Indo Euro Indchem Ltd Directors Report

Dear Members,

The Board of Directors present the Companys 34^th Annual Report and the Companys audited financial statements for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The summarised financial results of the Company for the financial year ended March 31, 2024, are presented below:

(Rs. In Lakhs)

Particulars
	2023-2024	2022-2023
Revenue from Operations	1082.06	1008.44
Other Income	81.76	48.63
Total Revenue	1163.82	1057.07
Profit/(Loss) before Interest & depreciation	25.52	38.47
Less: Interest	7.17	2.24
Less: Depreciation	6.11	6.53
Profit/(Loss) Before Tax and Exceptional Items	12.24	29.70
Add: Exceptional Items	-	-
Profit/(Loss) Before Tax	12.24	29.70
Add/Less: Current Tax	9.50	9.00
Add/Less: Deferred Tax	(0.96)	(0.99)
Profit/(Loss) After Tax	3.70	21.69
Other Comprehensive Income	37.51	(12.33)
Total Comprehensive Income	41.21	9.36

Note: The above figures are extracted from the standalone financial statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects with Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

2. STATE OF COMPANYfS AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK

During the year under review, the Company has earned revenue from operation of an amount of Rs.1082.06 lakh against Rs.1008.44 lakh of the previous year and also earned other income of Rs.81.76 lakh against Rs.48.63 lakh of the previous year.

The Company has earned a net profit of Rs.3.70 lakhs against the profit of Rs. 21.69 lakhs of the previous year.

During the year, there were no changes in the nature of business of the Company, the detailed discussion on Companys overview and future outlook has been given in the section on ‘Management Discussion and Analysis (MDA).

3. DIVIDEND

With a view to conserve resources for expansion of business, the Board of Director could not recommend any dividend for the financial year under review.

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 (the Listing Regulations), the top 1000 listed Companies shall formulate a Dividend Distribution Policy. The Company does not come under the category of top 1000 listed Companies based on the market capitalization.

4. TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial year under review. Further, the details of movement in Reserve and Surplus is given in note no.12 of the Financial Statement.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there are no details to disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

6. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/ Associate Company of your Company.

7. SHARE CAPITAL

? During the year under review, there were no changes in Authorized and Paid up Share Capital of the Company. ? The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the year under review. ? The Company has not issued any sweat equity shares to its directors or employees, during the period under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31, 2024, comprised of 5 (Five) Directors out of which 3 (Three) are Independent Directors, 2 (Two) are Executive Directors including one Managing Director. Mr. Vardhman Chhaganlal Shah (DIN 00334194), Managing Director, Mr. Akshit Lakhani (DIN 00334241), Executive Director, Mr. Raj Bhushan Mishra, CFO and Ms. Varsha Saurabh Bansal, Company Secretary are the Key Managerial Personnel as on 31^st March 2024 as per the provisions of the Companies Act, 2013 and rules made there under.

None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Director of company by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory Authority.

a. Appointments and Resignations of Directors and Key Managerial Personnel

During the period under review, following changes have been occurred:

i. Mr. Akshit Balwantrai Lakhani (DIN:00334241), appointed as a Director liable to retire by rotation at the 33^rd Annual General Meeting of the members of the Company held on September 30, 2023.

ii. Mr. Vardhman Chhaganlal Shah (DIN 00334194), Managing Director and Mr. Akshit Balwantrai Lakhani (DIN:00334241), Executive Director of the Company, were re-appointed at the Annual General Meeting of the members of the Company held on September 30, 2023 for the further period of five years w.e.f. September 01, 2023 to August 31, 2028.

Further after closure of the Financial year, following changes have been occurred:

? Mr. Bhavik Shah (DIN: 09605363) was appointed as an Additional Non-Executive & Independent Director on the Board with effect from May 07, 2024 to hold office up to the date of ensuing Annual General Meeting. Based upon the notice received from a member under Section 160(1) of the Act proposing the candidature of Mr. Bhavik Shah for the office of Independent Director, Nomination and Remuneration Committee and the Board have recommended regularisation of his directorship by the shareholders at the ensuing Annual General Meeting, for a period of 5 (five) consecutive years commencing with effect from May 07, 2024 up to May 6, 2029 and in the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency).

