Indian Toners & Developers Ltd Directors Report

OPERATIONS

During the Financial Year ended March 31, 2025, your Company recorded a turnover of Rs.15299 lacs as compared to Rs.15675 lacs during the previous Financial Year ended March 31, 2024. Out of this 17% of revenue was from Exports and rest from Domestic Sales. The revenue from operations was lower by Rs.376 lacs and the operating gross profits was lower by Rs.56.00 lacs for the year ended March 31, 2025 as compared to the previous year ended March 31, 2024.

The profit after tax of your Company for the Financial Year ended March 31, 2025 stood at Rs.2244 lacs as against the profit after tax of Rs.2614 lacs for the Financial Year ended March 31, 2024 which was lower by Rs.370 lacs than the last year primarily due to lower turnover and higher outflow of tax on redemption of Debt Schemes of Mutual Funds.

ANNUAL PERFORMANCE REPORT – SALES AND FINANCIAL OVERVIEW

During the financial year under review, the companys total income from operations declined by approximately 2.4% compared to the previous year. This dip in revenue is reflected in the financial performance, with Profit Before Tax (PBT) lower by around 1.59%, and Profit After Tax (PAT) showing a more significant decline of 14.15%.

The sharper drop in PAT is primarily due to a higher capital gains tax liability incurred on the redemption of investments during the year.

On the sales front:

As is evident, while domestic sales showed low singledigit growth, the sharp contraction in export sales had a significant adverse impact on overall performance.

The decline in export sales was primarily due to:

Going forward, we aim to stabilize export performance while continuing to consolidate our position in the domestic market through targeted initiatives.

ANTIDUMPING DUTY

You are aware that the Government of India, New Delhi had issued a notification on 10.08.2020 imposing provisional antidumping duty on black toner in powder form for a period of 6 months which was further extended till August, 2025. By this action of Government of India, the import of black toner became restrictive which helped your company to meet the tough competition from the Chinese toner in a much better way. However, our company submitted review application under sunset review scheme with Ministry of Commerce and accordingly vide notification No. F.No.7/12/2024DGTR dated 6.05.2025 they extended the imposition of antidumping duty for a further period of 5 years subject to notification by Ministry of Finance against China, Taiwan and Malaysia. It will be in the interest of your company and will boost the sale of the toner products of your company upto some extent.

STRATEGIES AND OUTLOOK:

Despite the current market landscape, we remain committed to enhancing our market position and driving growth. Key initiatives include:

UTILISATION OF SURPLUS FUNDS

Your company is regularly utilizing its surplus funds for the benefit of the company and its shareholders. In the recent years, your company has utilised itss surplus funds as under:

On this newly purchased land, your company installed a solar plant of 1000 KWP at a cost of Rs.3.23 cores which was successfully completed and commissioned before 31^st March, 2025 and now giving full production resulting in substantial saving of electricity expenses.

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All this has happened without taking loan from any bank or financial institution from internal generation and utilisation of cash reserves of the company.

The Management of your company is exploring opportunities to invest in some new projects and other activities as part of diversification plan.

DIVIDEND

The Board had recommended an interim dividend of Rs. 4.50/ per equity share (45% of face value of Rs. 10), which is also the final dividend for the year under review.

BUYBACK OF SHARES

During the year, the Company came with offer for buyback of up to 4,58,268 (four lakhs fifty eight thousand two hundred sixty eight only) fully paidup equity shares of face value Rs. 10/ (Rupees ten only) each of the company, representing up to 4.22% of the total paidup equity share capital of the company, from all the eligible shareholders of the company, on a proportionate basis, through the tender offer route, at a price of Rs. 450/ (Rupees four hundred fifty only) per equity share for an aggregate amount of up to Rs.20,62,20,600 (Rupees twenty crores and sixty two lakhs twenty thousands six hundred only).

SHARE CAPITAL

Your Company bought back 4,58,268 (four lakhs fifty eight thousand two hundred sixty eight only) fully paidup equity shares of face value Rs. 10/ (Rupees ten only) each of the company during the year .Consequently , the paid –up equity share capital has been reduced from Rs. 10,85,00,000 to Rs.10,39,17,320 as on March 31, 2025.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (acceptance of Deposits) Rules, 2014.

