Indo Borax & Chemicals Ltd Directors Report

To The Members of Indo Borax & Chemicals Ltd.

Your Directors present 44" (Forty Fourth} Annual Report of Indo Borax & Chemicals Limited along with the summary ofstanda lone and consolidated financial statements for the financial year ended 31¹¹ March, 2025.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 3 1 “ March, 2025 is summarized below:

	.Standalone		Consolidated
Particulars	31-3-2025	31-3-2024	31-3-2025	31-3-2024
Revenue from operations	17,526,11	19,130,30	17,256.11	19,130.30
Other Income	1,475.00	1,101.39	1,559.26	1,177,49
Total Income	19,001,19	20,231.69	19085.37	20,307.79
Profit hefore Tax	5,782,80	5,147.79	5,866.13	5,223.32
Provision for Tax	1,594.60	1,306.55	1,615.60	1,325.56
Profit fur the year	4,183,20	3,841.24	4,250.53	3,897.76
Other Comprehensive Income for the year	272.70	258.93	272.70	253-93
Tutal Comprehensive income for the year	4,460.90	4,100.17	4,523.23	4,156,69
Retained earnings-opening balance	26,726.23	22,946.96	25,807.37	22,971.58
Achl/fLcssl:
Profit for the year	4,460.90	4,100.17	4,523.23	4,156.69
Dividend paid	1320.901	(320,901	(320,90)	(320,901
Retained earnings - dosing balance	30,866.23	26,726.23	31,009.70	26,807.37

DIVIDEND

The Board has, subject to the approval of Members at the ensuing An nuai General Meeting, recommended a dividend @ Re. 1/- per equity share efface value of Re. 1/- per equity share (i.c. 100%) for the year ended 31“ March, 2025

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended 31“ March, 2025 TRAN SEER TO RESERVES

No amou nt was trail sfe rred to any res erves d u r ing the fina nci ai yea run der revic w.

STATE OF COMPANY AFFA E RS

The financial year 2024-25 has shown a decrease in sales volume as compared to previous financial year. On standalone basis, sales for the financial year 2024-25 stood at Rs. 17,526.11 lakhs, lower by 0.39% over the previous year sales of Rs, 19,130,30 Lakhs. Earnings before rax and depreciation was Rs, 6,046.68 lakhs, which was higher by 12.47% over EBTD of Rs. 5,376,12 Lakhs in 2023-24. The profit after tax For the year was Rs. 4,188,20 lakhs, which was higher by 9,03% over the PATof Rs. 3,841,24 lakhs in 2023-24.

On consolidated basis,sales for the financial year 2024-25 stood at Rs. 17,526.11 lakhs, lower by 8.39% over the previous year of Rs, 19,130.30 lakhs. Earnings before tax and depreciation was Rs, 6,130.01 lakhs, which

was higher by 12,44 % over EBTD of Rs, 5451,65 Lakhs in 2025-24, The profit after tax for the year was Rs. 4,250.53 lakhs, which was higher by 9,05% over the PATof Rs. 3,097,76 lakhs in 2023-24,

SUBS IDI ARY COMPA N Y

Company has only one wholly owned subsidiary, Indoborax Infrastructure Private Limited. It has no associate companies or joint ven cures companies within the meaning of Section 2 [6) of the Companies Act, 2013 (“Act"). There has been no material change in the nature of business of the subsidiary during the year Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiary in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements, along with the relevant documents and separate audited financial statements in respect of the subsidiary, arc available on the Companys website at h tips ://www. in doborax.com/5ubsidiary-Co mpany.php

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company and its subsidiary, which form part of Annual Report, have been prepared in accordance with Section 129(3) of the Act. The consolidated financial statements for the ycarcndcdSl^Marchj 2025, along with re port of the auditors thcrcon,arc attached herewith.

