Heubach Colorants India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 68 th Annual Report together with the Audited Statement of Accounts for the Year ended March 31, 2025.

1. Financial performance of the Company ( Rs. in Lakhs) Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Sales	82,505.75	79,070.15
Profit before tax from continuing operations Exceptional Item	6,811.07	5,599.99
Less : Tax expenses (Incl. deferred tax)	1,666.13	1,486.14
Profit after tax from continuing operations	5,144.94	4,113.85
Profit before tax for discontinued operations	-	-
Less : Tax expenses (Incl. deferred tax)	-	-
Profit After Tax for discontinued operations	-	-
Add : Balance brought forward from previous period	33,218.16	29,216.29
Amount available for appropriation	38,363.10	33,330.14
Appropriations	-	-
Dividend (including interim and final)	-	-
Corporate tax on dividend	-	-
Other comprehensive income (OCI)/(Loss)	(54.92)	(111.94)
Reversal of vested option forfeiture	-	-
Transferred to retained earnings	-	-
Balance carried forward to the balance sheet	38.308.18	33.218.16

2. Review of operations

The Companys continued operations reported sales for the year ended March 31, 2025 of Rs.82,505.75 Lakhs as against Rs.79,070.15 Lakhs for the previous year ended March 31,2024. The Company recorded an increase in sales by 4.3% of the total sales revenue for the year under review, 32.1% is contributed by exports. There is no change in company affairs or business by the Company during the period under review.

3. Capacity Expansion

During the year, the Company continued its expansion plans and has incurred capex spend of Rs.1,014.29 Lakhs during the year under review.

4. Reserves

As permitted by the Companies Act, 2013, and Rules made thereunder, the Directors do not propose to transfer any amount to the General Reserve pertaining to the Financial Year 2024-25.

5. Dividend

The Board of Directors have not recommended any Dividend for the Financial Year ending March 31, 2025.

Pursuant to the requirement of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and adopted Dividend Distribution Policy which is available on the website of the Company at httpsY/adminhenhaoh. c om/wp-content/uploads/20 23/02/H Cl LDividend- Distrihution-Policv-FN.pdf

6. Corporate Governance, Management Discussions and Analysis Report

& Business Responsibility and Sustainability Report

The Company is committed to compliance with standards, ensuring checks and balances between the Board and Management, as well as a sustainable approach to creating value for all stakeholders. As stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis Report as well as

Certificate confirming the compliance with the conditions of corporate governance and Business Responsibility and Sustainability Report are annexed herewith and forms part of this Annual Report.

A certificate from a Practicing Company Secretary regarding compliance with the conditions of corporate governance is given separately in this Annual Report.

7. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting on the going concern status and Companys operations in future.

8. Acquisition of the Global Pigment Business Operations of Heubach Group

On April 22,2024, the Company received a communication from Heubach GmbH, a related party within the Heubach Group, informing that it had issued a press release announcing the filing of an application for the opening of regular insolvency proceedings over its assets with the competent insolvency court in Braunschweig, Germany. In the same communication, Heubach GmbH also notified that it had applied forthe Braunschweig insolvency court to serve as the group court for the German subgroup of the Heubach Group. The court has appointed an insolvency administrator to evaluate the feasibility of continuing business operations and exploring potential restructuring or sale options. Additionally, a preliminary insolvency administrator and custodian were appointed by the court.

Subsequently, on May 3, 2024, the Company received another communication from Heubach Group GmbH, the holding company of Sudarshan Switzerland HLD1 AG [formerly known as Heubach Holding Switzerland AG and Colorants International AG and one of the Companys promoter shareholders]. The notice stated that Heubach Group GmbH, along with certain affiliated companies, had also filed for insolvency proceedings over its assets with the Braunschweig insolvency court.

