Triochem Products Ltd

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MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members,

Your directors have great pleasure in presenting the 53^rd Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31,2025.

1. RESULTS OF OUR OPERATION AND STATE OF AFFAIRS

a) Financial Highlights

The audited financial statement of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

fAmount in Rs fakhs except EPS

* Previous year's figure has been recasi/restated. The above figures are extracted from the audited standalone financial statements of the Company as per the India Accounting Standards (IND AS). Equity shares are at par value of Rs. 10 per share.

b) Overview of Company's Financial Performance and State of Affairs:

During the financial year 2024-25, revenue from operations is Rs. Nil. The loss after tax for the current year is Rs.40.01 lakhs against loss of Rs.101.33 lakhs in the previous year.

The Company has temporarily reduced activity after the Covid-19 pandemic. The business that requires personal presentation & relationship building has taken a tremendous hit & is unlikely to see any possibility of revival in the immediate future, business from the regular customers is shrink, we do not see significant improvement. Therefore, the Company has temporarily reduced activities till a clearer picture emerges.

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business. The Company is working towards being resilient in order to sail through the current situation, ft is focused on controlling the fixed costs, maintaining liquidity and closely monitoring the supply chain to ensure that the manufacturing facilities to restart smoothly. The market is expected to be stable during the end of FY2025-26, with the expectation of an improvement in the market conditions during the year, the Company will endeavor to perform better than last year.

As regards to infrastructure, Your Company's head office and factory are adequately equipped to provide complete support to the customer. Internal control systems have been well established and cost consciousness in factory operation will lead to improved profitability in the long run.

The Company has sufficient liquidity to meet its financial obligations, and we are also making regular payments to our suppliers, employees, and other people concerned. The liquidity position of the company is in a comfortable zone. Your Directors are confident that the company will improve its performance in the current year

c) Projects And Expansion Plans

The Company assesses the future infrastructure requirements and continuously invests in the same on a needy basis. During the financial year under review the Company has not spent any amount on capital expenditure.

d) Dividend

Since there is a loss, the directors are unable to recommend any dividend for the financial year ended March 31, 2025. The Dividend Distribution Policy of the Company is set out as ‘‘Annexure A" and the same is posted on the Company's website at following the link:

httPS:/Avww.triochemproducts.com4iploads/Investor-relations/pdfs/dividend-distribution-policy-24-

2907.pdf

e) Investor Education and Protection Fund (IEPF)

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no hinds which were required to be transferred to the Investor Education and Protection Fund (IEPF).

f) Transfer to Reserves

The Board does not propose to transfer any amount to general reserve. The Board of Directors has decided to adjust the entire amount of loss for FY 2024-25 in the profit and loss account.

g) Insurance

All properties and insurable interests of the Company, including budding, plant and machinery and stock have been fully insured.

h) Particulars of Loans, Guarantees or Investments

During the year under review, the Company has made investment as on March 31, 2025, are set out in Notes to the Financial Statements of the Company. Further, the Company has not given any loans or corporate guarantee or provided any security covered under the provisions of section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

i) Particulars of Contracts or Arrangements Made with Related Parties

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. All related party transactions are placed before the Audit Committee for review and approval.

All Related Party Transactions entered during the year were on an Ordinary Course of the Business and at Arm's Length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under section 134(3) (h) of the Act in Form AOC-2 is not applicable. Members may refer to note no. 31 of the financial statements which set out related party disclosures pursuant to IND AS-24.

j) Material Changes and Commitments Affecting Financial Position Between The End of The Financial Year and Date of the Report

There are no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report i.e. between 31^st March 2025 to 24^th May 2025.

k) Deposits

The Company has not accepted any deposits from the public/members during the year under review within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal or interest on public deposits was outstanding as on 31st March 2025.

l) Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made, or any proceeding was pending under the ~^&S?ifeency and Bankruptcy Code, 2016 (31 of 2016).

m) One Time Settlement with Bank / Financial Institutions

During the year under review, no one time settlement was done with any of the Banks or Financial Institution.

n) Subsidiaries, Joint Ventures & Associate

The Company does not have any subsidiaries, joint ventures, or associated companies, therefore disclosures in Form AOC-1 are not provided in this report. The policy for determining Material Subsidiaries in terms of Regulation l6(l)(c) of the Listing Regulation is not applicable to the Company. The Company is also not a subsidiary of any other company

o) Change in The Nature of Business

There were no change in the nature of business of the Company during the financial year.

2. CAPITAL STRUCTURE OF THE COMPANY

a) Authorized Share Capital

The Authorized Share Capital of the Company as at March 31,2025, was Rs.25,00,000/- (Rs. Twenty-Five Lakh Only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity shares of Rs.10/- each.

b) Issued, Subscribed & Paid-up Share Capital

The Paid-up Equity share capital as at March 31, 2025, was Rs.24,50,000/- (Rs. Twenty-Four Lakh Fifty Thousand only) divided into 2,45,000 (Two Lakh Forty-Five Thousand) Equity shares having face value of Rs.10/- each fully paid up. There was no change in the paid-up share capital of the Company during the financial year 2024-25.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock neither options nor sweat equity.

3. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

(1) Global Pharma Industry Review

The world pharmaceutical industry is one of the top performing industries globally. New medications are constantly being developed, approved and marketed, resulting in significant market growth. Other market growth drivers include the aging population, as seniors use more medicines per capita and there is a rise in the prevalence and treatment of chronic diseases. The revenue in this sector is anticipated to exhibit an annual growth rate (CAGR 2024-2028) of 6.19%, resulting in a market volume of US:l,470.00bn by 2028. https://www.statista.com/outlook/hmo/Dhaimaceuticals/worldwide

(2) Indian Pharma Industry Review

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume and is known for its generic medicines and low-cost vaccines. India is one of the biggest suppliers of low-cost vaccines in the world. Major segments of Indian Pharmaceutical Industry include generic drugs, OTC medicines, bulk drugs, vaccines, contract research & manufacturing,

biosimilars and biologies. Because of the low price and high quality, Indian medicines are preferred worldwide, making it "pharmacy of the world".

The pharmaceutical industry in India is currently valued at $50 Bn. India is a major exporter of Pharmaceuticals, with over 200+ countries served by Indian pharma exports. India supplies over 50% of Africa's requirement for generics, —40% of generic demand in the US and —25% of all medicine in the UK. India also accounts for —60% of global vaccine demand, and is a leading supplier of DPT, BCG and Measles vaccines. 70% of WHO's vaccines (as per the essential Immunization schedule) are sourced from India. https://www.investindia.gov.in/sector/pharmaceuticals

The Indian pharmaceutical industry is projected to grow at a CAGR of over 10% to reach a size of US$ 130 billion by 2030 https: //www. ibef. org/industry/pharmaceutical-india

(3) Key Trends in the Pharma Industry

Changing Government and Regulatory Landscape: Tightening of policy and faster regulatory approvals are increasing competition, requiring companies to be right ‘first time'. With increased vigilance from regulators, a focus on quality assurance and control has become even more critical.

Shifting Industry Dynamics: shift from "Make in India" to "Develop in India", increased globalization, a focus on value addition versus pricing, and change from a competitive to collaborative mind-set

The emergence of New Go-to-Market Models: managing multiple channels and consumers is becoming increasingly critical. The rising role of pharmacists vs. physicians, and patient empowerment are drivers.

Digital: Backbone of Transformation- To remain competitive, companies need to demonstrate agility in responding to the changing relationship dynamics triggered by new digital players and invest in data and analytics capabilities.

(4) Active Pharmaceutical Ingredient

The Active Pharmaceutical Ingredient (API) is the vital, biologically active compound in pharmaceutical products driving therapeutic effects. Whether chemically synthesized or sourced from nature, APIs play a pivotal role globally in the pharmaceutical supply chain, serving as the foundation for drug development and manufacturing. As the pharmaceutical industry evolves towards cutting-edge therapeutics and innovative delivery systems, the demand for sophisticated APIs is likely to increase.

(5) Global API Market

The global active pharmaceutical ingredients market size was estimated at USD 237.47 billion in 2023 and is expected to grow at a compound annual growth rate (CAGR) of 5.75% from 2024 to 2030. Advancements in Active Pharmaceutical Ingredient (API) manufacturing growth of the biopharmaceutical sector, and an increase in geriatric population are among the key drivers of API

market. An increase in prevalence of chronic diseases, such as cardiovascular diseases and cancer, is anticipated to boost market growth.

https://www.grandviewresearch.com/industrv-analvsis/active-Dharmaceutical-ingredients-market

Favorable government policies for API production, along with changes in geopolitical situations, are boosting market growth. The API market is undergoing immense changes due to supply chain disruption by COVID-19. Countries such as India are being preferred over China for the export of API owing to geopolitical situations and the demand to reduce dependence on China for API products. Furthermore, governments of many countries have formulated plans and granted incentives to promote the production of API.

(6) Indian API Market

The India active pharmaceutical ingredients market size was estimated at USD 18.29 billion in 2023 and is expected to grow at a CAGR of 1.7% from 2024 to 2030. https://www.grandviewresearch.com/industry-analvsis/india-active-Dharmaceutical-ingredients- market-report

The key factors boosting the growth of the active pharmaceutical ingredients market are the rising drug research, rapid technological advancements and development activities for drug manufacturing, the increasing importance of generics, and the increasing uptake of biopharmaceuticals. However, the unfavorable drug price control policies across various nations and high manufacturing costs are expected to hinder the market's growth.