Further, pursuant to the provisions of Section 136 of the Act, the separate audited financial statements of the subsidiary are available on the website of the company https://www.indoborax,com/Suhsidiary- Company.php

S f 1A RE CAPITAL O F THE COM PAN Y Authorized Share Capital:

During the year under review, there was no change in the Authorized Share Capital of the Company, The Authorized Sham Capital of the Company as on 31¹¹ March, 202 5 stood atRs, 6,00,00,000 (Rupees SixCrores Only) divided into 6,00,00,000 (SixCrores) equity shares of Re. 1/- (Rupee One Only) each.

Is sued, Subscri be d and Pai d- up S hare Ca pital:

During the year under review, the paid-up equity share capital of the company stood at Rs. 3,20,90,000 (Three Crore Twenty Lakhs Ninety Thousand Only) divided into 3,20,90,000 (Three Crore Twenty Lakhs Ninety Thousand Only) equity shares of Re. 1/- (Rupee One Only) each.

IN TERN AL FIN A\C IAL CO NTRO LAND THE! R AD EQUACY

The company has adopted and implemented policies and procedures for ensuring the orderly and efficient conduct of Its business. The framework has been designed to provide with the size, scale and complexity of its operations, safeguarding its assets, complying with the application laws, prevention and detection of fraud, accurate and completeness of accounting records and timely preparation of financial disclosures. More details in respect of the internal financial control and their adequacy are included in the Management Discussion & Ana lys i s, w h ich i s a pa rt of th i s report.

NUMBER OF MEETING OF THE BOARD

The Board of Directors met Six (6) times during FY 2024-25. In accoidancc with Section 175 of the Act, one resolution was passed by circulation on Monday 24* February, 2025, The intervening gap between the two board meetings was within the period prescribed under the Act. in terms of the requirement of Secretarial Standard-1 on hoard meetings (SS-1) issued by the Institute of Company Secretaries of India [ICSI) on the meetings of the Board of Directors, it is confirmed that the Company has complied with applicable secretarial standard. The details of the board meeting and attendance of the Directors are provided in the Corporate G o vc rnancc Repo rt i s a n n exc d h ere with an d fo mi s a p art o f th i s Report.

COMMITTEES OF THE BOARD

A} Composition of Audit Committee

The Board has constituted an Audit Committee under the applicable provisions of the Act and the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 ["Lis ti n g Reguia ti o ns").

Details of the Committee along with their charters, composition and meetings held during the yea rare given in the Corporate Governance Rcportand itforms partofthis Report

B] Nomination and Remuneration Committee

The Board has constituted a Nomination and Remuneration Committee under the applicable provisions of the Act and theSEBI Listing Regulations.

Details of the Committee along with their charters, composition and meetings held during the yea rare given in the Corporate Governance Rcportand it forms a part of this Report,

C] Stakeholders Relationship Committee

The Board has constituted a Stakeholders Relationship Committee under the applicable provisions of the Actaud theSEBI Listing Regulations.

Details of the Committee along with their charters, composition and meetings held during thcycarare given in the Corporate Gove rnancc Rcportand it forms a partofthis Report

D] Corporate Social Responsibility Committee

The Board has a Corporate Social Responsibility Committee under the applicable provisions ofthc Act

Details ofthc Committee along with their charters, composition and meetings held during the year arc given in the Corporate Governance Rcportand it forms a partofthis Report

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134[3J(c) of the Act, the board of directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts; the applicable accounting standards have been followed a nd th ere a re no m ateria I dc partu nes.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view ofthc state of affairs of the Company at the end oF financial year and ofthc profit ofthc Company lor that period.

(iii} they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be Followed by the Company and such intcrnal ftnancia 1 controIs are adequate and operatingcffcctively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable taws a nd that s uch sys te m s we re a d eq u ate and o pc rati ug effectively.

Based on the framework ofintcrnal financial controls and compliance system established and maintained by the Company, the work performed by the in ternai, statutory and secretarial auditors including audit of internal financial control over the financial reporting by the statutoiy auditors and reviews performed by the management and the audit committee, the board is of the opinion that the companys internal financial controls were adequate and effective during the financial year 2024-25.