Sudarshan Europe B.V., Wholly Owned Subsidiary of Sudarshan Chemical Industries Limited, had entered into a definitive agreement on October 11, 2024 for the acquisition of Global Pigment Business Operations of Heubach Group through a combination of an asset and share deal, subject to completion of customary conditions and receipt of requisite regulatory approvals. The said acquisition was completed on March 3, 2025 for a preliminary purchase consideration of approx. Rs.138,990.0 lakhs.

The acquisition comprises of the acquisition of [a] Assets and business operations of [i] Heubach Colorants Germany GmbH, [ii] Heubach GmbH [iii] Dr. Hans Heubach GmbH and [iv] Heubach Group GmbH and participations held by Sudarshan Switzerland HLD1 AG [formerly known as Heubach Holding Switzerland AG and Colorants International AG], in downstream Group Companies in various countries; and [b] 100% shareholding of Sudarshan Lux Holding S.a.r.l. [formerly known as Heubach Holding S.a.r.l.], a Luxemburg based Heubach Group Company having investments in shareholding of companies based in India and USA.

Pursuant to the acquisition related agreements, the acquisition of assets, business operations and shares were interdependent and were executed together to acquire the entire business operations of the Heubach Group. This acquisition is a strategic move aimed at consolidating market expertise and expanding global reach of Sudarshan Chemical Group in the pigment industry.

Consequent to the aforesaid acquisition, Sudarshan Europe B.V., Wholly Owned Subsidiary of Sudarshan Chemical Industries Limited has acquired entire shareholding of Sudarshan Switzerland HLD1 AG [formerly known as Heubach Holding Switzerland AG and Colorants International AG] and Sudarshan Switzerland HLD2 AG [formerly known as Heubach Ebito Chemiebeteiligungen AG and Ebito Chemiebeteiligungen AG], promoters of the Company, resulting in indirectly acquiring 36.56% and 17.80% shareholding, respectively, in the Company. As per the provisions of SEBI (Substantial Acquisition of Shares and Takeovers] Regulations, 2011, as amended, Sudarshan Europe B.V., being an Acquirer, along with Persons Acting in Concert ("PACs"] is in a process of acquiring upto 6,001,268 Equity Shares of Face Value Rs.10/- each, representing 26% of the voting share capital of the Company by way of an Open Offer process.

There have been no other 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.

9. Highlights of Performance of Subsidiary / Associate / Joint Venture Companies

As of March 31, 2025, the Company do not have any subsidiary or joint venture or associate company.

Also, there were no instances where companies that became or ceased to be subsidiaries, joint venture companies or associate companies during the year.

10. Share Capital

The paid-up Equity Share Capital as on March 31, 2025, was Rs.23,08,17,980/-. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

11. Details of Directors and Key Managerial Personnel

Your Company is dedicated to follow best practices and values through a diverse Board that enhances stakeholder value and ensures strong governance. The Companys Board consists of highly skilled and respected individuals who provide valuable experience and leadership.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6] of the Companies Act, 2013 and Rules made thereunder and Regulation 16(1][b] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 ("SEBI Listing Regulations, 2015"], as amended from time to time.

The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status of Independent Directors of the Company. The Independent Directors have also given declaration of compliance with Rules 6(1] and 6(2] of the Companies (Appointmentand qualification of Directors] Rules, 2014, as amended from time to time, with respect to their name appearing in the data bank of Independent Directors maintained by The Indian Institute of Corporate Affairs, Manesar ("MCA"] and thatthey are exempt/have cleared the Online Proficiency Assessment Test, as applicable.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors forms part of the Report on Corporate Governance.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8] read with Schedule IV of the Act, which is a guide to professional conduct for Independent Directors of the Company. All Independent Directors have affirmed compliance with this Code for the Financial Year 2024- 25.

Changes in Directors and Key Managerial Personnel

I. Changes in Directors

During the year under review:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on March 27, 2024 approved the appointment of Mrs. Diana Dhote (DIN: 10558367] as an Additional Director in the capacity of a Non-Executive and Independent Director of the Company for a term of five consecutive years commencing from April 01, 2024. Subsequently, the shareholders accorded its approval for appointment of Mrs. Diana Dhote as a Non-Executive and Independent Director of the Company through Postal Ballot on Dune 14, 2024.