(7) Business Overview

Triochem Products Limited has been manufacturing and providing Active Pharmaceutical Ingredients (API) since its inception in 1972. The Company has temporarily reduced activity after the Covid-19 pandemic till a clearer picture emerges.

The Company is headquartered in Mumbai, and it has its manufacturing facility at Ambemath in Maharashtra. The facility has all the required certifications from Indian authorities.

b) Opportunities, Threats, Outlook, Risks and Concerns

(1) Opportunities

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume and is known for its generic medicines and low-cost vaccines. India is one of the biggest suppliers of low-cost vaccines in the world. The company is well placed to grow as the demand for the product grows with the fact that this product is the fundamental product.

(2) Threats & Concerns

There is significant competition from other Active Pharmaceutical Ingredients (API) manufacturers both within India and foreign, however the markets and volumes are quite large. Further, the government's actions towards price controls on pharmaceutical products might affect the price of the products in the coming times. The ongoing geopolitical crises have led to supply chain disruptions and rising cost of raw materials. Your company is also prone to these near-term risks.

The pandemic's impact on the API market. The API market encountered significant challenges during the recent global health crisis. Disruptions in worldwide supply chains and logistical hurdles, including transportation restrictions and delays, impeded the timely acquisition of raw materials and the distribution of finished forms. Moreover, stringent regulatory measures and increased scrutiny of the pharmaceutical supply chain introduced complexities, resulting in delays in production and approval processes. These collective challenges not only impacted production capacity but also highlighted the need for resilience and adaptability in the API market, but there are vulnerabilities due to the regional dominance and lack of global spread.

(3) Strengths

The company with existing registrations and regulatory approvals has an established customer base in India and in various foreign countries that will enable it to further enhance their growth.

(4) Outlook

The rise in the aging population is one of the major drivers of the pharmaceutical API manufacturing market. As the aging population increases, the demand for pharmaceutical drugs also increases. API acts as a specialty drug in these medicines to cure a particular disease. For instance, in October 2022, according to an article shared by WHO, a Switzerland-based specialized agency of the United Nations responsible for international public health, 80% of senior citizens will reside in low and middle-income nations by 2050.

The rise in chronic conditions is expected to propel the pharmaceutical API manufacturing market going forward. Chronic conditions, also known as chronic diseases, refer to long-term health conditions that last for extended periods, often for a person's entire life, and typically cannot be cured completely. The quality, effectiveness, and safety of the medication depend largely on the API used. Pharmaceutical API manufacturing helps to produce essential medications for managing chronic diseases. Or instance, in 2023, according to the National Library of Medicine, a US-based government medical library, by 2035, nearly 36% of US adults aged 50 and older are projected to have at least one chronic condition, with this number anticipated to rise to almost 48% by 2050. Therefore, the rise in chronic conditions is driving the pharmaceutical API manufacturing market.

The oudook is positive for the company considering its product mix, market conditions and the expected increase in the demand of the product. The focus is to operate with the highest Environment, Health and Safety standards, while improving efficiency, unit costs and ensuring business continuity.

c) Internal Control Systems and Their Adequacy

The Company's defined organizational structure, documented policy guidelines and adequate internal controls ensure efficiency of operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and accurate reporting of financial transactions. The Company continuously upgrades these systems in line with best available practices.

4) Human Resources

Human resources continue to be one of the critical assets of the organization. Attracting relevant talent remains the Company's key focus. It pays special attention to training, welfare and safety of its people, strengthening human capabilities.

e) Investor Relations and Engagement

Investor Relations (IR) is playing an increasingly important role in today's volatile world in enabling companies to manage investor expectations. The objectives of Company's investor relations activities are to boost confidence and develop a long-term relationship of trust with stakeholders including Shareholders, Investors & Analysts, through true and fair disclosure of information. To pursue these objectives at all times, your Company continuously discloses necessary information.

I) Segment wise or Products wise Performance; Financial Performance and Ratios

The Company is a single segment Company engaged in the business of Bulk Drugs. During the year under review, due to temporarily reduced activity due to the impact of Covid-19 pandemic. The revenue from operations is Rs. Nil because of temporarily reduce in manufacturing activities. A detailed financial overview of the Company for the FY 2024-25 is available on the first page of the Board's Report forming part of this Annual Report.

g) Key Financial Ratio

During the year under review, there has been no significant change in return on net worth and key financial ratios as compared to the immediately previous financial year except the return of Equity and Return on Investment.

All the key financial ratios have been disclosed in notes to financial statement. Reasons where variance is more than 25% The Current ratio has increase due to the amount invested into Fixed Deposit in previous year was withdrawn and reinvested into non-current investments.

h) Cautionary Statement

The management discussion and analysis report contain statements which are forward-looking based on assumptions. Actual results may differ from those expressed or implied due to the risk and uncertainties which have been detailed in this report. Several factors as listed in this report could make significant difference to the Company's operations. Investors, therefore, are requested to make their own independent judgments and seek professional advice before taking any investment decisions.

