CDG Petchem Ltd Directors Report

The Companys financial performance for the year ended March 31, 2025, is summarized below

Your Companys standalone revenue from operations for the year reduced to Rs. 898.73 Lakhs from Rs. 1539.98 Lakhs last year registering a downfall of 42%. The net loss for the year was Rs. 105.75 Lakhs as against Rs. 91.64 Lakhs in the previous year.

Your Board of Directors has initiated various strategic moves to overcome the competition. Also, to de-risk the dependence on few core verticals the Company has identified and is investing on new opportunities. Further, the Company is also taking measures to keep the operating cost low wherever possible.

The Board, in view of conserving the financial resources and the risk of business, has not recommended any dividend for the year.

During the past 7 years, your Company has not declared dividend keeping new the company resource requirement, hence, there is no unclaimed dividend and its requirement to transfer to IEPF.

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2024-2025 of the Company.

Post financial year and as on date of this report the Company has allotted 61,58,000 Equity Shares of Rs.10/- each on Private Placement basis on 14th June, 2025. The Company received listing approval on 03^rd July, 2025 and trading approval on 24^th July, 2025 for the said allotment.

The Company has allotted 7,64,500 convertible warrants of Rs.10/- each on Private Placement basis on 14^th June, 2025.

In a strategic move to optimize resources and enhance long-term profitability, the Board of Directors of CDG Petchem Limited has decided to change the nature of business to Transportation activities pursuant to Special Resolution passed at Extra ordinary General Meeting held on 07^th May, 2025.

The Directors propose to transfer an amount of Rs.105.75 Lakhs to the general reserve.

During the year under review, there were no changes in the Board of Directors of the Company. In accordance with provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Mr. Manoj Kumar Dugar (DIN: 00352733), is liable to retire by rotation at the ensuing 14^th Annual General Meeting and being eligible, offers himself for re-appointment. The brief details required to be disclosed in accordance with Regulation 36 of Listing Regulations, Act and Secretarial Standards are included in the notice of the 14^th Annual General Meeting forming part of this Annual Report

Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as Key Managerial Personnel of the Company as of March 31, 2025:

M/s. S. Bhalotia & Associates, Chartered Accountants (FRN 325040E) Statutory Auditors of the Company retire at the ensuing Annual General Meeting.

The Board at their meeting held on 05.09.2025 have appointed M/s. Rakesh Mehru & Co, Chartered Accountants (ICAI Reg. No. 011715N) as Statutory Auditors of the Company subject to the approval of members for a period of Five (5) years from the conclusion of ensuing Annual General Meeting to till the conclusion of 19^th Annual General Meeting. b) Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Badal Jain & Co, Chartered Accountants, as the Internal Auditors of your Company for FY 2024-25. The Internal Auditors have submitted their reports.

During the year under review, the Internal Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

The Board has appointed M/s. A.S Ram Kumar and Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2024-25. The Report of the Secretarial Auditor is annexed to this report as Annexure VII.

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made there under.

A Secretarial Compliance Report for the financial year ended 31st March, 2025 on compliance of all applicable SEBI Regulations and circulars / guidelines, has submitted to the stock exchanges within 60 days of the end of the financial year. M/s. A.S. Ramkumar & Associates, Company Secretaries were engaged to issue the same.

The Board of Directors of the Company comprises an optimum number of Independent Directors. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

Each Independent Director has confirmed to the Company that they met the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board. All the Independent Directors are registered in the database maintained by the Indian Institute of Corporate Affairs (IICA) and a declaration in this regard was received from each of them. In the opinion of the Board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

The details of the separate meeting of the Independent Directors are reported in the Corporate Governance Report, which forms part of the Boards Report.

During the year, five (5) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meetings and attendance by the directors are given in the Corporate Governance Report forming an integral part of this annual report. The maximum time gap between any two consecutive meetings was within the period prescribed under the Act and Listing Regulations. None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non-disqualification, as required under Regulation 34 of Listing Regulations forms an integral part of the Corporate Governance Report.

In compliance with the provisions of Sections 135, 177, 178 of the Act and Listing Regulations, the Board constituted the following sub-committees

Evaluation of the Boards performance: As per provisions of the Act, and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the board, its committees and members were undertaken. The detail of the same forms an integral part of the Corporate Governance Report.

