Kronox Lab Sciences Ltd Directors Report

To

The Members,

KRONOX LAB SCIENCES LIMITED,

CIN: l24117GJ2008PLC055460

1. Your Directors have pleasure to present the 16th Annual Report together with the Audited Financial Statements and Auditors report thereon for the year ended March 31, 2025.

1. STATE OF COMPANYS AFFAIRS

(i) FINANCIAL SUMMARY / HIGHLIGHTS:

The financial results of your Company for the Financial Year ended on March 31, 2025 are as follows:

(Rs. In Lakhs)

PARTICULARS	2024-25	2023-24
Revenue from Operations	10019.39	8986.24
Other Income	252.60	157.79
Total Income	10271.99	9144.03
Profit before Depreciation & Tax (PBDT)	3565.28	2989.69
(Less) Depreciation & amortisation expenses	(138.20)	(128.88)
Profit/(loss) for the year	3427.08	2860.81
Add/(Less)
Tax Expenses:-
Current Tax	(888.32)	(734.88)
Deferred Tax	7.95	9.20
Net Profit/(Loss) for the year	2546.71	2135.13

Your company has hit century of total revenue with total Income of the Company of Rs. 10271.99 lakhs during the financial year under review as against Rs. 9144.03 during the previous year registering rise of about 12.34%. It is also heartening to note that the Company has earned net profit of Rs. 2546.71 Lakhs during the year under review as against Rs. 2135.13 Lakhs during the previous Year, reflecting rise of about 19.23%.

2. DIVIDEND:

Your Directors have pleasure to recommend a dividend @ 5% i.e. Rs. 0.5/- on equity share of Rs. 10/- each for the financial year ended March 31, 2025. The dividend, if approved by the members in the ensuing Annual General Meeting, would absorb Rs. 185.52 Lakhs out of the distributable profits available subject to TDS as applicable .

Dividend Distribution Policy of the Company is available at Companys website at https://www.kronoxlabsciences.com/inves tors/corporate-policies/

3. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of Companys business.

4. ANNUAL RETURN:

The Annual Return for the Financial Year 2024-25 in prescribed Form No. MGT-7, as required under Section 92(1) of the Companies Act, 2013 (‘the Act) read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the Companys website at https://www.kronoxlabsciences.com/inves tors/

5. TRANSFER TO RESERVES:

The Company is not required to transfer any amount to its Reserves. Hence no amount is transferred to Reserves.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Neither the Company has any subsidiary, joint venture or associate company nor any company has become or ceased to be subsidiary, joint venture or associate company during the year under review.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the constitution of the Board. However, Mr. Pritesh Vinodchandra Ramani (DIN: 02392939) was reappointed as a Retiring Director at the last Annual

General Meeting held on 30th August, 2024.

8. POLICY FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Companys Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the report on Corporate Governance, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR) which is a part of this report.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial conditions and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-?-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of LODR, the

NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

- Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

- Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

- Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act and the Rules framed thereunder read with Regulation 16(1)(b) of LODR.

9. PARTICULARS OF LOAN(S), GUARANTEE(S) AND INVESTMENT(S) UNDER SECTION 186:

During the year 2024-25, your Company has not given any guarantees or securities within the meaning of the provisions of Section 186 of the Act.

However, the aggregate of Loans and advances granted as also investments made, are within the limits of Section 186 of the Act and have been disclosed in the Financial Statements.