? Mr. Yash Manish Shah (DIN: 10727203), was appointed as an Additional Director of the Company to hold office up to the date of ensuing Annual General Meeting of the Company and has been designated as Non-executive and Non-Independent Director of the Company with effect from May 07, 2024. Further, the Board recommends regularisation of his appointment by the members at the ensuing Annual General Meeting.

? Ms. Varsha Saurabh Bansal, Company Secretary resigned from the post of the Company Secretary and Compliance officer of the Company with effect from the closure of business hours of July 19, 2024.

? Ms. Priya Ashwini Gupta, Company Secretary appointed on the post of Company Secretary and Compliance officer of the Company with effect from August 9, 2024.

? Further, Mr. Dipakkumar Pandya (DIN 03434486) and Mr. Paresh Valani (DIN 05235367), Independent Directors of the Company have completed their second term of appointment as independent Director on 31.03.2024.

b. Director Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Akshit Balwantrai Lakhani (DIN:00334241), Director being Director liable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The information as required to be disclosed under Regulation 36 of the Listing Regulations will be provided in the notice of ensuing Annual General Meeting.

c. Independent Directors

The Company has received declarations/ confirmations from each Independent Directors under section 149(7) of the Companies Act, 2013 and regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in the Companies Act, 2013 and the Listing Regulations.

The Company has also received requisite declarations from Independent Directors of the Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule :V to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity. Further, 3(Three) independent directors of the Company are in process of inclusion of their name in Data Bank of Independent Directors and one independent director has registered his names in the online databank of Independent Directors.

9. NUMBER OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES THEREOF

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board businesses. The Board/Committee Meetings are prescheduled, and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The Board of Directors of your Company met 4 (Four) times during the year to carry the various matters.

The maximum interval between any two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013, the Listing Regulation and circular issued by MCA in this regard.

The Composition of Audit Committee as on March 31, 2024 are as under:

1. Mr. Paresh Valani Chairman 2. Mr. Dipakkumar Pandya Member 3. Mr. Akshit Lakhani Member

Further, during the year, there are no such cases where the recommendation of any Committee of Board, have not been accepted by the Board.

10. DIRECTORSf RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm and state that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same; (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 this Act 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 to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) 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.

11. POLICY ON DIRECTORSf APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (‘NRC) works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Company has in place a Policy on appointment & removal of Directors (‘Policy).

The salient features of the Policy are:

It acts as a guideline for matters relating to appointment and re-appointment of Directors.

It contains guidelines for determining qualifications, positive attributes for Directors and independence of a director.

? It lays down the criteria for Board Membership

? It sets out the approach of the Company on board diversity

? It lays down the criteria for determining independence of a director, in case of appointment of an Independent Director. The Nomination and Remuneration Policy is posted on website of the Company and may be viewed at http://www.indoeuroindchem.com.

12. PERFORMANCE EVALUATION OF THE BOARD

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI on January 05, 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its committees and individual directors including Independent Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

13. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your company does not fall in the ambit of limit as specified in Section 135 of the Companies Act, 2013 read with Rule framed there under in respect of Corporate Social Responsibility. However, the directors of the Company, in their personnel capacity, are engaged in philanthropy activities and participating for cause of upliftment of the society.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section and forming part of this Report.

15. CORPORATE GOVERNANCE

As your Companys Paid-up Equity Share Capital and Net Worth not exceeding Rs.10 Crores and Rs.25 Crores respectively, there corporate governance provision as as specified in regulations 17, 17A,18, 19, 20, 21,22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) and (t)of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply to the Company.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy ("the Policy"), to provide a formal mechanism to its directors and employees for communicating instances of breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected/actual fraud and criminal offences. The Policy provides for a mechanism to report such concerns to the Chairman of the Audit Committee through specified channels. The frame work of the Policy strives to foster responsible and secure whistle blowing. In terms of the Policy of the Company, no employee including directors of the Company has been denied access to the chairman of Audit Committee of the Board. During the year under review, no concern from any whistle blower has been received by the Company. The whistle blower policy is available at the link www.indoeuroindchem.com

17. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical to ensure long-term sustainability of the business. The Company, has in place, a strong risk management framework with regular appraisal by the top management. The Board of Directors reviews the Companys business risks and formulates strategies to mitigate those risks. The Senior Management team, led by the Managing Director, is responsible to proactively manage risks with appropriate mitigation measures and implementation thereof.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not made investment in security of body corporate and however given loan the details of the same is given in note no.4 and 5 of the Financial Statement. Further, the Company has not given any guarantees or provided security in connection with a loan to any other body corporate or person.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on arms length basis and there are no ‘material contracts or arrangement or transactions with related parties and thus disclosure in Form AOC-2 [Pursuant to clause (h) of subsection (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014] is not required.

The statement showing the disclosure of transactions with related parties in compliance with applicable provisions of Ind AS, the details of the same are provided in Note No. 2. XI of the Financial Statement. All related party transactions were placed before the Audit Committee and the Board, wherever applicable for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available at www.indoeuroindchem.com

20. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, processes and structures to implement internal financial controls with reference to financial statements. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your companys operation.

21. LISTING REGULATIONS, 2015

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has paid its Annual Listing Fees to the stock exchanges for the Financial Year 2023-2024.

The Company has formulated following Policies as required under the Listing Regulations, the details of which are as under:

1. "Documents Preservation & Archival Policy" as per Regulation 9 and

Regulation 30which may be viewed at www.indoeuroindchem.com

2. "Policy for determining Materiality of events/information" as per Regulation 30 which may be viewed at www.indoeuroindchem.com

Further, during the year under review, the Board of Directors at their meeting held on February 7, 2024 appointed M/s. Purva Sharegistry (India) Private Limited as the new Registrar and Share Transfer Agent (RTA) of the Company and initiated the process of change of RTA.

22. AUDITORS

(a) Statutory Auditor

M/s. Vora & Associates, Chartered Accountants (Firm Registration No. 111612W) has been appointed as Statutory Auditors of the Company for a period of 5 Years from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting of the Company. Your Company has received necessary confirmation from them stating that they satisfy the criteria provided under section 141 of the Companies Act, 2013.

The report of the Statutory Auditor forms part of the Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer, Except below:

1. The Company has not made any provision for old receivables outstanding as the management is putting efforts for recovery or settlement with the parties.

Comments by the Board:- : the Company has discussed with the parties for the old receivables for recovery and settlement.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Anish Gupta, Partner of M/s VKMG & Associates LLP, Practicing

Company Secretaries, as the Secretarial Auditors of the Company to undertake Secretarial Audit for the financial year ended March 31, 2024.The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed herewith and marked as eAnnexure-1f to this Report.

STATUTORY AND SECRETARIAL AUDITORS OBSERVATIONS & COMMENTS FROM BOARD: -

(a) The Company has not updated its website and uploaded the documents and information as required under provisions of the Companies Act 2013 and Regulation 46 of SEBI (LODR) Regulations 2015. Comments by the Board:- The Company regularly updates its website but due to some issued with the website developer current information and documents are not updated. The Directors have taken the note of the same and will do the compliance at the earliest.

(b) The Company appointed Mr. Dipakkumar Prataprai Pandya, Mr. Paresh Maganlal Valani and Mrs. Rima Badyopadhyay as an Independent Directors under section 149 of the Companies Act, 2013 however, all the directors have not registered their names as per The Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and also not appeared for Online Proficiency Test. Comments by the Board :- The Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest integrity. Further, 2(two) independent directors of the Company completed their second term on 31.03.2024 and 1(one) independent Director of the Company is in process of inclusion of her name in Data Bank of Independent Directors.

(c) The appointment of M/s VKMG & Associates LLP, Company Secretaries, as Secretarial Auditor to carry out Secretarial Audit for the financial year 2023-24 have not been intimated to Stock Exchange as required by the Regulation 30 of SEBI LODR. Comments by the Board:- The Company will do necessary compliances.

(c) Delayed in publication of financial result of Board Meeting for the quarter ended June, 2023 in the Newspapers under Regulation 47(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). Comments by the Board:- The Company inadvertently miss out to publish financial result in the Newspaper within the stipulated time period.

