Meghmani Organics Ltd Directors Report

Dear Shareholders

Your Board of Directors is pleased to present Sixth Annual Report of your Company together with Audited Financial Statement of the Company for the Financial Year ended on 31st March, 2025.

FINANCIAL RESULTS

PARTICULARS	FY 2024-25	FY 2023-24
Revenue from Operations	1,98,121.11	1,52,311.90
Other Operating Revenue	2,265.87	1,673.21
Total Revenue from Operations	2,00,386.98	1,53,985.11
Other Income	4,356.52	4,294.18
Total Income	2,04,743.50	1,58,279.29
Profit Before Finance cost & Depreciation	22,391.00	5,239.57
Finance Cost	5,343.33	4,342.58
Depreciation and Amortization Expenses	8,560.82	8,314.10
Profit Before Exceptional Items & Tax	8,486.85	(7,417.11)
Exceptional item	-	-
Profit Before Tax	8,486.85	(7,417.11)
Payment and Provision of Current Tax	550.00	466.86
Tax Adjustments (including Deferred Tax) of earlier year	(10.60)	-
Deferred Tax Expenses/(Income)	1,305.39	(2,227.23)
Profit After Tax	6,642.06	(5,656.74)

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of your Company increased to Rs. 2,00,386.98 Lakhs compared to

Rs. 1,53,985.11 Lakhs showing strength of recover in global market. The Profit Before Finance cost & Depreciation for the year under review increased to Rs. 22,391.00 Lakhs compared to Rs. 5,239.57 Lakhs of previous year. Your Company has earned profit after tax of Rs. 6,642.06 compared to previous year loss of Rs. 5,656.74 Lakhs.

SEGMENT PERFORMANCE

Crop Protection

During the year under review, Crop Protection constitutes ~72% of the overall company?s revenue. The revenue from segment of the Company increased to Rs. 1,45,061.85 Lakhs compared to Rs 1,07,889.78 Lakhs showing strength of recovery in global market. The Profit Before Finance cost & Depreciation for the year under review increased to Rs. 20,440.76 Lakhs compared to Rs. 6,155.10 Lakhs of previous year.

Pigments:

During the year under review, Pigments constitutes ~28% of the overall company?s revenue. The revenue from segment of the Company increased to Rs. 55,325.12 Lakhs compared to Rs. 46,095.33 Lakhs showing strength of recovery in global market. The Profit Before Finance cost & Depreciation for the year under review increased to Rs. 3,634.93 Lakhs compared to loss of Rs. 62.05 Lakhs of previous year.

ADVANCING INTEGRATED MANAGEMENT SYSTEMS FOR SAFETY AND SUSTAINABILITY

Strengthening EHS and Sustainability – A Core Commitment

The commitment of your Company towards sustainability extends beyond regulatory compliance. Your Company actively embed Environmental, Health, and Safety (EHS) excellence into the systems of our business operations. We recognize that long-term business resilience is deeply connected to environment protection, workplace safety, and responsible governance. To reinforce this commitment, your Company has taken significant strides in enhancing EHS systems, culture, and performance across our eight manufacturing sites.

Advancing Integrated Management Systems for Safety and Sustainability

As part of strategic approach to sustainability, your Company has implemented an Integrated Management System (IMS) across our Crop Protection and Pigments Divisions, aligning with globally recognized standards such as ISO 14001 (Environmental Management) and ISO 45001 (Occupational Health and Safety). The systematic efforts of your Company has led to all manufacturing facilities either obtaining or progressing towards these certifications, reinforcing unwavering focus on continuous improvement in EHS practices. Additionally, your Company has initiated measures to integrate Process Safety Management (PSM) principles into plant design, project execution, and operational safety, ensuring an inherently safer work environment.

Responsible Care – Enhancing Safety and Supply Chain Collaboration

Understanding the crucial role of supply chain interdependence in ensuring a safer and more sustainable chemical industry, your Company successfully adopted the Responsible Care (RC) Management System. Our sustained efforts in this area enabled three of our Crop Protection manufacturing sites and our R&D Centre to receive the Responsible Care logo—a testament to our adherence to globally recognized safety, environmental, and ethical standards. The implementation of Responsible Care has led to a structured approach towards leadership commitment, process safety, emergency preparedness, workplace health, security management, and distribution safety, all monitored through Key Performance Indicators (KPIs). Responsible Care has contributed in strengthening management practices of all business processes, it has improved risk management and incident prevention mechanisms, thereby reducing environmental footprints while enhancing employee and community safety. In alignment with our Corporate Social Responsibility (CSR) and Environmental, Social, and Governance (ESG) goals, we continue to elevate our sustainability performance.

