Lime Chemicals Ltd Directors Report

The Directors present their 55thAnnual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2025.

FINANCIAL RESULTS

Particulars	For the year ended on 3l/03/2025	For the previous year ended on 31/03/2024
Gross Profit (before interest, depreciation & taxation)	46.77	(36.34)
Less: Interest	15.21	3.05
Depreciation	7.61	9.18
Profit before tax	23.95	(48.57)
Tax expense/Deferred Tax	1.82	0.61
Exceptional items	0	0
Other comprehensive income	(2.08)	(1.97)
Profit / Loss after Tax	20.05	(51.15)
Add: Balance brought from previous year	(476.28)	(433.94)
Profit / (Loss) available for appropriations	(456.24)	(476.28)
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance Sheet	(456.24)	(476.28)

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the loss and brought forward loss of earlier years incurred by the Company.

TRANSFER TO GENERAL RESERVE

In view of the carry forward loss, no amount has transferred to the General Reserve Account. The exceptional income received during the year has adjusted against the brought forward loss of earlier years.

OPERATION AND FUTURE OUTLOOK

During the year under review, the gross income has marginally decreased from Rs. 1085.13 lakhs to Rs.1027.59 lakhs from the previous year registering decrease of 5.30% in revenue. The Company has earned net profit of Rs. 20.05 lakhs during the year against loss of Rs. 51.15 lakhs in the previous year.

Board of Directors, Board and Audit Committee Meetings:

Your Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. During the financial year ended on 31/3/2025, four Board meetings and four Audit Committee meetings were held on 30/05/2024, 14/08/2024, 14/11/2024 & 14/02/2025.

Dr. Akbarali Virani, the Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer himself for re-appointment. Brief profile along with necessary disclosures of retiring Director and reappointment of Managing Director has been annexed to the Notice convening the ensuing AGM and forms an integral part of this Annual Report. Your Board recommends re-appointment of Dr. Akbarali Virani.

Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A)

The Company has not raised any funds through preferential allotment or qualified institutions placement during the year under review.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitment affecting the financial position of the Company which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the Report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

Internal control systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman.

The Company has obtained ISO 9001 certification and adheres to the Standard Operating Practices its manufacturing and operating activities.

The management of the Company evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the assessment, the management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations with corrective actions thereon are presented to the Audit Committee of the Board.

Subsidiaries/ Joint Ventures

The Company does not have Subsidiary or Joint Ventures during the year under review.

Fixed deposit

The Company has not accepted Fixed Deposit and there no outstanding deposits payable by the Company.

Auditors & auditors report

M/s. R.A. Kuvadia & Co., Chartered Accountants, has been appointed as Auditors of the Company in the Annual General Meeting held on 30th September 2023 for five years. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company in their report. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return can be accessed from the website of the Company at http://www. limechem.com.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in "Annexure A" forming part of this report.

Corporate Social Responsibility Initiatives

During the year under review, the Company is not falling within the prescribed threshold of paid up capital and net profits under Section 135 of the Companies Act, 2013, and not required to comply with the provisions of Corporate Social Responsibility.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration and Stakeholders Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Committee

The Board has on the recommendation of the Appointment and 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.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there is no change in their status of independence.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism to be known as the "Whistle Blower Policy" for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading under Securities and Exchange Board of India (Insider Trading) Regulation 2015 with a view to regulate trading in securities by the Directors, designated employees and their immediate relatives and other connected persons. The Code requires pre-clearance for dealing in the Companys 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. All the members of the Board and designated employees have confirmed compliance with the Code.

Policy on prevention of sexual harassment of women at workplace

The Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.

An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of the Company.

The following is a summary of sexual harassment complaints received and disposed off satisfactorily during the financial year ended March 31, 2025:

• Number of complaints received: Nil

• Number of complaints disposed off : Nil

Maternity Benefits:

Your Company is committed to upholding the rights and welfare of its women employees. During the year under review, the Company continued to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female employees, including paid maternity leave, nursing breaks, and other necessary facilities, in accordance with the law. The Company also supports a conducive and inclusive workplace environment to ensure the health, safety, and dignity of women employees during and after maternity. During the year under review, there were no female employees in the payroll of the Company.

Particulars of loans, guarantees or investments

During the financial year ended on 31st March 2025, the loans and advances under section 186 of the Companies Act, 2013 were made with the prior approval of Audit Committee and the Shareholders. The details of the same is given in the Note No. 36 of the Financial Statements.

Related Party Transactions

During the financial year ended 31st March 2025, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arms length basis. During the year under review, your Company does not have a Material Subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Listing Regulations].

All Related Party Transactions of your Company had prior approval of the Audit Committee, the Board of Directors and by the Members through the special resolution passed, as required under the Listing Regulations. There has been no materially significant Related Party Transactions having potential conflict with the interest of the Company during the year under review.

All Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosures required under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended on 31st March, 2025.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Amosh Archapelli and Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure-A, which is self-explanatory.

Compliance with Secretarial Standards

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.

Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and the Company has paid the listing fees for FY 2025-26.

Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted a business risk management committee. The details of the Committee and its terms of reference are set out in the corporate governance report forming part of the Board report. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Corporate Governance

The Company is exempted to give report on Corporate Governance under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and details para C, D and E of Schedule V. The Company voluntarily given the Report on Corporate Governance and Management Discussion and Analysis Report forms part of this Report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Managements discussion and analysis is set out as Annexure forming part of this Annual Report.

Directors responsibility statement

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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;

iii) the directors had 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.

iv) the Directors have prepared the Annual Accounts on a going concern basis; and

v) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

Particulars of employees

The Company did not have any employee falling within the purview of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Persons Rule 2014).

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 fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs.

Human Resources:

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Companys HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Companys Bankers and the support given by the Companys valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees at all levels. Last but not least the Board places on record their gratitude to the Investors, Clients and Shareholders of the Company.

	On behalf of the Board of Directors
PLACE: Navi Mumbai	Avinash Jhaveri
DATE : August 14, 2025	Chairman