DI RECTOR S A N D KE Y M AN AG ER1 AL P ERSONNEL

Your Board of Directors comprises a balanced mix of Executive and Won-Executive Directors, including a women Director with rich experience and expertise across range of fields such as corporate finance, accounting,auditing, strategic management, icgaE, and general management. Except Independent Directors ail other directors are liable to retire by rotation as per the provisions of the Act.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"} and in terms of the provisions of the Act, the Company has appointed Mrs. Minakshi Mittal, as Independent Directors of the Company with effect from 1" June, 2024. in the opinion of Board, Mrs. Minakshi Mittal is person of integrity and possesses the relevant experience and expertise. Pursuant to the provisions ofScction 149 the Companies Act. 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1} (b) of SEBI Listing Regulations. There has been no change in the circumstances affecting their status as i ndc p endent d i re ct o rs o f the C o m pany.

During the year Mrs. Sreeickha Jain, Non-executive Director of the company, has given her resignation due to her preoccupation. She ceased to be director of the Company with effect from end of the business hours from 9" December, 2024. The Board places on record its appreciation for hcrinval liable contribution and guidance.

At the ensuing Annual General Meeting, Mr Sajai lain. Managing Director, (DIN:00314855) of the Company is liable to retire by rotation and being eligible to offer himself for re-appointment as per Section 152(6) of the Act A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the notice of ACM.

During the year under review, the non-cxccutivc directors of the Company had no pecuniary relationship or transaction with the company other than sitting fees.

Pursuant to provisions of section 203 of the Act, Mr. Sajai Jain, Managing Director & Chief Financial Officer, Mr. Govind Parmar, Executive Director, Mr. Saumya Jain, Chief Executive and Mr. Pravin Ghavan, Company Secretary, a re the key ma nageria I personne I o F th c Company.

BOARD EVALUATION

The board of directors has carried out an annual evaluation ofits own performance, board committees and individual directors pursuant to the provisions of the ActandSEBI Listing Regulations.

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

In separate meeting oflndcpcndent Directors, performance of the non-independentdircetors, performance of the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors,

The board and nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director to the board and committee meetings preparedness on the issues to be discussed meaningful and constructive contribution and inputs in the meeting, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting held on 25" May, 2024

CO RPORAT E S OCIAL RESPO N SIBILITV

The Company has been carrying out Corporate Social Responsibility [CSRJ activities under the applicable provisions of Section 135 read with Schedule VIJ of the Act, as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has adopted a CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company The CSR Policy formulated by the Company is available on the Companys website at http://www.indoborax.com/CSR- Policv.php

The Annual Report on CSR, as required under Sections 134 and 135 of the Act read with Rule 0 of the Companies [Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of die Companies [Accounts] Rules, 2014, is annexed herewith as Anncxurc - T and forms part of this Report.

VIGIL MECHANISM

The Company has whistle blower policy for Directors and employees to report their genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and Ethics Policy The said mechanism also provides for adequate safeguard against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee tn the appropriate or exceptional cases. Wc affirm that no employee of the company was denied access to the Audit Committee. The Whistle Blower Policy is available on the website of the Company at http: //w w win d o bo rax.co ni/W h i ste! - BI o wer- Po I i cy.ph p

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor risk management plan for the Company The committee is responsible for monitoring the review of the risk management plan and ensuring its effectiveness. The Audit committee has additional oversight in financial risk and controls. The major risk identified by the businesses and functions are systematically

address through mitigating actio ns on continuing basis, Development and impiemntationof risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. ENVIRONMENT H EALTIl AND SAFETY, PROTECTION OF WOMEN AT WORKPLACE

The Compa ny is conscio usoftheimportanceof envi ron men tal ly cl can an d safe operations, Co m pa ny conducts its operations insuch manner to ensure safety of all concerned compliances of environmental regulations and preservation ofnaturai resources.

