To The Members,

Your Directors have pleasure in presenting the 34^th Annual Report alongwith the Accounts for the year ended 31.03.2024.

Working Results

Rs. in Lacs

OPERATIONS

During the Financial Year ended March 31, 2024, your Company recorded a turnover of Rs. 15675 Lacs as compared to turnover of Rs. 15517 Lacs during the previous Financial Year ended March 31, 2023. Out of this, 21% of revenue was from Exports which is 7.28% higher from the last year and rest from Domestic Sales. The revenue from operations and the operating gross profit for the year ended 31 March, 2024 have increased marginally by Rs.158 lacs and Rs. 141 Lacs.

The net profit of your Company for the Financial Year ended March 31, 2024 stood at Rs. 2614 Lacs as against the net profit of Rs. 2631 Lacs for the Financial Year ended March 31, 2023 which was lower by Rs. 17 Lacs (0.65%) than the last year due to capitalization of plant, machinery and other assets for installation of two production lines during the year to increase the production capacity from 4200 MT to 5400 MT as against last year.

FINANCIAL PERFORMANCE

The revenue and profit for the current financial year remained more or less unchanged compared to the previous year. Despite concerted efforts, we did not achieve much growth. Several factors contributed to this:

1. Domestic Market Challenges: The domestic market exhibited sluggishness, impacting substantial growth in revenue generation.

2. Export Challenges: Export operations faced hurdles due to geo political tension in some regions, further impeding substantial revenue growth.

3. Limited Customer Acquisition: Despite efforts, we were unable to achieve targetted numbers to onboard new customers.

4. Import Competition: A significant influx of low-priced compatible toner filled cartridges into the market posed a competitive challenge.

STRATEGIES AND OUTLOOK:

Despite the current market landscape, we remain committed to enhancing our market position and driving growth. Key initiatives include:

1. Domestic Market Expansion: We are intensifying efforts to bolster our presence in the domestic market, leveraging targeted strategies to capture market share.

2. Export Optimization: We are reviewing and refining our export strategies to overcome challenges and capitalize on international opportunities and enter newer markets.

3. Customer Engagement: Enhancing customer engagement and satisfaction is a priority, aimed at fostering long-term partnerships and driving business growth.

4. Product Differentiation: We are exploring avenues for product differentiation and innovation to stay competitive in the face of import challenges.

5. Market Diversification: Initiatives are underway to diversify our market presence, including exploring opportunities in the toner market segment.

6. To approach Indian Government for extension of Anti dumping duty period for black powder toner for a period of another 5 years.

7. Further cutting costs and improve efficiencies to make the compatible toner price more competitive.

UTILISATION OF SURPLUS FUNDS

Your company is regular in utilizing the surplus funds of the Company for the benefit of the shareholders and in the expansion plans to increase the production capacity. Your Company is paying uninterrupted dividend of 30% every year since financial year 2017-18 which was increased to 35% in the financial year 2022-23 and further increased to 45% in the financial year 2023-24 which you have already received as interim dividend during the year. You are already aware of the buy-back offer of the company in 2021-22 at an attractive price to utilize the surplus funds of the Company.

Since 2022, your Company is in mode of increasing its' production capacity every year by installing new lines of production. The Production Capacity which was 3600 MT in the year 2021-22 has increased to 5400 MT in the current year i.e. 2024-25. All this has happened without taking loan from any bank or financial institution but only from internal generation and utilization of cash reserve of the Company.

The Management of your Company is exploring opportunities to invest in some new projects and other activities as part of diversification plan.

DIVIDEND

The Board had recommended an interim dividend of Rs. 4.50/- per equity share (45% of face value of Rs. 10), which is also the final dividend for the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (acceptance of Deposits) Rules, 2014.

FUTURE OUTLOOK AND PLANS

As we navigate the landscape of the toner industry, it is imperative to chart a course that not only ensures sustainability but also drives growth and innovation. In line with this vision, we are excited to share our future outlook and plans for the future.

Despite being a crucial component in laser printers, MFPs and copiers, the overall toner consumption in India remains substaintly lower compared to other global markets. Through strategic initiatives and market penetration strategies, we aim to catalyze an increase in toner usage, aligning with the growing demands of businesses and consumers alike.

One of our key strategies involves the introduction of color toners to our product portfolio. By diversifying our offerings, we seek to capture a substantial share of the burgeoning market for color toners. This expansion not only broadens our product range but also positions us as a comprehensive solution provider in the printing and copying industry.

Moreover, we are committed to enhancing our distribution channels and strengthening our presence across various market segments. Through targeted marketing efforts and collaborations, we aim to amplify brand visibility and accessibility, thereby driving customer loyalty.

Furthermore, our dedication to product quality remains unwavering. We understand the importance of delivering superior compatible toner solutions that exceed expectations in performance and reliability. To this end, we continue to invest in research and development, leveraging cutting-edge technologies and industry insights to deliver best-in-class products.

RESEARCH AND DEVELOPMENT ACTIVITIES

Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given prime importance to Research & Development which is the basis of your Company's success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products in the times to come.

Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In – House R & D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.

During the year the Company has incurred R & D expenses of Rs. 70.20 Lacs in various heads and Rs. 42.63 Lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.indiantoners.com.

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

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

EXTRACT OF ANNUAL RETURN:

Pursuant to prescribed provisions of Companies Act, 2013 and rules framed thereunder Annual Return has been hosted on the website of the company and can be viewed at www.indiantoners.com under Investor Relations Section.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4 times during the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows:

22.05.2023, 07.08.2023, 03.11.2023 & 09.02.2024.

