Mysore Petro Chemicals Ltd

To the Members,

Your Directors have pleasure in presenting the Fifty-Fourth Annual Report together with the Audited

Financial Statements of your Company for the year ended 31^st March, 2024.

1. Financial Results

(Rs. in lakhs)

2. Operational review

The Company is engaged in the trading of petrochemicals products. During the financial year 2023-24, total revenue amounted to Rs. 4,206.43 lakhs as compared to Rs. 3,107.09 lakhs in 2022-23.

The net profit after tax for FY 2023-24 is Rs. 916.29 lakhs as against profit Rs. 408.88 lakhs for the of previous year.

3. Dividend

The Board of Directors have recommended a dividend of Rs. 2.50/- per equity share having face value of Rs.10/- each (25%) for the year ended 31st March, 2024 aggregating to Rs. 164.59 lakhs. As per the provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

4. Nature of Business

The Company is engaged in the trading of Petrochemicals. During the year under review, there was no change in nature of the business of the Company.

5. Material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this report

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

6. Particulars of Loans, Guarantee and Investments

Details of Loans, Guarantee and Investments covered under the provision of the Section 186 of the Companies Act, 2013 ("the Act") are given in the notes to the Financial Statements.

7. Subsidiaries/ Associates or Joint Venture

During the year, the Company acquired 80% equity stake in M/s. Q C Polymer Limited and it became a subsidiary of the Company with effect from 18^th January, 2024. The Consolidated Financial Statements of the Company are prepared in accordance with the applicable provisions of the Act and the IND AS. The Audited Consolidated Financial Statements together with the Auditor's Report thereon forms part of this Annual Report.

In accordance with the provision of Section 129 of the Act, a statement containing salient features of the financial statements of the subsidiary in Form AOC-1 is attached with this Annual Report. The financial statements of the subsidiary are placed on the website of the Company and available for inspection by the members of the Company. A copy of the audited accounts shall be made available to the member upon request.

8 Management Discussion and Analysis

The present business of the Company revolves around the trading in petrochemical products. In view of the ongoing activities, the information related to segment wise reporting, we report that during the year under review the Company acquired 80% stake in M/s. Q C Polymer Limited thereby the consolidated income generated by the Company is also by way of recycling of plastic waste other than the standalone trading income generated by the Company. The information related to opportunities and threats, industry structure and developments, etc. are not applicable. There were no material development in human resources. The report on review of financial has already been stated and disclosed. ratios along with relevant explanations are The details of significant given below, to the extent they are applicable:

9. Directors and Key Managerial Personnel a. Re-appointment of Director

In accordance with the provision of Section 152 of the Act, read with the Companies (Management and Administration) Rules, 2014, Shri Nikunj Dhanuka (DIN 00193499) who retires by rotation and being eligible has offered himself for re-appointment.

All Independent Director of the Company have furnished declarations under section 149(7) confirming they meet the criteria of the independance laid down in section 149(6) of the Act and SEBI Listing Regulations.

In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency to discharge their respective duties and responsibilities.

The members may note that the term of Shri Anil Kochar and Shri Shrikant Somani as an Independent Director shall end on 31^st July, 2024. The Board is in the process of identifying suitable candidates to replace the outgoing Independent Directors.

The Key Managerial Personnel of the Company as on 31^st March, 2024 are Shri M M Dhanuka, Managing Director, Shri Nilesh Panchal, Chief Financial Company Secretary. During the year under review , there was no change in the Key Managerial Personnel of the Company.

Number of Meetings of the Board

During the year, five Board Meetings were Report on Corporate Governance forming part of the Annual Report of the Company.

b. Board Evaluation

The annual evaluation of the performance of the Board of Directors, Committee and of the Directors individually was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The evaluation form covered criteria such as transparency, flow of information, competency, diversity, experience, knowledge, adequacy of time, independence, decision making, deliberations at the meeting, etc. The evaluation guidelines were designed after taking into account the suggestions from the directors.

c. Remuneration Policy

The details of the Remuneration policy forms part of the Corporate Governance Report. The information related to remuneration as required pursuant to Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the said Rules")for the financial year

(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company Shri M M Dhanuka, Managing Director - 15.82:1

(ii) The Percentage increase in the remuneration of Managing Director, Chief Financial Officer and Company Secretary MD-7.5%, CFO- 12% and CS- 8%

(iii) The percentage increase in the median remuneration of the employee 6%

(iv) Number of permanent employees on the payrolls of the Company 7

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Managerial 9.16%, Below Managerial level NIL

It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.

There is no employee other than the Managing Director in respect of whom the information under the Rule 5(2) of the said Rules is required to be provided.

10. Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanation obtained by us, in terms of Section 134(3)(c) of the Act, we state:

a. that in the preparation of the annual financial statementsfor the 31^st March, 2024, all the applicable accounting standards have been followed and no material departures have been made from the same;

b. that appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2024 and of the profit of the Company for that year; sufficient care has been taken for the maintenance of adequate accounting

c. that proper and records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing/ detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. Particulars of Contracts and Arrangements with Related Parties

All transactions entered into with related parties as defined under the Act and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on an arm's length basis and necessary approvals were obtained, wherever required.

