Stallion India Fluorochemicals Ltd Directors Report

To the Members,

The Directors are pleased to submit the Annual Report of your Company; Stallion India Fluorochemicals Limited (the "Company" or "SIFL") along with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2025. Performance of the Company has been referred to wherever required.

1. Financial Performance:

The Financial Performance of the Company, for the Financial Year ended 31st March, 2025 as compared to the previous financial year is summarized below

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Income
Revenue from operations	37,745.03	23,323.58
Other income	202.37	299.05
Total Income (I)	37,947.40	23,622.63
Expenses
Cost of materials consumed	29,294.53	19,467.12
Changes in inventories of finished goods, Stock-in-Trade and work in-progress	(567.82)	(791.97)
Employee benefits expense	860.11	190.92
Finance costs	614.81	414.70
Depreciation and amortization expenses	116.60	111.06
Other expenses	3,386.59	2,071.59
Total expenses (lI)	33,704.82	21,463.42
Profit before tax (I-II)	4,242.58	2,159.20
Tax expense:
Current tax	1,061.56	612.24
Adjustment of tax relating to earlier periods	(68.62)	-
Deferred tax	16.79	(0.50)
Total tax expense (IV)	1,009.72	611.73
Profit for the period / year (III + IV)	3,232.86	1,547.47
Other Comprehensive Income
(i) Items that will not be reclassified to profits or loss
Remeasurements of the defined benefit plans;	2.52	0.54
(ii) Income tax relating to items that will not be reclassified to profit or loss	(0.63)	(0.16)
Total Comprehensive Income for the period / year (V+VI) Comprising Profit and Other comprehensive Income for the period / year)	3,234.75	1,547.85
Earnings per equity share
(1) Basic	4.98	2.65
(2) Diluted	4.98	2.65

Notes:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

The Financial Statements of the Company are attached to this Report and the Audited Financial Statements of the Company are available on the website of the Company at www.stallionfluorochemicals.com for the review of the Members.

2. Operational Highlights:

During the year under review, your Company has earned a total income of Rs37,947.00 Lakhs (Previous year Rs23,623.00 Lakhs). The Company reported EBITDA of Rs4,974.00 Lakhs with improved margins of 13.11%. The Profit After Tax stood at Rs3,233.00 Lakhs (Rs4,304.00 Lakhs excluding one-time provision), as against Rs1,547.00 Lakhs in the previous year. The Net Worth of the Company strengthened to Rs30,084.00 Lakhs, reflecting a robust financial position.

3. Nature of Business:

Your Company is engaged in the business of refrigerant and industrial gases, catering to diverse industries such as automobiles, air-conditioning & refrigeration, pharmaceuticals, defence, and semiconductors.

4. Dividend:

The Directors of your Company has decided to retain the profits earned by the Company and use the same for future development of the Company, therefore the Board has not recommended any dividend for the financial year ended on 31st March, 2025.

The Register of Members shall remain close from Monday, 8th September, 2025 to Monday, 14th September, 2025 (both days inclusive) for the purpose of Annual General Meeting.

5. Transfer to Reserve:

The Company do not propose to transfer any amount to the General Reserves. However, Company has transferred entire profit to the Reserve and Surplus.

6. Directors Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed;

b. The directors have selected such accounting policies and applied 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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, which are adequate and operating effectively;

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

7. Deposits:

The Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no disclosures are required in this regard.

8. Subsidiaries and Associate Companies:

The Company does not have any Subsidiary and associate Company as on the date of this Report.

Accordingly, the requirements under Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Section 129(3) of the Companies Act, 2013 relating to the preparation and attachment of Form AOC 1 are not applicable to the Company.

9. Board of Directors and Key Managerial Personnels:

The Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the Year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Company.

Pursuant to the provisions of the Companies Act, 2013, following are the changes in the Board of Directors and Key Managerial Personnel of the Company:

Name of the Director / KMP	DIN / PAN	Designation
Mr. Shazad Sheriar Rustomji	01923432	Chairman, CEO & Managing Director
Mrs. Manisha Shazad Rustomji	03186678	Director
Mr. Rohan Shazad Rustomji	09312347	Director
Ms. Geetu Yadav	08831278	Director
Mr. Mukund Kandoi	10483497	Director
Mr. Gautam Lath	10198794	Director
Mr. Rajagopal Neelacantan	00176806	Director
Mr. Ameetkumar Vilaschandra Mehta	07813086	Additional Director
Mr. Virenderkumar Mehta		Chief Financial Officer (CFO)
Mr. Govind Rao	-	Company Secretary & Compliance Officer

• Mr. Ashish Mehta (PAN: AVRPM6963E) resigned from the position of Chief Financial Officer (CFO) of the Company with effect from April 7, 2025.

