Gujchem Distillers India Ltd

Dear Members,

Your Directors have pleasure in presenting their 85^th Annual report on the affairs of the Company together with the Audited Financial Statements of Accounts for the Financial year ended on March 31,2024.

FINANCIAL HIGHLIGHTS:

(Rs. In Lacs)

Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

OPERATIONS AND COMPANY'S PERFORMANCE:

For the Financial Year ended March 31,2024, your Company earned total revenue of Rs.188.81 lacs as against total revenue of Rs.28.79 lacs in the previous Financial Year ended March 31,2023.

For the Financial Year ended March 31, 2024, your Company earned Profit before Tax of Rs.38.10 lacs as against profit of Rs.3.25 lacs in the previous Financial Year ended March 31,2023. The Profit after Tax for the Financial Year ended March 31,2024 was Rs. 0.82 lacs as against profit of Rs. 0.33 lacs in the previous Financial Year.

The Standalone basic and diluted EPS of the Company stood at Rs.1.24 for the Financial Year ended March 31,2024 as against Rs.0.22 for the Financial Year ended March 31,2023.

OPEN OFFER AND CHANGE IN MANAGEMENT:

After the end of the Financial Year, 2023-24, M/s. ZR2 Group Holdings Limited as Acquirer have entered into a Share Purchase Agreement ("SPA") dated May 10, 2024 with the promoters and promoter group of the Company for acquisition of 21,75,640 (Twenty One Lacs, Seventy Five Thousand and Six Hundred Forty) equity shares ("Sale Shares") of face value of Re.1/- each representing 60.96% of the paid up and voting equity share capital of the Company.

The Acquirers did an open offer to the public shareholders under the SEBI (SAST) Regulations, 2011 and acquired control of the Company. Further M/s. ZR2 Group Holdings Limited has acquired the equity shares of old promoters and became the promoters of the Company through an open offer in accordance with SEBI (SAST) Regulations, 2011. The Company has been taken over by new promoters and the old management viz. Mr. Sagar Samir Shah, the Promoter Director and Chairman, Mrs. Rajasvee Sagar Shah, a Promoter Non-Executive Director, Mrs. Viraj Varun Sheth, Whole-Time Director, and Mrs. Barkha Balkrushnan Deshmukh, an Independent Director have tendered their resignation from the respective designation with effect from July 26, 2024 and Mr. Samir Rohitbhai Shah, Chief Financial Officer has tendered his resignation with effect from August 14, 2024. Your Directors place on record their appreciation of valuable services rendered during their tenure as a director & Management of the Company.

The Board is re-organised with the new management viz. Mr. Jimmy Olsson, the Chairman & Managing Director, Mr. Nilesh Jayant Jain, a Non- Executive, Promoter Director, Ms. Nirupama Charuhas Khandke, an Independent Director and Mr. Sunil Kondiba Kalhapure an Independent Director July 26, 2024 and Mr. Mahendra Agarwal as a Chief Financial Officer w.e.f. August 14, 2024 respectively.

DIVIDEND:

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31,2024.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

CHANGE OF REGISTERED OFFICE:

During the year, there was no change in the Registered Office of the Company.

CORPORATE OFFICE:

After the end of the financial year ended on March 31, 2024, the new management and Board of Directors of the Company had decided to set up the Corporate Office of the Company. Therefore, the Board of Directors has kept 1102, Lodha Supremus, Floor 11, Senapati Bapat Marg, Lower Parel Mumbai-400013, Maharastra w.e.f September 09, 2024.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

STATE OF THE COMPANY'S AFFAIRS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-B" and is attached to the report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

a) Composition of Board and Key Managerial Personnel

• *After the end of financia! year as on March 31,2024, Mr. Sagar Samir Shah had resigned from the office of Chairman and Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

• **After the end of financial year as on March 31,2024, Mrs. Viraj Varun Sheth had resigned from the office of Whole-Time Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

• ***After the end of financial year as on March 31,2024, Mrs. Rajasvee Sagar Shah had resigned from the office of Non-Executive Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

• ****After the end of financial year as on March 31, 2024, Mrs. Barkha Balkrushnan Deshmukh had resigned from the office of Independent, Non-Executive Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

• #After the end of financial year as on March 31,2024, Mr. Jimmy Olsson has been appointed as Chairman and Managing Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

• ##After the end of financial year as on March 31,2024, Mr. Nilesh Jayant Jain has been appointed as Non-Executive Director under promoter category of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

• ###After the end of financial year as on March 31, 2024, Ms. Nirupama Charuhas Khandke has been appointed as Independent, Non-Executive Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

• ####After the end of financial year as on March 31,2024, Mr. Samir Rohitbhai Shah had resigned from the office of Chief Financial Officer of the Company w.e.f. August 14, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

• ^AAfter the end of financial year as on March 31,2024, Mr. Mahendra Agarwal has been appointed as Chief Financial Officer of the Company w.e.f. August 14, 2024.

