Lords Chloro Alkali Ltd Directors Report

TO

THE MEMBERS,

Your Directors are pleased to present the 46 th Annual Report together with the Audited Financial

Statements of the Company for the Financial Year ended on 31 st March, 2025.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	For the year ended on	For the year ended on
	31 st March, 2025	31 st March, 2024
Sales (Net of Indirect Taxes)	27022.23	22111.36
Other Income	159.24	292.54
Operating Profit / (Loss) before Interest and	2560.49	370.58
Depreciation
Interest/ Finance Cost	571.60	210.97
Depreciation	1173.60	899.95
Exceptional Items (Gain)/ Loss	-	-
Profit/(loss) before tax	815.29	(740.34)
Tax expense	197.23	(260.83)
Net Profit / (Loss)	618.06	(479.51)
Other Comprehensive Income (Net of Tax)	33.27	(1.10)
Total Comprehensive Income	651.33	(480.61)

2. DIVIDEND

During the Financial Year 2024-25, the Company has not declared any dividend. The Board has decided to retain all earnings for the current period and such retained earnings will be used to fund future investments and support the company s continued growth.

3. RESERVES

During the Financial Year 2024-25, no amount has been transferred to General Reserve.

4. PERFORMANCE AND STATE OF COMPANY AFFAIRS

During the year, total revenue from operations was Rs.27, 022.23 Lakhs an increase of 22.21% as

compared to total revenue from operations of Rs. 22,111.36 Lakhs in the previous year.

The operating profit stood at Rs. 25.60 crore as against Rs. 3.71 crore mainly driven by increase in

realisation and higher operational efficiency on account of savings in power cost.

At Lords Chloro, we recognize the importance of investing in our future to drive long-term growth and sustainability. During FY2025, we did a capital expenditure to increase our production capacity of caustic soda, Chlorinated Paraffin Wax (CPW) and also added a 16 MW solar power plant to enhancing our operational efficiency.

5. OVERALL MARKET SCENARIO

The global caustic soda market in Fiscal Year 2024-2025 has demonstrated a resilient growth trajectory, propelled by consistent demand across key industrial sectors. Valued at approximately USD 47.4 billion in 2024 and projected to reach around USD 48 billion in 2025, the market continues to expand steadily. This growth is predominantly driven by the robust requirements of the alumina industry for aluminium production, especially in the automotive and aerospace sectors, alongside persistent needs from the pulp and paper industry for various processing applications. The escalating global emphasis on water and wastewater treatment, where caustic soda plays a critical role in pH adjustment and purification, is also emerging as a significant growth catalyst. Asia-Pacific, particularly China and India, maintained its dominance as the largest and fastest-growing market, benefiting from rapid industrialization and urban infrastructure development. While overall supply remained stable, bolstered by continuous adoption of efficient membrane cell technology and strategic capacity expansions by major players, localized supply disruptions and the co-production dynamics with chlorine influenced regional price fluctuations. Despite these variations, the market generally saw stable prices, with trends influenced by energy costs, logistical efficiencies, and the health of downstream industries.

6. FUTURE OUTLOOK

The future outlook for the global caustic soda market beyond FY2025 remains positive and characterized by continued growth, driven by fundamental industrial demand and emerging applications, alongside an increasing emphasis on sustainability. The global caustic soda market is projected to reach approximately USD 71.0 billion by 2033, growing at a CAGR of around 4.7% from 2025 to 2033. This signifies a steady and sustained upward trend. Global demand is forecast to climb to 116.30 million tons by 2030 from 94.95 million tons in 2025, reflecting a CAGR of 4.14% over this period. The increasing global demand for lightweight aluminum in sectors like automotive, aerospace, and construction will continue to fuel the need for caustic soda in the Bayer process. Continued demand for high-quality fabrics and the use of caustic soda in processes like mercerization, scouring, and dyeing will support market growth, especially in emerging economies.

In essence, the future of the global caustic soda market is one of stable and consistent expansion, deeply intertwined with the growth of foundational industries. The shift towards sustainable production methods and the increasing importance of water treatment will be key themes, ensuring caustic sodas continued indispensability in the global economy.

During FY25, the Company successfully completed key strategic expansion projects, marking a significant milestone in its growth journey. The caustic soda capacity was enhanced by 90 tonnes per day (TPD), taking the total installed capacity to 300 TPD. Additionally, the Company expanded its chlorinated paraffin wax (CPW) capacity from 20 TPD to 50 TPD and operationalized a 16 MW solar power plant at its facility. These projects were funded through a balanced mix of internal accruals and debt, reinforcing our commitment to sustainable and efficient growth.