EcoVadis Assessment – Elevating ESG and Sustainability Standards

Your Company is committed to embedding ESG (Environmental, Social, and Governance) principles into its core business strategies. As part of this journey, your Company actively participate in the globally recognized EcoVadis sustainability assessment to benchmark and enhance our sustainability performance. In our latest assessment, we made significant improvements in environmental management, ethical business practices, and sustainable procurement, reinforcing our standing as a responsible corporate entity. Our focus on structured ESG integration has resulted in higher compliance standards, improved risk management, and enhanced stakeholder trust. EcoVadis assesses businesses across four critical pillars: Environment, Labor & Human Rights, Ethics, and Sustainable Procurement. By aligning our operational frameworks with these parameters, your Company is strengthening its governance structure, optimizing resource efficiency, and driving meaningful improvements in EHS performance. Our progress in this area ensures that we remain at the forefront of sustainable industrial practices while aligning with international sustainability benchmarks.

Embedding Safety as a Business Imperative

Safety is not just a regulatory requirement at your Company, it is now a fundamental business imperative. We have taken significant steps to enhance workplace safety and process safety by strengthening our hazard identification and risk assessment (HIRA), Hazard and Operability Studies (HAZOP), Quantitative Risk Assessments (QRA), and Pre-Startup Safety Reviews (PSSR). Through proactive risk mitigation strategies, process controls, and targeted safety training programs, we have cultivated a culture of safety ownership at all levels.

Sustainability at the Core of Business Excellence

With a strong foundation in Responsible Care, the EcoVadis sustainability framework, and ISO-certified Integrated Management Systems, your Company is well-positioned to drive sustainable business growth while ensuring the highest standards of EHS excellence. Our holistic approach to sustainability prioritizes ethical governance, operational efficiency, and environmental responsibility, ensuring that we create long-term value for all stakeholders.

As we move forward, our focus remains on continuous improvement, innovation, and responsible chemical management—reinforcing our role as a leader in sustainable manufacturing. We are committed to delivering safer, environmentally conscious, and high-quality products that contribute to a more sustainable future.

PERFORMANCE OF SUBSIDIARY

MEGHMANI CROP NUTRITION LIMITED(MCNL)

During the year under review, MCNL achieved revenue from operations of Rs. 4,049.69 Lakhs against previous year of Rs. 139.93 Lakhs and achieved EBITDA of Rs. 1,752.37 Lakhs against previous year loss of Rs. 182.09 Lakhs with annual capacity of 5 crore bottles (~500 ml) per year.

Nano urea is revolutionary Liquid Fertilizer and is effective in enhancing the nutritional quality, crop?s productivity and additionally, it is environmentally safe. India?s urea demand stands at 35 Million metric tons (MMT) per annum, of which nearly 9 MMT is imported to meet urea consumption. Government of India targets to eliminate India?s dependency on urea imports by 2025 as more farmers adopt the usage of Nano Urea. Additionally, it will help reduce Government?s subsidy burden on the conventional urea. Your Company?s foray into Nano Urea amplifies the growth strategy of the company and is aligned with the Prime Minister?s vision of Atmanirbhar Bharat and increasing farmers? income.

KILBURN CHEMICALS LIMITED(KCL)

During the year under review, KCL achieved revenue from operations of Rs. 3,396.31 Lakhs against previous year of Rs. 109.74 and incurred EBITDA loss of Rs. 5696.90 Lakhs against previous year loss of Rs. 2593.05 Lakhs. Your Company is one of the largest manufacturers of Phthalocyanine pigment in India and acquisition of KCL would give opportunity to increase its product basket by foray into manufacturing of a bright white pigment, i.e. Titanium Dioxide (TiO2).

Titanium Dioxide (TiO2), an import substitution product, accelerates the Company?s growth plans mirroring the Government?s ‘Make in India? & ‘Atmanirbhar Bharat? vision.

INSURANCE CLAIMS

Fire in Dahej, SEZ in October 2022

During the year under review, your Company has received Rs. 3,601.58 Lakhs against claim amount of Rs. 3,803.54 Lakhs for a fire broke out in Finished Goods warehouse of Pigment Plant of the Company located at SEZ unit, Dahej, on 22nd October, 2022.

Fire in Panoli unit in April 2023

During the year under review, your Company has received Rs. 782.85 Lakhs against a claim amount of Rs. 812.97 Lakhs for a fire broke out in Finished Goods warehouse of Pigment Plant of the Company located at Panoli G.I.D.C. District – Bharuch – 392130 on 16th April, 2023.