4. CORPORATE GOVERNANCE

a) Report on Corporate Governance

In terms of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, states that, The Compliance with the corporate governance provisions as specified in regulation 17, [17A,] 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule jvV shall not apply, to listed entities having paid up equity share capital not exceeding rupees ten crore ^aml net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. lia oespect of our Company as on the last audited balance sheet as at 31^st March 2025 paid up equity /OpMtal of the company is Rs.24.50 lakh which is less than ten crores and net worth Rs. 13.67 Crore which is less than rupees twenty-five crore, which is within the limit as prescribed in Regulation 15{2) of SEBI (LODR) Regulations, 2015.

Hence, due to applicability of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provision are not applicable to our Company. Further, when the provision of the said regulation becomes applicable to the Company at a later date, the same shall be complied with within six months from the date on which the provisions become applicable to the Company.

b) Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs.500 crore or more or turnover not exceeding Rs. 1,000 crore or net profit not exceeding Rs.5 crore or more during any financial year, as on the last day of the previous financial year. In respect of our Company as on the last audited balance sheet as at 31^s* March 2025 neither the net worth exceeds Rs.500 crores or turnover exceeds Rs.1,000 crore or net profit exceeding Rs.5 crore. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

c) Directors and Key Managerial Personnel

(1) Composition of the Board of Directors

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provision of the Companies Act, 2013, (‘Act') or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company's policy is to have an appropriate blend of non-executive and independent directors, to maintain the independence of the Board functions of governance and management. No changes have taken place in the Composition of the Board from the date of last Annual Report.

The composition of the Board of Directors is hilly complied with the provision of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, including the appointment of requisite number of Independent Directors and Woman Director. As on 31^s* March 2025, the Board comprised of two (2) Non-Executive Independent Directors and four (4) Non-Executive NonIndependent Directors, including Woman Director is a Non-executive Non-Independent Directors. The Board has no institutional director.

The Company believes in a well-balanced and diverse Board which enriches discussions and enables effective decision-making. The Board of the Company is diverse in terms of qualification, competence, skills, and expertise which enables it to ensure long-term value creation for all the stakeholders. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected.

Changes During the Year

Yes, there is a change in the Board of Directors from the date of the previous Annual Report.

(b) Tenure completion of Mr. Sunil Satyanarayan Jhunjhunwala (DIN 00312529), Non-Executive Independent Director and Mr. Girish Kumar Pungalia (DIN 00032757), Non-Executive Independent Director form the Board of the Company after completing 2^nd term of five (5) years w.e.f. 29* March 2025.

(c) Based on the recommendation of the Nomination and Remuneration Committee, the Board of Director of the Company approved the appointment of Mr. Shailendra Omprakash Mishra (DIN 07373830) as an Additional Non-Executive Independent Director and Mr. Vipul Amul Desai (DIN 02074877) as an Additional Non-Executive Independent Director of the Company for the First term of five (5) consecutive years with effect from 29* March 2025, subject to approval of shareholders in the forthcoming General Meeting, is proposed at the ensuing AGM for the approval of the Members by way of special resolution no. 6 and 7.

(d) No changes have taken place in the Key Managerial Personnel (KMP) from the date of the previous Annual Report.

(3) Retirement by Rotation and Subsequent Re-appointment

In accordance with the provision of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification^) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company. Mr. Rajesh Ramu Deora (DIN: 00312316) Non-Executive Non-Independent Director and Mr. Ramu Sitaram Deora (DIN: 00312369) NonExecutive Non-Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment, on the recommendation of the Nomination and Remuneration Committee and Board of Directors. In accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, the Independent Directors and the Managing Director of the Company are not liable to retire by rotation.

The said re-appointment terms and conditions thereof shall be approved by the members at ensuing AGM as per the provision of the Act and Listing Regulations, Accordingly, a resolution is being proposed in the notice of 53"¹ AGM for the approval of the members of the company refer to items no. 2,3 and 5.

Pursuant to the provision of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard 2 on General Meeting issued by Institute of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be appointed/re-appointed are provided as an annexure to the notice convening the AGM.

(4) Independent Directors with Materially Significant, Pecuniary, or Business Relationship with the Company

There is no pecuniary or business relationship between the Non-Executive/Independent Directors and the Company. A declaration to this effect is also submitted by all the Directors at the beginning , of each financial year.

(5) Declaration of Independent Directors & Adherence to The Company's Code of Conduct for Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1) (b) of the SEBI Listing Regulations.