Mr. Bharath Sesha (DIN 01983066], Managing Director of the Company, submitted his resignation vide letter dated Dune 28, 2024, to pursue other opportunities outside the Organization. The Nomination and Remuneration Committee and the Board formally accepted his resignation during its meeting held on Dune 28, 2024 and Mr. Bharath Sesha was relieved from his service as a Managing Director of the Company with effect from the close of business hours on August 31, 2024. The Board of Directors and Management placed on record its sincere appreciation for the contribution made by Mr. Sesha towards growth of the Company under his leadership.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and the Articles of Association of the Company, Mr. Dugal Sahu (DIN: 02629782], Executive Director and Chief Financial Officer, was liable to retire by rotation, and being eligible, had offered himself for re-appointment at the 67 th Annual General Meeting. Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, approval of Shareholders was accorded at the 67 th Annual General Meeting for re-appointment of Mr. Dugal Sahu as an Executive Director, liable to retire by rotation.

The Board of Directors at its meeting held on November 14, 2024, appointed Mr. Sambit Roy (DIN: 08291664] as an Additional and Managing Director, based on the recommendation of the Nomination and Remuneration Committee effective November 25, 2024 subject to the approval of shareholders. Subsequently, approval of shareholders was accorded for appointment of Mr. Sambit Roy as the Managing Director of the Company through Postal Ballot on Danuary 22, 2025.Consequent to the closure of Financial Year 2024- 25, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on April 14, 2025, approved:

1. Appointment of Mr. Rajesh Rathi [DIN: 00018628] as an Additional Non- Executive Director of the Company, effective April 14, 2025, subject to approval of Shareholders;

2. Appointment of Mr. Amitabha Mukhopadhyay [DIN: 01806781] as an Additional Independent Director of the Company, for the term of 5 years, effective April 14, 2025, to April 13, 2030, subject to approval of Shareholders;

3. Appointment of Mr. Naresh Raisinghani [DIN: 00568298] as an Additional Independent Director of the Company, for the term of 5 years effective April 14, 2025, to April 13, 2030, subject to approval of Shareholders;

4. Appointment of Mrs. Anu Wakhlu [DIN: 00122052] as an Additional Independent Director of the Company, for the term of 5 years effective April 14, 2025, to April 13, 2030, subject to approval of Shareholders.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors also appointed Mr. Mandar Velankar [DIN: 11069055] as an Additional Non-Executive Director of the Company, effective May 2, 2025 by way of circular resolution dated May 2, 2025, subject to approval of Shareholders.

Approval of Shareholders was accorded for appointment of Mr. Rajesh Rathi as a Non-Executive and Non- Independent Director, Mr. Amitabha Mukhopadhyay as a Non-Executive and Independent Director, Mr. Naresh Raisinghani as a Non-Executiveand Independent Director, Mrs. Anu Wakhlu as a Non-Executive and Independent Directorand Mr. MandarVelankarasa Non-Executiveand Non-Independent Director through Postal Ballot on Duly 6, 2025.

Mr. Ravi Kapoor [DIN: 01761752], Chairman and Non- Executive Director of the Company, submitted his resignation vide letter dated Duly 16, 2025, due to his preoccupation with effect from close of business hours on Duly 16, 2025. The Board of Directors and Management placed on record their deep appreciation for the contributions made by Mr. Ravi Kapoor during his association with the Company.

Mr. Ravi Kapoor was succeeded by Mr. Rajesh Rathi [DIN: 00018628] who was appointed as a Chairman of the Board of the Company with effect from Duly 16, 2025, in addition to his current role as a Non-Executive Director.

