Garodia Chemical Ltd Directors Report

To

The Members,

Garodia Chemicals Limited

Address: 149/156, Garodia Shopping Centre, Garodia Nagar, Ghatkopar (East), Mumbai, Maharashtra, India 400077.

Your directors have the pleasure of presenting the 34 th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2026.

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

a) Financial Results

The Companys standalone performance during the year ended March 31, 2026, as compared to the previous financial year, is summarized below:

(Amount in Rupees)

Particulars	2025-2026	2024-2025
Total Income	405,88,068	-
Less Expenses	14,21,158	20,76,622
Profit & (Loss) before extraordinary items & Tax	3,91,66,910	(20,76,622)
Exception and Extraordinary items	-	-
Profit & (Loss) before Tax	3,91,66,910	(20,76,622)
Less: Tax expense	-	-
Profit/Loss after tax	3,91,66,910	(20,76,622)

APPROPRIATION:

Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	3,91,66,910	(20,76,622)

b) Companys performance:

For the financial year ended March 31, 2026, the Company reported total revenue from operations of INR 405,88,068/-, as compared to INR 0/- in the previous financial year. The profit after tax for the financial year ended March 31, 2026, was INR 3,91,66,910 /-, compared to INR (20,76,622)/- in the preceding year, reflecting financial performance.

c) Share Capital:

As on March 31, 2025, the Authorised Share Capital of the Company was 11,00,00,000 divided into 1,10,00,000 Equity Shares of 10 each, and the Issued, Subscribed and Paid-up Share Capital was 7,20,02,000 divided into 72,00,200 Equity Shares of 10 each.

Pursuant to the Base Resolution Plan dated April 24, 2024 and the order of the Honble NCLT, Mumbai Bench dated February 24, 2025, the Company implemented the approved reduction of share capital in Promoter and Promoter Group and the Public category.

Pursuant to the said reduction, the Issued, Subscribed and Paid-up Equity Share Capital of the Company held by the Promoter and Promoter Group was reduced from 7,20,02,000 (Rupees Seven Crores Twenty Lakhs Two Thousand only), comprising 72,00,200 (Seventy-Two Lakh Two Hundred) Equity Shares of 10/- each, to 3,47,14,000 (Rupees Three Crores Forty-Seven Lakhs Fourteen Thousand only), comprising 34,71,400 (Thirty-Four Lakh Seventy-One Thousand Four Hundred) Equity Shares of 10/- each.

Thereafter, the Issued, Subscribed and Paid-up Equity Share Capital of the Company held by the Public Shareholders was reduced from 3,47,14,000 (Rupees Three Crores Forty-Seven Lakhs Fourteen Thousand only), comprising 34,71,400 (Thirty-Four Lakh Seventy-One Thousand Four Hundred) Equity Shares of 10/- each, to 26,31,570 (Rupees Twenty-Six Lakhs Thirty-One Thousand Five Hundred Seventy only), comprising 2,63,157 (Two Lakh Sixty-Three Thousand One Hundred Fifty-Seven) Equity Shares of 10/- each.

Subsequently, the Equity Shares of the Company were subdivided, whereby each Equity Share having a face value of 10/- was subdivided into 10 (Ten) Equity Shares having a face value of 1/- each. Accordingly, the Issued, Subscribed and Paid-up Share Capital of the Company was changed from 26,31,570/- (Rupees Twenty-Six Lakhs Thirty-One Thousand Five Hundred Seventy only), comprising 2,63,157 (Two Lakh Sixty-Three Thousand One Hundred Fifty-Seven) Equity Shares of 10/- each, to 2,63,157/- (Rupees Two Lakh Sixty-Three Thousand One Hundred Fifty-Seven only), comprising 2,63,157 (Two Lakh Sixty-Three Thousand One Hundred Fifty-Seven) Equity Shares of 1/- each in the Public category.

Further, pursuant to the approved Resolution Plan, the Company allotted 50,00,000 Equity Shares of face value of 1 each, aggregating to 50,00,000, to the Successful Resolution Applicant / Incoming Promoter, on the terms and conditions specified under the approved Resolution Plan.

