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Multibase India Ltd Directors Report

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Sep 30, 2025|12:00:00 AM

Multibase India Ltd Share Price directors Report

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

To

The Members,

Our directors are pleased to present their 34th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

The highlights of the financial performance of the Company, for the year ended March 31, 2025, are summarized hereunder:

Financial Result Year ended March 31, 2025 Year ended March 31, 2024
Revenue from Operations 7,074.87 6,473.67
Other Income 605.78 777.02
Total Income 7,680.65 7,250.69
Less: Expenses other than Depreciation 5,598.30 5,650.09
Profit before Depreciation 2,082.35 1,600.60
Depreciation 112.96 101.16
Profit before Tax 1,969.39 1,499.44
Provision for tax 503.9 384.22
Profit after Tax 1,465.49 1,115.22
Dividend Declared 6,688.60 378.60
Other comprehensive income, net of taxes (4.03) 0.28
Total comprehensive income for the year 1,461.46 1,114.94
Balance brought forward from previous year 12,194.72 11,332.18
Balance carried forward to Balance Sheet 6,588.98 12,194.72

OPERATIONS

The Company is operating in Automotive, Consumer & Industrial and Thermoplastic Additives with its customers largely present in India.

During the year under review, the Company reported gross revenue from operations of 7,074.87 Lacs as against

6,437.67 Lacs during FY 2023-24. The Company reported profit before tax of 1,969.39 Lacs and Profit after Tax of

1,465.49 Lacs as against 1,499.44 Lacs and 1,115.22 Lacs respectively for the previous financial year.

During the year under review, the revenue from operations increased by 8.50% as compared to last year and is mainly on account of Silicon Master batch products and shifting of customer base.

During the year, the strategic shift in the sourcing also enabled procurement of key raw materials at a lower cost. This has led to contributing to improved gross margins of 38% against 30% of last year. The initiative reflects our continued focus on optimizing the supply chain and strengthening vendor partnerships to support long-term profitability.

The Company earned an interest income of 499.80 lakhs from fixed deposits. This was primarily driven by favorable changes in Indias monetary policy environment and improved interest rates negotiated with banking partners. However, the interest income was lower compared to the previous years 623.75 lakhs, owing to a reduction in fixed deposit balances following the disbursement of a significant interim dividend during the year.

There was no change in nature of business of the Company during the year under review.

DIVIDEND

During the financial year 2024–25, the Board of Directors declared a ‘special interim dividend of 53 per share, amounting to a total payout of 6,688.60 lakhs, out of the Companys reserves. This dividend represents a direct return of value to our shareholders and underscores the Boards confidence in the Companys strong financial position and long-term growth prospects.

TRANSFER TO RESERVES

The Board of Directors did not recommend transfer of any amount of Profit to reserves during the year under review.

CHANGES IN SHARE CAPITAL

As on March 31, 2025, the authorized share capital was

13,00,00,000/- comprising of 1,30,00,000 equity shares of

10/- each and paid-up share capital of the Company was

12,62,00,000/- consisting of 1,26,20,000 equity shares of

10/- each. There were no changes in the Share Capital of the Company. Further, the Company has not issued any shares, securities/instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of Directors of your Company consisted of 6 (Six) Directors, comprising of 1 (One) Managing Director, 3 Non- Executive Independent Directors (including 1 (One) Independent Woman Director) and 2 (Two) Non-executive & Non-Independent Directors.

The composition of the Board is in accordance with the requirements prescribed in the SEBI Listing Regulations and the Companies Act, 2013 (‘the Act).