• AADuring the year under review, Mrs. Sangeeta Amit Khyani had resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. December 19, 2023.

• aaa After the end of financial year as on March 31, 2024, Ms. Bhoomika Mangal has been appointed Company Secretary and Compliance Officer of the Company w.e.f. December 19, 2023 w.e.f. May 10, 2024.

b) Declaration of Independence

Mrs. Barkha Balkrushnan Deshmukh and Mr. Sunil Kondiba Kalhapure were Independent Directors the Company during the financia! year ended on March 31,2024. However, Mrs. Barkha Balkrushnan Deshmukh was ceased to be an Independent Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

c) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

d) Meeting of Board

The Board of Directors of the Company met (9) nine times during the financial year ended March 31, 2024, on April 24, 2023, May 18, 2023, May 30, 2023, June 14, 2023, June 20, 2023, August 02, 2023, August 09, 2023, November 08, 2023 and February 08, 2024. Details of attendance of meetings of the Board and its Committees are part of this report.

e) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, meeting of committees and role and responsibilities assigned to these Committees etc. are part of this report.

f) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Sagar Samir Shah, Chairman (Upto July 26, 2024)

2. Mrs. Viraj Varun Sheth, Whole-Time Director (Upto July 26, 2024)

3. Mr. Samir Rohitbhai Shah, Chief Financial Officer (Upto August 14, 2024)

4. Mrs. Sangeeta Amit Khyani, Company Secretary & Compliance Officer (Upto December 19, 2024)

5. Mr. Jimmy Olsson, Chairman and Managing Director (w.e.f. July 26, 2024)

6. Mr. Mahendra Agarwal (w.e.f. August 14, 2024)

7. Ms. Bhoomika Mangal (w.e.f. May 10, 2024)

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on March 30, 2024 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non independent Directors and Boardas whole. The performance of the Chairman taking into account the views of executive Directorsand Non Executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, alongwith proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31,2024;

(ii) 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 the end of the financial year and of the profit of the Company for the year under review;

(iii) taken proper and sufficient care for 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;

(iv) prepared the annual accounts for the financial year ended on March 31,2024 on a going concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and

(vi) I aid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the present Auditors of the Company are M/s. S. N. Shah & Associates, Chartered Accountants (FRN No. 109782W) were appointed as Statutory Auditors of the Company to hold office from the conclusion of 80^thAnnual General Meeting (AGM) till the conclusion of the Annual General Meeting of the Company to be held in the year 2024.

However, after the end of financial year as on March 31,2024, M/s. S. N. Shah & Associates, Chartered Accountants (FRN No. 109782W) had resigned from the office of Statutory Auditors of the Company due to completion of their tenure as Statutory Auditor and also expressed their inability to re-appoint as Statutory Auditor of the Company. Therefore, the Audit Committee and Board of Directors of the Company had recommended the appointment of M/s. Bagaria & Co LLP, Chartered Accountants (FRN: 11344W/W100019) as Statutory Auditor of the Company w.e.f. August 14, 2024 to fill in the Casual Vacancy caused due to the resignation of M/s. S. N. Shah & Associates, Chartered Accountants (FRN: 109782W) for the financial year 2024-25.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditor's appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2023-24, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

It is to be noted that Audit Report given by the Auditor is not qualified.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Amit Uttamchandani, Proprietor of M/s. Amit Uttamchandani & Associates, as an Internal Auditor of the Company.

d) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabad the financial year 2023-24 and 2024-25 as Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31,2024 in Form No. MR-3 is attached as 'Annexure A' to this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Mrs. Sangeeta Amit Khyani has been appointed as Whole Time Company Secretary and Compliance Officer of the company.

However, during the year under review, Mrs. Sangeeta Amit Khyani had resigned from the office of Company Secretary and Compliance Officer of the company w.e.f. December 19, 2023. After the end of financial year, Ms. Bhoomika Mangal has been appointed as Company Secretary and Compliance Officer of the company w.e.f. May 10, 2024.

