Directors Report of Associated Coaters Ltd.

Mar 31, 2025

Your Director''s have the pleasure of presenting the Board''s Report of ASSOCIATED COATERS LIMITED (Formerly Associated Coaters Private Limited) (“the Company”) along with the Annual Audited financial statement for the financial year ended 31st March, 2025 (“the period”).

Further, in compliance with the Companies Act, 2013, (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has made requisite disclosures in this report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

FINANCIAL HIGHLIGHTS		Amount (In Lakhs)
Particulars	Year ended 31st March, 2025	Yearended 31st March, 2024
Turnover (Revenue - Export Incentive)	595.78	537.81
Profit/(Loss) before taxation	143.78	135.03
Less: Tax Expense	39.17	35.29
Profit/(Loss) after tax	106.17	98.74
Balance B/F from the previous year	72.90	68.21
Balance Profit /(Loss) C/F to the next year	173.54	72.90

STATE OF THE COMPANY''S AFFAIRS

Associated Coaters Limited is proud to announce the expansion of its operations with the commencement of powder manufacturing for industrial applications. This strategic move complements our existing line of surface coating services and enables us to offer more integrated, high-performance solutions to our clients. By bringing powder production in-house, we enhance our quality control, reduce lead times, and offer customized formulations to meet the specific needs of industrial sectors.

Key Performance Indicators of Our Company
	S. No	Particulars	(INR)
	1.	Revenue From Operations	595.78
	2.	EBITDA	169.90
	3.	PAT	106.17
	4.	Net-worth	677.83

The highlights ofthe Company''s performance are as under:

¦ Revenue from operations increased from INR 537.81 (in Lakhs) to INR 595.78 (in Lakhs) in the current year from previous year.

¦ Profit for the year has increased from INR 98.74 (in Lakhs) to INR 106.17 (in Lakhs) in the current year from previous year.

¦ Earnings per share have decreased from INR 10.83 to INR 7.85 in the current year from previous year.

All the Equity shares ofthe Company are in dematerialized form with either of the depositories viz. NSDLand CDSL. The ISIN No. allotted to the Equity shares ofthe Company is INE0RIQ01013.

FUTURE OUTLOOK _

Associated Coaters Limited is poised for robust growth in the surface coatings industry, with a strong focus on expanding its footprint in architectural coatings—including high-performance finishes for fagades, windows, doors, and aluminum profiles. Leveraging advanced coating technologies like PVDF, wood finish, and powder coatings, the company aims to serve the evolving aesthetic and durability needs of modern architecture. Simultaneously, the company is actively exploring innovative coating solutions for industrial applications, targeting sectors such as automotive components, electrical enclosures, machinery, and infrastructure. This dual-track strategy positions Associated Coaters Limited as a comprehensive solutions provider committed to quality, customization, and sustainable surface finishing across industries.

CHANGEfSI IN THE NATURE OF BUSINESS. IF ANY

There has been no change in the nature business of the Company during the year under review.

DIVIDEND

The Board has not recommended any dividend for the period under review and the profit is ploughed backfor the business.

TRANSFER TO RESERVES

During the period under review, the Board does not propose to transfer any amount to any reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND The Company does not have any unclaimed dividend.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies as at the end of financial year 2024-25.

As on March 31,2025, the Board of Directors ofyour Company comprises of 5 (Five) Directors out of which 3 (Three) are Non-Executive including 2 (Two) Independent Directors and 2 (Two) are Executive Directors. The Chairperson is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars /directions / notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination and Remuneration Committee (“NRC”) exercises due diligence inter-alia to ascertain the ''fit and proper'' person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

During the year under review, no changes took place in the composition of Board of Directors and Key Managerial Personnel exceptforthefollowing:

Mrs. Navneet Kaur(DIN: 07980468), Non-Executive Director, who was liable to retire by rotation in accordance with Section 152(6) of the Companies Act, 2013, was re-appointed as a Director at the Annual General Meeting held on September 13, 2024. The re-appointment was approved by the shareholders through an ordinary resolution, in compliance with applicable provisions of the Companies Act, 2013, SEBI Listing Regulations, and the Articles of Association of the Company.

Mr. Jay Kumar Shaw ( DIN: 09627535) and Ms. Chetna Gupta (DIN:02212440), who were appointed as an Additional Independent Director of the Company with effect from December 7, 2023, was regularized as an Independent Director at the Annual General Meeting of the Company held on September 13, 2024. Their appointment was approved by the shareholders through an ordinary resolution, in accordance with the provisions of Sections 149, 150, 152, and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulations 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

BOARD COMMITTEES:

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Internal Complaint Committee.