Mr. Amitabha Mukhopadhyay (DIN: 01806781],

I ndependent Director tendered his resignation with effect from close of business hours on August 11, 2025 due to possibility of Mr. Mukhopadhyay getting into increased level of engagement with one of the group Companies of Sudarshan Chemical Group, which might potentially affect his independence to continue as an Independent Director of the company. This was not envisaged earlier when Mr. Mukhopadhyayjoined the Board of the Company. Mr. Mukhopadhyay confirmed that there were no other reasons, material or otherwise, for his resignation other than those mentioned above.

Mr. Dugal Sahu (DIN: 02629782], tendered his resignation from the position of Executive Director of the Company with effect from close of business hours on August 11, 2025. Flowever, Mr. Sahu shall continue to serve as a Chief Financial Officer, Key Managerial Personnel and Senior Management Personnel of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and as per Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and Board, Mr. Rajesh Rathi (DIN: 00018628], Chairman and Non-Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders approval for his re-appointment forms part of Notice of the 68 th Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, otherthan sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company, if any. The Board has made the recommendation for the above appointments] / re-appointment(s] of Directors based on the recommendation of the Nomination and Remuneration Committee ("NRC"] and the Committee has made its recommendation after ensuring that none of the Directors seeking appointments] / re-appointment(s] is debarred from holding the position of a Director by virtue of any Order from SEBI, The Ministry of Corporate Affairs ("MCA"] or any other Regulatory Authority. The Board is of the opinion that the Independent Directors appointed / re-appointed / proposed to be appointed are of integrity and possess the requisite expertise and experience (including the proficiency]. Details of the Directors seeking appointment(s] / re-appointment(s] including profile of such Directors, are given in the Notice convening the 68 th Annual General Meeting of the Company.

II. Key Managerial Personnel

Ms. Amee Doshi, Company Secretary and Nodal Officer of the Company, had submitted her resignation vide letter dated Dune 24, 2024, to pursue an alternate career opportunity outside the Organization. Ms. Amee Doshi was relieved from her duties with effect from the close of business hours on Dune 30, 2024.

Mr. Bharath Sesha (DIN 01983066], Managing Director of the Company, submitted his resignation vide letter dated Dune 28, 2024, to pursue other opportunities outside the Organization. The Nomination and Remuneration Committee and the Board formally accepted his resignation during its meeting held on Dune 28, 2024 and Mr. Bharath Sesha was relieved from his service as a Managing Director of the Company with effect from the close of business hours on August 31, 2024. The Board of Directors and Management placed on record its sincere appreciation for the contribution made by Mr. Sesha towards growth of the Company under his leadership.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on September 20, 2024, inter alia had considered and approved the appointment of Ms. Ashwini Natekar as an Interim Company Secretary and Compliance Officer of the Company with effect from September 20, 2024.

The Board of Directors at its meeting held on November 14, 2024, appointed Mr. Sambit Roy (DIN: 08291664] as an Additional and Managing Director, based on the recommendation of the Nomination and Remuneration Committee effective November 25, 2024 subject to the approval of shareholders. Subsequently, approval of shareholders was accorded for appointment of Mr. Sambit Roy as the Managing Director of the Company through Postal Ballot on Danuary 22, 2025.

Ms. Ashwini Natekar resigned from the position of Interim Company Secretary and Compliance Officer vide letter dated April 17, 2025 effective close of business hours on Duly 16, 2025, to pursue an alternate career opportunity outside the Organization. Ms. Ashwini Natekar was relieved from her duties with effect from the close of business hours on Duly 16, 2025.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on Duly 16, 2025, inter alia considered and approved the appointment of Mr. Adwait Doshi as a Company Secretary and Compliance Officer of the Company with effect from August 01, 2025.

In accordance with the provisions of Section 203 of the Companies Act, 2013, and Rules made thereunder, following were the Key Managerial Personnel of the Company for the year ended March 31, 2025:

1. Mr. Sambit Roy, Managing Director (appointed effective November 25, 2024]

2. Mr. Dugal Sahu, Chief Financial Officer

3. Ms. Amee Doshi, Company Secretary (ceased effective Dune 30, 2024]

3. Ms. Ashwini Natekar, Interim Company Secretary (ceased effective Duly 16, 2025]

There were no changes other than those mentioned above in the Key Managerial Personnel of the Company during the year.

12. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, and Rules made thereunder and Regulation 18 of the SEBI Listing Regulations, 2015, the Company has in place an Audit Committee.

The details on the composition, meeting, attendance, etc. of the Audit Committee are provided in the Corporate Governance Section of the Annual Report. The Board has accepted all the recommendations of the Audit Committee during the Financial year under review.

Details of the current committee members are also available on website of the Company at https://heubach. com/heubach-india/investor-relations-india-overview/ committee-information/

13. Number of meetings of the Board

During the year under review, the Board of Directors met 15 (Fifteen] times on April 3, 2024, April 23, 2024, May 1, 2024, May 8, 2024, May 29, 2024, Dune 28, 2024, Duly 24, 2024, August 31, 2024, September 20, 2024, October 16, 2024, November 14, 2024, November 29, 2024, Danuary 3, 2025, Danuary 29, 2025, March 29, 2025.

The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Rules made thereunder.

14. Conservation of energy, technology absorption, foreign exchange earnings and outgo

As required under section 134(3] (m] of the Companies Act, 2013 read with Rule 8(3] of the Companies (Accounts] Rules, 2014, the relevant information and data for the year ended March 31, 2025, are annexed to this report as Annexure A.

15. Corporate Social Responsibility

In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy] Rules, 2014, as amended from time to time, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR] Committee which constitutes of following members:

Name	Category
Mrs. Diana Dhote	Chairperson
Mr. Kewal Flanda	Member
Mr. Sam bit Roy (w.e.f. November 25, 2024]	Member
Ms. Anu Wakhlu (w.e.f. August 11, 2025]	Member

Your Company also has a CSR policy in place and the same is available on the website of the Company at www.heubach.com A detailed report as per Rule 8 of the Companies [Corporate Social Responsibility Policy] Rules, 2014, is annexed as Annexure B, forming part of this report.

16. Nomination and Remuneration Policy

The Board has, based on the recommendation of Nomination and Remuneration Committee, framed a policy on Nomination and Remuneration of its Directors and Key Managerial Personnel, which is available on the website of the Company at www.heubach.com

17. Board Evaluation and Familiarization programme

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015, the Board has carried out the annual evaluation of its own performance and Board Committees by seeking the input of Directors on various aspects of the Board/Committee Governance. The Board has reviewed the performance of the individual Directors and the Chairperson. The manner in which the evaluation has been carried out is stated in the Corporate Governance Report.

The details of programme for familiarization of the Independent Directors of your Company are available on the Companys website at www.heuhach.com

18. Particulars of Employees

As per provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, as amended, disclosure pertaining to the particulars of employees who are in receipt of remuneration is annexed as Annexure C

The statement of particulars of employees pursuant to Rule 5(2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 forms part of this Annual Report. Flowever, pursuant to proviso to Section 136 (1] of the Companies Act, 2013, the report and accounts are being sent to members excluding this statement of particulars of employees. Any

member interested in obtaining a copy of this statement, may write to Company Secretary at investor-relations india(a)heubach.com

19. Disclosure pursuant to Section 197(14) of the Companies Act, 2013, and Rules made thereunder

The Managing Director of the Company is notin receipt of any remuneration and / or commission from any Holding / Subsidiary Company, as the case may be.

