Mysore Petro Chemicals Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the Fifty-Fifth Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. Financial Results

The summary of Companys financial performance is given below: ( Rs in lakhs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Total Revenue	4,642.59	4,206.43
Profit before interest, depreciation and taxes	735.92	1,181.43
Depreciation	36.89	44.75
Finance Cost	6.87	11.63
Profit before exceptional item and tax	692.16	1,125.05
Provision for taxation	126.04	208.76
Net Profit/ (loss)	(766.47)	916.29
Earnings per share ( Rs)	(11.64)	13.92

2. Operational review

The Company is engaged in the trading of petrochemical products. During the FY 2024-25, total revenue amounted to Rs 4,624.59 lakhs as compared to Rs 4,206.43 lakhs in 2023-24. The net loss after tax for FY 2024-25 is Rs 766.47 lakhs as against profit of Rs 916.29 lakhs for the corresponding previous year.

3. Dividend

The Board of Directors have recommend a dividend @ 20% i.e. Rs 2/- per equity share of Rs 10/- each. The total outgo on account of dividend for the current year amounts to Rs 131.67 lakhs (previous year Rs 164.59 lakhs).

4. Material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this report

There were no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to which these financial statements relate and the date of this report.

5. Particulars of Loans, Guarantee and Investments

Details of Loans, Guarantee and Investments covered under the provision of the Section 186 of the Companies Act, 2013 ("the Act") are given in the notes to the Financial Statements.

6. Subsidiaries/ Associates or Joint Venture

In the previous financial year, M/s. Q C Polymer Limited became the subsidiary of the Company. During the year, the Company increased its stake in the subsidiary by acquiring additional 5%.

Subsequently, on 28^th October, 2024, administrator was appointed by the Subsidiary Company due to which the Company lost control over it.

The audited consolidated financial statements together with the Auditors report thereon forms part of this Annual Report.

In accordance with the provision of Section 129 of the Act, a statement containing salient features of the financial statements of the subsidiary in Form AOC-1 is attached with this Annual report.

A copy of the audited accounts shall be made available to the member upon request.

7. Management Discussion and Analysis

The present business of the Company involves the trading activities viz. Orthoxylene, Phthalic Anhydride, Maleic Anhydride, Benzoic Acid and other petrochemical products.

In view of the ongoing activities, the information related to segment wise performance, opportunities and threats, industry structure and developments, etc. are not applicable. There were no material development in human resources. The report on review of financial performance has already been stated and disclosed.

The details of significant changes in the key financial ratios along with relevant explanations are given below, to the extent they are applicable:

Key financial ratio	2024-25	2023-24	% change	Reason
Current Ratio	3.98	0.76	423.06	Increase in Current Assets in current year mainly due to reclassification of a Non-Current Investment to Current Investment and reduction of Current Liabilities in current year mainly due advance received against Asset held for sale in previous year.
Debt Service Coverage Ratio	38.95	43.60	(10.68)	-
Net Profit Margin	(22.89)	35.52	(164.46)	Net loss in Current year as compared to Net Profit in previous year
Return on Net Worth	0.07	0.11	(32.42)	Net loss in Current year as compared to Net Profit in previous year and reduction in Capital Employed in current year
Return on equity ratio	(7.61%)	9.02%	(184.40)	Net loss in current year as compared to profit in previous year
Trade payable turnover ratio	12.74	43.98	(71.02)	Increase in purchase as compared to previous year
Net Capital turnover ratio	3.98	1.69	135.08	Increase in sales but reduction in average working capital in the current year
Return on investment	(4.85%)	17.27%	(128.08)	Negative ROI in current year mainly due to 100% impairment of investment in subsidiary and reduction profit on fair value of investment

8. Directors and Key Managerial Personnel

Shri M M Dhanuka (DIN 00193456) stepped down from the Board of Directors on 14^th February, 2025. With profound grief and sorrow, the Directors state that he left for heavenly abode on 19^th April, 2025. The Directors expressed their sincere appreciation and gratitude for his immense contribution, support and guidance to the Board and management of the Company and also conveyed deep condolences.

The term of Independent Directors viz. Shri Shrikant Somani and Shri Anil Kochar ended on 31^st July, 2024, on account of completion of their respective tenure of two terms of five years each. The Directors expressed their sincere appreciation for the extensive contribution made by the Independent Directors towards the Company.

During the year, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed:

- Shri Rajesh Muni (DIN 00193527) as Non-Executive Independent Director for a term of five years w.e.f. 29^th July, 2024. However, effective 2^nd April, 2025, he resigned from the Board and ceased to be a Director of the Company.

- Shri Shanti Kumar Loonker (DIN 01482626) as Non-Executive Independent Director for a term of five years w.e.f. 29^th July, 2024.