The necessary disclosures regarding the transactions are given in the notes to accounts.

The Policy on the Related party Transactions can be accesed at http://www.mysorepetro.com/ wp-content/uploads/2023/03/MPCL-PRT-Policy.pdf

The disclosure in Form AOC-2 is attached to this Report as ‘Annexure-I'.

a. Statutory Auditors

M/s RMJ & Associates LLP were appointed as Statutory Auditors of the Company by the members of the Company at the 52^nd AGM held on 27^th September, 2022, for a period of five years and they shall hold office till the conclusion of the 57 th AGM to be held in the year 2027.

The Auditor's Report does not contain any qualification, reservation or adverse remark Statutory Auditors have not reported any incident of fraud to the Audit Committee pursuant to Section 143(12) of the Act.

b. Secretarial Audit

The Secretarial Audit Report for the year 2023-24 provided by M/s MMJB & Associates LLP, Practicing Company Secretaries is annexed herewith as "Annexure-II".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy and technology absorption is not applicable to the Company. During the year under review, the foreign exchange earnings and outgo was NIL (previous year NIL).

14. Report on Corporate Governance

The Company has complied with the requirement of conditions of Corporate Governance. The disclosures as required under Schedule V to the SEBI Listing Regulations together with a certificate from the Practicing Company Secretaries of the Company regarding compliance of conditions of Corporate Governance forms part of Annual Report.

15. Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company as at 31^st March, 2024 is uploaded on the Company's website www.mysorepetro.com/ corporate-announcement/

16. Transfer of Unclaimed Dividend / Shares to IEPF

In accordance with the provisions of Sections 124, 125 of the Act, read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") the amount of dividend or any other amount remaining unclaimed or unpaid for a period of seven years is required to be transferred to the IEPF Authority. Further, all the shares in respect of which dividend remained unclaimed or unpaid for seven consecutive years or more, shall also be transferred to the IEPF Authority.

In pursuance of the above, Company had during the financial year 2023-24 transferred to IEPF

Authority the shares on which dividend was not paid or claimed for seven consecutive years. Members whose shares were so transferred can claim their dividend and shares from the IEPF Authority by filing an online application through web-based Form IEPF-5 available at https://www.iepf.gov.in/content/iepf/global/master/Home/Home.html Members are advised to claim any unencashed dividends.

The shareholders may note that the dividend declared in the financial year 2016-17 and remaining unclaimed are due to be transferred to the IEPF on 13th October, 2024. Further, if the shareholders have not claimed dividend for any of the seven consecutive years i.e. between FY 2016-17 to FY 2022-23, the underlying shares shall also be transferred to IEPF. The shareholders are advised to forthwith claim their dividend by writing to the Company/ RTA.

The Company has uploaded the details of unclaimed dividend on the Company's website at www.mysorepetro.com/investor-information/

The Company Secretary of the Company has been designated as the Nodal Officerwho contacted for any guidance/assistance to claim the dividend and shares from IEPF Authority.

17. Contribution to the Exchequer

The Company has contributed Rs. 630.59 lakhs to the exchequer on account of income tax, GST, etc.

18. Vigil Mechanism Policy

The Vigil Mechanism Policy provides for the directors, employees and third parties dealing with the Company to report any instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that effects the operational and financial integrity and actual or suspected instances of leak of unpublished price sensitive information that could adversely impact operations, business performance and/or reputation.

The Policy provides for adequate safeguards to ensure that no employee or any other person is victimised or harassed for reporting and bringing up such incidents in the interest of the Company. The Audit Committee reviews the functioning of the Policy and no person has been denied access to the Committee for this purpose. The details of the Vigil Mechanism has been elaborated in the Corporate Governance Report and posted on the Company's website http://www.mysorepetro.com/ corporate-governance/

19. Prevention of Sexual Harassment

No complaints pertaining to sexual harassment of women employees were received during the year. In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work place.

20. Details of significant and material orders

The operations at Phthalic Anhydride Plant at Raichur, Karnataka were closed since July 2013. The Workmen's union of the unit had raised certain additional demands and the matter was referred to the Industrial Tribunal, Hubbali, Karnataka by the Labour Department, Government of Karnataka. Subsequent the matter has been decided in favor of the workmen's union and the Company is directed to pay monetary benefits which is estimatedtobe Rs. 1,555.63 lakhs. The Company is in the process of filing a writ petition against the said order.

Other than the aforesaid, there are no significant and material orders passed by the courts or regulators or tribunals impacting the ongoing concern status and the Company's operations. However, members' attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the financial statements.

21. Other disclosures

a. There is no change in the share capital structure during the year under review.

b. During the year, the Company has not accepted or invited any deposits from the Public.

c. The Company do not propose to transfer any amount to the General Reserves.

d. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

e. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

f. During the year under review the Company was not obliged to spend any amount towards the Corporate Social Responsibility. The CSR Policy of the Company can be accessed at www.mysorepetro.com/csr/

g. During the year under review the Company is not required to have risk management policy.

22. Acknowledgement

Your Directors would like to convey their sincere appreciation to all stakeholders for their continued support.