Technichem Organics Ltd Directors Report

Dear Members,

The Board of Directors has pleasure in presenting the 29^th Annual Report of Technichem Organics Limited (formerly known as Technichem Organics Private Limited (hereinafter referred to as the Company") along with the Audited Financial Statements for the Financial Year ended 31^st March, 2025 ("the year/period under review")

1. FINANCIAL RESULTS:

(Rs. in lakh)

Particulars	2024-25	2023-24
Profit before Interest and Depreciation	825.88	996.97
Less : Interest	144.77	196.46
Profit before Depreciation	681.11	800.51
Less : Depreciation	163.15	169.65
Profit before Tax	517.96	630.86
Less : Current Tax	80.85	160.00
Less: Tax in respect of earlier years	6.94	0.04
Less: Adjustment for Deferred Tax Liability	27.29	32.62
Profit after tax	402.88	438.20

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2025 and date of this report.

2. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommended any dividend for the year under review ended on 31^st March, 2025.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

3. PRODUCTION, SALES AND WORKING RESULTS:

During the year under review, Your Company has achieved during the year, Profit before Interest and Depreciation of Rs. 825.88 lakh as compared to Rs. 996.97 lakh during 2023-24. After charging for finance cost and Depreciation, the Company has Profit before tax of Rs. 517.96 lakh as compared to Profit of Rs. 630.86 lakh during 2023-24. After providing for current taxes and making adjustments for deferred tax, the Profit after tax stood at Rs. 402.88 lakh compared to Profit of Rs. 438.20 lakh during 2023-24. After bringing forward balance of Profit and Loss account of Rs.497.14, the balance of Rs. 900.02 lakh has been carried forward to Balance Sheet.

4. CHANGE IN THE NATURE OF BUSINESS:

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

5. CONVERSION INTO PUBLIC LIMITED COMPANY:

The Company has duly passed special resolution for Conversion of Company from Private Limited to Public Limited Company at the Extra Ordinary General Meeting of the Company held on 30^thApril, 2024. Accordingly, the status of Company was changed from Private Limited to Public Limited with effect from 4^thJuly, 2024.

6. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY:

The Shareholders, in the Extra Ordinary General Meeting held on 30^th April, 2024 has adopted and approved the new set of Articles of Association of the Company by replacing the existing Articles of Association of the Company consequent to Conversion into Public Limited Company and also to make it in line with the new Companies Act, 2013 and altered the name clause I in the Memorandum of Association of the Company consequent to conversion of the Company into Public Company.

7. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of BSE Limited w.e.f. 7^th January, 2025. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2025-26.

8. SHARE CAPITAL:

During the review period, the Company made the following important changes maintained its capital structure as detailed below:

Increase in Authorized Share Capital and subsequently change in Memorandum of Association:

Authorized Share Capital was increased from Rs. 3 Crores to Rs. 18 Crores divided into 1,80,00,000 Equity Shares of Rs. 10/- and altered capital clause of Memorandum of Association of the Company by obtaining approval of members at the Extra Ordinary General Meeting held on 12^th April, 2024. The Authorised Share Capital of the Company at the end of the year stood at Rs. 18,00,00,000/-divided into 1,80,00,000 Equity Shares of Rs. 10/-.

Issue and allotment of Bonus Equity Shares:

The Company has issued 1,08,85,000 fully paid-up Bonus Equity Shares in the ratio 4:1 (i.e. 4 fully paid-up equity shares for every 1 share held) at Extra Ordinary General Meeting of the members held on 12^th April, 2024 and allotted on 18^th April, 2024.

Initial Public Offer (IPO):

The Company has made an Initial Public Offer (IPO) of 45,90,000 Equity Shares of face value of Rs. 10/ - each at a price of Rs. 55/- per Equity Share (including premium of Rs. 45/- per Equity Share) aggregating to Rs. 25,24,50,000/-. The Equity Shares of the Company got listed on SME Platform of BSE Limited on 7^th January, 2025.