Fire in Agro-III at Dahej -2019

The erstwhile Meghmani Organics Limited submitted Business Interruption claim to the insurance Company in the year 2019 and received Rs. 1261.14 Lakhs in past years. During the year under review, your Company has filed a claim against the Insurance Company for an amount of Rs. 284.93 Lakhs plus interest thereon. The said claim is under process with the Arbitrator appointed by Hon?ble High Court, Gujarat.

DIVIDEND

The Board of Directors has not recommended any Dividend on equity share for the Financial year 2024-25 in order to conserve profits to be reinvested in the business and strengthen the financial position of the Company.

(A) Dividend Distribution Policy

Your Company has formulated and adopted the policy setting out the parameters and circumstances that shall be taken into account by the Board in determining the distribution of dividend to its shareholders and retaining profits earned by the company as mandated by Regulation 43A of the SEBI (LODR) Regulations, 2015. A dividend distribution policy as adopted by the Company is available on the website of the Company at https://meghmani.com/wp-content/ uploads/2022/08/ Dividend-Distribution-Policy-MOL01.pdf.

(B) Transfer to Investor Education and Protection Fund (IEPF) Authority

During the year under review, unclaimed dividend amount of Rs. 5.59 Lakhs pertaining to FY 2016-17 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government on 24th October, 2024 and also transferred 27,776 Equity shares of the Company to IEPF on 22nd November, 2024.

SHARE CAPITAL

As on 31st March, 2025, a) the Present Authorised Capital is Rs. 3,700 Lakhs divided into 37,00,00,000 equity shares of Rs. 1 each. b) the Paid up Equity Share Capital of the Company stood at 2,543.14 Lakhs divided into 25,43,14,211 equity shares of Rs. 1 each.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. The Company has not issued any convertible instrument during the year. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

AUDITORS? REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on 31st March, 2025.

FINANCIAL LIQUIDITY

Cash and Cash equivalent as at 31st March, 2025 was Rs. 1,866.46 Lakhs compared with previous year of Rs. 1,412.78 Lakhs. The Company?s working capital management is based on a well- organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

CREDIT RATING

CRISIL has Long Term Rating Crisil A/Stable (downgraded from ‘Crisil A+/Negative) and Short Term Rating Crisil A1 (reaffirmed) to its total Bank loan facility of Rs. 1,094 Crore vide its letter RL/ MEGORGN/368402/BLR/0525/116865 issued on 6th May, 2025 to the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2024 and the draft annual return as on 31st March, 2025 is available on the website of the Company at www.meghmani.com in the investor section. prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at https://meghmani.com/investors/investor-information/ StockExchangeInformation/OtherDisclosures.

BOARD MEETINGS

During the year under review, the Board met four times on 11th May, 2024, 27th July, 2024, 26th October, 2024 and 8th February, 2025. The compositions of the Board and its attendance have been given in the Report on Corporate Governance which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

To comply with the requirements of listing, the Company has constituted the following Committees

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility

5. Risk Management Committee

The details with regard to the composition, its attendance and reference etc. of above mentioned committees are provided in the Report on Corporate Governance which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT)

All contracts / arrangements /transactions entered into with Related Parties during the year under review were in the ordinary course of business and on an arm?s length basis.

During the year under review, there is a no material Related Party Transactions with related parties required to be reported in AOC-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure- A appended to this report.

CONSOLIDATED FINANCIAL STATEMENT

As on 31st March, 2025, the Company has the following three subsidiaries;

Sr. No. Name of the Subsidiary	Status
1. Meghmani Organics USA INC. (USA)	Active - Distribution Business
2. Meghmani Crop Nutrition Limited	Engaged in manufacturing of Nano Urea and other nutritional products
3. Kilburn Chemicals Limited	Engaged in manufacturing of white pigments

In accordance with the provisions of section 129(3) of the Companies Act, 2013 read with regulation 33 of SEBI (LODR) Regulations, 2015, the Company has prepared consolidated

financial statements of the Company and all its subsidiaries, which form part of the Annual Report. As provided in Section 129(3) of the Companies Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the prescribed format AOC-1 is appended to this Report as Annexure - B. A policy relating to material subsidiaries as approved by the Board may be accessed on the Company?s website in the investor section.

DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises of ten directors with combination of five independent, three executive and two non-executive directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Darshan Patel and Mr. Maulik Patel are the Directors retiring by rotation and being eligible have offered themselves for re-appointment. Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of the Directors re-appointed is appended to the Notice of Annual General Meeting.