Accordingly, the Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026 stands at 52,63,157 divided into 52,63,157 Equity Shares of 1 each.

d) Operations and Changes in nature of the business, if any:

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

e) Transfer to Reserves

The Company has not transferred any amount into the general reserve during the financial year under review.

f) Dividend: Considering the financial position and future requirements of the Company, your Directors have thought it prudent not to recommend any dividend for the financial year 2025-2026.

g) Unpaid dividend & IEPF:

Neither the Company was liable to transfer any amount or shares, nor the Company has transferred any amount or shares to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

h) Report on the performance of Subsidiaries, Associates, and Joint venture companies:

During the year under review, the Company has no Subsidiary Company, Associate Company & Joint Venture Company.

i) Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

j) Loans From Directors:

During the financial year under review, the Company has not taken a loan from its directors.

k) Particular of contracts or arrangements with Related parties:

All the related party transactions/contracts/arrangements that were entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013 during the year under review were carried out in the Ordinary course of business of the Company and were on an arms length basis along with being in compliance with the applicable provisions of the Act and the Listing Regulations. Hence no disclosure is required to be given in this regard in Form AOC-2.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company.

l) Web address where annual return referred u/s 92(3) will be hosted.

Pursuant to the provisions of Section 92(3) read along with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31, 2026 will be available on Companys website on https://www.gchem.co.in/ . m) Material changes and commitments affecting the financial position of the company and key developments:

Except as disclosed elsewhere in this report there are no material changes and commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2025-2026 till the date of this Report.

n) Particulars of loans, guarantees, securities or investments under section 186 of the Companies Act, 2013:

The Company has not made any loans, guarantees and investments covered under section 186 of the Act.

o) Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on conservation of energy	Due to closure of Plant & suspension of manufacturing activities, Company has not spent any substantial amount on Conservation of Energy to be disclosed here.
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation Equipments

(B) Technology absorption:

Efforts made towards technology absorption	Considering the nature of activities of the Company, there is no requirement with regard to technology absorption.
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo:

	April 01, 2025, to March 31, 2026	April 01, 2024, to March 31, 2025
	[2025-2026]	[2024-2025]
	Amount in Rs.	Amount in Rs.
Actual Foreign Exchange earnings	Nil	Nil
Actual Foreign Exchange outgo	Nil	Nil

p) Internal financial control systems and their adequacy:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Board of Directors & Key Managerial Personnel:

There was a change in the Directorship of the Company during the year under review and accordingly the Board of the Company was reconstituted at various occasions throughout the financial year under review.

Below are the details regarding all the appointments done and resignations received for the period commencing from April 01, 2025, till the date of this report.

i. Appointment:

Mrs. Bhagyashri Nilesh Devrale (Non-Executive Non-Independent Director Category) was appointed as Additional Director of the Company on May 28, 2025 to hold office up to the date of Annual General Meeting i.e. 33 rd Annual General Meeting.

Mr. Ravindra Subhash Salunkhe (Executive Category) was appointed as Additional Director in the capacity of Managing Director of the Company on March 10, 2025 to hold office up to the date of ensuing Annual General Meeting i.e. 33 rd Annual General Meeting.

Mr. Vikram Ravindra Sabnis (Non-Executive, Independent Director Category) was appointed as Additional Director of the Company on May 29, 2025 to hold office up to the date of ensuing Annual General Meeting i.e. 33 rd Annual General Meeting.

Mr. Suraj Kodak (Non-Executive, Independent Director Category) was appointed as Additional Director of the Company on May 29, 2025 to hold office up to the date of ensuing Annual General Meeting i.e. 33 rd Annual General Meeting.

Mrs. Megha Brahmankar (Non-Executive, Independent Director Category) was appointed as Additional Director of the Company on May 29, 2025 to hold office up to the date of ensuing Annual General Meeting i.e. 33 rd Annual General Meeting.

At the 33 rd Annual General Meeting of the Company held on September 30, 2025, the appointment of aforementioned Directors was approved by the members of the Company, and they were thereby regularized from Additional Directors to Directors.

Apart from the above, there is no change in the composition of the Board of Directors of the company.

However, subsequent to the end of the financial year, Mrs. Sarita Subhash Salunkhe (DIN: 11684409) was appointed as an Additional Non-Executive Director of the Company with effect from August 14, 2026. Her appointment as a Non-Executive Director is proposed to be placed before the Members for regularization at the ensuing Annual General Meeting.

ii. Details of the Directors and KMPs resigned during the year:

There was no resignation of Director and KMPs during the year under the review.

However, subsequent to the end of the financial year, Mrs. Bhagyashri Nilesh Devrale (DIN: 11128970) ceased to be a Non-Executive Non-Independent Director of the Company with effect from April 22, 2026, pursuant to her resignation.