20. Directors Responsibility Statement

Pursuant to the requirement under Section 134(3] (c] of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of theannual accounts fortheyear ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures:

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2025 and of the profit and loss of the Company for that period:

iii. The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis:

v. The Directors have laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Statutory Auditor & Audit Report

Based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on Dune 17, 2020 approved appointment of M/s. MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W], as Statutory Auditors of the Company in the casual vacancy caused by the resignation of M/s. Price Waterhouse Chartered Accountant LLP, for a term of 5 (Five] years i.e. till the conclusion of 68 th Annual General Meeting

Pursuant to the provisions of Section 139, 142 of the Companies Act, 2013, and Rules made thereunder and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on Duly 16, 2025, had approved re-appointment of M/s. MSKA & Associates, (Firm Registration No.: 105047W], Chartered Accountants, as Statutory Auditors of the Company for a term of 5 (Five] years i.e. from the conclusion of 68 th Annual General Meeting up to the conclusion of the 73 rd Annual General Meeting to be held in the year 2030, subject to approval of Shareholders.

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, M/s. MSKA & Associates, Chartered Accountants, have confirmed that they are eligible to be re-appointed as Statutory Auditors. A resolution seeking approval of shareholders for reappointment of M/s. MSKA & Associates as Statutory Auditors forms part of the Notice convening 68 th Annual General Meeting. The notes on the Audited Financial Statements referred to in the Auditors Report are self-explanatory and hence do not call for any further comments.

The Auditors Report contains the following Qualification for the Financial Year 2024-25:

We draw your attention to the following paragraph included in the audit report of the Company dated Duly 16, 2025, and reproduced as under:

"We draw attention to Note 16 which describes that the Board of Directors is assessing the effect on the financial results with respect to transfer of certain items of property, plant and equipment without due approval from the Board of Directors. Pending Management review and reconciliation, and in absence of an appropriate valuation of the aforesaid items, we are unable to comment on the consequential effects, if any, on the financial results.

The reply by the Management of the Company to the Statutory Auditors qualifications is reproduced below, the contents of which are self-explanatory -

The management is assessing the appropriate course of action to evaluate the basis of valuation of certain items of property, plant and equipment. The Board of directors are unable to quantify the impact of aforesaid qualification on the financial statements of the Company as the management is evaluating various legal options to determine the appropriate course of action. As on the date of this report, the final resolution and its effects are pending.

22. Cost Audit

The Board of Directors, in pursuance of order under Section 148 of the Companies Act, 2013 had appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294], as Cost Auditors of the

Company to carry out the audit of the cost accounts of the Company for the Financial year 2025-26.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified by the Shareholders of the Company. Accordingly, resolution seeking Shareholders approval for ratification of the remuneration to be paid to Cost Auditor is included in the Notice convening the 68 th Annual General Meeting.

Further, the Board hereby confirms that the maintenance of cost records specified by the Central Government as per Section 148(1] of the Companies Act, 2013, and Rules made thereunder, is required and accordingly, such accounts / records have been made and maintained.

The Cost Auditors Report for the Financial Year 2024-25 did not contain any qualifications, reservations, adverse remarks or disclaimers.

23. Secretarial Audit Report

Pursuant to provisions of Section 204 of the Companies Act, 2013, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Board had appointed M/s 0. R. Ahuja & Co., Company Secretary, as Secretarial Auditor to carry out the Secretarial Audit for the Financial year 2024-25.

The Secretarial Audit Report is annexed herewith as Annexure D. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further comments.

The Company is compliant with the Secretarial Standard on Meetings of the Board of Directors ("SS-1"] and Secretarial Standard on General Meetings ("SS-2"], issued by The Institute of Company Secretaries of India ("ICSI"].

In terms of amended Regulation 24A of SEBI Listing Regulations, 2015, the Board at its meeting held on Duly 16, 2025, has approved the appointment of M/s. 0. B. Bhave & Co., Practicing Company Secretaries, a peer reviewed firm (Peer Review Certificate No. 1238/2021 and UIN S1999MH025400] as the Secretarial Auditor of the Company for a period of five consecutive years commencing from FY2025-26 till FY2029-30, subject to approval of shareholders of the Company at the ensuing 68 th Annual General Meeting. Detailed explanatory statement setting out the terms of appointment forms part of the Notice of Annual General Meeting.