Appointment of Directors

Based on the recommendation of the Nomination and Remuneration committee, the Board of Directors at their meeting held on November 26, 2024, inter alia, considered and approved, the appointments of :

1. Mr. Jason Galinski (DIN: 10548403) as an Additional Director (Non-Executive and Non-Independent), liable to retire by rotation;

2. Mr. Pankajkumar Holani (DIN: 10843892) as Managing Director, to hold office for a term of 3 (three) years with effect from January 01, 2025 till December 31, 2027, not liable to retire by rotation; Further, Mr. Mohd Sopin Peerzade (DIN: 11142143) was appointed as an Additional Director (Non-Executive and Non-Independent), liable to retire by rotation by Board at their meeting dated with effect from August 25, 2025. Mr. Pankajkumar Holani, Mr. Jason Galinski, Mr. Mohd Sopin Peerzade are not debarred from holding the office of director on account of any order of SEBI or any other such authority. The members of the Company had approved the appointment of Mr. Pankajkumar Holani (DIN: 10843892) and Mr. Jason Galinski (DIN: 10845403) through the Postal Ballot dated February 23, 2025.

Further, the Company has received the requisite Notice under Section 160 of the Companies Act, 2013, from a Member in writing proposing the appointment Mr. Mohd Sopin Peerzade (DIN: 11142143) as a Non-Executive Non-Independent Director of the Company.

Brief profile of Mr. Mohd Sopin Peerzade (DIN: 11142143) as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards – 2, is annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report.

Resignation of Directors

Mr. Mark Stephen Metaxas (DIN: 09607494), Non-Executive and Non-Independent Director of the Company resigned with effect from close of business hours of September 25, 2024 to pursue other opportunities.

Mr. Deepak Arun Dhanak (DIN: 03157491) ceased to be the site manager and Managing Director with effect from close of business hours of October 23, 2024 on account of personal reasons.

Mr. Krishnakumar Phophalia (DIN: 08395171) ceased be a Non-Executive Non-Independent Director of the Company with effect from close of business hours of August 25, 2025 due to separation of the Electronic Business from the DuPont.

The Board places on record its immense appreciation for their valuable contribution to the Company.

Retirement by rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 (‘the Act), Mr. Jason Galinski (DIN: 10845403), Non-Executive & Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment. Brief profile of Mr. Jason Galinski (DIN: 10845403), as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards – 2, is annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report.

Declaration From Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each one of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI order or any other such authority. During FY 2024-25, there here has been no change in the circumstances affecting their status as Independent Directors of the Company. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held. During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company. The criteria for appointment of Directors and Senior Management, related matters and the remuneration policy is provided in ‘Annexure I to this Report. The remuneration policy of the Company is designed to attract, motivate and retain employees in a competitive market. The Nomination and Remuneration Policy can be accessed on the website of the Company at https://www.multibaseindia.com/pdf/ Multibase-Remuneration-Policy.pdf Based on the declarations received, none of the Directors is disqualified from being appointed / re-appointed as a Directors of the Company as per the disclosures received from them pursuant to Section 164(2) of the Companies Act, 2013.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 were Mr. Pankajkumar Holani, Managing Director;

Mr. Ashish Bhatt, Chief Financial Officer and Ms. Parmy Kamani, Company Secretary & Compliance Officer.

During the year under review, Mr. Pankajkumar Holani, ceased to be the Chief Financial Officer with effect from the close of business hours of December 31, 2024, and was elevated as the Managing Director of the Company with effect from January 01, 2025.

Further, the Board of Directors of the Company at their meeting held on November 26, 2024, appointed Mr. Ashish Bhatt as Chief Financial officer ("CFO") of the Company with effect from January 01, 2025.

Senior Managerial Personnel

Mr. Deepak Karhadey and Mr. Apurba Kumar Roy, the Senior Management Personnel resigned with effect from October 23, 2024, and October 29, 2024, respectively.

Mr. Anand Gadkari & Mr. Abhishek Singh Chauhan were appointed as Site Manager and Key account Manager-Sales respectively and designated as Senior Managerial Personnel with effect from February 06, 2025, and May 01, 2025, respectively.

Further, all the Directors, Key Managerial Personnel and Senior Management of the Company have affirmed their compliance with the Code of Conduct of the Company for FY 2024-25.