FUTURE OUTLOOK AND PLANS

As we navigate the landscape of the toner industry, it is imperative to chart a course that not only ensures sustainability but also drives growth and innovation. In line with this vision, we are excited to share our future outlook and plans for the future.

Despite being a crucial component in laser printers, MFPs and copiers, the overall toner consumption in India remains significantly lower compared to other global markets. Through strategic initiatives and market penetration strategies, we aim to catalyze an increase in toner usage, aligning with the growing demands of businesses and consumers alike.

One of our key strategies involves the introduction of color toners to our product portfolio. By diversifying our offerings, we seek to capture a substantial share of the burgeoning market for color toners. This expansion not only broadens our product range but also positions us as a comprehensive solution provider in the printing and copying industry.

Moreover, we are committed to enhancing our distribution channels and strengthening our presence across various market segments. Through targeted marketing efforts and collaborations, we aim to amplify brand visibility and accessibility, thereby driving customer loyalty.

Furthermore, our dedication to product quality remains unwavering. We understand the importance of delivering superior toner solutions that exceed expectations in performance and reliability. To this end, we continue to invest in research and development, leveraging cuttingedge technologies and industry insights to deliver bestinclass products.

RESEARCH AND DEVELOPMENT ACTIVITIES

Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given prime importance to Research & Development which is the basis of your Companys success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products in the times to come.

Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In – House R & D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.

During the year the Company has incurred R & D expenses of Rs. 52.40 Lacs in various heads and Rs. 3.03 Lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.

SUSTAINABILITY INITIATIVES

As part of our continued commitment to environmental responsibility and sustainable growth, the Company has taken significant steps to reduce its carbon footprint. During the year, we commissioned an additional 1000 KWP solar power plant, supplementing the existing 180 KWP installation, thereby significantly increasing our reliance on renewable energy. This initiative now enables us to meet a substantial portion of our energy requirements through clean and sustainable sources. In line with the Government of Indias regulations, we are also diligently complying with the Extended Producer Responsibility (EPR) norms. These efforts reflect our commitment to integrating sustainability into our core operations and contributing meaningfully to a greener future.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.indiantoners.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

EXTRACT OF ANNUAL RETURN:

Pursuant to prescribed provisions of Companies Act, 2013 and rules framed thereunder Annual Return has been hosted on the website of the company and can be viewed at www.indiantoners.com under Investor Relations Section.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 5 times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:

23.05.2024, 08.08.2024, 20.08.2024, 04.11.2024 & 31.01.2025.

COMPOSITION OF COMMITTEES

SECRETARIAL STANDARDS

During the year, your company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, based upon the management representation Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31.03.2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c) 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;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls in the company that are adequate and were operating effectively.

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.indiantoners.com.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. As per Regulations 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015, company has implemented Structured Digital Data Base (SDD) software for monitoring the following:

1. control exists as to who can access the SDD

2. all the UPSI disseminated in the previous quarter have been captured in the Database 3. the system has captured nature of UPSI along with date and time 4. the database has been maintained internally and an audit trail is maintained 5. the database is nontamperable and has the capability to maintain the records for 8 years.

and accordingly the PCS certify that the company follows SEBI (PIT) Regulations, 2015 in reference to the SDD. However, vide BSE Circular dated 29.03.2023 our company is not required to submit SDD compliance certificate on quarterly basis as provisions of Regulation 24A of SEBI (LODR) Regulation, 2015 are applicable to our Company.

All Board of Directors and the designated employees have confirmed compliance with the Code.

Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code of Conduct) of SEBI (Prohibition of Insider Trading) Regulations, 2015 have been noted and complied with by the Company.