(B) KEY MANAGERIAL PERSONNE

Pursuant to Section 2(51) of the Companies Act, 2013, read with the Rules framed there under, the following persons have been designated as Key Managerial Personnel of the Company:

1. Mr. Ankit Patel–Chairman & Managing Director & CEO

2. Mr. Gurjant Singh Chahal–Chief Financial Officer (CFO)

3. Mr. Jayesh Patel–Company Secretary

(C) INDEPENDENT DIRECTOR

During the year under review, there is no change in the directors of the Company. Your company has the following five Independent Directors as on 31st March, 2025.

1) Mr. Manubhai Patel

2) Prof. (Dr) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha and

5) Mr. Nikunt Raval

(D) EXECUTIVE DIRECTORS

During the year under review, there is no change in the Executive and non-Executive non-independent director of the Company. As on 31st March, 2025, the Company has the following executive directors;

Name	Designation	Tenure
Mr. Ankit Patel	Chairman & Managing Director	5 years from 14th August, 2023
Mr. Karana Patel	Executive Director	5 years from 14th August, 2023
Mr. Darshan Patel	Executive Director	5 years from 14th August, 2023

The remuneration payable to Executive Directors includes fixed amount of salary and performance based remuneration which shall be decided by the Board of Directors collectively considering the performance of the Company. The details of remuneration paid to Executive Directors are given in the Corporate Governance Report.

(E) INDEPENDENT DIRECTORS? DECLARTION OF INDEPENDENCE

The Independent Directors were appointed at the Board meeting and hold office for a fixed term not exceeding five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has unspent CSR amount of Rs. 447 Lakhs which was transferred to Unspent CSR account FY2025 on 29th April, 2025 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized in terms of CSR policies of the Company. A detailed Annual Report on CSR activities prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - C to this report.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the performance of the Board, its committees and individual directors in accordance with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and accordingly evaluation of the performance of the Board and its Committees have been carried out. The brief information on performance evaluation of Board and individual director is provided in Corporate Governance Report which is annexed to this report.

REMUNERATION POLICY

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about Remuneration Policy is provided in the Corporate Governance Report which is annexed to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the Company?s code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit and Risk Management Committee, in appropriate cases. The Whistle Blower Policy is hosted on the website of the Company under investor section.

RISK MANAGEMENT

The risks are measured, estimated and controlled with the objective to mitigate its adverse impact on the business of the Company. The Company has inherent risk associated with its business apart from credit risk, liquidity risk and market risk. The Company has an effective risk management framework to monitor the risk controls in key business processes. In order to minimize any adverse effects on the bottom line, your Company takes various mitigation measures such as credit controls, foreign exchange forward contracts to hedge foreign currency risk apart from insuring its assets through various insurance policies.

CORPORATE GOVERNANCE

The Management of the Company ensures to maintain high standards of Corporate Governance in conducting its business and to exist an effective self-regulatory mechanism to protect the interest of various Stakeholders. Your Company has complied with the mandatory requirement specified under SEBI (LODR) Regulations, 2015 and the Report on Corporate Governance for FY2024-25 prepared in accordance with Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015 is appended to this Report as Annexure - D. The requisite Certificate from Shahs & Associates, Practicing Company Secretaries, Ahmedabad confirming the compliance with the conditions of corporate governance is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V to the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTINABLE REPORTING (BRSR)

Business Responsibility and Sustainable Reporting for the year under review, as stipulated under Regulation 34 (2) (f ) of SIBI (LODR) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023 is available at https://meghmani.com/wp-content/uploads/2025/06/BRSR-2024-25.pdf.

INSURANCE

The Company?s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk Policy. The

Company has insurance coverage for Product Liability, Public Liability, Marine coverage and Commercial General Liability (CGL). The Company has Directors? and Officers? Liability Policy (D&OL) to provide coverage against the liabilities arising on them.

AGROCHEMICAL REGISTRATION

The Company has 788 registration of export (including Co-partner Registrations worldwide) and Central Insecticides Board (CIB), Faridabad.

RESEARCH & DEVELOPMENT

Research and Development (R & D) Center of the Company situated at Village Chharodi, Taluka: Sanand, District: Ahmedabad, state of the Art R&D facilities are spread over 5000 sq. feet area with ~35 researchers and scientists and have various sophisticated analytical instruments. R & D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization and scale up of new technology from laboratory to production level.

