered into by your Company during the year 2024. Since there are no material RPTs and all the transacrons with related parres are at arms length & and in the ordinary course of business, the disclosure of RPTs as

required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to your Company. In compliance with the Indian Accounting Standards (IND AS), details of RPT are mentioned in Note no. 35 of Financial Statements forming part of this Report.

The Non-Execut?ve Directors/ Independent Directors have no pecuniary relationship or transaction with your Company other than commission and siffing fees, if any, paid to them. For details, kindly refer the Corporate Governance Report which forms part of this Report.

Details of Loans, Guarantees and Investments

During the year under review, your Company has not entered into any transaction pertaining to loans, guarantees and investments as per Section 186 of the Act.

Vigil Mechanism/Whistle Blower Policy

Your Company has established a vigil mechanism named as Whistle Blower Policy within your Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations.

Conservation of Energy, Technology Absorpt?on and Foreign Exchange Earnings & Outgo

Information as required by Section 134(3)(m) of the Act, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo, is given in Annexure A to this report.

Corporate Social Responsibility (CSR)

Your Company being a responsible corporate citizen engages with community at large for betterment of society, it serves. There were number of projects and programmes undertaken, pursued and sustained very well by your Company as part of CSR initiatives.

Your Company considers it as its economic and social responsibility to foster sustainable local development. As a part of such responsibility, it has focused amongst others, on providing educational support and generously contributed to the fund set up by the Central Government for mitigating Natural Disasters i.e., Prime Ministers National Relief Fund.

Your Company officials are diligently monitoring the implementation of CSR projects through frequent site visits, meeting officials, checking records etc.

The Corporate Social Responsibility Policy is available on the website of your Company at

The Annual Report on CSR acfivifies undertaken during the year is annexed as Annexure B.

Risk Management

Internal Financial Controls and their adequacy

Your Company has an established internal financial control framework including internal controls over financial report?ng, operat?ng controls and ent?ty level controls. The framework is reviewed regularly by the Management and tested by the global internal audit team. To maintain its object?vity and independence, M/s. Mahajan & Aibara, Chartered Accountants Internal Auditors report their observat?ons to the Audit Committee. The internal auditors monitor and evaluate the efficacy and adequacy of internal control system in your Company, its compliance with operat?ng systems, account?ng procedures and policies at all locat?ons of your Company. Based on the report of the internal auditors, process owners undertake correct?ve act?on in their respect?ve areas which then strengthens the controls. Audit observat?ons and correct?ve act?ons thereon are presented to the Audit Committee of the Board. Based on the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial report?ng by the statutory auditors and the reviews performed by management, the Board is of the opinion that your Companys internal financial controls were adequate and effect?ve during FY 2024.

Subsidiary, Associates and Joint Venture

Your Company does not have any Subsidiary or Associate or Joint Venture Company as on date of this Report.

Annual Return

Directors Responsibility Statement

In terms of Sect?on 134 (3)( c ) of the Act, the Directors hereby state that:

a) in the preparat?on of Annual Accounts for the year ended 31^st December, 2024, the applicable account?ng standards have been followed along with proper explanat?ons relat?ng to material departures, if any.

b) the Directors have selected such account?ng policies and applied them consistently and

made judgments and est?mates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company as at 31^st December, 2024 and of the profit of your Company for the year ended 31^st December, 2024.

c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for prevent?ng and detecting fraud and other irregularities.

d) the Directors have prepared the Annual Accounts of your Company on a going concern basis.

e) your Company has laid down proper Internal Financial Controls and they are adequate and are operating effectively.

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

Compliance with Secretarial Standards

During the financial year, your Company has complied with the applicable Secretarial Standards issued by the Inst?tute of Company Secretaries of India.

a) Statutory Auditors

The Members, in the 60^th AGM held on 03^rd June, 2016, appointed Price Waterhouse, Chartered Accountants LLP, Pune as Statutory Auditors of your Company for the financial year 2016. Further, the Members in the 61^st AGM held on 10^th May, 2017 appointed them as Statutory Auditors for the remaining period of four years forming part of the first term of five years i.e. up to the conclusion of AGM for the year 2020.

During the year 2021, in the 65^th Annual General Meeting held on 04^th May,2021, Members appointed Price Waterhouse, Chartered Accountants LLP, Pune as the Statutory Auditors of your Company for a second term of five years from the conclusion of the 65^th AGM till the conclusion of the 70^th AGM.

Your Companys financial statements have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The report of the Statutory Auditors on the Audited Financial Statements for the financial year ended 31^st December, 2024 is annexed and forms an integral part of this report and does not contain any qualificat?ons, reservations, adverse remarks requiring any comments by the Board of Directors.

b) Internal Auditors

The Internal Auditors, Mahajan & Aibara, Chartered Accountants, Mumbai conduct internal audits periodically and submit their reports to the Audit Committee. Their Reports have been reviewed by the Audit Committee from time to time.

c) Cost Auditors

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the cost accounts and records are made and maintained by your Company as specified by the Central Government.

Pursuant to Section 148(1) of the Act, read with the Companies (Cost Records & Audit) Rules, 2014, as amended, the cost records maintained by your Company in respect of its products are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed Dhananjay V. Joshi & Associates, Cost Accountants, to audit the cost records of your Company for the financial year 2024 on

a remuneraron to be ratified by the Members, in the forthcoming AGM. Accordingly, a Resolution for ratificaron of payment of remuneraron to Dhananjay V. Joshi & Associates, Cost Auditors, is included in the Notice convening the AGM for approval of Members.