- Shri Mayank Dhanuka (DIN 00747034) as Non-Executive Director w.e.f. 15^th February, 2025.

- Shri Satyanarayan Bankatlal Maheshwari (DIN 00193540) as Whole-Time Director designated as Executive Director w.e.f. 15^th February, 2025 and

- Dr. Vaijayanti Pandit (DIN 06742237) as Non-Executive Independent Director for a term of five years w.e.f. 1^st April, 2025.

In accordance with the provision of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014, Shri Satyanarayan Bankatlal Maheshwari (DIN 00193540) who retires by rotation and being eligible has offered himself for re-appointment.

In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency to discharge their respective duties and responsibilities.

The Key Managerial Personnel of the Company as on 31^st March, 2025 are Shri Satyanarayan Bankatlal Maheshwari, Executive Director, Shri Nilesh Panchal, Chief Financial Officer and Smt. Labdhi Shah, Company Secretary.

a. Number of Meetings of the Board

During the year, four Board Meetings were held. The details with respect to the composition, terms of reference, attendance thereat, etc. are disclosed in the Report on Corporate Governance forming part of the Annual Report of the Company.

b. Performance Evaluation

As stipulated by the Code of Independent Directors pursuant to provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Chairman and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

All Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

The annual evaluation of the performance of the Board of Directors, Committee and of the Directors individually was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The evaluation form covered criteria such as transparency, flow of information, competency, diversity, experience, knowledge, adequacy of time, independence, decision making, deliberations at the meeting, etc. The evaluation guidelines were designed after taking into account the suggestions from the directors.

c. Remuneration Policy

The details of the Remuneration Policy forms part of the Corporate Governance Report.

The information related to remuneration as required pursuant to Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the said Rules") are given below:

(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company -

Shri M M Dhanuka, Managing Director - 13.28:1 (upto 14^th February, 2025)

Shri Satyanarayan Bankatlal Maheshwari, Executive Director - 0.59:1 (Appointed Executive Director w.e.f. 15^th February, 2025)

(ii) The Percentage increase in the remuneration of Managing Director, Chief Financial Officer and Company Secretary for the Financial Year- MD- 7.5%, CFO - 12% and CS - 12%

(iii) The percentage increase in the median remuneration of the employee in the financial year - 55.11%

(iv) Number of permanent employees on the payrolls of the Company - 8

(v) Average percentile increase 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 - Managerial - 10.87%, Below Managerial level - 10.57%

It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.

There is no employee other than the Managing Director / Executive Director in respect of whom the information under the Rule 5(2) of the said Rules is required to be provided.

9. Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanation obtained by us, in terms of Section 134(3)(c) of the Act, we state:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2025, all the applicable accounting standards have been followed and no material departures have been made from the same;

b. that appropriate accounting policies have been selected and applied consistently and have 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 at the end, of the FY ended 31^st March, 2025 and of the loss of the Company for that year;

c. that proper and sufficient care has been taken 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/detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. Particulars of contracts and arrangements with Related Parties

All transactions entered into with related parties as defined under the Act and Regulation 23 of SEBI Listing Regulations during the financial year were in the ordinary course of business and on an arms length basis and necessary approvals were obtained, wherever required.

The necessary disclosures regarding the transactions are given in the notes to accounts.

The Policy on the Related party Transactions can be accesed at http://www.mysorepetro.com/wp- content/uploads/2023/03/MPCL-PRT-Policy.pdf

The disclosure in Form AOC-2 is attached to this Report as Annexure-I.

11. Auditors

a. Statutory Auditors

M/s. RMJ & Associates LLP were appointed as Statutory Auditors of the Company by the members of the Company at the 52^nd AGM held on 27^th September, 2022, for a period of five years commencing from the conclusion of 52^nd AGM till the conclusion of the 57^th AGM to be held in the year 2027.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee pursuant to Section 143(12) of the Act.

b. Secretarial Audit

In accordance with Regulation 24A of the SEBI Listing Regulations, the Directors proposes to appoint M/s. Martinho Ferrao & Associates, Company Secretaries (Registration No. I2003MH393700 and Peer Review No. 951/2020) as Secretarial Auditors of the Company for a period of five consecutive years commencing from the FY 2025-26 to FY 2029-30. M/s. Martinho Ferrao & Associates, have given their consent for their appointment as Secretarial Auditors of the Company and issued certificate confirming that their appointment, if made, shall be within the limits prescribed by the Institute of Company Secretaries of India.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. MMJB & Associates, LLP Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit for the FY 2024-25 which is annexed herewith as "Annexure-II".

The Secretarial Audit Report contains an observation with regard to the intimation to the stock exchange beyond the prescribed timeline of 30 minutes for the re-appointment of Managing Director which was due to inadvertent error. The Board took note of the same.