The Company has in place a Nomination and Remuneration Policy (‘Policy), which provides guidance on selection and nomination of Directors to the Board of the Company; appointment of the Senior Management Personnel of the Company; and remuneration of Directors, KMP, and other employees. The term of reference of the said policy is also provided in the Report on Corporate Governance, which forms part of this Report, and is available on the website of the Company and can be accessed at Multibase-Remuneration-Policy.pdf

Meetings of the Board

During the year under review, five (5) Board meetings were held on May 29, 2024, August 08, 2024, November 13, 2024, November 26, 2024 and February 13, 2025. Further details of the Board Meeting and Committee Meetings including the attendance of the Directors are provided in the Corporate Governance Section of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION

The Company has laid down a process for performance evaluation of the Board and its Committees as well as a framework for evaluation of the performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency Directors, diversity in Board, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and management, meeting of the Board, including regularity and frequency, discussion and dissent, corporate culture and values, governance and compliance, evaluation of risk amongst others. The criteria is based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. The evaluation of the Chairman, Non-independent Directors and the Board was conducted at a separate meeting of Independent Directors held during the year. The evaluation process is conducted and monitored by the Chairperson, Independent Director Committee (‘IDC). For the Financial Year 2024-25, the performance evaluation was conducted as per the process adopted by the Company, as is detailed out above.

DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The Independent Directors of the Company are apprised about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters from time to time. Periodic presentations are made at the Board and Committees meetings relating to the Companys performance.

The details of the familiarization programme are uploaded on the website of the Company at https://www.multibaseindia.com/ pdf/familiarisation-programme-independent-directors.pdf.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

Details of employees remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 shall be made available at the Registered Office of the Company during working hours to any member on request. The members can also send an email to compliance.officer@multibaseindia.com. The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in ‘Annexure II which forms part of this Report.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has Four (4) Board-level Committees, which have been constituted in compliance with the provisions of the Act and SEBI Listing Regulations:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility Committee

During the year, all the recommendations made by the Committees were considered and approved by the Board.

I. AUDIT COMMITTEE

The Audit Committee was constituted in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. As on March 31, 2025, the Members of the Audit Committee were Mr. Piyush Sohanrajji Chhajed (Chairman), Mr. B.Renganathan (Member) and Mr. Krishan Kumar Phophalia (Member). The details of meetings of the Committee held along with attendance of members thereof during FY 2024- 25 and Role of the Audit Committee are provided in the Corporate Governance Report annexed to this Report. During FY 2024-25, there were no such instances where the Board had not accepted the recommendations of the Audit Committee.

The scope and terms of reference of the Audit Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the year under review were on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at https:// www.multibaseindia.com/pdf/Policy-on-related-party-transactions-including material-RPTs.pdf Pursuant to the SEBI Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties, pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as ‘Annexure III.

During the year under review, the Company obtained approval of its members through Postal Ballot on March 30, 2025, for entering into material related party transaction(s) of Purchase and sale of goods and miscellaneous reimbursement for a period of one year commencing from April 1, 2025 upto March 31, 2026, with Multibase S.A., Promoter Holding Company amounting to 30,00,00,000/- (Rupees Thirty Crore only).

The particulars of contracts or arrangements entered into with the related parties are set out in Note 33 of the financial statements of the Company forming part of the Annual Report.

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was constituted in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. As on March 31, 2025, the Members of the Nomination and Remuneration Committee were Mr. Piyush Sohanrajji Chhajed (Chairman), Mr. Krishankumar Phophalia (Member), and Ms. Bharti Pradeep Dhar (Member).

The details of meetings of the Committee held along with attendance of members thereof during FY 2024-25 and Role of the Nomination and Remuneration Committee are provided in the Corporate Governance Report annexed to this Report.

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act, 2013 and it reviews the information as required under SEBI Listing Regulations.