The Company has constituted Audit Committee pursuant to the provisions of Companies Act, 2013. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

During the year under review, the Audit Committee had met 4 times. The constitution of committee is hereunder:

None of the recommendations made by the Audit Committee were rejected by the Board.

The details of the Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders

Relationship Committee are reported in the Report on Corporate Governance, which forms part of the Boards Report.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Your company adopted the policy on Directors Appointment & Remuneration. The objective of the policy is to ensure that

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is incorporated herein by reference and forms an integral part of this report as Annexure -I.

The Company is committed to good Corporate Governance and best corporate practices. A report on Corporate Governance for the year ended March 31, 2025 along with a Certificate from M/S A.S. Ramkumar & Associates, Company Secretaries regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of the Annual Report as Annexure II

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not applicable to your company.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2024-25, there were no materially significant transactions with the related parties which might be deemed to have had a potential material conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The details of the Related Party Transactions pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Form AOC 2, as provided as Annexure-III, which forms in integral part of this Annual Report.

However, Morbido Merchandise Private Limited ceased to be the subsidiary of the Company w.e.f 05.07.2025.

In accordance with the provisions of the Companies Act, 2013, (‘the Act), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and applicable Accounting Standards, the audited consolidated financial statements (CFS) of the company for the financial year 2024-25, together with Auditors Report thereon forms part of the Annual Report. A statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures in the prescribed Form AOC-1 is enclosed as "Annexure-IV" to this report.

The Company is committed to ensuring an effective Internal Control System and Internal Control Environment that will help in preventing and detecting errors, irregularities and frauds, thus ensuring security of Companys assets and efficiency of operations. The Company has an internal control system and mechanism which is commensurate with the size and complexity of business and aligned with evolving business needs.

The Company has laid down Internal Financial Controls as detailed in the Companies Act, 2013 and has covered major processes commensurate with size of the business operations. Controls have been established at the entity level and process levels, and are designed to ensure compliance with internal control requirements, regulatory compliance and appropriate recording and reporting of financial and operational information.

The Companys policy on prevention of sexual harassment of women provides for the protection of women employees at the work place and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act) and Rules framed thereunder.

The Company has complied with the provisions of Maternity Benefit Act, 1961.

1. Share Capital: Authorised share capital of the Company as of March 31, 2025, stood at Rs.5.00 crores comprising 50,00,000 equity shares of Rs.10 each.

The paid-up share capital of the Company as of March 31, 2025 stood at Rs. 3.07 Crores (Rupees Three Crores Seven Lakhs Seventy Five Thousand Only) divided into 30,77,500 equity shares of Rs.10/- each.

During the year under review, the Company has not issued shares with differential voting rights, employee stock options and sweat equity shares.

However post financial year,

? The Authorised Share Capital of the Company increases from Rs.5.00 crores to Rs.10.00 crores at EGM held on 07^th May, 2025.

? The Paid-up share capital of the Company increases from Rs.3.07 crores to Rs.9.23 crores via allotment of 61,58,000 Equity Shares of Rs.10/- each on Private Placement basis on 14^th June, 2025.

The Equity Shares of the Company are listed on BSE Limited (BSE). The annual listing fees for the years 2024& 2025 have been paid in due time.

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as of March 31, 2025.

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013, during the year under review and hence the said provisions are not applicable.

5. Compliance with Secretarial standards

During the year under review, the Company has complied with the Secretarial Standards with respect to Meetings of the Board of the Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government

The particulars relating to conversation of energy, Technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the act are provided in Annexure-VI to the Board Report.

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure V, which forms an integral part of this Annual Report.

Maintenance of Cost records is not applicable to the Company.

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

During the year under review, your Company has not paid any amount of Sitting Fees to its Directors for attending the Board meetings.

This section is not applicable to your company. During the period under review Appointment and Remuneration including other matters under section 178(1) is taken care by Board of Directors of the Company.

As required by the Listing Regulations, a quarterly audit of the Companys Share Capital is being carried out by an

Independent Practicing Company Secretary with a view to reconcile the total share capital, admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretarys certificate in regard to the same is submitted to BSE and is also placed before the Board of Directors.

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

During the year under review, there were no applications made or proceedings pending in the name of the company under IBC, 2016

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co-operation and support.

By Order of Board of Directors

Sd/- Sd/-

Manoj Kumar Dugar Rajesh ChandanmalDugar Place: Hyderabad Managing Director Director Date: 05.09.2025 DIN : 00352733 DIN : 00730059