Your Company has received written consent to the effect that their appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of your Company for the financial year ending on 31^stDecember, 2024.

The Cost Audit Report for the financial year ended 31^st December, 2023 does not contain any quali- fications, reservations or adverse remarks and the same was filed with the Ministry of Corporate Affairs on 03^rd June, 2024 i.e., within the stipulated time mandated in the Companies (Cost Records & Audit) Rules, 2014 as amended.

d) Secretarial Auditors

Pursuant to the amended provisions of Regularon 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneraron of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on 18^th February, 2025 have recommended the appointment of Prajot Tungare & Associates, a Peer Reviewed firm of Company Secretaries in Practice (registraron no. P2001MH010200) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive financial years (from 01^st January, 2025 to 31^st December, 2029), to hold the office from conclusion of 69^th (Sixty-Ninth) Annual General Meeting ("AGM") ffil the conclusion of 74^th (Seventy- Fourth) AGM of the Company to be held in the year 2030. The appointment will be subject to shareholders approval at the ensuing AGM. Brief resume and other details of Prajot Tungare & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

Prajot Tungare & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

The Secretarial Audit Report for the Financial Year 2024 does not contain any qualifications, reservations or adverse remarks requiring any comments by the Board of Directors and is attached to this report as Annexure C.

Details in respect of fraud reported by Auditors

During the year under review, the statutory auditors or the cost auditors or the secretarial auditors have not reported any instances of fraud committed against your Company by its officers or employees to the audit committee/ Board and/or Central Government, under Section 143 (12) of the Act, and Rules framed thereunder, the details of which would need to be mentioned in the Boards report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013

Your Company has in place, Policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. Your Company has zero tolerance on Sexual Harassment at workplace. In compliance with the provisions of the Companies (Accounts) Rules, 2014, as amended, the Internal Complaints Committee is in place to redress the complaints received regarding sexual harassment. All employees including permanent and contractual, temporary, trainees and other

stakeholders are covered under this policy. To ensure compliances and safety of women at workplace and to increase awareness of the POSH Act, your Company has conducted various POSH sessions and workshops during the financial year.

The following is the summary of sexual harassment complaints received and disposed-off during the Financial Year 2024.

Remuneraron of Directors and key managerial personnel

The informaron required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneraron of Managerial Personnel) Rules, 2014, is annexed as Annexure D and forms an integral part of this report.

Particulars of employees

Compliance Certif?cate

Compliance Certif?cate pursuant to Regularon 17(8) of the Listing Regulations, is annexed as Annexure E to this Report.

Business Responsibility and Sustainability Report

Report on Business Responsibility and Sustainability as stipulated under the Listing Regulations and any other applicable law for the time being in force, describing the initiatives taken by the Management from an environmental, social and governance perspective, forms an integral part of this Report is annexed as Annexure F.

Statement on Compliance with Code of Conduct for Directors and Senior Management:

Members are requested to refer the Report on Corporate Governance annexed to this Report as Annexure G.

Deposits

During the financial year, your Company has not accepted any deposits from public described under Chapter V of the Act and as such no amount on account of principal or interest on deposits from public was outstanding as on as on 31^stDecember,2024.

Prohibit?on of Insider trading

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive informaron (UPSI), your Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (Insider Trading Code) and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Code of Fair Disclosure). Your Company has in place the digital structured database to monitor the insider trading activities.

The said Code of Conduct is intended to prevent the misuse of UPSI by insiders and connected persons and ensure that the Directors and designated persons of your Company and their immediate relatives shall not derive any benefit or assist others to derive any benefit from having access to and possession of such UPSI about your Company which is not in the public domain, that is to say, insider informaron.

The Code of Fair Disclosure ensures that the affairs of your Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.

Transfer of equity shares to Investor Education and Protection Fund ("IEPF") Demat Account

During the year under review, pursuant to Section 124 (6) of Act, and the Rules & Circulars not?fied thereunder, 2,850 shares on which dividend was unclaimed/unpaid for seven years have been transferred to the designated demat account of the IEPF Authority and the same can be claimed from IEPF Authority only after complying with prescribed procedure under IEPF Rules.

Disclosure

Your Directors are pleased to furnish the details which are required to be reported by your Company in the Directors Report pursuant to Section 134(3) (a) to (q) of the Act.

General

Your Directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items, or these items are not applicable to your Company during the year under review.

1. No material changes or commitments, affecting the financial position of your Company occurred between the end the financial year of your Company i.e., 31^st December,2024 and the date of this Report.

2. No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. Further no application against your Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), nor your Company has done any one-time settlement with any Bank or Financial institutions.

3. Your Company does not have employee stock option scheme.

4. No sweat equity shares nor equity shares with differential voting rights as to dividend, voting or otherwise have been issued by your Company during the year under review.

5. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

Acknowledgements

Your Directors take this opportunity to place on record their sense of gratitude and continued co-operation and support of ALTANA Group as a whole, customers, suppliers, business associates, central and state government departments, banks and local authorities.

Your Directors express their deep appreciation for the commitment, dedication and hard work put in by the employees at all levels. Lastly, your Directors are grateful for the confidence and faith shown in them by the Shareholders of your Company.