III. ST AKEHOLDERS RELATIONSHIP COMMITTEE Stakeholders Relationship Committee was constituted in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations. As on March 31, 2025, the members of the Stakeholders Relationship Committee were Mr. B. Renganathan (Chairman), Mr. Piyush Sohanrajji Chhajed (Member), Mr. Pankajkumar Holani (Member).

Mr. Deepak Arun Dhanak ceased to be member of the Stakeholder Relationship Committee with effect from October 23, 2024. Subsequently, Mr. Pankajkumar Holani was inducted as a member of the Stakeholders Relationship Committee with effect from January 1, 2025. The Committee was re-constituted accordingly to reflect this change.

The details of meetings of the Committee held during FY 2024-25 along with attendance of members thereof and status of grievances received from various stakeholders during the financial year and Role of the Stakeholders Relationship Committee are provided in the Corporate Governance Report annexed to this Report.

The scope and terms of reference of the Stakeholders Relationship Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

As on March 31, 2025, the Share Transfer Committee comprising of Mr. Pankajkumar Holani (Chairman) and Mr. Krishan Kumar Phophalia (Member) was constituted for the purpose of carrying out timely activities such as Dematerialisation of Shares, Transfer of Shares, Issue of Duplication Shares, Loss of Share Certificate and any other purpose deems to be fit for Transfer/Transmission of Shares of the Shareholders of the Company. With effect from January 01, 2025, the Share Transfer committee was re-constituted following the induction of Mr. Pankajkumar Holani as a Managing Director and resignation of Mr. Deepak Arun Dhanak with effect from October 23, 2024.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

COMMITTEE AND ITS INITIATIVES

Your Board of Directors have formulated the Corporate

Social Responsibility (CSR) Policy pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee.

The CSR Policy is available on the website of the Company at https://www.multibaseindia.com/pdf/Multibase As on March 31, 2025, the members of the CSR Committee were Mr. B. Renganathan (Chairman), Mr. Pankajkumar Holani (Member), and Ms. Bharti Pradeep Dhar (Member).

Mr. Deepak Arun Dhanak ceased to be a member of the CSR Committee with effect from October 23, 2024. Subsequently, Mr. Pankajkumar Holani was inducted as a member of the Committee with effect from January 1, 2025, and the Committee was reconstituted accordingly. A brief outline of the CSR Policy of the Company and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ‘Annexure IV to this Report.

AUDITORS

STATUTORY AUDITORS AND THEIR REPORTS

The Members of the Company at the 32nd AGM held on September 15, 2023, approved the appointment of M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 32nd AGM, until the conclusion of the 37th AGM of the Company to be held in 2028. The report issued by Statutory Auditors for FY 2024-25 does not contain any qualifications or adverse remarks. Statutory Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Dhrumil M. Shah Co. LLP, Practicing Company Secretaries, to conduct a Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as ‘Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further, based on the recommendation of the Audit Committee and subject to the approval of the Members of the Company at the forthcoming 34th Annual General Meeting, the Board of Directors of your Company, at its meeting held on August 08, 2025, appointed Dhrumil M. Shah Co. LLP, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive years—i.e., from the conclusion of the 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting to be held during the calendar year 2030.

The Board has received the consent and eligibility letter from the Secretarial Auditor confirming their willingness to act as Secretarial Auditor and affirming that they are not disqualified from being appointed for the aforesaid term.

COST AUDITORS

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. B. F. Modi & Associates, a firm of Cost Accountant in Practice (Registration No.100604) as the Cost Auditors of the Company to conduct cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2026.

The Cost Audit Report for FY2024-25 affirms the maintenance of cost and audit records and does not contain any qualification, reservation, or adverse remarks. M/s. B. F. Modi & Associates have under Section 148(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

INTERNAL AUDITORS

M/s. Mukund & Rohit, Chartered Accountants, (Firm Regn. No. 113375W), conducted internal audit of the Company for FY 2024-25. Audit observations and corrective actions thereon were presented to the Audit Committee from time to time. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported by the Internal Auditors during the year. M/s. Mukund & Rohit, Chartered Accountants were appointed as Internal Auditors of the Company for the FY 2025-26.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report is annexed to this Directors Report.

CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the SEBI Listing Regulations, the Corporate Governance Report, Management Discussion & Analysis Report, and the Auditors Certificate regarding Compliance to Corporate Governance requirements forms part of this Annual Report.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principle or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

LOANS, INVESTMENTS AND GUARANTEES

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

REPORTONTHEPERFORMANCEOFSUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company did not have any Subsidiaries, Associates or Joint venture Companies during FY 2024-25.

REVISION OF FINANCIAL STATEMENTS

There was no revision made to the financial statements for any of the three financial years preceding FY 2024-25.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has conducted an examination of all applicable compliances as per SEBI Listing Regulations and the Circulars/Guidelines issued thereunder, for the financial year 2024-25. The Annual Secretarial Compliance Report, issued by Dhrumil Shah & Co., LLP, Practicing Company Secretary, was required to be submitted to the Stock Exchange within 60 days of the end of the financial year. The Report does not contain any qualification, reservation or adverse remark.

INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT

The Company has an adequate Internal Financial Control System commensurate with the size and nature of its business. The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

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

The particulars pursuant to Section 134(m) of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached with this report as Annexure VI.

RISK MANAGEMENT

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise-wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multibase applies risk management in a well-defined, integrated framework that promotes awareness of risks and understanding of the companys risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid risks.

VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has an established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company https://www.multibaseindia. com/pdf/mil-whistle-blower-policy.pdf No instances under the Whistle Blower Policy were reported during FY 2024-25.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a Policy on Prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing everyone at the workplace a safe, secure and dignified work environment. The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the rules made thereunder, including constitution of the Prevention of Sexual Harassment Committee (Internal Complaints Committee). All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received or disposed of during the year under review. Therefore, there were no complaints either outstanding for more than 90 days or at the end of the financial year.

The Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961 concerning maternity leave, medical benefits, and other entitlements for its female employees.

SECRETARIAL STANDARDS

The Directors confirm that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, were followed by the Company during FY 2024-25.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.multibaseindia.com/policies.php

OTHERS:

• There were no significant and/ or material orders passed by the regulators or courts or tribunals during FY2024-25, which could have an impact on the going concern status of your Company and its operations in future.

• There were no material changes and commitments have occurred affecting the Companys financial position between the end of the financial year of the Company and the date of this report.

• During FY2024-25, the properties, assets and inventories of your Company were safeguarded and insured properly.

• During FY2024-25, there were no material or serious instances of fraud, falling within the purview of Section 143(12) of the Act and rules made there under, by officers or employees of the Company during the course of the audit conducted.

• There were no instances on Unpaid/Unclaimed Dividend transferred to Investor Education and Protection Fund ("IEPF") in terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

GREEN INITIATIVES

We request all the members to support the ‘Green

Initiative of the Ministry of Corporate Affairs and Companys ongoing commitment to a greener environment by consenting to receive the Annual Report, AGM Notice and other documents electronically to your email address registered with your Depository Participant/ RTA.

CAUTIONARY NOTES

The statements forming part of the Boards Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Various factors could cause the actual results, performances, or achievements of the Company to materially differ from any future results, performances, or achievements expressed or implied by such forward-looking statements.

ACKNOWLEDGEMENT

Your directors, place on records their appreciation for the contributions made by the employees at all levels enabling the Company to achieve performance during FY 2024-25. Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on behalf of the Board of Directors of
Multibase India Limited
B. Renganathan Pankajkumar Holani
Chairman- Independent Director Managing Director
DIN: 01206952 DIN: 10843892
Place: Mumbai Place: Hyderabad
Date: August 25, 2025 Date: August 25, 2025

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ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)

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We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.