The R&D center accredited with the GLP-certificate of OECD-GLP from National GLP Compliance Monitoring Authority (NGCMA), Department of Science and Technology, Government of India since Oct-2017. Currently GLP Certification No.:GLP/C-217/2023 and it is valid from 18th October, 2023 to 17th October, 2026. Good Laboratory Practice (GLP) refers to a quality system of management controls for research labs to ensure the uniformity, consistency, reliability, reproducibility, quality and integrity of the tests conducted therein.

R&D center helped in developing new products and process of Agrochemical active ingredients and intermediates, generated and isolated process related impurities for all new developed products, which further characterized by IR, Mass, UV in our in-house GLP facility and standardized it for further use in GLP activities. It also helped to increase in CIB & Overseas registration of new products, which benefits to the Company in long term.

The Company has been granted 5 process patents by Indian Patent Authority.

ENVIRONMENT

As a responsible corporate citizen and as a chemicals manufacturer environmental safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and Audited Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the Annexure may write to the Company Secretary at the registered office of the Company for a copy of it.

DIRECTORS? RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act (Act):-a) In the preparation of the Annual Accounts, the applicable accounting standards had 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 as at 31st March, 2025 and of the profit of the Company for the period ended on 31st March, 2025. c) 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; d) The Directors had prepared the Annual Accounts on a Going Concern Basis; e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial Controls are adequate and have been operating effectively. f ) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems have been found adequate and operating effectively.

AUDITORS:-

(A) INTERNAL AUDITOR:-

M/s. C N K Khandwala & Associates, Chartered Accountants has been reappointed as Internal Auditor for the Financial Year 2025-26.

The Internal Auditors reports to the Audit Committee of the Board, which helps to maintain its objectivity and independence. The scope and authority of the Internal Audit function is defined by Audit Committee. The Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

(B) STATUTORY AUDITORS: -

M/s. S R B C & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E 300003) were appointed as Statutory Auditors on 4th August, 2020, to hold office for a period of five consecutive years from the conclusion of

1st Annual General Meeting (AGM) till the conclusion of 6th AGM.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The Statutory Auditor?s comment on your Company?s account for the year ended 31st March, 2025 are self-explanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

On expiry of term of present auditors of the Company, the Board of Directors in their meeting held on 10th May, 2025 appointed M/s. Mukesh M. Shah & Co (FRN:106625W), Chartered Accountants, Ahmedabad, as a Statutory Auditors of the Company for a period of 5 years? subject to the approval of shareholders in the ensuing Annual General Meeting. The new auditors shall hold the office from the conclusion of 6th Annual General meeting till the conclusion of 11th Annual General meeting of the Company.

(C) SECRETARIAL AUDITOR: -

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company and Kilburn Chemicals Limited, material unlisted company for FY 2024-25. The Secretarial Audit Report issued is appended to this report as Annexure -E. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is self- explanatory and need no further clarification. The Board of Directors recommended M/s Shahs & Associates, a peer reviewed firm as Secretarial Auditors for five years starting from FY2026. A Resolution seeking their appointment is included in the Notice convening the Annual General Meeting.

(D) COST-AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost records maintained by the Company in respect of Agrochemicals products are required to be audited by a Qualified Cost Accountant and accordingly, M/s. Kiran J Mehta & Co. Cost Accountants, has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee for audit of cost records for the year ended on 31st March, 2025 and their remuneration was ratified by members at the 5th Annual General meeting held on 9th July, 2024. The Cost Audit Report issued by the Cost Auditors for the FY 2023-24 filed with the Central Government in accordance with section 148(6) of Companies Act, 2013 read with rule 6(6) of the Companies (cost records and audit) Rules, 2014.

Your Directors have on the recommendation of the Audit Committee, appointed M/s. Kiran J Mehta & Co. existing Cost Auditors of the Company (Firm Registration number 00025) to audit the Cost records of the Company for the Financial Year 2025-26.

A Resolution seeking ratification of remuneration payable to M/s. Kiran J Mehta & Co., existing Cost Auditors for FY 2025-26, is included in the Notice convening the Annual General Meeting.

OTHER DISCSLOSURE AND INFORMATION: -(A) Annual Listing Fee

The Company is listed with National Stock Exchange of India Limited and BSE Limited and paid annual listing fees to both the Stock exchanges for FY 2025-26.

(B) Prevention of Sexual Harassment at workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

(C) Significant or Material Orders passed by the Authority

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

(D) Secretarial Standards Compliance

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to section 118 of the Companies Act, 2013.

ACKNOWLEDGMENT

The Board of Directors places on record their grateful appreciation for the assistance and continued support received from various Central and State Government Departments, Organizations and Agencies involved therein. Your Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Bankers and other business partners for the excellent support received during the year under review. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to achieve goals of the Company.