10. PARTICULARS OF CONTRACT(S) OR ARRANGEMENT(S) WITH RELATED PARTIES:

In line with the requirements of the Act and LODR, the Company has formulated a

Policy on Related Party Transactions (‘RPT Policy) for identifying, reviewing, approving and monitoring of Related Party Transactions which is available on the Companys website at https://www.kronoxlabsciences.com/inves tors/corporate-policies/

However, there was no related party transaction within the meaning of section 188(1) of the Act. Accordingly, no details of the transactions which are material in nature pursuant to Section 134(3)(h) of the Companies Act, 2013 are provided in form AOC-2 attached as Annexure – A to the report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

I. Conservation of Energy:

Your Company is taking all necessary steps to conserve the natural resources and to adopt environment friendly measures including steps in the direction to promote green initiative. Your Company is well positioned to benefit from energy conservation and renewable energy promotion schemes such as Perform, Achieve and Trade (PAT) and Renewable Energy Certificates (RECs) promoted by the Government of India. Your Company continues its efforts to achieve renewable energy share in its total energy consumption based on a mix of energy conservation and renewable energy investments, despite significant enhancement in its scale of operations going forward

II. Research & Development (R&D)

The Company has incurred Rs. 45.64 Lakhs on Research & Development (R&D) during the year.

III. Technology Absorption, Adaption and Innovation:

Since the Company has neither imported technology nor obtained any indigenous technology, the Company has no information to offer in respect of Technology Absorption.

IV. Foreign exchange earnings and outgo:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Foreign exchange Earnings	2639.85	2168.01
Foreign exchange Outgo	8.52	7.96

The detailed information on foreign exchange earnings & expenditure are available in the Notes to financial statements.

12. RISK MANAGEMENT POLICY:

The Company has developed a very

comprehensive risk management policy

and the same is reviewed by the

Management at periodical intervals,

about the risk assessment and

minimization procedures adopted by the

management. At the corporate level

major risks are reviewed by the Directors

and directions in this regard are issued

accordingly. Key business risks and their

mitigation are considered in the

annual/strategic business plans and in

periodic management reviews. The risk

management process in our multi-business, multi-site operations, over the period of time will become embedded into the Companys business systems and processes, such that our responses to risks remain current and dynamic.

13. DEPOSITS:

The Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors had 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 and loss of the company for that period;

c) The directors had 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;

d) The directors had prepared the annual accounts on a going concern basis; and e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. COST AUDITORS:

The company has appointed M/s Diwanji and associates as Cost Auditor of the company to undertake the Cost Audit pursuant to section 148 of the Act read with Rule 6 of Companies (Cost Record and Audit) Rules, 2014.

16. INTERNAL AUDITORS:

M/s. Jaimin & Associates, Chartered Accountants (FRN: 127346W) was appointed as an internal Auditor of the Company to conduct Internal Audit for the Financial Year 2025-26

17. SECRETARIAL AUDITORS:

On the recommendation of the Audit Committee, the Board of Directors has recommended appointment of M/s. Devesh Pathak & Associates, Practicing Company Secretaries, Vadodara (FRN S2018GJ621500), a peer reviewed from a period of five consecutive years commencing from financial year 2025-26 to 2029-30 to the member of the company at their ensuing 16th Annual General Meeting pursuant to amended Regulation 24A of LODR read with Section 204 of the Act and Rule 9 of the companies (Appointment and Remuneration of Managerial Personnel)Rules,2014

18. STATUTORY AUDITORS:

M/s. Mahesh Udhwani and Associates, Chartered Accountants (FRN No.: 129738W) were appointed as Statutory Auditors for the term of 5 years from the conclusion of 15th Annual General Meeting held in year 2024 in his Second Term to hold office till the conclusion of the 20th Annual General Meeting to be held in 2029 pursuant to Section 139 of the Act.

The Company has received certificate from the Auditors to the effect they are not disqualified to be appointed as statutory auditors under the provisions of applicable laws

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formed the Corporate Social Responsibility committee pursuant to section 135 of the Act and Rules framed thereunder.

During the year under review, the Company has spent Rs. 46.24 lakhs on the Corporate Social Responsibility under section 135 of the Companies Act 2013.

The report on CSR Activities carried out by the Company are annexed as Annexure - A

20. EXPLANATION / COMMENTS ON THE AUDITORS REPORT

Statutory Auditors have not made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanation/comments thereon are required to be furnished.