Authorised Share Capital:

The Authorized share capital of the Company is Rs. 10,00,00,000 consisting of 9,60,00,000 Equity Shares of Re. 1/- each, 11 % Cumulative Redeemable Preference Shares of Rs. 100 each - First Issue, 11 % Cumulative Redeemable Preference Shares of Rs. 100 each - Second Issue and Unclassified Shares of Rs. 10 each as on March 31,2024.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and paid Up Capital of the Company is 16,18,850 consisting of 16,18,850 equity Shares of Re. 1/- each as on March 31, 2024.

PREFERENTIAL ISSUE:

During the year under review, the Company had issued and allotted 19,50,000 equity shares pursuant to conversion of warrants on June 20, 2023 after taking approval from the members in Extra Ordinary General Meeting held on May 24, 2023.

Therefore, the present Issued, Subscribed and paid Up Capital of the Company has been increased from 16,18,850 consisting of 16,18,850 equity Shares of Re. 1/- each to 35,68,850 consisting of 35,68,850 equity Shares of Re. 1/- each.

EXTRA ORDINARY GENERAL MEETING:

During the year, pursuant to Section 100 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company has convened an Extra Ordinary General Meeting through Video Conferencing on Wednesday, May 24, 2023 and passed the following resolutions:

1. To Issue Fully Convertible Equity Warrants On Preferential Basis

2. To Consider and Appoint Mrs. Viraj Varun Sheth (DIN: 07889459) as Whole-Time Director of the Company

3. To Consider and Appoint Mr. Sunil Kondiba Kalhapure (DIN: 09712393) as an Independent Director of the Company

LISTING:

The Equity Shares of the Company are presently listed and actively traded on the Bombay Stock Exchange (BSE). The Company is regular in payment of listing to the Stock Exchange i.e. BSE Limited.

DEMATERIALIZATION OF SHARES:

As on March 31,2024, there were 31,28,310 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 87.66% of the total issued, subscribed and paid-up capital of the Company.

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilizing alternate sources of energy : None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING &OUTGO :

i. Foreign Exchange Earning :Nil

ii. Foreign Exchange Outgo :Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made and securities provided covered under Section 186 of the Companies Act, 2013 are provided in the Note No. 04 & 08 specifying details of Investments & Current Financial Assets: Loans & Advances respectively to the accompanying financial statements, presented in this Annual Report. However, the Company had not provided securities and given guarantees covered under Section 186 of the Companies Act, 2013 during the year ended on March 31,2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same is available on the Company's website at www.gujchemdistillers.in.

During the financial year 2023-24, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Section 188(i) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the company for F.Y. 2023-24 and hence does not form part of this Annual Report. However, the Company submits details of related party transactions on a consolidated basis as required under Ind-AS 24 in the notes to the standalone financial statements.

ANNUALRETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31,2024 is hosted on your Company's website at www.gujchemdistillers.in.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition andterms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

The Company has Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee.

(a) AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee at the Board level. The Audit Committee at the Board level acts as a link between the Statutory Auditors, Internal Auditor, the Management and the Board of Directors and overseas the Accounting Policies and Practices, Financial Reporting Process, Financial Statements, Reports of Auditors.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

• Oversight of the Company's Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors' Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors' independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To review the functioning of the Whistle Blower Mechanism;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

• Consider and comment on rationale, cost benefits and impacts of schemes involving merger, demerger, amalgamation etc., on the listing entity and its shareholders.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee. All the Members of the Audit Committee have Financial, Accounting and Management expertise.The board of directors has accepted all recommendations of the Audit Committee during the year.

The composition of the Audit Committee for the year ended on March 31,2024 and details of meetings attended by the Directors during the year 2023-24 are given as below:

However, after the end of financial year, the Audit Committee of the Company was reconstituted on July 26, 2024 as follows:

Presence of Chairman of the Audit Committee:

Mrs. Barkha Balkrushnan Deshmukh, Chairperson of the Audit Committee was present in the Annual General Meeting held on September 22, 2023. The necessary quorum was present for all the meetings.

> Meetings:

During the Financial Year 2023-24, the Members of Audit Committee met 5 (Five) times viz. on April 24, 2023, May 30, 2023, August 09, 2023, November 08, 2023 and February 08, 2024.

b) NOMINATION AND REMUNERATION COMMITTEE:

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities of the Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

The broad terms of reference of Nomination and Remuneration Committee includes

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee.