Based on the declarations and confirmation of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Company's code of conduct.

d) Director Responsibility Statement

Based on the framework of internal financial control and compliance system established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial control over financial reporting by the Statutory Auditor and the reviews performed by Management and the relevant Board Committee, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013 (including any statutory modification(s) for the time being in force) with respect to the Directors' Responsibility Statement, to the best of their knowledge and ability, it is hereby confirmed that for the year ended March 31, 2025:

(1) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule in to the Act, have been followed and there are no material departures from the same;

(2) 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 as at March 31, 2025, and of the profit/loss of the Company for the financial year period from April 1, 2024 to March 31, 2025.

(3) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) the Directors have prepared the annual accounts on a ‘going concern' basis;

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

(6) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

e) Committees of The Board

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Three (3) Committees as on 31^s* March 2025, along with their composition, number of meetings and attendance at the meetings are provided:

(1) Audit Committee

The Audit Committee functions in accordance with Section 177 of the Act, 2013 read with the Rules issued there under and Regulation 18 of the Listing Regulations and its Charter adopted by the Board. The terms of reference of the Audit Committee. The members of the Audit Committee are financially literate and have experience in financial management. The Audit Committee comprises of the following directors and Attendance of Directors at the Committee Meetings held during the financial year ended 31^s* March 2025. There is a change that has taken place with the members of the Committees from the date of the last Annual Report.

There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

(2) Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) functions in accordance with Section 178 of the Act, 2013 and Regulation 19 of the Listing Regulations, 2015 and its Charter as adopted by the Board. The Nomination and Remuneration Committee comprises of the following directors and Attendance of Directors at the Committee Meetings held during the financial year ended 31^st March 2025. There is a change that has taken place with the members of the Committees from the date of the last Annual Report.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

(3) Stakeholders'Relationship Committee

The Stakeholders Relation Committee (SRC) looks into various aspects of interest of shareholders. The Committee oversees the performance of the Registrar and Share Transfer Agents of the Company relating to investor service and recommends measures for improvement. The company is having a Stakeholders Relationship Committee comprising of the following directors and Attendance of Directors at the Committee Meetings held during the financial year ended 31^s* March 2025. There is a change that has taken place with the members of the Committees from the date of the last Annual Report.

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors of the Company.

f) Board meeting held during the year (1) Board of Director

The Board of Directors meet five (5) times during the financial year. The dates on which the meetings were held are 28^th May 2024, 13* August 2024,13^th November 2024,12* February 2025, and 28* March 2025. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days.

(2) Independent Director: Schedule IV of the Companies Act, 2013 and the Rules thereunder and Regulation 25(3) of SEBI (LODR) Listing Regulation 2015, the independent director held their : separate meeting on 21^st March 2025, without attendance of non-independent directors and

members of Management, to inter alia: All Independent directors were present in the meeting.

(3) Attendance of Directors

Attendance of Directors at the Board Meetings held during the financial year ended 31" March 2025 and at last AGM:

g) Evaluation of Performance of The Board, Its Committees and Directors (1) Key Managerial Personnel (KMP)

Mr. Ramu S. Deora, Director; Mr. Puran J. Parmar, Chief Financial Officer; and Mrs. Ureca Deolekar, Company Secretary & Compliance Officer, are Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulations 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the Key Managerial Personnel (KMP) during the financial year.

(2) Remuneration of Directors, Key Managerial Personnel, and Particulars of Employees

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modifications (s) or re-enactments(s) thereof for the time being in Force). The information required under Section 197 of the Companies Act, 2013

read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification^) or re-enactment(s) thereof for the time being in force) in respect of Directors/employee of the Company is as follows:

The company director has forgone remuneration. Further no sitting fee has been paid to any director during the financial year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

(a) Employed throughout the year Nil

(b) Employed for part of the year Nil

The increase in remuneration of employees other than the Key Managerial Personnel is considerably in line with the increase in remuneration of Key Managerial Personnel. It is affirmed that the remuneration paid to the Directors, Key Management Personnel and senior management is as per the Nomination and Remuneration Policy of the Company.

The number of permanent employees on the rolls of company: 10.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such a member may write to the Chief Financial Officer in advance.

h) Corporate Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates the formulation of certain policies for all listed companies. The corporate governance policies are available on the Company's website at https://www.triochemproducts.com under the head "Investor Relations" Search by Year "2024-25". The policies are reviewed periodically by the Board and updated as needed. Key policies that have been adopted are as follows:

(1) Nomination & Remuneration Policy

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment if Executive, NonExecutive and Independent Directors on the Board of Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013 (including any statutory modification^) or re-enactment(s) thereof for the time being in force). The Policy is available on the website of the Company at the following link: https://www.triochemnroducts.com/uoloads/Investor-relations/pdCs/nomination-and- remuneration-policv-26.pdf

(2) Directors Appointment and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed i a Policy for selection and appointment of Directors & Senior Management and their remuneration.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Act and Regulation 19 of the Listing Regulations is available on the website of the Company at the following link: https ://www.triochemoroducts. com/uploads/Investor-relations/pdfs/appointment-evaluation-of- board-of-dirertors-kmps-and-senior-management-personn-27.pdf

(3) Performance Evaluation of The Board, Its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance-related aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairperson and NonIndependent Directors, was also carried out by the Independent Directors in their meeting held on 21^st March 2025.