21. REPORTING OF FRAUDS

There has been no instance of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or the Central Government.

22. COMPLAINCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings.

23. CHANGE IN SHARE CAPITAL, IF ANY

During the year under review, there was no change in fully paid-up Equity Share Capital of the Company and accordingly, it continued to be Rs. 37,10,40,000 divided into 3,71,04,000 Equity Shares of Rs. 10/- each. However, in view of Initial Public Offer exclusively through offer for sale, the company was listed under BSE and NSE in June, 2024 as detailed in the Boards Report of earlier financial year 2023-24.

24. 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 REPORT

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year ended 31st March 2025 to which the Financial Statements relates and the date of signing of this report.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future during the financial year.

26. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any Employee Stock Options during the year. Hence, the details as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

27. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with Differential rights as to dividend or vote during the year. Hence, details as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

28. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the year, the Company has not issued Sweat Equity Shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

29. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

Since the Company has not made any voluntary revision of Financial Statements or Boards Report during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be reported.

30. RECEIPT OF ANY COMMISION BY MD/WTD FROM THE COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

The Managing Director is not in receipt of any Commission from the Company and the Company does not have any Subsidiary/Holding company. Hence, the details of commission pursuant to Section 197(14) of the Act are not required to be reported.

31. NO. OF BOARD MEETINGS

10 meetings of the Board of Directors were held during the year. Details of meetings are available in the Corporate Governance Report.

32. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL TRANSACTIONS:

Your Company has maintained adequate internal financial control systems, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Internal complaint Committee regularly monitors the compliances under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013(‘POSH Act)

Your Directors further state that during the year under review, there were no cases filed pursuant to the POSH Act.

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has framed vigil mechanism in terms of The Act read with Regulation 22 of LODR and the same may be accessed on the Companys website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Companys interest.

35. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE ACT

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Act.

36. STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

Your Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

37. FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of the Board, its committees and individual Directors which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The Board of Directors has expressed their satisfaction with the evaluation process.

A statement indicating the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual director has been given in the Report of Corporate Governance.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis is enclosed as per Annexure-C.

39. PARTICULARS OF EMPLYOEES

The Statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘The Rules) is annexed to this report as

‘Annexure D. The information as per Rule 5(2) of the Rules forms part of this report. However, in terms of provisions of Section 136 of the Companies Act, 2013, the report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

40. CODE OF CONDUCT

The Code of Conduct is applicable to the members of the Board and all designated employees in the course of day-to-day business operations of the Company. The Code laid down by the Board is known as "Code of Conduct and Fair Disclosure of Unpublished Price Sensitive Information" which forms an Appendix to the Code of Conduct of the Company which is in line with SEBI (Prohibition of Insider Trading) Regulation, 2018.

The Company has received affirmations from Board members as well as senior management confirming their compliance with the said Code for FY 2024-25.

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 dealing with stakeholders. All the Board members and the senior management personnel have confirmed their compliance with the Code. All management personnel are being provided appropriate training in this regard.

41. STATUTORY DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Application or any proceeding pending under Insolvency and Bankruptcy Code, 2016.

2. Settlements with banks or financial institutions.

42. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company in view of lesser than 10 employees was not required to constitute Internal Complaint Committee under POSH Act. However, the Company has zero tolerance approach towards Sexual Harassment of Woman at workplace. Further, there were no complaints received by the Company during the year under the review.

43. STATEMENT OF COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

Your Directors state that the Company is not compliant of the provisions of the Maternity Benefit Act, 1961.

44. ACKNOWLEDGMENT:

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and co-operation extended by them. At the end, your directors wish to sincerely thank all shareholders for their continued support.

For and on behalf of the Board of Directors of

Kronox Lab Sciences Limited

Jogindersingh Gianchand Jaswal Chairman & Managing Director DIN: 02385809

Ketan Ramani

Whole-time Director DIN: 01510833

Date: 25thjuly2025 Place: Vadodara