With these capacities now fully operational, the focus in the near term will be on optimizing plant utilization, improving operating efficiencies, and deepening downstream chlorine integration. The Company is actively exploring avenues to strengthen its product mix by targeting both existing and new chlorine-based derivatives to enhance value addition and drive future growth.

Global demand for caustic soda remains robust, underpinned by supply-side constraints and rising energy costs. While current global capacities are expected to meet demand until 2026, forecasts indicate a potential supply-demand mismatch from 2026 2027 onwards if new capacities are not commissioned, particularly outside India. Lords Chloro Alkali is well-positioned to capitalize on this emerging opportunity with its enhanced capacities and integrated operations.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions under Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company, Ms. Sristhi Dhir, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and she has offered herself for re-appointment. Mr. Hitesh Kumar, Company Secretary and Compliance Officer of the Company has resigned from the Company with effect from 01 st February, 2025. On the recommendation of Nomination & Remuneration Committee, the Board of Directors has appointed Mr. Pankaj Mishra, as Company Secretary and Compliance Officer of the Company with effect from 29 th May, 2025

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

S. No. Name	Designation
1. Shri Ajay Virmani	Managing Director
2. Shri Madhav Dhir	Whole Time Director
3. Shri Deepak Mathur	Whole Time Director
4. Shri Rajiv Kumar	Chief Financial Officer
5. Shri Pankaj Mishra*	Company Secretary

*Shri Pankaj Mishra has been appointed as Company Secretary and Compliance Officer of the

Company with effect from 29.05.2025.

8. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received the declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors Databank. Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on 29 th May, 2025 had carried out the annual evaluation of their own performance, the Individual Directors (Including the Independent and Non-Independent Directors) as well as of their committees. The evaluation was carried out based on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and all stakeholders etc.

The Independent Non-Executive Directors of the Company met separately without the presence of the Non-Independent Directors and inter-alia reviewed the performance of the members of management, Non-Independent Directors and the Board as a whole. Further, the performance of the Chairperson of the Company and the Committees were also reviewed in the meeting. The performance review conducted took into consideration the views of the Executive and Non-Executive Directors.

The Policy on performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors covered the role, rights, responsibilities of Independent Director and related matters are put up on the website of the Company at the link https://www.lordschloro.com/policies/ .

The following policies of the Company are attached herewith marked as Annexure A and B . a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

10. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE &

EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED

DURING THE YEAR

Pursuant to Rule 8(5) of the Companies (Accounts) Rules, 2015, statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors is given below:

The Company has received necessary declarations from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and that of Listing Regulations.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors Databank. Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.lordschloro.com/policies/.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors have constituted Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprising Mr. Sandeep Singh (Chairperson), Ms. Shubha Singh and Ms. Srishti Dhir as members of the Committee. The Board of Directors has formulated a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Board Members. The details of the Policy forms a part of this report as Annexure A and the Details / Disclosures of Ratio of Remuneration to each Director to the median employee s remuneration is given in point no 27 of this report. The Nomination and Remuneration Policy is available on our website at the https://www.lordschloro.com/wp-content/uploads/2024/10/nomination-and-remuneration-policy.pdf.

12. SUCCESSION PLANNING

The Nomination and Remuneration Committee works with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and to senior management positions.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

Pursuant to Section 185, 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures relating to loans, guarantees and investments as on 31st March 2025 are given in the Notes to the Financial Statements.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

There were no material changes and commitments during the period from end of Financial Year under review till the date of this Report which may be affecting the financial position of the Company.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN

FUTURE

The Company has not received any significant/material orders from the statutory regulatory

bodies/courts/tribunals which affect the operations/status of the Company.

16. COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly

made and maintained by the Company.

17. COST AUDITORS

The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost Audit are applicable to the Company for the financial year 2025-26.

The Board of Directors of your Company at its meeting held on 21 st July, 2025, on the

recommendation of Audit Committee, has approved the appointment of M/s Goyal, Goyal &

Associates, Cost Accountants as Cost Auditor of your Company to conduct the audit of cost records

for the Financial Year 2025-26.

The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 46 th

AGM will be Rs. 75,000/- (Rupees Seventy Five Thousand only) for the Financial Year 2025-26.

18. STATUTORY AUDITORS

At the 42 nd AGM of your Company, the members had approved the appointment of M/s Nemani Garg Agarwal & Co, Chartered Accountants (FRN-010192N) as Statutory Auditors of the Company, to hold office till the conclusion of 47 th AGM.