Consequent to the aforesaid allotment of Equity Shares, the paid-up Equity Share capital of the Company stood at Rs. 17,32,12,500/- divided into 1,73,21,250 Equity Shares of Rs. 10/- each. The Company has neither issued shares with differential voting rights nor granted stock options nor issued sweat equity shares.

9. UTILISATION OF FUNDS RAISED THROUGH IPO:

During the year under review, the Company has come up with Initial Public offer of 45,90,000 Equity Shares of face value of Rs. 10/- each at a price of Rs. 55/- per Equity Share (including premium of Rs. 45/- per Equity Share) aggregating to Rs. 25,24,50,000/-. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated 3^rd January, 2025.

10. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

11. DIRECTORS:

11.1 One of your Directors viz. Mr. Bharat J. Pandya (DIN: 00921775) retires by rotation in terms of the Articles of Association of the Company. However, being eligible, offers himself for reappointment. 11.2 Mr. Bharat J. Pandya CMD (DIN: 00921775) was re-appointed as Managing Director of the Company for a further period of 3 years i.e. from 17^th July, 2024 to 16^th July, 2027 by the members vide a special resolution passed at the Extra Ordinary Annual General Meeting held on 17^th July, 2024. 11.3 Mr. Anilkumar J. Pandya (DIN: 00921815) was re-appointed as Executive Director of the Company for a further period of 3 years i.e. from 17^th July, 2024 to 16^th July, 2027 by the members vide a special resolution passed at the Extra Ordinary Annual General Meeting held on 17^th July, 2024.

11.4 Mr. Piyush M. Nathwani (DIN: 07112017) was re-appointed as Whole-Time Director of the Company for a further period of 3 years i.e. from 17^th July, 2024 to 16^th July, 2027 by the members vide a special resolution passed at the Extra Ordinary Annual General Meeting held on 17^th July, 2024. 11.5 Ms. Anal R. Desai (DIN: 02636329), Ms. Jaina M. Mehta (DIN: 08573437) and Mr. Utsav M. Shah (DIN: 07828652) were appointed as a Non-executive Independent Director w.e.f. 17^th July, 2024 for a period of 5 consecutive years at Extra Ordinary Annual General Meeting held on 17^th July, 2024.

11.6 Mr. Parth B. Thakkar was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 17^th July, 2024.

11.7 Mr. Narayansingh J. Deora was appointed as Chief Financial Officer of the Company w.e.f. 17^th July, 2024.

11.8 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules. 11.9 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA).

11.10 Brief profile of the Director who is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

11.11 The Board of Directors duly met 22 times during the financial year under review.

Sr. Name of Directors No.	Category of Directorship	No. of Board Meetings attended during 2024-25	Attendance at AGM held on 29-06-2024 Yes(Y)/No(N)
1 Mr. Bharat J. Pandya	Managing Director	22 of 22	Y
2 Mr. Anilkumar J. Pandya	Whole-time Director	22 of 22	Y
3 Mr. Piyush J. Nathwani	Whole-time Director	22 of 22	Y
4 Ms. Jaina Y. Mehta@	Independent Director	14 of 14	N.A.
5 Ms. Anal R. Desai@	Independent Director	14 of 14	N.A.
6 Mr. Utsav M. Shah@	Independent Director	14 of 14	N.A.