The Directors and Key managerial personnel as on date, are as below:

Sr. No. Name of Directors & KMPs	Designation	DIN/PAN
1. Mr. Ravindra Subhash Salunkhe	Managing Director	06753149
2. Mr. Vikram Ravindra Sabnis	Non-Executive Independent Director	07224007
3. Mrs. Megha Brahmankar	Non-Executive Independent Director	08253258
4. Mr. Suraj Kodak	Non-Executive Independent Director	10977709
5. Mrs. Bhagyashri Nilesh Devrale*	Non-Executive Non- Independent Director	11128970
6. Mrs. Sarita Subhash Salunkhe**	Non-Executive Non- Independent Director	11684409
7. Mr. Pushkar Verma	Company Secretary & Compliance Officer	AIKPV8562E

* Mrs. Bhagyashri Nilesh Devrale (DIN: 11128970) ceased to be a Non-Executive Non-Independent Director of the Company with effect from April 22, 2026, pursuant to her resignation . ** Mrs. Sarita Subhash Salunkhe (DIN: 11684409) was appointed as an Additional Non-Executive Director of the Company with effect from August 14, 2026, subject to approval of shareholder in the ensuing general meeting.

b) Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Ravindra Subhash Salunkhe (DIN: 06753149), Managing Director, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your directors recommend this for approval.

c) Declaration under section 149(6) of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:

The Company has duly complied with the definition of Independence according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

d) Evaluation by Independent Director:

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director.

e) Disqualification of Directors:

During the financial year 2025-2026 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(1) and 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board has taken the same on record. f) MD/WTD draws commission from co., and also draws Remuneration / Commission from holding / subsidiary Company:

During the Financial Year 2025-2026 neither Managing Director nor Whole Time Directors of the Company have drawn any remuneration/commission from the holding or subsidiary companies of the Company as there is no such companies.

Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is not applicable for financial year 2025-2026.

3. Disclosure related to Committees of the board:

As on March 31, 2026, the Board had Three (3) Committees viz; Audit Committee; Nomination & Remuneration Committee and Stakeholder Relationship Committee.

However, due to reconstitution of the Board during the financial year under review, the committees were reconstituted.

i. Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013.

The composition of the Audit Committee was in conformity with the provisions of the said section as on March 31, 2026.

The Audit Committee comprises of as on date of this report:

Name of Members	Designation
Mr. Vikram Ravindra Sabnis	Chairman
Mrs. Megha Brahmankar	Member
Mr. Suraj Kodak	Member
Mr. Ravindra Subhash Salunkhe	Member

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

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

The Audit Committee met 4 times during the financial year ended on March 31, 2026, at their meeting held on May 29, 2025, August 14, 2025, November 14, 2025 and February 13, 2026.

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

ii. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

The composition of the Nomination and Remuneration Committee was in conformity with the provisions of the said section as on March 31, 2026.

The Nomination & Remuneration Committee comprises of as on the date of this report is as below:

Name of Members	Designation
Mrs. Megha Brahmankar	Chairman
Mr. Suraj Kodak	Member
Mr. Vikram Ravindra Sabnis	Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification

Positive Attributes

Independence

Experience

The Nomination & Remuneration Committee met 1 time during the financial year ended on March 31, 2026, at their meeting held February 13, 2026.

iii. Stakeholder & Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013.

The Stakeholder & Relationship Committee comprises of as on the date of this report of the below mentioned:

Name of Members	Designation
Mr. Suraj Kodak	Chairman
Mrs. Megha Brahmankar	Member
Mr. Vikram Ravindra Sabnis	Member

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

The Stakeholders Relationship Committee met 1 time during the financial year ended on March 31, 2026, at their meeting held on November 14, 2025.

SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of

Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status.

Your Company has registered itself on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The complaints received during the financial year 2025-2026 has been resolved by the company within 21 days as per statutory timeline.

. Board & Committees Meetings: i. Number of Board Meetings:

During the financial year under review, the Board of Directors met 04 times during the year in accordance with the provisions of the Companies Act, 2013 and rules made thereunder at their meeting held on May 29, 2025, August 14, 2025, November 14, 2025 and February 13, 2026.

The Company has complied with the applicable Secretarial Standards in respect of all the above-Board meetings.

ii. Meeting of Independent Directors:

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February 14, 2026, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

Review the performance of non-independent directors and the Board as a whole.

Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and

Assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

. Auditors and Reports:

The matters related to Auditors, and their Reports are as under:

(i) Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 M/s. Laxmikant Kabra & Co, Chartered Accountants (Registration No. 117183W), the Statutory Auditors of the Company have been appointed for a term of 5 years to hold office till the conclusion of the Annual General Meeting to be held for the F.Y. 2026-2027 and they continue to be the statutory auditors of the Company.

(ii) Observations of Statutory auditors on accounts for the year ended March 31, 2026:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2026 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. Except one Observations of Statutory auditors for the year ended March 31, 2026:

The replies to the comments of Statutory auditors in Auditors Report are as follow:

Sr. No. Observation Remark

Management Response

1. Based on our examination which included test checks, the company has not used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility Accordingly, we are unable to comment on any instance of audit trail feature being tampered..

The Management acknowledges the observation of the Statutory Auditors regarding the audit trail (edit log) facility in the accounting software used by the Company during the financial year ended March 31, 2026. The Company has taken necessary steps to enable the audit trail functionality in its accounting software and is ensuring its operation for all relevant transactions in accordance with the applicable statutory requirements.

(iii)Reporting of fraud by statutory auditors under section 143(12):

There were no incidents of reporting fraud by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

(iv) Adequacy of Internal Controls with reference to Financial Statements:

In accordance with the opinion of the auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026.

(v) Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary.

Accordingly, M/s S. V. Kulkarni and Associates, Practicing Company Secretary for a period of 5 years commencing from F.Y. 2025-2026 till F.Y. 2029-2030, for conducting the Secretarial Audit of Company. .

(vi) Secretarial Auditor Report for the financial year ended on March 31, 2026:

Secretarial Audit Report issued by S. V. Kulkarni and Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2025-2026 forms part of this report and attached as

Annexure- I.

The said report has some observation in the Secretarial Audit Report requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 which are given in said report only.

(vii) Cost auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with

Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

(viii) Maintenance of Cost records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

(ix) Internal auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, M/s S S N R & Co., Chartered Accountants are the Internal Audit of the Company.

6. Other Disclosures:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a) Details of significant and material orders passed by the Regulator or Court or Tribunal:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

b) Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2026, the Board of Directors hereby confirms that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2026, and of the profit of the Company for the year ended as on that date.

(iii) proper and sufficient care was 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.

(iv) the annual accounts of the Company have been prepared on a going concern basis.

(v) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. c) Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

d) Disclosure under section 43(a)(ii) of the Companies Act, 2013:

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.

e) Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f) Disclosure under section 62(1)(b) of the companies Act, 2013:

The Company has not issued any equity shares under the Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g) Disclosure under section 67(3) of the companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

g) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(7A) of the Listing Regulations:

During the financial year under review, the Company raised capital through preferential allotment by allotting 50,00,000 (Fifty Lakh) Equity Shares of face value of 1/- each, aggregating to 50,00,000/- (Rupees Fifty Lakhs only), to the Successful Resolution Applicant / Incoming Promoter, on the terms and conditions specified under the approved Base Resolution Plan dated April 24, 2024 and pursuant to the order of the Honble National Company Law Tribunal, Mumbai Bench dated February 24, 2025.

The entire proceeds from the issue have been fully utilised for the purposes specified in the respective approved Base Resolution Plan. The Board confirm that there has been no deviation or variation in the utilisation of the funds from the stated objectives.

h) Disclosure of proceedings pending, or application made under insolvency and bankruptcy code, 2016 (if applicable)

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT. i) Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement:

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

j) Particulars of Remuneration to Employees, etc.

Not Applicable

k) Management Discussion and Analysis:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as

Annexure II

l) Secretarial Standards of ICSI:

The Company is in compliance with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

m) Corporate Social Responsibility:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 Corporate Social Responsibility is not applicable to the Company during the Financial Year 2025-2026.

n) Statement on Compliance with Maternity Benefit Act, 1961:

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

7. Acknowledgements and Appreciation:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board
For and on behalf of Garodia Chemicals Limited

SD/-
Ravindra subhash salunkhe
Chairperson & Managing director
DIN: 06753149
Address: 149/156, Garodia Shopping Centre,
Garodia Nagar, Ghatkopar East, Mumbai,
Maharashtra, India, 400077

Date: August 14, 2026
Place: Mumbai