19. AUDITOR S REPORT

Further, Statutory Auditor of the Company has submitted Auditor s Report on the Accounts of the

Company for the financial year ended on 31 st March 2025. The Notes on financial statement

referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors Report does not contain any observation, qualification, reservation or adverse remark.

20. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company had appointed M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2024-25.

Further, pursuant to amendment in regulation 24A of SEBI (LODR) Regulations, 2015 the Board of Directors of the Company in its meeting held on 21 st July, 2025 has appointed M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company for a term of up to 5(Five) consecutive years, to hold office from the conclusion of this Annual

General Meeting ( AGM ) till the conclusion of 51st AGM of the Company to be held in the Year

2030.

21. SECRETARIAL AUDITORS OBSERVATIONS

The Secretarial Auditors of the Company have submitted their Report in the Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March 2025 which is annexed herewith as Annexure-C to this Report.

Further, Secretarial Auditor of the Company has submitted Secretarial Auditor s Report of the

Company for the financial year ended on 31 st March 2025. The Auditor s report is self-explanatory

and requires no comments.

22. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, neither the statutory auditors nor the secretarial auditor has 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 Board s report.

23. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

24. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

Adopting sustainable production practices at all levels of the organization is the need of the hour. At Lords Chloro Alkali Ltd., we are committed to continual improvement through sustainable initiatives focused on reducing greenhouse gas emissions, minimizing energy consumption, and promoting water conservation.

At Lords Chloro Alkali Ltd., we are unwavering in our commitment to enhancing safety across all levels of the organization and in the surrounding communities. In collaboration with national organizations such as AMAI, we have extended our efforts to train public sector organizations in the NCR region, promoting best practices beyond our own operations.

Sustainability, Safety, and Environmental Stewardship Initiatives at Lords Chloro Alkali Ltd.

?— Advanced Emission Control: To improve air quality and reduce emissions, DG sets have been replaced with sets compliant with CPCB IV+ norms. These generators offer significantly lower emissions of particulate matter (PM) and nitrogen oxides (NOx), along with enhanced fuel

efficiency and superior load-handling capabilities.

?— Clean Fuel Integration: All boilers in the plant now operate exclusively on clean fuels such as hydrogen and LPG. The use of all conventional and polluting fuels has been entirely phased out, marking a significant shift toward sustainable operations.

?— Emergency Preparedness: Demonstrating our commitment to safety and readiness, an offsite emergency mock drill was successfully conducted in collaboration with the National Disaster Response Force (NDRF) and the Alwar District Crisis Group.

?— Recognition for Safety Excellence: Our continued focus on industrial safety has been recognized with the prestigious Rajasthan State Factory Safety Award 2024, conferred by the Factories & Boilers Inspection Department, Government of Rajasthan.

?— On-site Chlorine Utilization: A Chlorinated Paraffin Wax plant has been commissioned to utilize toxic chlorine gas within the premises, thereby eliminating the need for hazardous tonner filling and off-site transportation, and significantly reducing associated risks.

Lords Chloro Alkali Ltd. Advances Sustainability with 16 MW Solar Power Plant in Rajasthan

?— Lords Chloro Alkali Ltd. (LCAL) has taken a significant step toward sustainability by commissioning a 16 MW solar power plant in Bikaner, Rajasthan, which began operations in October 2024. The plant supports LCAL s broader goal of transitioning to clean energy and reducing its carbon footprint. Environmentally, it contributes to an estimated annual reduction of 17,200 tons of CO emissions comparable to planting around 8,47,500 trees each year.

This solar initiative forms a core part of LCAL s ongoing strategy to adopt green technologies and

improve overall energy efficiency.

25 . ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

In compliance with provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the statements giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgoings is annexed herewith as Annexure D .

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with

related parties were in the ordinary course of business and on an arm s length basis.

During the year, all related party transactions were placed before the Audit Committee and Board of

Directors for approval.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company s website at the link: https://www.lordschloro.com/policies.

Details of transactions, contracts and arrangements entered into with related parties by the Company, during Financial Year 2024-25, is given under Notes to Accounts annexed to Financial Statements, which forms part of this Annual Report.

27. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors	Ratio to median remuneration	Remuneration in (Rs.)
Shri Ajay Virmani	35.09:1	1,53,72,621
Shri Madhav Dhir	35.01:1	1,53,35,113
Shri Deepak Mathur	13.13:1	57,50,183

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Name	% Increase
Shri Ajay Virmani	16.05%
Shri Madhav Dhir	16.10%
Shri Deepak Mathur	8.59%
Shri Rajiv Kumar (Chief Financial Officer)	12.06%
Shri Hitesh Kumar (Company Secretary)	-

* Shri. Hitesh Kumar (Company Secretary) joined the company in the current FY. So therefore, the percentage increase cannot be ascertained.

c) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of employees in the financial year was

15.14%.

d) The number of permanent employees on the rolls of company;

The number of permanent employees on the rolls of the company at the end of financial year

were 201.

e) Average percentile increase 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;

Average percentile increase in the salaries of employees other than the managerial personnel is

3.71%. Average percentile increase in the salaries of managerial personnel is 14.66%.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

None of the Employees drew the salary more than the prescribed limit i.e. 1.02 Crores in a year for the financial year 2024-25 as per the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Managing Director and Whole Time Director, who is employed throughout the financial year, who were in receipt of remuneration of Rs. 1.33 crores (One crore and thirty three lakh) and Rs. 1.32 crores (One crore and thirty two lakh).

None of the Employees drew the salary more than the prescribed limit i.e. 8.50 Lakhs in a month during the financial year 2024-25 as per the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Any member interested in obtaining the information of top-10 employee of the Company may write

to the Company Secretary at the registered office or the corporate office of the Company.

28. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The criteria for Directors appointment have been set up by the Nomination, Remuneration and Compensation Committee (NRCC), which, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a Director, basis/criteria of remuneration to Directors/KMPs and other matters provided under Section 178 of the Companies Act, 2013 (the Act) and the SEBI Listing Regulations 2015. The Company has a Remuneration Policy in place which deals in the remuneration of the Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs) and other employees of the Company. The said remuneration policy is available on the Companys website at the following web link: https://www.lordschloro.com/wp-content/uploads/2024/10/nomination-and-remuneration-policy.pdf

29. ANNUAL RETURN

The Annual Return of the Company can be accessed on the website of the Company at following link:

https://www.lordschloro.com.

30. SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards have been duly followed by the Company.

31. THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

During the year under review the Company has not made any application during the year and no

proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC) as at March 31, 2025.

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one-time settlement. Since there is no, One-Time Settlement, therefore there is no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions.

33. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

34. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a Certificate from the Practicing Company Secretary confirming the compliance with conditions of corporate governance are appended herewith as Annexure F .

A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, inter-alia confirming the correctness of financial statements and cash flow statements, adequacy of internal control measures and reporting of matters was placed before the Audit Committee and Board.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under

Regulation 34 of the Listing Agreement, 2015 is annexed herewith Annexure G to this Report.

36. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

Brief details about the Risk Management are provided in the Corporate Governance Report.

37. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company have constituted Corporate Social Responsibility (CSR) committee pursuant to Section 135 of Companies Act, 2013, Schedule VII and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant rules and provisions comprising Mr. Ajay Virmani (Chairperson), Mr. Madhav Dhir and Ms. Sakshi Vashisth as members of the Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Corporate Social Responsibility Policy, as framed by the Members of Corporate Social

Responsibility Committee, is available on Company s website https://www.lordschloro.com/policies.

An annual report of CSR activity has been disclosed with this report as Annexure H .

38. MEETINGS OF THE BOARD

Eight (8) meetings of the Board of Directors were held during the year. For further details, please

refer section of Report on Corporate Governance of this Annual Report.

39. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company s Code of Conduct or ethics policy.

This mechanism provides adequate safeguards against victimization of director(s)/ employee(s) and

also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of establishment of such mechanism disclosed at the website of the company

https://www.lordschloro.com/policies.

40. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial

statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Management periodically reviews the financial performance of your Company against the

approved plans across various parameters and takes necessary action, wherever necessary.

41. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board of Directors of the Company have constituted Internal Complaint Committee who will hear and redress the complaint made in writing by any aggrieved woman of sexual harassment at workplace as per the " Sexual Harassment of Woman At Workplace (Prevention, Prohibition and Redressal) Act, 2013 " . The Policy is also available on our website at the link, https://www.lordschloro.com/policies.

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

the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of Sexual Harassment	Complaints	Nil
received
Number of Sexual Harassment	Complaints	Nil
disposed off
Number of Sexual Harassment	Complaints	Nil
pending beyond 90 days.