Appointed as Independent Directors for a term of 5 consecutive years w.e.f. 17 July, 2024 11.12 Formal Annual Evaluation: The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and Individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

11.13 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed: (i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that 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 at 31^st March, 2025 being end of the financial year 2024-25 and of the Profit of the Company for the year; (iii) that the Directors had taken proper and sufficient care for 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; (iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12 . INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

13. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. No. Name of the Director & Designation	Remuneration for the year 2024-25	% increase over last year	Parameters	Median of Employees Remuneration Rs in Lakh	Commission received from Holding/ Subsidiary
1. Bharat J. Pandya (CMD)	36.00	NIL	-	2.28	-
2. Anilkumar J. Pandya (WTD)	36.00	NIL	-	2.28	-
3 Piyush M. Nathwani (WTD)	24.00	14.29	-	2.28	-

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Companys website–www.technichemorganics.com

13. KEY MANAGERIAL PERSONNEL:

Sr. No. Name of the Director & KMP	Designation	Percentage (%) Increase (If any)
1. Mr. Bharat J. Pandya	Managing Director	-
2 Mr. Anilkumar J. Pandya	Executive Director	-
3 Mr. Piyush M. Nathwani	Whole-Time Director	14.29
4 Mr. Narayansingh J. Deora@	Chief Finance Officer	-
5 Mr. Parth B. Thakkar$	Company Secretary	-

@appointed as Chief Financial Officer of the Company w.e.f. 17th July, 2024.

$appointed as Company Secretary & Compliance Officer of the Company w.e.f. 17^th July, 2024.

14. PERSONNEL AND H. R. D.:

14.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

As the operations of the Company have been suspended, there is no material information to be provided. The relationship between average increase in remuneration and Companys performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

14.2 PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure – A.

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

15. RELATED PARTY TRANSACTIONS AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.technichemorganics.com

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure - B.

17. CORPORATE GOVERNANCE:

The requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

In additions to the applicable provisions of the Companies Act, 2013 will be applicable to the Company immediately up on the listing of Equity Shares on the Stock Exchanges. However, the Company has complied with the Corporate Governance requirement, particularly in relation to appointment of Independent Directors including Woman Director in the Board, constitution of an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms a part of this annual report and is annexed to this report by way of Annexure - C.

19. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Nishant Pandya & Associates, Practising Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure – D.

20. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March, 2025 is available on the Companys website www.technichemorganics.com.

21. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. Audit Committee:

As per Section 177 of companies Act, 2013, The Board of Directors in their meeting held on 19^th July, 2024 have constituted the Audit Committee of the Company. During the year, the committee met Four (4) times i.e. on 8^th August, 2024, 15^th October, 2024, 14^th December, 2024 and 28^th

January, 2025 with full attendance of all the members. The composition of the Audit Committee as at 31^st March, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Directors	Category	Position in the Committee	Attendance at the Meetings held
Mr. Utsav M. Shah@	Non-Executive	Chairman	4 of 4
	Independent Director
Ms. Anal R. Desai@	Non-Executive	Member	4 of 4
	Independent Director
Mr. Bharat J. Pandya	Managing Director	Member	4 of 4

@ Appointed as Independent Directors for a term of 5 consecutive years w.e.f. 17^th July, 2024.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

- Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

- Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

- Review the Management Discussion & Analysis of financial and operational performance.

- Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard Policy.

- Review the investments made by the Company

All the Members on the Audit Committee have the requisite qualification. The Company Secretary acts as the Secretary to the Committee.

B. Nomination and Remuneration Committee:

As per Section 178 of Companies Act, 2013, The Board of Directors in their meeting held on 19^th July, 2024 have constituted the Nomination and Remuneration Committee of the Company. During the year, the committee met one (1) time i.e. on 28^th January, 2025, with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at 31^st March, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Directors	Category	Position in the	Attendance at the
		Committee	Meetings held
Ms. Anal Ruchir Desai@	Non-Executive	Chairperson	1 of 1
	Independent Director
Ms. Jaina M. Mehta@	Non-Executive	Member	1 of 1
	Independent Director
Mr. Utsav Milan Shah@	Non-Executive	Member	1 of 1
	Independent Director

Appointed as Independent Directors for a term of 5 consecutive years w.e.f. 17 July, 2024

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

- For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

- Formulation of criteria for evaluation of performance of independent directors and the board of directors;

- Devising a policy on diversity of board of directors;

- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

- Recommend to the board, all remuneration, in whatever form, payable to senior management.