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.

(4) Terms and Conditions for the Appointment of Independent Director

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, experience and expertise in chemicals/manufacturing industry, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold standards of integrity. They have played a pivotal role in safeguarding the interests of all stakeholders. The Company has also issued formal appointment letters to all the Independent Directors in the manner provided under the Companies Act, 2013 read with the Rules issued there under. The terms and conditions for appointment of independent director and a sample letter of appointment issued to the, are posted on the Company's website under the section ‘Investor Relations' tab ‘Appointment of Non-Executive Independent Director' at following the link: https://www.triochemproducts.com/uploads/Investor-relations/pdfs/terms-and-condition-of- appointment-of-independent-directors-veri)3-4049.pdf

The Independent Directors of the Company got included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

(5) Familiarization Programme for The Independent Directors

The Independent Directors are familiarized through various programmes on a continuing basis including: (a) Nature of the industry in which Company operates; (b) business model of the Company; (c) roles, rights, responsibilities of Independent Directors etc.,

In Compliance with the requirements of SEBI Regulations, familiarization programme along with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. it is also display on website of the Company at following the link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfs/familarization-program-for- independent-directors-ver02-23-1731 .pdf

(6) 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 day-to-day business operations of the company. 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 workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. The Code has been displayed on website of the Company at following the link: https://www.triochemproducts.com/uploads/lnvestor-relations/pdfs/director5-seiiior- manaeement-personnel-24.pdf

(7) Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures. The Code of Conduct to Regulate, Monitor and Report Trading by employees and other connected people has been displayed on website of the Company at following the link: https://www-triochemproducts.com/uploads/Investor-relations/pdfs/code-of-practices-- procedures-for-fair-discf osure-of-unpublished-price-sensitive-1710. pdf

(8) Related Party Transaction

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at following link:

https://www. triochemproducts.com/uDloads/Investor-relations/pdfs/related-party-transactions- ver03-25-404l.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

jff) Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms that no Director/employee has been denied access to the Chairman and Audit Committee and that no complaints were received during the year.

The said Policy provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of the Company. The Company believes in the conducts of the affairs of its constituents by adopting the highest standards of professionalism, honest, integrity and ethical behavior, in line with the TPL Code of Conduct (‘Code'). All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies, or the law. The Company maintains a website where detailed information of the company and its products are provided.

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 behavior the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, ‘Whisde Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

This policy is available on the website of the Company at following link:

https://www.triochemproducts.com/uploads/Investor-relations/pdfsMgil-niechanism--whistle-blower-policy-28.pdf

i) Annual Return

The Annual Return of the Company as on March 31, 2025, in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rides, 2014, is available on the website of the Company at the following link:

https ://www.triochemproducts.com/uploads/lnvestor-relations/pdfs/draft-annual-retum-202425- 4042.pdf

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (form MGT- 9) as part of the Board's Report, voluntary basis is attached as "Annexure B" form parts of the Board's Report.

Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

k) Listing

The equity shares of the Company are listed on BSE Limited, Mumbai. The Company has paid Annual Listing fees for the year financial year 2024-25 and 2025-26. There was no suspension on shares of the Company during the year.

l) Depository Services

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL), As a result, the investors have an option to hold the shares of the Company in dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE331E03013-

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings hi electronic form.

m) Internal Financial Control and Their Adequacy

The Company has in place Internal Financial Control Systems, commensurate with the nature of its business and the size, scale, and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances, and other regulatory compliances. The internal control procedures have been planned and designed tc safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are probably authorized, recorded, and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with the policy adopted by the company. The company continues tc ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

As required by the Companies Act 2013, your Company has implemented an Internal Financial Control (IFC) Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors Responsibility Statement that your Company has laid down internal financial controls, which are in existence, adequate and operate effectively. Under Section 177(4)(vii), the Audit Committee evaluates the internal financial controls and makes a representation to the Board. The purpose of the IFC is to ensure that policies and procedures adopted by your Company for ensuring the orderly and efficient conduct of its business are implemented, including policies for and the safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The IFC implementation required all processes of your Company to be documented alongside the controls within the process. All processes were satisfactorily tested for both design and effectiveness during the year.

The TPL code of conduct and accompanying training seeks to ensure everyone in your Company understands how to put values into practice. Mandatory training on the Code of Conduct helps your Company's employees gain the confidence to make the right decisions and become familiar with the policies and procedures applicable to their areas of operation, avoid conflicts of interest and report all unethical and illegal conduct. Additionally, employees are required to certify in an annual basis whether there have been any transactions which are fraudulent, illegal or violate of the Code of Conduct. Strong oversight and self-monitoring policies and procedures demonstrate your Company's commitment to the highest standards of integrity. Your Company has also successfully complemented its Internal Control Framework with the test of design and effectiveness of all its processes across the organization as part of meeting the requirements of the Companies Act, 2013, to ensure the existence and effectiveness of Internal Financial Controls.