The details of the Board Committees of your Company are as follows:

Audit Committee (“AC”’)

The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 and Regulation 18 of Companies Act, 2013 and SEBI (LODR), 2015 respectively. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:

Sr no.	Name of Director	Designation	Category of Director
1.	Mr. Jay Kumar Shaw	Chairperson	Independent Director
2.	Mr. Jagjit Singh Dhillon	Member	Managing director & CFO
3.	Ms. Chetna Gupta	Member	Independent Director
Nomination and Remuneration Committee f‘NRC”1 The Nomination and Remuneration Committee and the terms of reference ofthe Nomination and Remuneration Committee are in compliance with the provisions of Section 178 and Regulation 19 of Companies Act, 2013 and SEBI (LODR), 2015 respectively. The Nomination and Remuneration Committee consists of the following members:
Sr no.	Name of Director	Designation	Category of Director
1.	Ms. Chetna Gupta	Chairperson	Independent Director
2.	Mrs. Navneet Kaur	Member	Non-Executive Director
3.	Ms. Chetna Gupta	Member	Independent Director
Stakeholder RelationshiD Committee f‘SRC”1 The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 and regulation 20 of Companies Act, 2013 and SEBI (LODR), 2015 respectively. The Stakeholders Relationship Committee consists ofthe following members:
Sr no.	Name of Director	Designation	Category of Director
1.	Mrs. Navneet Kaur	Chairperson	Non-Executive Director
2.	Mr. Jagjit Singh Dhillon	Member	Managing Director & CFO
3.	Mr. Jay Kumar Shaw	Member	Independent Director
Risk Manaaement Committee f‘RMC”1 The terms of reference of the Risk Management Committee are in compliance with the regulation 21 of SEBI (LODR) 2015. The Risk Management Committee consists of the following members:
Sr no.	Name of Director	Designation	Category of Director
1.	Mr. Jagjit Singh Dhillon	Chairperson	Managing Director & CFO
2.	Ms. Chetna Gupta	Member	Independent Director
3.	Mr. Jay Kumar Shaw	Member	Independent Director
Internal ComDlaint Committee f‘ICC”1 The Internal Complaint Committee has been made under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Internal Complaint Committee consists ofthe following members:
Sr no.	Name of Director	Designation	Category of Director
1.	Mrs. Navneet Kaur	Presiding Officer	Non-Executive Director
2.	Mr. Anupam Naskar	Member	NA
3.	Mr. Biswanath Chatterjee	Member	NA
4.	Mrs. Aditi Kohli	External Member	NA

MEETINGS OF THE BOARD OF DIRECTORS, AUDIT COMMITTEE (AC), NOMINATION AND REMUNERATION COMMITTEE (NRC), AND INTERNAL COMPLAINT COMMITTEE (ICC)

During the financial year 2024-2025, 7 (Seven) Meetings of the Board of Directors of the Company, 4 (Four) meeting of the Audit Committee (AC) and 1 (one) meeting of the Nomination Remuneration Committee (NRC), 2(two) meeting of the Risk Management Committee (RMC), 1 (one) meeting of the Stakeholder Relationship Committee, 1 (one) meeting of the Independent Directors (ID) of the Company, and 1 (one) meeting of Internal Complaint Committee (ICC) was held.

The details of Board Meetings are given below:
Date	Serial Number	Board Strength	No. of Directors Present
26th April, 2024	01/BM/2024-2025	5	5
04th June, 2024	02/BM/2024-2025	5	5
28th June, 2024	03/BM/2024-2025	5	5
09th August, 2024	04/BM/2024-2025	5	5
08th October, 2024	05/BM/2024-2025	5	4
13th November, 2024	06/BM/2024-2025	5	5
12th arch, 2025	07/BM/2024-2025	5	5
The details ofthe Audit Committee Meeting are given below:
Date	Serial Number	Board Strength	No. of Directors Present
04th June, 2024	01/AC/2024-2025	3	3
09th August, 2024	02/AC/2024-2025	3	3
13th November, 2024	03/AC/2024-2025	3	3
12th March, 2025	04/AC/2024-2025	3	3
The details ofthe Nomination and Remuneration Committee Meeting are given below:
Date	Serial Number	Board Strength	No. of Directors Present
14th August, 2024	01/NRC/2024-2025	3	3
The details ofthe Internal Complaint Committee Meeting are given below:
Date	Serial Number	Board Strength	No. of Directors Present
26th March,20250	1/2024-2025/ICC	4	4
The details ofthe Risk Management Committee Meeting are given below:
Date	Serial Number	Board Strength	No. of Directors Present
09th August, 2024	01/ RMC/2024-2025	3	3
26th February, 2025	02/ RMC/2024-2025	3	3