12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy and technology absorption is not applicable to the Company. During the year under review, the foreign exchange earnings and outgo was NIL (previous year NIL).

13. Report on Corporate Governance

The Company has complied with the requirements of conditions of Corporate Governance. The disclosures as required under Schedule V to the SEBI Listing Regulations together with a certificate from the Practicing Company Secretaries of the Company regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

14. Annual Return

Pursuant to the provisions of Sections 92(3) and 134 of the Act, the Annual Return of the Company as at 31^st March, 2025 is uploaded on the Companys website www.mysorepetro.com/corporate- announcement/

15. Transfer of Unclaimed Dividend/Shares to IEPF

In accordance with the provisions of Sections 124, 125 of the Act, read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") the amount of dividend or any other amount remaining unclaimed or unpaid for a period of seven years is required to be transferred to the IEPF Authority. Further, all the shares in respect of which dividend remained unclaimed or unpaid for seven consecutive years or more, shall also be transferred to the IEPF Authority.

In pursuance of the above, Company had during the FY 2024-25 transferred the shares to IEPF Authority in respect of shares on which dividend has not been paid or claimed for seven consecutive years. The Company also transferred the unpaid/unclaimed dividend amount pertaining to FY 2016-17 to the Investor Education and Protection Fund.

Members whose shares are so transferred can claim their dividend and shares from the IEPF Authority by filing an online application through web-based Form IEPF-5 available at www.mca.gov.in. Members are advised to claim any unencashed dividends.

The application for the claiming of shares along with the supporting documents are required to be submitted in an online mode only as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The shareholders may note that the dividend declared in the FY 2017-18 and remaining unclaimed are due to be transferred to the IEPF on 19^th September, 2025. Further, if the shareholders have not claimed dividend for any of the seven consecutive years i.e. between FY 2017-18 to FY 2023-24, the underlying shares shall also be transferred to IEPF. The shareholders are advised to forthwith claim their dividend by writing to the Company/ RTA.

The details of unclaimed dividend is hosted on the Companys website at www.mysorepetro.com/ investor-information/ and the same is also available on the website of the Ministry of Corporate Affairs http://www.iepf.gov.in/IEPF/services.html

The Company Secretary of the Company has been designated as the Nodal Officer who can be contacted for any guidance/assistance to claim the dividend and shares from IEPF Authority.

16. Contribution to Exchequer

The Company has contributed 789.63 lakhs to the exchequer on account of income tax, GST, etc.

17. Vigil Mechanism

The Vigil Mechanism Policy provides for the directors, employees and third parties dealing with the Company to report any instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that effects the operational and financial integrity and actual or suspected instances of leak of unpublished price sensitive information that could adversely impact operations, business performance and/or reputation.

The Policy provides for adequate safeguards to ensure that no employee or any other person is victimised or harassed for reporting and bringing up such incidents in the interest of the Company.

The Audit Committee reviews the functioning of the Policy and no person has been denied access to the Committee for this purpose. The details of the Vigil Mechanism has been elaborated in the Corporate Governance Report and posted on the Companys website http://www.mysorepetro. com/corporate-governance/

18. Prevention of Sexual Harassment

No complaints pertaining to sexual harassment of women employees were received during the year.

In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work place.

19. Other disclosures

a. There is no change in the share capital structure during the year under review.

b. The Company has not accepted or invited any deposits from the Public, during the year.

c. The Company do not propose to transfer any amount to the General Reserves.

d. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

e. There is no change in the nature of business during the year under review.

f. The Company is not required to have Risk Management Policy.

g. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

h. During the year under review the Company was not required to spend any amount towards the Corporate Social Responsibility. The CSR Policy of the Company can be accessed at www.mysorepetro.com/csr/

20. Details of significant and material orders

The operations at Phthalic Anhydride Plant at Raichur, Karnataka were closed since July 2013. The Workmens union had raised certain additional demands and the matter was referred to the Industrial Tribunal, Hubbali, Karnataka by the Labour Department, Government of Karnataka. Subsequent the matter was decided in favor of the workmens union and the Company was directed to pay monetary benefits which was estimated to be 1,555.63 lakhs. The Company has filed a writ petition against the said order. The High Court has stayed the execution of the Industrial Tribunal, Hubbali, Karnataka.

Other than the aforesaid, there are no significant and material orders passed by the courts or regulators or tribunals impacting the ongoing concern status and the Companys operations. However, members attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the financial statements.

21. Acknowledgement

Your Directors would like to convey their sincere appreciation to all stakeholders for their continued support.

For and on behalf of the Board

	Dr. Vaijayanti Pandit
Mumbai	Chairperson
21st May, 2025	DIN 06742237