(d) Late submission of intimation of Newspaper copies to Stock Exchange under Regulation 30 and Regulation 47(3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (Listing Regulations) for the quarter and half year ended September, 2023. Comments by the Board:- The Company inadvertently miss out to upload copy of newspaper publications regarding financial results for the September 2023 quarter to stock exchange within the stipulated time period. (e) Late submission of Financial Result in XBRL Form to Stock exchange for the quarter and half year ended September, 2023. Comment by Board : The Company inadvertently miss out to submit Financial Result in XBRL mode to stock exchange within the stipulated time period.

(f) The Company has not filed e-Form MGT-14, to grant loans as required under Section 117 read with 179(3) of the Companies Act, 2013. Comments by the Board:- The Company will ensure compliance

(c) Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Company had appointed M/s. Moxit & Associates, Chartered Accountants to undertake Internal Audit for financial year ended March 31, 2024.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Boards Report.

24. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year of the Company, i.e., March 31, 2024 till the date of this Directors Report.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators/ courts/ tribunals, which may impact the going concern status and the Companys operations in future.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employeefs remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

Name of Director/Key Managerial Personnel and Designation	Remuneration of Director/KMP (in Lakh)	% Increase in remuneration on FY 2023- 2024	Ratio of Remuneration of each Director to median Remuneration of employee
Akshit Balwantrai Lakhani	6,00,000	0	1.32
Vardhman Chhaganlal Shah	6,00,000	0	1.32
Raj Bhushan Mishra	6,00,000	0.84	NA
Varsha Saurabh Bansal	2,21,000	0*	NA

*there is no increment in salary as compared to last year, in last year appointment was made in the month of March 2023 and hence salary was reported only for March month

(b) the percentage increase in the median remuneration of employees in the financial year:

The median remuneration of employees of the Company during the financial year was Rs. 4.55 (Rs. in Lakh). In the financial year, there was increase of 5.81% in the median remuneration of employees.

(c) the number of permanent employees on the rolls of the Company:

As on March 31, 2024, the Company has 8 permanent employees (including 2 executive directors) on its rolls.

(d) average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in the salaries of employees other than managerial personnel in the financial year 2023-24 was 8.92% whereas the there the increment in Managerial remuneration for the same financial year was 0.84% as stated above.

It is hereby affirmed that the remuneration is as per the remuneration policy of the Company.

(e) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration is provided in a above. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any member interested in obtaining such information may address their email to galaxy_delta@yahoo.co.in.

27. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company on a continuous basis, including during the year, are listed below: a) Use of LED Lights at office spaces. b) Rationalization of usage of electricity and electrical equipment air conditioning system, office illumination, beverage dispensers, desktops. c) Regular monitoring of temperature inside the buildings and controlling the air-conditioning system. d) Planned Preventive Maintenance schedule put in place for electromechanical equipment. e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilizing alternate source of energy.

The business operation of the Company is not energy-intensive, hence apart from steps mentioned above no other steps taken.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year under review.

(B) Technology Absorption

The IT team of the Company evaluate technology developments on a continuous basis and keep the organization updated. The Company has been benefited immensely by usage of Indigenous Technology for business operation of the Company. The Company has not imported any technology during last three years from the beginning of the financial year. The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

28. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return of the Company as on March 31,

2024 is available on the Companys website and can be accessed at www.indoeuroindchem.com

29. SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

30. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

31. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. Since, the Company has less than Ten Employees constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable. Further, during the year the Company has not received any case related to sexual harassment.

The policy framed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules framed thereunder may be viewed at https://www.indoeuroindchem.com

32. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

? Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. ? Issue of debentures/bonds/warrants/any other convertible securities. ? Issue of shares under ESOP scheme ? Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. ? Instance of one-time settlement with any Bank or Financial Institution. ? Application or proceedings under the Insolvency and Bankruptcy Code, 2016

33. ACKNOWLEDGEMENTS

Your directors take the opportunity to express our deep sense of gratitude to all users, vendors, government and non-governmental agencies and bankers for their continued support in Companys growth and look forward to their continued support in the future.

Your directors would also like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company.