The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. The ultimate objective being a Zero Surprise, Risk controlled Organization.

n) Significant and Material Order

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

5. AUDIT AND AUDITORS

a) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Kami Doshi Associates LLP, (Firm Registration No. 104746W/ W100096), are appointed as the Statutory Auditors by the Members in the Annual General Meeting held on 26* August 2022 to hold office until the conclusion of 55^th Annual General Meeting to be held in the financial year 2027-28.

The requirement for the annual ratification of auditors' appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018. The auditors have confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors' comments on your Company's account for the year ended March 31, 2025, are self-explanatory in nature and do not require any explanation. The Auditors' Report does not contain any qualification, reservation, adverse remark, disclaimer, or modified opinion remarks.

b) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification^) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on 24* May 2025 have Re-appointed M/s. Haren Sanghvi & Associates, Chartered Accountant as Internal Wditors of the Company for the Financial Year 2025-26, to conduct Internal Audit of the Company. The

Internal Auditors report to the Audit Committee of the Board, which helps to maintain its objectivity and independence. The scope and authority of the Internal Audit function is defined by the Audit Committee. The Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Pursuant to SEBI Listing Regulations, 2015 it is proposed to appoint M/s. Ragini Chokshi & Co. Practicing Company Secretary (Firm Registration No. 92897), as the Secretarial Auditors of the Company for a term of 5 years to conduct the annual secretarial audit, commencing from financial year 2025-26 to 2029-30 subject to approval of Shareholders by way of Ordinary resolution as proposed in the Notice of 53^rd Annual General Meeting resolution no. 4.

The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31,2025, is annexed herewith as "Annexure C" form parts of the Board's Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Report.

d) Cost auditor

The Central Government of India has not specified the maintenance the of cost records under subsection (1) of section 148 of the Act for any of the products of the company. Accordingly, during the year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

e) Reporting Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

6. HUMAN RESOURCE MANAGEMENT

a) Human resources policy is aimed at having a universal and scientific method to hire the best talent in the industry with optimum skills and aptitude required for the job. The company has always recognized talent and has judiciously followed the principle of rewarding performance. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company continued the welfare activities for the employees, which include Medical Care, Group Insurance and Canteen Facility. To enrich the skills of employees and enrich their experience, the Company arranges, Practical Training Courses by Internal and External Faculty.

Afour Directors also wish to place on record their appreciation for the dedication and commitment Wfrplayed by all executives' officers and staff at all levels of the company.

b) Particulars of employees

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in above point number 4(g)(2).

c) Prevention of Sexual Harassment at Workplace

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company 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 and the Rules made thereunder. The Company has arranged interactive awareness workshops in this regard for the employees at the manufacturing sites & corporate office during the year under review.

During the year no complaints were received by the Internal Complaints Committee of the Company. The Company has complied with provisions relating to the constitution of internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

This policy is available on the website of the Company at following link:

https://www.triochemproducts.comAiploads/Investor-relations/pdfe/Drevention-of-sexual-harasment-at-workpalce-policv-78.pdf

d) Health, Safety and Environment

The Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products, and services. Your Company has been continuously taking various steps to develop and adopt Safer Process technologies and unit operations. The Company has been investing in areas such as Process Automation for increased safety and reduction of human error element, Enhanced level of training on Process and Behavior based safety, adoption of safe & environmentally friendly production process, Installation of reactors, Multiple effect evaporator, etc. to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

e) Industrial Relations:

Industrial relations have been cordial at the manufacturing units and corporate office of the Company.

7. CONSERVATION OF ENEKY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

ja) Conservation of Energy

The information on conversation of energy stipulated under Section 134(3)(m) of the Act read with 113) (Rule 8 of The Companies (Accounts) Rules, 2014, in Form A is annexed herewith "Annexure- D".

b) Technology Absorption

The information on technology absorption stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, in Form B is annexed herewith "Annexure- D",

c) Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, in Form C is annexed herewith "Annexure- D".

8. BUSINESS RESPONSIBILITY REPORT (BRR)

The SEBI (LODR) Regulation 2015 mandates the inclusion of the BRR as part of the Annual Report for the top 1000 listed entities based on market capitalization. Since the Company is not covered under the top 1000 listed entities based on market capitalization, Business Responsibility Reporting is not applicable to the Company.