The details ofthe Stakeholder Relationship Committee Meeting are given below:
Date	Serial Number	Board Strength	No. of Directors Present
27th March, 2025	01/SRC/2024-2025	3	3
The details ofthe Independent Directors Meeting are given below:
Date	Serial Number	Board Strength	No. of Directors Present
27th March, 2025	01/ID/2024-2025	2	2
The attendance of each Director at the Board Meetings is mentioned below:
Name of Member		Attendance during 2024-2025
Mr. Jagjit Singh Dhillon		7
Mr. Harbhajan Singhthethi		7
Ms. Chetna Gupta		6
Mr. Jay Kumar Shaw		7
Mrs. Navneet Kaur		7
The attendance of each Member at the Audit Committee Meetings is mentioned below:
Name of Member		Attendance during 2024-2025
Mr. Jagjit Singh Dhillon		4
Ms. Chetna Gupta		4
Mr. Jay Kumar Shaw		4
The attendance of each Member at the Nomination and Remuneration Committee Meetings is mentioned below:
Name of Member		Attendance during 2024-2025
Mrs. Navneet Kaur		1
Ms. Chetna Gupta		1
Mr. Jay Kumar Shaw		1
The attendance of each Member at the Internal Complaint Committee Meetings is mentioned below:
Name of Member		Attendance during 2024-2025
Mrs. Navneet Kaur		1
Mr. Anupam Naskar		1
Mr. Biswanath Chatterjee		1
Mrs. Aditi Kohli		1

The attendance of each Member at the Risk Management Committee Meetings is mentioned below:
Name of Member	Attendance during 2024-2025
Mr. Jagjit Singh Dhillon	2
Ms. Chetna Gupta	2
Mr. Jay Kumar Shaw	2
The attendance of each Member at the Stakeholder Relationship Committee Meetings is mentioned below:
Name of Member	Attendance during 2024-2025
Mr. Jagjit Singh Dhillon	1
Mrs. Navneet Kaur	1
Mr. Jay Kumar Shaw	1
The attendance of each Director at the Independent Directors Meetings is mentioned below:
Name of Member	Attendance during 2024-2025
Ms. Chetna Gupta	1
Mr. Jay Kumar Shaw	1

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that: Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the Company has followed the applicable accounting standards and there are no material departures from the same;

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 as at 31st March, 2025 and of the profit and loss 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 Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

The Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD EVALUATION

The Board have undertaken an annual evaluation of the performance of entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with rule 8(4) of the Companies (Accounts) Rules, 2014. The performance evaluation forms were circulated to the Board & Committee members and the responses on the same have been received.

The outcome of the performance evaluation of the Committees of the Board and the Board is presented to the Nomination and Remuneration Committee and the Board of Directors of the Company and key outcomes, and actionable areas are discussed and acted upon.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the period under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118(10) of the Act.

COMPANY''S POLICY RELATING TO DIRECTOR''S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES_

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration. The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The Nomination and Remuneration Policy is available on the Company''s website at www.associatedcoaters.in

CORPORATE SOCIAL RESPONSIBILITY

Provisions relating to Section 135 of the Companies Act, 2013 doesn''t apply to the Company for the financial year ended 31st March, 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of the Company between the end of the period to which this financial statement relates and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

No Loans, Guarantees and Investments covered underthe provisions ofSection 186 ofthe Companies Act, 2013 has been given, provided or made during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions. All the transactions entered into with the Related Parties during the year under review were on an arm''s length basis and were in the ordinary course of business. The Company presented all Related Party Transactions before the Board for their approval specifying the nature, value, and terms and conditions ofthe transaction.

All the related party transactions are presented to the Audit Committee and Board for their approval. Disclosure in Form AOC-2 is enclosed herewith as “Annexure- D”. Your attention is drawn to the related party disclosure made in the note contained in the financial statements ofthe Company reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties. The policy is available on the website ofthe Company at www.associatedcoaters.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:_

The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m)of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed herewith as “Annexure -A”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Report and is enclosed herewith as “Annexure-B”.