42. AUDIT COMMITTEE

The Audit Committee as on 31st March, 2025 comprises Mr. Sandeep Singh (Chairperson), Mr. Ajay Virmani (Member) and Mr. Amia Kumar Singh (Member). All the recommendations made by the Audit Committee were accepted by the Board.

43. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended on March 31, 2025, the applicable Indian Accounting Standards read with requirements set out under Schedule III to

the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company as at the financial year ended on 31 st March,

2025 and of the loss incurred by the Company for the year ended on that date;

c) the Directors 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;

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 are operating effectively; and

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

44. INDUSTRIAL RELATIONS

The relations between the Company and its employees continued to be cordial and harmonious

throughout the year under review.

45. STATUS OF LISTING FEES

The Company equity shares are listed on National Stock Exchange of India Limited and BSE Ltd. Your Company has been regularly paying listing fees to the BSE Limited & National Stock Exchange of India Limited, Mumbai.

46. CHANGE IN CAPITAL STRUCTURE

The Company has issued and allotted 35,00,000 (Thirty Five Lakh) Warrants, convertible into or exchangeable for 1 (one) fully paid-up equity share of the Company of face value of Rs. 10/- (Rupees Ten) each ("Warrants") to Promoters and Other Entities belonging to Non-Promoter Category at a premium of Rs. 112/- per Equity Shares aggregate at a price of Rs. 122/- (Rupees One Hundred and Twenty-Two only) per warrant, which may be exercised in one or more tranches during the period commencing from the date of allotment of the Warrants i.e. 12.08.2024 until expiry of 18 (Eighteen) months i.e. 11.02.2026, to the allottees of Warrants. The above issue of Warrants has been approved by the Board of Directors in its Meeting held on 17.06.2024 and by the Members of the Company in its Meeting held on 12.07.2024. The 35,00,000 Warrants has been allotted to the respective allottees by the Board of Directors in its Meeting held on 12.08.2024.

47. Maternity Benefit Act.

During the period under review the Company has complied with the provisions of Maternity Benefit

Acts

48. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

Detail of number of employee during the year under review is given below:

number of employee during the year under review
Female	03
Male	198
Transgender	0

49. OTHER DISCLOSURES

1. Company does not have any subsidiary, Joint Venture and Associates

2. During the year company has not issued any equity shares and differential rights as to

dividend, voting or otherwise.

3. During the year company has not Issued Shares (including sweat equity shares) to employees of the Company under any scheme.

4. During the year, no unclaimed dividend was required to be transferred in the Investor Education & Protection Fund of IEPF Authority as no unpaid dividend is lying with the Company.

5. The details of Credit Rating are disclosed in the Corporate Governance Report, which forms

part of this Annual Report.

6. During the year under review and until the date of the Report, none of the securities of your

company were suspended from trading

7. Amount raised through Preferential Issue was fully utilized in the object mentioned in the notice of General Meeting and there is no deviation/variation in the issue of proceeds.

8. The Company does not have any scheme of provision of money for the purchase of its own

shares by employees or by trustees for the benefit of employees.

50. ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the company s employees/workers for their dedication and hard work as well as their collective contribution to the Company s performance.

The Directors would also like to thank to the Members, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.

		For and on behalf of the Board of Directors
		Lords Chloro Alkali Limited
	Sd/-	Sd/-
Place : New Delhi	Ajay Virmani	Madhav Dhir
Date:21.07.2025	Managing Director	Whole Time Director
	DIN: 00758726	DIN: 07227587

Annexure-A

POLICY FOR THE SELECTION AND APPOINTMENT OF DIRECTORS TO THE BOARD

Policy

The Company s primary concern in relation to the composition of the Board is to have a well- balanced group with a variety of backgrounds, skills and experience. The priority in the nomination of a proposed board member is to identify their respective skills that will add value to the company and which may not exist in the present composition of board members.

Procedure

Any Board member may recommend a candidate for a Board position to the Nomination and Remuneration Committee which shall be responsible for identifying whether the nominee meets the criteria, is suitable and whether a position exists.

If considered acceptable by the Nomination and Remuneration Committee the candidate is introduced to the other directors and a vote taken at a Board meeting as to the appointment of the candidate to the Board.

In terms of the Constitution, a person appointed as a director by the Board, retires at the next

Annual General Meeting and is eligible for election as a director by the Members.

Criteria

Appointment of Board members is to be considered keeping in mind a broad range of criteria inter-alia including but not be limited to qualifications, skills, industry experience, background, integrity and other qualities required to successfully fulfil his/her responsibilities and obligations as the member of the Board.