C. Stakeholders Relationship Committee:

As per Section 179 of Companies Act, 2013, The Board of Directors in their meeting held on 19^th July, 2024 have constituted the Stakeholders Relationship Committee of the Company. During the year, the committee met one (1) time i.e. on 28^th February, 2025, with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Directors	Category	Position in the	Attendance at the
		Committee	Meetings held
Ms. Anal Ruchir Desai@	Non-Executive	Chairperson	1 of 1
	Independent Director
Ms. Jaina M. Mehta@	Non-Executive	Member	1 of 1
	Independent Director
Mr. Anilkumar J. Pandya	Whole-time Director	Member	1 of 1

@Appointed as Independent Directors for a term of 5 consecutive years w.e.f. 17^th July, 2024 The terms of reference of the Committee are:

- Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

- Review of measures taken for effective exercise of voting rights by shareholders.

- Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

22. GENERAL:

22.1. AUDITORS:

STATUTORY AUDITORS:

The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

The term of the present Auditors of the Company, M/s. Devpura Navlakha & Co., Chartered Accountants (Firm Registration No. 113291W) ends upon the conclusion of the ensuing 29^th AGM.

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, the Board of Directors has recommended the appointment of M/s. B. K. Chavda & Co., Chartered Accountants (FRN: 125064W), Peer Reviewed Certificate No. 016915), as Statutory Auditors of the Company for a period of 5 years and to hold office as Statutory Auditors from the conclusion of the ensuing 29^th AGM till the conclusion of 34^th AGM on remuneration to be decided by the Board or Committee thereof.

The Company has obtained consent from M/s. B. K. Chavda & Co., Chartered Accountants to the effect that their appointment as Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Shareholders are requested to consider and approve the appointment of the Statutory Auditors of the Company.

22.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

22.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

22.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

22.5 SUBSIDIARIES/ ASSOCIATES/ JVs:

The Company does not have any Subsidiaries/ Associate Companies / JVs.

22.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

22.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

22.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

22.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

a.	Number of complaints received during the year	Nil
b.	Number of complaints disposed off during the year	Nil
c.	Number of cases pending for more than 90 days	Nil

22.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

22.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

22.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

22.13 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

22.14 STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO

THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide avenues to the stakeholders to bring to the attention of the management, the concerns about behaviours employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy.

24. REGISTRAR & SHARE TRANSFER AGENT (RTA):

To facilitate dematerialization and share transfer functions, the Company appointed Bigshare Services Private Limited as its Registrar and Transfer Agent (RTA) in the meeting held on 18^th April 2024 for both National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) facilities, covering both electronic and physical share transfer activities.

25. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

26. DEMATERIALISATION OF EQUITY SHARES:

During the year under review, the Company has entered into tripartite agreements for dematerialization of Equity Shares with the Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company .Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN allotted is INE0ZHT01012.

27. FINANCE:

During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks.

The Income tax and GST Assessment of the Company have been completed up to Assessment Year 2024-25 and the Financial Year 2020-21 respectively.

28. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per Section 135(9) of the Companies Act, 2013, if the amount to be spent by a company under section 135(5) of the Companies Act, 2013 does not exceed Rs. 50,00,000/- (Rupees Fifty Lakh only), then the requirement under section 135(1) of the Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee is not be applicable and the functions of such CSR Committee as provided under section 135 of the Companies Act, 2013 shall, be discharged by the Board of Directors of the Company. Accordingly, the Company has not constituted CSR committee and functions of CSR committee are being discharged by the Board of Directors of the Company. As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on CSR Activities is annexed herewith as Annexure – E.

30. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

31. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017. As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

32. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

33. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

	For and on behalf of the Board,
	Bharat J. Pandya
Place: Ahmedabad	Chairman & Managing Director
Date : 22nd July, 2025	DIN: 00921775