9. RISK MANAGEMENT

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the company has long been followed the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, the Board members were informed about the risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing, and monitoring the risk management plan for the company. The Audit Committee of the Company has periodically reviewed the various risks associated with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating, and resolving risks associated with the business. In order to achieve-with the key objectives, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are Regulations, competitive, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

Constituting the Risk Management Committee was extended to the top 500 listed entities on the basis of the market capitalization, the same is not applicable to our Company for the year ended March 31,2025. The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors, which is available on the website of the Company at following link:https:/Avww.triochemproducts.com;tiDloads/Investor-relations/pdfs/risk-management-Dolicv-25.pdf

GENERAL DISCLOSURES:

a) Secretarial Standards: The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

b) Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (1BC): During the year, there has been no initiation of any Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 (IBC).

c) Statement of deviation or variation: During the year, the Company has not raised / made offer by way of Public Issue, Right Issue, Preferential Issue, Qualified Institutions Placement (QIP) etc. and therefore it is not applicable to the Company.

d) Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account: The Company reports that no shares issued pursuant to Public Issue remains Unclaimed hence the Clause of Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account is not applicable.

e) The details of difference between amount of the valuation done at the time of a one-time settlement and the valuation done while taking a loan from Banks or Financial Institutions, along with the reasons thereof during the F.Y. 2024-25 and the date of Directors' Report: There was no instance of onetime settlement with any Bank or Financial Institution.

f) Significant and Material Order Passed by the Regulators/Courts/Tribunals: During the year there are no significant material orders passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

g) Reporting of Frauds by Auditors: During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

h) Listing at stock Exchange: The equity shares of the Company continue to be listed and traded in BSE Limited. The Annual Listing fees for the year financial year 202425 and 2025-26 has been paid to the stock exchanges. There was no suspension on shares of the Company during the year.

i) Dematerialization: Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold share in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

j) Awards: Your Company has not received any Award during the financial 202425.

k) Financial Statements: As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing ^ Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued ^Vthereunder, the Financial Statements of the Company for the financial year 202425 have been jkVfirepared in compliance with applicable Accounting Standards and approved by the Board of Directors.

l) The Financial statements of the Company were not revised.

m) Impairment of Assets & Capital Work-in-Progress: In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the company has reviewed the carrying amount of its fixed assets as at the end of the year. Based on the strategic plans and such valuation of the fixed assets of the company, on impairment of assets is envisaged at the balance sheet date.

n) Credit Sating: Credit Rating is not obtained as the same is not required for obtaining the credit facilities from bank.

o) Key Initiatives with respect to Stakeholder Relationship, Customer Relationship, Environment, Sustainability, Health and Safety: The Company to the maximum extent possible under various programmers initiated by the Company, e.g. (a) The Company assists its vendors with prevention of wastage and efficient utilization of resources, (b) All the Equipment and Machinery purchased in new manufacturing plant are clean technology, energy efficient, etc., with numerous stakeholders working across the Company's different locations and operations, it is difficult to estimate the percentage.

p) The Company has not issued any warrants, debentures, bonds, or any non-convertible securities.

q) The Company has not brought back its shares, pursuant to the provision of Section 68 of Act and the Rules made thereunder.

r) The Company has not failed to implement any corporate action.

s) Corporate Governance: In terms of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, states that, The Compliance with the corporate governance provisions as specified in regulation 17, [17A,] 18,19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, to listed entities having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. In case of our Company as on the last audited balance sheet as at 31^s* March 2025 paid up equity capital of the company is Rs.24.50 lakh which is less than ten crores and net worth Rs. 13-67 Crore which is less than rupees twenty-five crore, which is within the limit as prescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. Hence, due to applicability of Regulation 15(2) of Securities and Exchange Board of India (LODR) Regulations, 2015, the corporate governance provision are not applicable to us. When the provision of the said regulation becomes applicable to the Company at a later date, the same shall be complied with, within six months from the date on which the provisions become applicable to the Company.

t) Corporate Social Responsibility: The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs.500 crore or more or turnover not exceeding Rs. 1,000 crore or net profit not exceeding Rs.5 crore or more during any financial year, as on the last day of the previous financial year. In case of our Company as on the fJpMast audited balance sheet as at 31^s* March 2025 neither the net worth exceeds Rs.500 crores or turnover

exceeds Rsl,000 crore or net profit exceeding Rs.5 crore. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

u) Business Responsibility Report: The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for the top 1,000 listed entities based on market capitalization, the same is not applicable to our Company for the year ended March 31,2025.

11. BANK AND CREDIT FACILITIES:

Your Directors wish to place on record their appreciation for the support from Company's bankers namely State Bank of India. The Company's finance position continues to be robust. During the year under review, the cash generation from operation reflect a substantial increase. This has been the Company's philosophy throughout and can be vouched for over the years. The Company is zero debt company. The borrowings are taken for short-term requirements.

ACKNOWLEDGEMENTS:

Your Directors of the Company wish to take the opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support.

Further they would also like to place on record their sincere appreciation for dedication and the hard work put in by all employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

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