CAPITAL STRUCTURE

During the year under review, Company has come up with an initial public offering of 4,22,000 Equity Shares of 10/-each.

UNSECURED LOAN FROM DIRECTORS

During the year under review, the Company has not borrowed an unsecured loan from any ofthe Directors ofthe Company.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY_

Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives that may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis. The policy is available on the website of the Company at www.associatedcoaters.in.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiaries so there is no need to prepare consolidated financial statements for the year2024-2025.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS & COMPANY''S OPERATION IN FUTURE_

During the period under review, the Company has not received any significant orders/ material orders passed by any ofthe Regulators/ Courts/Tribunals impacting the Going Concern status ofthe Company and its operations in the future.

WHISTLE BLOWER/VIGIL MECHANISM POLICY

The Company is committed to maintaining an ethical workplace that facilitates the reporting of potential violations of the Company''s policies and the applicable laws. To promote the highest ethical standards, the Company encourages its employees who have concern(s) about any actual or potential violation ofthe legal & regulatory requirements, incorrector misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/herconcern(s)withoutfearof punishment or unfair treatment. Pursuanttothe provisions of the Act and the Listing Regulations, the Company has established a robust Vigil Mechanism for Directors and Employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation ofthe Company''s Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the Company investigates in such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so. The Whistle Blower Policy/Vigil Mechanism Policy f the Company is available on the website at www.associatedcoaters.in.

DEPOSITS

During the period under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposit) Rules, 2014.

INVESTOR GRIEVANCE REDRESSAL POLICY

Your Company has adopted an internal policy for Investor Grievance handling, reporting and redressalofthesame. ANNUAL RETURN

The Annual Return of your Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(n) ofthe Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 shall be available on the website of the Company at www.associatedcoaters.in.

COST RECORDS

The provisions of Section 148 of the Act regarding the maintenance of Cost records are not applicable to your Company.

INTERNAL FINANCIAL CONTROL

Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Company''s policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Based on the assessment carried out by the Management and the evaluation ofthe results ofthe assessment, the Board is ofthe opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the period under review. There were no instances of fraud that necessitates reporting of material misstatements to the Company''s operations.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per Rule 5 of the Companies (Appointment&Remuneration of Managerial Personnel) Rules, 2014 are annexed as “AnnexureC”.

DISCLOSURE REGARDING THE ISSUE OF EMPLOYEE STOCK OPTIONS

Your Company does not have any Employee Stock Option Scheme/ Plan during the year under review.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT_

During the period under review, there have been no frauds reported by the Statutory Auditors ofthe Company under sub-section (12)ofSection 143oftheAct.

STATUTORY AUDITORS AND THEIR REPORT

M/s. JMP Associates, Chartered Accountants, (FRN NO. 324235E) having their office at 5, Raja Subodh Mallick Square, 2nd Floor, Kolkata - 700013 have been appointed as the Statutory Auditor of the Company by the shareholders in the Annual General Meeting for the F.Y 2022-23 for a period of five years to hold the office till the conclusion of the Annual General Meeting for FY 2027-28.

The Report given by the Statutory Auditors on Standalone Financial Statements ofthe Company for the period under review forms part of the Annual Report. There are no observations (including any qualifications, reservations, adverse remarks, or disclaimers) of the Auditors in the Audit Report. Further, the notes to the accounts referred to in the Auditor''s Report are self-explanatory.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board of our Company at its meeting held on 28th June, 2024 has approved the appointment of M/s Mamta Binani and Associates, Company Secretaries (ICSI Unique Code: P2016WB060900 and Peer Review Certificate No. 6475/2025) pursuant to the recommendation of the Audit Committee, as the Secretarial Auditor of the Company for the Financial Year 2024-25 at a remuneration of Rs. 3,50,000/- per annum plus applicable taxes and reimbursement of actual out of pocket expenses incurred by them during the course of audit.