• Mr. Virender Kumar Mehta (DIN: 10207689) tendered his resignation as an Independent Director of the Company, which became effective on April 8, 2025.

• Mr. Ameetkumar Mehta (DIN: 07813086) was appointed as an Additional Director (Independent) with effect from April 8, 2025, by the Board of Directors of the Company.

• Mr. Virender Kumar Mehta was appointed as the Chief Financial Officer (CFO) of the Company with effect from April 8, 2025, by the Board of Directors.

• Ms. Sarita Dharamdas Khamwani resigned from the position of Company Secretary and Compliance Officer with effect from April 28, 2025. Mr. Govind Rao was appointed as the new Company Secretary and Compliance Officer with effect from April 29, 2025.

10. Share Capital and Initial Public Offer (IPO):

The Authorised Share Capital of the Company is Rs130,00,00,000 (Rupees One Hundred Thirty Crores) divided into 13,00,00,000 equity shares of Rs10 each.

The Issued, Subscribed and Paid-up Share Capital of the Company is Rs79,32,52,540 (Rupees Seventy- Nine Crore Thirty-Two Lakh Fifty-Two Thousand Five Hundred Forty) divided into 7,93,25,254 equity shares of Rs10 each.

The Company successfully completed its Initial Public Offering (IPO) in January 2025. The Offer comprised:

• A Fresh Issue of 1,78,58,740 equity shares aggregating to Rs16,072.87 lakhs; and

• An Offer for Sale of 43,02,656 equity shares aggregating to Rs3,872.39 lakhs by the Promoter Selling Shareholder.

The total issue size was 2,21,61,396 equity shares, aggregating to Rs19,945.26 lakhs, at an offer price of Rs90 per equity share (including a premium of Rs80 per share). The Offer constituted 27.94% of the post-offer paid-up equity share capital of the Company.

The Equity Shares of the Company were listed on BSE Limited (Designated Stock Exchange) and National Stock Exchange of India Limited (NSE) subsequent to the IPO.

11. Secretarial Standards:

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

12. Board and Committee Meetings:

The Board of Directors meets at regular intervals to discuss the business and compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in the Corporate Governance Report attached which form part of this Boards Report.

The Board has constituted the following Mandatory and Non-mandatory Committees of the Board of Directors:

Mandatory Committees	Non-Mandatory Committees
1 Audit Committee Nomination and	Risk Management Committee
2 Remuneration Committee	-
3 Stakeholders Relationship Committee Corporate Social	-
4 Responsibility Committee	-

The Company Secretary of the Company is the Secretary to each of these Committees.

Separate Meeting of Independent Directors is conducted during every Year, in terms of the requirements of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Board of Directors have adopted various policies on the functioning and running of the Board of Directors as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which are also available on the website of the Company at www.stallionfluorochemicals.com.

14. Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

15. Board Evaluation:

The Board of Directors have carried out an Annual evaluation of its own performance, Board Committees and individual Director pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The Performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

The Board and the Nomination and Remuneration

Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate Meeting of Independent Directors, Performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the Meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

16. Internal Financial Control Systems and their Adequacy:

The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Companys business. The Company adheres to the prescribed guidelines with respect to the transactions, Financial Reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the Audit on regular basis and the Audit Committee actively reviews Internal Audit Reports and effectiveness of Internal Control Systems.

Internal Control Systems are implemented to safeguard the Companys assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate Financial and Accounting Controls and implement Accounting Standards

17. Statutory Auditors:

M/s. Mittal & Associates, Chartered Accountants were in the 21st Annual General Meeting appointed as the Statutory Auditors of the Company for a period of Five Years in the 26th Annual General Meeting i.e. till the conclusion of the Annual General Meeting to be held in the Year 2028.

18. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Vihang Desai & Associates, Practicing Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25 under review. The Secretarial Audit Report is annexed to this report.

19. Internal Auditors:

M/s. Ankit Goyanka & Associates (FRN: 142286), resigned from his position as the Internal Auditor of the Company. Subsequently, M/s. Himani R Patel & Associates (Firm Registration No.: 145894W), Chartered Accountants, were appointed as the new Internal Auditors of the Company for the fourth quarter of financial year 2024-25 and for the financial year 2025-26.

20. Comments by the Board on Qualification, Reservation or Adverse remark or disclaimer in Audit Report:

There is no Qualification, Reservation or Adverse remark in Statutory Audit Report for the Financial Year 2024-25.