The company has a policy for prevention of Sexual harassment of women at workplace and complied with the provisions relating to the constitution oF Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdressal) Act, 2013 and the Rules thereunder. The Company as an equal employment opportunity provides and is committed to creating a healthy working environment that enables employees to work without fear of prejudi engender bias and sexual harassment. During the year company!) has not received any com plaints, iij no any complaint disposed during the year iii) no complaint pending at the end of year under Sexual Harassment of Women at workplace (Prevention, Prohibition and Rcdressal) Act, 2013. There have been no complaints in other areas.

PART1CUALRS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 (I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a re given below:

a) The ratio of the remuneration of each director to the median remuneration ofthe employees of

the Company a nd pe reentage i ncreasc i n remunc ration o f each DI re cto r, C h i ef Fi na ncia 10 fFiccr and Compa ny Secrctaiy in the finan ciai yea r:

Name ofthe Directors	Ratio ofmedian remuneration	% increase in remuneration in the financial yoar
Mr. Sajal Jain, Managing Director & Chief Financial Officer	169.86	12.59
Mr. Govind Farm a r. Executive Director	5.50	6.83
Mr. P ravin Chavan, Company Secretary	12.95	tiOi

Company has not pa id any remuneration to non-executive directors except sitting fees

b) The percentage increase in the median remuneration ofthe employees in the financial year: 4.01 percent.

c) The number of permanent employees on the roils of the comp any: 106

d) During the course of the year, the total increase in salaries is approximately 1.76 percent, after accou nti ng p romotio ns an d othc r even t-basc d compe n sa tion re vis i o n s.

The managerial remuneration and commission are in accordance with the resolution passed by the members. The commission is entirely performance-linked and determined based on the Companys profits. During the year, an increase in profit resulted in a corresponding rise in the commission payable. For the year under review, the commission was paid solely to the Managing Director, as per the special resolution passed by the members at the ACM held on August 19. 2023, Overall, managerial remuneration increased by 12.40% compared to the previous year, reflecting the Companys enhanced profitability and performance.

e) Affirmation that the remuneration is as per the remuneration policy of the Company: The Co m pany affi rms remu nc ra ti o n i s as pc r th c remunc ratio n p o i icy of the compa ny.

f) The statement containing names of top ten employees in terms of remuneration drawn and particulars of employees as required under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in annexurc forming part of this report Further, the report and the accounts are being sent to the members excludi ng the aforesaid annexurc. In terms of section 136 of the Act, the said annexurc is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

POLICY O N DIRECTORS APPOINTMENT AND REM UNERATION AMD OTHER DETAILS:

The Companys policy on directors appointments and remuneration and other matters provided in Section 170(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of the Directors Report

PART ICU LARS OF LOANS, G UARA NTEES AN D IN VESTMENTS

The particulars of Loans, Guarantees and Investments made by the Company, falling under the purview of Section 106 of the Act, are given in the notes to the Financial Statements, as included in this Annual Report Loan given to the Radius Estate Projects Private Limited, (formerly known as Vishwaroop Realtors Private Limited) is in the process of corporate insolvency process under The fnsolvency and Bankruptcy Code, 2016 (IBCJ.The company has filed its claim as financial creditors as per Reguiatton 0 of the 1BC for the outstanding amount of Rs. 509.04 Lakhs. The company is waiting for the outcome from National Company Law Tribunal (NCLT), During theyearcompany has not provided interest due to uncertainty in realization of the said debt

TRANSACTIONS WITH RELATED PARTIES

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at www.indoborax.com

All contracts or arrangements or transactions entered during the year with related parties were on arms- length basis and in the ordinary course of business and in compliance with the applicable piwisions of the Act and the SEBI Listing Regulations. None of the contract or arrangements or transaction with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)[h) of the Act in Form AOC-2 is not applicable for F.Y. 2024-25. However, the company is voluntarily giving the details pertaining to related party transactions which are not material but are on arms length basis in AOC-2 as Annexu re- IT and sa m e forms pa rt o Tth is repo rt.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transac ti o ns on a const)! i da ted bas i s as p er th e spe ci fi ed format to th c stoc k exchan ges on a ha I F-y early basis, DELI STIN G OF SECU R1TIES