The Report of the Secretarial Audit for thefinancial year2024-2025 is annexed herewith as “Annexure E”. INTERNAL AUDITORS

The Board of our Company at its meeting held on 28th June, 2024 has approved the appointment of M/s Manish Pandey and Associates, Chartered Accountants (FRN No. 019807C), Noida as the Internal Auditor of the Company for the Financial Year 2024-25, Pursuant recommendation of the Audit Committee, at a remuneration of Rs. 2,00,000/- per annum plus applicable taxes and reimbursement of actual out of pocket expenses incurred by them during the course of audit and be reportable to the Chairman of the Audit Committee.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR

DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTISING COMPANY SECRETARY

IN THEIR REPORTS_

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Report. CORPORATE GOVERNANCE

Since your Company''s Equity shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance Provisions under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to the company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the ''Code'') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure ofthe trading window, no Employee/ Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated Person is permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, Performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

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

The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a “Policy for Prevention of Sexual Harassment of Women at workplace” and also constituted an Internal Complaint Committee, in compliance with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition & Redressal)Act, 2013. The policy adopted by the company for the prevention of sexual harassment is available on the Company''s Website at www.associatedcoaters.in.

DETAILS AND STATUS OF ACQUISITION, MERGER AND MODERNIZATION AND DIVERSIFICATION DURING THE FINANCIAL YEAR 2024-25_

No Acquisition, Merger, Modernization and Diversification have taken place in your Company.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Bigshare Services Private Limited was the Registrar and Transfer Agent of the Company.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

The number of employees as on the closure of the financial year stood at:

Female: 0 Male: 15 Transgender: 0

STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT

The Company hereby confirms that it has duly complied with the provisions ofthe Maternity Benefit Act, 1961, during thefinancial year, and extended maternity benefits to eligible employees as perthe Act."*

*There are no female employees in the Company.

OTHER STATUTORY DISCLOSURES

a. ) The Standalone Financial Statements of the Company are placed on the Company''s website at

www.associatedcoaters.in.

b. ) Details of top ten Employees in terms of the remuneration and Employees in receipt of remuneration as

prescribed under rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Board''s Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

c. ) The Company has not defaulted in repayment of loans from banks and financial institutions. There were no

delays or defaults in payment of interest/principle of any of its debt securities.

d. ) Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code,

2016 againstthe Company.

e. ) During financial year 2024-25, there was no instance of one-time settlement with Banks or Financial Institutions.

Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

ACKNOWLEDGEMENT

The Board places on record its gratitude to the government and regulatory authorities including the Bombay Stock Exchange and the correspondent banks for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates of all employees ofthe Company for their sincere work and commitment.

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Mar 31, 2024

Your Director''s have the pleasure of presenting the 7th Annual Report including Board''s Report of ASSOCIATED
COATERS LIMITED (Formerly Associated Coaters Private Limited) (“the Company”) along with the Annual
Audited financial statement for the financial year ended 31st March, 2024 (“the period”).

Further, in compliance with the Companies Act, 2013, (“the Act”) and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has made requisite disclosures in
this report with the objective of accountability and transparency in its operations to make you aware about its
performance and future perspective of the Company.

FINANCIAL HIGHLIGHTS

Particulars	Year ended 31s1March2024	Year ended 31st March 2023
Turnover (Revenue - Export Incentive)	53,781,002.65	35,894,463.17
Profit/(Loss) before taxation	13,503,333.94	7,401,289.57
Less: Tax Expense	3,529,060.00	1,920,260.00
Profit/(Loss) after tax	10,074,725.89	5,467,758.23
Balance B/F from the previous year	6,820,784.34	1,353,026.11
Balance Profit /(Loss) C/F to the next year	7,290,052.85	6,820,784.34

STATE OF THE COMPANY’S AFFAIRS

The Company is primarily engaged in the business of pre-treatment and coating of aluminium extrusions. The
Promoters successfully executed large-scale projects of powder coating contracts. With a robust management
team boasting significant industry experience, we attribute our market position to the vision of our Promoters and
senior management team, each with over a decade of experience in the industry.

The business organisation was incorporated as a Private Limited Company since December 22, 2017 in the name
of “Associated Coaters Private Limited” under the provisions of the Companies Act, 2013. Subsequently pursuant
to a Special Resolution of our Shareholders passed in the Extra-Ordinary General Meeting held on October 24,
2023, our Company was converted from a Private Limited Company to Public Limited Company and
consequently, the name of our Company was changed to ‘Associated Coaters Limited'' and a Fresh Certificate of
Incorporation consequent to Conversion was issued on December 19, 2023 by the Registrar of Companies,
Kolkata. The Corporate Identification Number of our Company is L28129WB2017PLC224001.