STATUTORY AUDITORS & AUDITORS REPORT

The Statutory Auditors of the Company M/s B.K. Shroff & Co., Chartered Accountants, were appointed by the Members at the 32^nd Annual General Meeting of the Company for a term of 5 years i.e. from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, w.e.f. 1.4.2025, Secretarial Auditor Firm is now required to be appointed for two terms of five years, subject to the approval of the shareholders. Thereafter, a five years gap will be given to the existing Secretarial Auditor of the company. Existing Secretarial Auditor Firm M/s Mukesh Agarwal & Co, Company Secretaries, has given their consent to act as Secretarial Auditor for five years from Financial Year 20252026 to 20292030. On the recommendation of Audit Committee, Board of Directors in its meeting held on 31.1.2025, appointed Secretarial Auditor for FY 202526 for five years, subject to the approval of shareholders in the Annual General Meeting. The Secretarial Audit Report is annexed as Annexure "1".

INTERNAL AUDIT & INTERNAL AUDITORS

The Company has wellstructured Internal Audit function. Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit Committee have appointed M/s K. N. Gutgutia & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 202526.

COST AUDITORS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There was no materially significant related party transaction with the Companys Promoters, Directors, Key Managerial Personnel or other designated persons or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.indiantoners.com.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of a listed Company are required to constitute Risk Management Committee. However, the provisions of this regulation are applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Our Company does not fall under this category.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Pursuant to Section 135(9) of the Companies Act, 2013, CSR Committee is no more required. The Annual Report on CSR Activities is annexed as Annexure "2".

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the Chairman and the working of its Audit, Nomination & Remuneration, and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is posted on the website of company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There has been no significant and material order passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:

(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and Chief Financial Officer during the financial year 202425, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 202425 are as under:

ii) The percentage increase in the median remuneration of employees of the Company during the financial year was 8%.

iii) There were 219 permanent employees on the rolls of the Company as on 31.03.2025;

iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the current financial year i.e. 202425 was 5% whereas the increase in the managerial remuneration for the same financial year was 10.51%.

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Sh. Sushil Jain, Sh. Akshat Jain, Sh. Satyendra Paroothi, Sh. Vishesh Chaturvedi and Sh. Naresh Kumar Maheshwari are the Chief Executive Officer (CEO) & Chairman, Managing Director, Wholetime Director, Company Secretary and Chief Financial Officer (CFO) of the Company respectively.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sh. Sushil Jain, Chairman, will retire at the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

The Company has received declaration from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines. During Financial Year 2024 25, the Company has not received any complaint.

PERSONNEL

Cordial Industrial relations continue to prevail thereby further strengthening employees commitment to the growth of the Company.

The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, cooperation and outstanding contribution to the growth of the Company during the year.

Particulars of employees as required under the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the information is not being sent alongwith the Annual Report as per the proviso of Section 136 of the Companies Act, 2013. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earning and outgo is required to be disclosed in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure ‘A and forms part of this report.

MANAGEMENTS DISCUSSIONS AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report as Annexure 3.

DISCLOSURES UNDER LISTING AGREEMENT

Your Company is listed only with BSE Limited. The Company is regular in paying the listing fees on demand and it has paid fee upto the financial year, i.e. 2025 – 2026.

DEMATERIALISATION OF SECURITIES

As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialization form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialization form which is convenient and safe.

CORPORATE GOVERNANCE

In terms of Regulation 4 of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance alongwith a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided in this Annual Report as Annexure 4.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and its valued Customers. Your Directors also thank the shareholders for their continued support. Your Directors thank all the dedicated employees including executives for all their services rendered to the Company.

For & on behalf of the Board

Place: New Delhi (SUSHIL JAIN)

Date: 14.05.2025 Chairman

ANNEXURE "A " TO DIRECTORS REPORT

Information pursuant to Rule 8 of the Companies (Accounts) Rules, 2014

(A) Conservation of Energy

Regular Supervision and controls are being maintained in areas where steps have already been taken for the conservation of energy.

(B) Technology Absorption

Technology Absorption, Adaptation and Innovation

(C) Foreign Exchange Earnings / Outgo

Exports were lower by 17.71% during the year ending 31.03.2025 as compared to 31.03.2024.