> The details of composition of Nomination and Remuneration Committee are as follows:

However, after the end of financia! year, the Nomination and Remuneration Committee of the Company was reconstituted on July 26, 2024 as follows:

> Meetings:

During the Financial Year 2023-24, the Members of Nomination and Remuneration Committee met 1 (One) time on December 19, 2023. The necessary quorum was present for all the meetings.

Mr. Sunil Kondiba Kalhapure, Chairperson of the Nomination and Remuneration Committee was present in the Annual General Meeting held on September 22, 2023.

> Policy on Directors' Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company's official website at ww.gujchemdistillers.in.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

> Remuneration of Directors:

The appointment and remuneration of all the Executive Directors of the Company is governed by the recommendation of the Nomination and Remuneration Committee, Resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of all the Executive Directors comprises of salary, perquisites and allowances, and contributions to Provident and other Retirement Benefit Funds as approved by the shareholders at the General Meetings.

Independent Directors receive remuneration by way of sitting fees for attending each meeting of Board and Board's Committees and commission as recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders as provided under the Act and rules made thereunder or any other enactment for the time being in force.

The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for the Company. The Nomination and Remuneration Committee work along with the Board for a structured leadership succession plan.

> Performance Evaluation :

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the evaluation process.

The Committee while evaluating the performance of the Non Executive Independent Directors may take into consideration various factors including:

• Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

• Other Directorship held by the Non-Executive Independent Directors;

• Input in strategy decisions;

• Review of Financial Statements, risks and business performance;

• Time devoted toward discussion with Management;

• Active participation in long-term strategic planning;

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has constituted a Stakeholders'Relationship Committee ("SRC") pursuant to the provisions of Section 178 of the Companies Act, 2013and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including:

• Transfer and transmission of shares held by shareholders in physical format;

• Shareholder's Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Company's Registrar and Transfer Agents;

• Review of measures taken for effective exercise of voting rights by Shareholders;

• Suggest measures for improvement upgrade the standard of services to investorsfrom time to time;

• Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

Your Company's shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/ officers/RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate sharecertificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee.

The present composition of the Stakeholders Relationship Committee for the year ended on March 31, 2024 and details of meetings attended by the Directors during the year 2023-24 are given as below:

However, after the end of financial year, the Stakeholders Relationship Committee of the Company was reconstituted on July 26, 2024 as follows:

> Meetings:

During the Financial Year 2023-24, the Members of Stakeholders Relationship Committee met 1 (One) time on March 30, 2024.

> Investors' Complaints:

> Presence of Chairman of the Stakeholders' Relationship Committee:

The necessary quorum was present for all the meetings. Mrs. Barkha Balkrushnan Deshmukh, Chairperson of the Stakeholder's Relationship Committee was present in the Annual General Meeting held on September 22, 2023.

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

STATE OF THE COMPANY'S AFFAIRS:

Discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis Report (MDAR)in "Annexure-B"as stipulated under Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015is presented in a separate section forming part of this Annual Report.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at theire-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company has implemented 'Whistle Blower Policy' covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is disclosed on the Company's website at www.gujchemdistillers.in.

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process for raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Company's policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31,2024, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular, outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to F.Y. 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Company's internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Company's assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls statedin the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness

in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company's operations in future.

PARTICULARS REGARDING EMPLOYEES:

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as 'Annexure C' to this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders' value and of course on reputation.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

CORPORATE GOVERNANCE:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the annual report of the listed entity shall contain Corporate Governance Report.

However, the paid up share capital does not exceeds Rs. 10 crores and Net worth does not exceeds Rs. 25 crores, therefore, the said provisions are not applicable to our Company and hence, the Corporate Governance Report is not applicable and therefore not provided by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINSTINSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year alongwith their status as at the end of the financial year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

GENERAL DISCLOSURES:

During the financia! year 2023-24,

• The Company has not issued any shares with differential voting rights;

• There was no revision in the Financial Statements;

• The Company has not issued any Sweat Equity Shares;

• The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014.

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Director's Report:

a. Annexure A: Secretarial Auditors Report in Form No. MR-3;

b. Annexure B : Management Discussion and Analysis Report;

c. Annexure C: Details of personnel/particulars of employees;

APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors, distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their support and cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible to achieve the all-round progress and growth of Company.