24. Internal Financial Controls and their Adequacy

The details in respect of Internal Financial Controls and their adequacy are included in the Management

Discussion & Analysis Report, which forms part of this Report.

25. Internal Auditors

M/s. Mahajan & Aibara, Chartered Accountants, were appointed as Internal Auditors of the Company for the Financial Year 2024-25. As prescribed under Section 138 of the Companies Act, 2013,and Rules made thereunder, M/s. Mahajan & Aibara, Chartered Accountants carried out the Internal Audit of the Company for the Financial year 2024-25. The Internal Audit was completed as per the scope defined by the Audit Committee from time to time.

26. Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 as on March 31, 2025, is available on Companys website at www.heubach.com

27. Risk management policy

The Company has a robust Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Many risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Company has framed a Risk Management Policy to manage the risks involved in all activities of the Company, to maximize opportunities and minimize adversities.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has constituted a Risk Management Committee. Particulars of the committee are provided in the Report on Corporate Governance forming part of this Annual Report.

28. Related Party Transactions

In line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Policy on Material Related Party Transactions which is available on Companys website at www.heubach.com

All Related Party Transactions entered during the year under review were in ordinary course of business and on arms length basis. All Related Party Transactions were placed before the Audit Committee for review and approval. Prior omnibus approvals are granted by Audit

Committee for Related Party Transactions which are of repetitive nature, entered in the ordinary course of business and are on arms length basis.

The disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in the Form AOC-2 is annexed as Annexure E to this report.

29. Particulars of loans, guarantees or investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes forming part of Financial Statements.

30. Public Deposits

During the year under review, the Company has not accepted any deposit from the public / members pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2025 there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.

31. Vigil Mechanism/ Whistle Blower Policy

The Company believes in upholding professional integrity and ethical behavior in the conduct of its business. To uphold and promote these standards, the Company has adopted Whistle Blower Policy for its Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal.

During the year under review, two complaints were received and both these complaints were resolved.

The vigil mechanism / whistle blower policy is available on the Companys website at www.heuhaoh.oom

32. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has the Policy on Prevention of Sexual Harassment at Workplace which is available on the website of the Company at www.heijhaoh.oom

Further, below is the status of complaints received under The Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013:

Particulars	No. of Complaints
1. Number of Sexual Flarassment Complaints received during FY 2024- 25	Nil
2. Number of Sexual Flarassment Complaints disposed off during FY 2024-25	Nil
3. Number of Sexual Flarassment Complaints pending beyond 90 days	Nil

33. Constitution of Internal Complaints Committee

The Company has Internal Complaint Committee (ICC] in place and complied with all the requirements of provisions of Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

34. Details in respect of frauds reported by auditors under Sub-Section (12) of Section 143 of the Companies Act, 2013

No matter of actual or alleged fraud has been reported by the auditors under Sub-Section (12] of Section 143 of the Companies Act, 2013.

35. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year along with their status as at the end of the Financial Year: Nil, hence not applicable.

36. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Nil, hence not applicable.

37. No. of employees as on the closure of the Financial Year:

38. Compliance of provisions of the Maternity Benefit Act, 1961:

The company is in compliance with the applicable provisions of Maternity Benefit Act, 1961.

39. Recognition:

Details of the awards received during the year under review are disclosed separately in this Annual Report.

40. Other Disclosures Change in nature of business

During the year, there has been no change in the nature of the business of the company.

Details of deposits which are not in compliance with the Chapter V of the Act: Nil

41. Acknowledgement

The Board of Directors wishes to place on record its sincere appreciation for the support received from its stakeholders including shareholders, bankers, distributors, suppliers and business associates. The Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained performance in a challenging business environment.

For and on behalf of the Board of Directors
Rajesh Rathi	Sambit Roy
Chairman	Managing Director
DIN (00018628]	DIN (08291664]
Place: Navi-Mumbai,
Date: August 11, 2025