Further, in respect of the comments/ observations, made by the Secretarial Auditor, the Board of Directors have taken note of the same and are undertaking necessary steps to avoid the same and to ensure due compliance of the provisions of Companies Act, 2013, Insider Trading regulations and other specifically applicable laws therein

21. Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a Policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. A copy of the Nomination and Remuneration Policy is available on the website of the Company on www.stallionfluorochemicals.com.

22. Particulars of Contract or Arrangements with Related Party:

All Related Party Transactions entered during the Financial Year were on an Arms Length Basis and were in the ordinary course of business. The Company has not entered in to materially related party transactions

i.e., exceeding 10% or more of the turnover of the Company with related parties, which may have a potential conflict with the interest of the Company at large. Hence, no transactions are required to be reported in Form AOC-2.

During the year, all Related Party Transactions were placed before the Audit Committee and the Board for approval. The Company, whenever required, has obtained approval of the Shareholders of the Company before entering into Materially Related Party Transactions.

As required under Regulation 23 of the SEBI Listing Regulations, the Company has framed a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the Website of the Company at www. stallionfluorochemicals.com. The details of the transactions with Related Party are provided in the accompanying financial statements.

23. Particulars of Loans, Guarantees and Investments:

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the Loan or Guarantee or Security is proposed to be utilized by the recipient are provided in the Financial Statements, forming part of this Annual Report.

24. Risk Management:

The Board of Directors has reviewed the Risk Assessment and Minimization Procedures as per Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 on regular basis. There are no material risks, which in the opinion of the Management, affect the continuity and existence of the business.

25. Vigil Mechanism and Whistle Blower Policy:

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure Whistle Blowing System for Directors and Employees of the Company to raise concern. The Policy broadly cover instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct, alteration of documents, fraudulent financial reporting, misappropriation/misuse of Companys assets, manipulation of Companys data, pilferage of proprietary information, abuse of authority, etc. The Policy provides adequate safeguard against victimization of Director(s) / Employee(s) who raise the concern and have access to the Chairman of Audit Committee who is entrusted to oversee the Whistle Blower Mechanism. Further, no personnel have been denied access to the Audit Committee during the Financial Year under review.

The details of this Policy is explained in the Corporate Governance Report and also posted on the website of the Company at www.stallionfluorochemicals.com.

26. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

27. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires preclearance for dealing in the Companys Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated Employees have confirmed compliance with the Code.

28. Prevention, Prohibition and Redressal of Sexual Harassment of Woman at the 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, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs include external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

29. Compliance Under the Maternity Benefit Act, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

30.Investors Relation and Grievances:

During the Year under review, the Company has not received any Complaint/Grievance from the Investors of the Company. The Company has a dedicated e-mail address compliance@stallion.in for communication with the Investors. Further, a section for Investors, with details of the Annual Reports, Financial Statements, Communications to Stock Exchanges and other necessary information is available on the website of the Company on www.stallionfluorochemicals.com. Further, the Company is registered on the website of SEBI Complaint Redressal System (SCORES).

31. Corporate Governance Report:

Your Company is committed to maintaining highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities Exchange Board of India (SEBI). As required by SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed Corporate Governance Report is given which forms a part of this Annual Report.

32. Management Discussion and Analysis Report:

In accordance with the Listing Regulations, the Management Discussion and Analysis Report is attached and forms part of this Annual Report.

33. Particulars of Employees:

A statement containing the names and other particulars of employees in accordance with the provisions of section197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and forms part of this Annual Report.

The information required under Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.

Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to compliance@stallion.in

34Extract of the Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is placed on the website of the Company and can be accessed at the web link: www.stallionfluorochemicals.com.

35. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year 2024-25 are set out in Annexure of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CSR Policy is available on the website of the Company at www.stallionfluorochemicals.com.

36. Conservation of Energy, Technology Absorption and Foreign Exchange:

The information required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 readwith Rule 8(3) of Companies (Accounts) Rules, 2014 is enclosed as annexed and forms part of this Report..

37.Other Disclosures:

(i) There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future, during the Financial Year 2024-25.

(ii) The Company, after the period under review and before the date of this report, the Company has settled dispute with Zhejiang Sanmei Chemical Industry Co. Ltd. ("Sanmei"), a Chinese Company and made the payment of entire claim amount of USD 1,251,290.00.

(ii) There are no details in respect of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

38. General:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review:

i. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ii. Issue of debentures/bonds/warrants/any other convertible securities.

iii. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

iv. Instance of one-time settlement with any Bank or Financial Institution.

v. Statement of deviation or variation in connection with initial public offer.

Acknowledgement:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

For and on behalf of the Board of Directors Stallion India Fluorochemicals Limited

Shazad Sheriar Rustomji

Chairman & Managing Director DIN: 01923432

Date : 08th August, 2025

Place : Mumbai