Criteria for Independent Director

1. For the purpose of this clause, the expression independent director shall mean a non- executive director, other than a nominee director of the company:

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company or member of the promoter group of the listed entity;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or

associate company;

c. apart from receiving director s remuneration, has or had no material pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or

directors, during the two immediately preceding financial years or during the current

financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to

two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relatives

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three

financial years immediately preceding the financial year in which he is proposed to be

appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the

gross turnover of such firm;

(iii) holds together with his relatives two percent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its

promoters, directors or its holding, subsidiary or associate company or that holds two

percent or more of the total voting power of the company;

(v) is a material supplier, service provider or customer or a lessor or lessee of the company;

f. who is less than 21 years of age.

g. who is not a non-independent director of another company on the board of which any non- independent director of the Company is an independent director.

Other directorships / committee memberships

The Board members are expected to have adequate time and expertise and experience to contribute

to effective Board performance.

The Nomination and Remuneration Committee shall take into account the nature of and the time involved in a Director s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies. A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

Annexure-B

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy applies to the Board of Directors (the " Board " ), Key Managerial Personnel (the " KMP " ) and the Senior Management Personnel of Lords Chloro Alkali Limited (the " Company " ).

" Key Managerial Personnel " (KMP) means -

(i) key managerial personnel", in relation to a company, means (ii) the Chief Executive Officer or the Managing Director or the Manager; (iii) the Company Secretary; (iv) the Whole-Time Director; (v) the Chief Financial Officer;

(vi) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and

(vii) such other officer as may be prescribed.

The term " Senior Management " means all personnel of the Company who are members of its core management team excluding members of the Board of Directors, comprising all members of management one level below the executive directors, including the functional heads.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the

applicable rules thereto.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination and remuneration of Directors, Key Managerial Personnel and other employee comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2 The Board had delegated responsibility for assessing and selecting the candidates for the enrolment of Directors, Key Managerial Personnel and the Senior Management of the

Company to the Nomination and Remuneration Committee which makes recommendations

& nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

3.1 Identifying individuals suitably qualified to be appointed as the Director and KMPs or as in the Senior Management of the Company;

3.2 Recommending to the Board on the selection of individuals nominated for directorship;

3.3 Making recommendations to the Board on the remuneration payable to the Directors/KMPs/Senior Officials so appointed/reappointed;

3.4 Assessing the independence of Independent Directors;

3.5 Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provisions of the Companies Act 2013 and Rules there under.

3.6 To make recommendations to the Board concerning any matters relating to the continuation in office of any Director, Senior Management at any time including the suspension or

termination of service of an Executive Director as an employee of the Company subject to

the provision of the law and their service contract;

3.7 Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 or more non-executive directors, majority of them being independent.

b) The quorum shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance. c) Membership of the Committee and Nomination and Remuneration policy shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairman of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee could be present at the Annual

General Meeting or may nominate some other member to answer the Members queries.

COMMITTEE MEMBERS INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed

a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/a level below KMP are the basis for the Nomination and

Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

- Assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for

the benefits from diversifying the Board;

- The extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and

enhance the efficiencies of the Company;

- The skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the

Board as a whole;

- The nature of existing positions held by the appointee including directorships or other relationships and

- The impact they may have on the appointee s ability to exercise independent judgment;

4.2 Personal specifications to be broadly considered:

- Holding relevant education qualification in relevant disciplines;

- Experience of management in a diverse organization;

- Excellent interpersonal, communication and representational skills;

- Demonstrable leadership skills;

- Commitment to high standards of ethics, personal integrity and probity;

- Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;

- Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment with the Company

containing the terms of appointment and the role assigned in the Company.

6. Remuneration of Directors, Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials. The Directors, Key Management Personnel and other senior official s salary shall be based & determined on the individual person s responsibilities and performance and in accordance with the

limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors, KMPs and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines.

i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual s role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b) Variable salary:

The nomination and remuneration committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfilment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or

for any other purpose as may be decided by the Board and profit related commission as may be approved by the members. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors.

6.2 The remuneration payable to the Directors shall be as per the Company s policy and shall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership

abilities, initiative taking abilities and knowledge base.

7. Evaluation/ Assessment of Directors/ KMPs/Senior Officials of the Company

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be

conducted on an annual basis on such criteria as may be deemed fit and appropriate.

The Executive Director/Non-Independent Directors along with the Independent Directors will evaluate/assess each of the Independent Directors on such parameters as may be deemed fit and appropriate. Only the Independent Director being evaluated will not participate in the said evaluation discussion.