The Company had applied for delisting of its shares from The Calcutta Stock Exchange Ltd in 2005-06, however, till date, the confirmation of delis ting has not been received from Exchange. Hence, the company has once again approached CSE and initiated the procedure of delisting of shares from the exchange.

DEPOSITS FROM PUBLIC

The Company has not accepted or renewed any deposit as coveted under Section 73 and Section 76 of the Act from its members or public or others during FY 2024-25. Further, no amount on account of principal or interest on deposits from the public was outstanding as on 31 March 2025.

Note: Disclosure pursuant to Rule 2[lJ(c)(yih) of Companies (Acceptance of Deposits] Rules, 2014: No declaration is required as the Company has not received any monies from the Directors during the financial year

CORPORATE GOVERNANCE REPORT

The Companys philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders. The Company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit ofall the stakeholders. The Company has implemented all the stipulations as specified in the SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements set out by Securities Exchange Board of India fSEBP). The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders* expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable Regulations as issued by SEBI and as amended from time to time, a Report on Corporate Governance along with a Certificate from Prasad Parab & Associates, regarding compliance of conditions of Corporate Governance is annexed herewith as Annexurc^ER respectively and

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Enci^gy The c_Qnip_any continues to lay special emphasis

i) Energy Conservation Measures taken _on conservation of energy and has taken

ii) Utilization ofalternatc sources of energy measures like regular monitoring of

i iiJ Capi tal I iwcstm ent on energy consc nratio n consu mption, redu cti on of tra n s m is sion

Equipment losses and up to date maintenance of systems,

B. Technology Absorption

1, Research & Development

The Company has no specific Research & Development Department. However, in-house quality control facilities are utilized for product and process improvement and updation,

2. Technology Absorption

The Company has not imported any new technology.

C. Foreign Exchange Earnings and Outgo

During the financial year under review, the total Foreign Exchange Inflow and Outflow during the year under review is as follows:

Partkij lars	2024-25	2023-24
Inflow	-	-
Outflow	9626.55

forms a part of this Report

The certification by Chief Executive Officer [CEO¹) and Chief Financial Officer [CFO) as per Regulation 17(0) ofSEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Anncxurc -TV¹ and forms a part of this Report EXTRACTOFANNUAL RETURN

Pursuant to Section 92(3] read with Section 134[3)(aj of the Act, the Annual Return for the financial year ended 31** March, 2025, is available on the Companys website viz, https://www.lndoborax.com/Annual- Report.php

This Annual Return is subject to changes / alterations/ modifications as may be required subsequent to the adoption of the Directors Report by the shareholders at the ensuing ACM and on receipt of Certificate from a Practicing Company Secretary which the shareholders agree. A copy of the final Annua! Return shall be filed with the Ministry of Corporate Affairs [MCA} and the same shall he furnished on the website of the Company, DISCLOSURE REQUIREMENTS

As per SEEI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis arc attached, which form partofthis Report

TheCompany has devised propersystem to ensure compliance with the provisions ofail applicable Secretarial Stand aids issued by the Institute of Company Secretaries of India and that such systems are adequate and o pera ting efFe cti vely.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There is no material change and/or commitment held between the end of the financial year and the date of report affecting the financial position of the Company.

THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

TheCompany has not made any application during the year, and no proceeding is pending under insolvency & Bankruptcy Code, 2016 (IBCJ,

THE D ETAILS OF ONE TIME SETTLE M ENT/VALUATIO N WITH DANK OR FINANCIAL INSTITUTION

No one-time settlement/valuation was done while taking loan from the Gankor Financial Institution.

ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANVS OPERATIONS IN FUTURE

During the financial year there was no such significant material orders passed by the regulators or courts or tri bu naIs i m pact i n g the go i ng concern statu s and Co mp a ny s o pera tio n s in futu re.

Further, no application made, or any proceedings were pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

The Declaration of Independence from all Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 ofthcSEBI Listing Regulations, 2015, confirming that they meet the criteria of independence have been received.

STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCEOF INDEPENDENT DIRECTORS

In the opinion of the board, the Independent Directors possess excellent rating in respect of cl ear sense ofvaiuc and integrity a nd h ave req u i site exp c rti se a n d experie n ce in the i r re spcctive fie Ids.

Ail the Independent Directors of the Company arc enrolled with Data Bank maintained hy Indian Institute of Corporate Affairs. As per the provisions of section 150 ofthe Companies Act, 2013 lead rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company are exempted from undergoing the online proficiency self-assessment test conduct by the Institute, except those who are required to undergo the test had passed the online proficiency scif-assessmcnt test within the

prescribed time.

REPORTING OFT RAUDS BY AUDI TO RS

During the year under review, the Auditors of the Company have not reported any fraud, as specified under Section 143(12] of the Act to the Audit Committee STATUTORY AUDITORS

Members of the Company had appointed M/s. Bohra & Co., Chartered Accountants, [Firm Registration No. 136492W) as statutory auditors of the Company for a term oF5 [five) consecutive years from conciusion of4i^J Annual General Meeting until conclusion of 46^u Annual General Meeting to be held, in the year 2027. Bohra & Co. have confirmed that they are not disqualified from continuing as Auditors of the Company.

SECRETARIAL AUDITORS

Prasad Parab & Associates, Company Secretaries, were appointed as Secretarial Auditors, to conduct secretariat audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial yearended 31“ March, 2025 is annexed herewith marked as Annexurc III to this Report.

Further,as per the provisions of Regulation 24A oftheSEBI Listing Regulations, theboard in theirmceting held on 13^ll,Mayj 2025, subject to the approval of the members, appointed M/s, Prasad Parab&Associates, Company Secretaries, as Secretarial Auditor of the Company for 5 consecutive financial year effective from the financial year 2025-26.

CO M M E NTS OF AU D ITORS RE PORT AN D S ECRETARIAL AUD IT REPORT

The Auditors report to the shareholders on the audited standalone and consolidated financial statements for the year ended 31^J March, 2025 docs not contain any qualifications, reservations or adverse remarks, except emphasis of matter pertaining to one party to whom company has given Inter Corporate Deposit, is in the pro cess of insolvency process and company had already filed a claim as a financial creditor as per regulation 8 oFJBC for the said outstanding amount. The company is waiting for the outcome of the National Company Law Tribunal. During the year duo to the uncertainty of realization of the said debt company has not provided interest thereon.

Secretarial Audit report is annexed as Anncxnrc -Y to this report The Secretarial audit report to the shareholders does not contain any qualification or reservation which has any material adverse effect on the functioning of the company.

COST AUDIT

The Company has appointed M/s. V B. Modi & Associates, Cost Accountant (Firm Registration No. 004861) to audit cost records of the Company for the financial year ended 2025-26. Pursuant to the provisions of Section 148[3) ofthe Act, the said qualified Cost Auditors have been appointed to conduct cost audit forthc yearundcr review in respect to the products manufactured by the Company.

ACKNOWLEDGEMENTS

Your Directors thanks to the companys employees, customers, vendors, shareholders & bankers for their continuous support. Your Companys growth has been possible due to their hard work, co-operation & support, Your Directors also thank government of India, Government of various states in fndia, government departmcntsandagenciesforthcirco-opcration.

	By order of the Board of Directors For Indo Borax &. Chemicals Limited
	Sajal )ain
Place; Mumbai,	Managing Director
Date; May 13,2025	DIN:00314855