COMPOSITION OF COMMITTEES

SECRETARIAL STANDARDS

During the year, your company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, based upon the management representation Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31.03.2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have 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 that period;

c) the directors have 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;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls in the company that are adequate and were operating effectively.

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.indiantoners.com.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. As per Regulations 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015, company has implemented Structured Digital Data Base (SDD) software for monitoring the following:-

1. control exists as to who can access the SDD

2. all the UPSI disseminated in the previous quarter have been captured in the Database 3. the system has captured nature of UPSI along with date and time 4. the database has been maintained internally and an audit trail is maintained 5. the database is non-tamperable and has the capability to maintain the records for 8 years.

and accordingly the PCS certify that the company follows SEBI (PIT) Regulations, 2015 in reference to the SDD. However, vide BSE Circular dated 29.03.2023 our company is not required to submit SDD compliance certificate on quarterly basis as provisions of Regulation 24A of SEBI (LODR) Regulation, 2015 are applicable to our Company.

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

Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code of Conduct) of SEBI (Prohibition of Insider Trading) Regulations, 2015 have been noted and complied with by the Company.

STATUTORY AUDITORS & AUDITORS' REPORT

The Statutory Auditors of the Company M/s B.K. Shroff & Co., Chartered Accountants, were appointed by the Members at the 32^nd Annual General Meeting of the Company for a term of 5 years i.e. from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The consolidated accounts along with the Statement pursuant to Section 129 of the Companies Act, 2013 are annexed.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended to authorise Sh. Sushil Jain, Chairman of the company to appoint secretarial auditor for the financial year 2024-25 and accordingly he has appointed M/s. Mukesh Agarwal & Co. (CP No.:3851, FCS: 5991), Company Secretaries to undertake the Secretarial Audit of the company for the financial year 2024-25. Your company has received their written consent that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Audit Report is annexed as Annexure "1".

INTERNAL AUDIT & INTERNAL AUDITORS

The Company has well-structured Internal Audit function. Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit Committee have appointed M/s K. N. Gutgutia & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.

COST AUDITORS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There was no materially significant related party transaction with the Company's Promoters, Directors, Key Managerial Personnel or other designated persons or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.indiantoners.com.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of a listed Company are required to constitute Risk Management Committee. However, the provisions of this regulation are applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Our Company does not fall under this category.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Pursuant to Section 135(9) of the Companies Act, 2013, CSR Committee is no more required. The Annual Report on CSR Activities is annexed as Annexure "2".

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the Chairman and the working of its Audit, Nomination & Remuneration, and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is posted on the website of company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There has been no significant and material order passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:

(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and Chief Financial Officer during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 are as under:

ii) The percentage increase in the median remuneration of employees of the Company during the financial year was 22%. iii) There were 229 permanent employees on the rolls of the Company as on 31.03.2024; iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the current financial year i.e. 2023-24 was 7% whereas the increase in the managerial remuneration for the same financial year was 5.23%. v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Sh. Sushil Jain, Sh. Akshat Jain, Sh. Satyendra Paroothi, Sh. Vishesh Chaturvedi and Sh. Naresh Kumar Maheshwari are the Chief Executive Officer (CEO) & Chairman, Managing Director, Wholetime Director, Company Secretary and Chief Financial Officer (CFO) of the Company respectively.

On the recommendation of Nomination & Remuneration Committee meeting held on 09.02.2024, the Board of Directors in its meeting held on 09.02.2024, has re-appointed Sh. Akshat Jain, Managing Director of the Company w.e.f. 01.04.2024, subject to the approval of Shareholders through Postal Ballot as the Company is required to have shareholders approval within 3 months from the date of appointment i.e. 01.04.2024, pursuant to the provisions of Regulation 17 of SEBI (LODR) Regulations 2015.

On the recommendation of Nomination & Remuneration Committee meeting held on 23.05.2024, the Board of Directors in its meeting held on 23.05.2024, has appointed Sh. Arun Kumar Garg, as Additional Director/Independent Director w.e.f. 23^rd May, 2024 for five years and re-appointed Sh. Satyendra Paroothi as Wholetime Director to be designated as Director Operations & Developments of the Company w.e.f. 27^th May, 2024 for further two years, subject to the approval of shareholders in the forthcoming Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sh. Satyendra Paroothi, Wholetime Director, will retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declaration from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines. During Financial Year 2023 - 24, the Company has not received any complaint.

PERSONNEL

Cordial Industrial relations continue to prevail thereby further strengthening employees' commitment to the growth of the Company.

The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, co-operation and outstanding contribution to the growth of the Company during the year.

Particulars of employees as required under the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the information is not being sent alongwith the Annual Report as per the proviso of Section 136 of the Companies Act, 2013. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earning and outgo is required to be disclosed in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure ‘A' and forms part of this report.

MANAGEMENT'S DISCUSSIONS AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report as Annexure -3.

DISCLOSURES UNDER LISTING AGREEMENT

Your Company is now listed only with BSE Limited. The Company is regular in paying the listing fees on demand and it has paid fee upto the current financial year, i.e. 2024 – 2025.

DEMATERIALISATION OF SECURITIES

As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialization form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialization form which is convenient and safe.

CORPORATE GOVERNANCE

In terms of Regulation 4 of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance alongwith a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided in this Annual Report as Annexure -4.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and its valued Customers. Your Directors also thank the shareholders for their continued support. Your Directors thank all the dedicated employees including executives for all their services rendered to the Company.