Key Performance Indicators of Our Company:

S.No	Particulars	(INR)
1.	Revenue From Operations	53,781,000
2.	EBITDA	15,047,000
3.	PAT	10,075,000
4.	Networth	16,590,000

The highlights of the Company’s performance are as under:

i

• Revenue from operations increased from INR 35,894,463.17 to INR 53,781,002.65 in the current year from
previous year.

• Profit for the year has increased from INR 5,467,758.23 to INR 10,074,725.89 in the current year from previous
year.

• Earnings per share have decreased from INR 182.26 to INR 10.83 in the current year from previous year.
INITIAL PUBLIC ISSUE OF EQUITY SHARES

After the closure of the period under review, your Company has launched its Initial Public Offer (IPO) and has
infused funds by offering 4,22,000 fresh equity shares (the “Fresh Issue”) to the public. Initial Public Offer (the
“IPO”) was offered to various categories of investors including Qualified Institutional Buyers, Retail Individual
Investors, Non-Institutional Investors, Non-Resident Indians, and Registered Foreign Portfolio Investors, as
permitted under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable
laws. The fresh Equity Shares allotted rank in all respects pari-passu with the existing Equity Shares of the
Company.

The Equity Shares of the Company are listed on June 06, 2024 on the Bombay Stock Exchange Limited (“Stock
Exchange”) on the BSE-SME Platform.

Your Directors placed on record their appreciation of contributions made by the entire IPO team with all the
dedication, diligence, and commitment that led to the successful listing of the Company''s equity shares on the
BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the
Investors, customers, and business partners and your Directors thank them for their confidence in the Company.

All the Equity shares of the Company are in dematerialized form with either of the depositories viz. NSDL and
CDSL. The ISIN No. allotted to the Equity shares of the Company is INE0RIQ01013.

FUTURE OUTLOOK

We have gained a lot of experience in wood finish coating and PVDF Coating where we have added a number of
new custom-made shades and added new coating technologies which are further going to enhance the portfolio of
the company. We have successfully secured new contracts, expanded our market presence, and improved our
production efficiency. Our focus remains on delivering exceptional value to our clients, which, in turn, drives our
growth and enhances shareholder value. We are also exploring strategic partnerships and acquisitions to further
strengthen our market position.

The main object clause and the ancillary object clause of the Memorandum of Association of our Company enable
us to undertake our existing activities and the activities for which we have raised funds through the above Issue.
The existing activities of our Company are within the object clause of our Memorandum. Further, the issue
proceeds as stated above shall be used towards Funding Capital Expenditure towards installation of Plant &
Machinery in our existing premises and fulfilling Working Capital Requirements in order to expand the production
scale and the business.

DISCLOSURES AS PER SCHEDULE V OF THE LISTING REGULATIONS

The disclosures as required under Para A, F & G of Schedule V of the Listing Regulations are part of this Report
and are enclosed herewith as “Annexure - A”.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature business of the Company during the year under review.

DIVIDEND

The Board has not recommended any dividend for the period under review and the profit is ploughed back for the
business.

TRANSFER TO RESERVES

During the period under review, the Board does not propose to transfer any amount to any reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unclaimed dividend.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies as at the end of financial
year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2024, the Board of Directors of your Company comprises of 5 (Five) Directors out of which 3
(Three) are Non-Executive including 2 (Two) Independent Directors and 2 (Two) are Executive Directors. The
Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the
SEBI Listing Regulations and the circulars / directions / notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing
Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination and
Remuneration Committee (“NRC”) exercises due diligence inter-alia to ascertain the ‘fit and proper'' person status
of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends
their candidature to the Board of Directors for consideration.

During the year under review, there following changes took place in the composition of Board of Directors and Key
Managerial Personnel:

Date	Director Name	Position	Change Type	Notes
09/12/2023	Jagjit Singh Dhillon	Managing Director	Appointment	Mr. Jagjit Singh Dhillon was already director of the Company since 22/12/2017 and was appointed as Managing Director w.e.f. 09/12/2023
09/12/2023	Harbhajan Singh Thethi	Whole-time Director anc Chairman	Appointment	-
07/12/2023	Jay Kumar Shaw	Additional Independent Director	Appointment	—
07/12/2023	Chetna Gupta	Additional Independent Director	Appointment	—
30/09/2023	Dibya Prasad	Independent Director	Appointment	-
30/09/2023	Vinay Chowdhary	Independent Director	Appointment	-
07/12/2023	Dibya Prasad	Independent Director	Resignation	The Independent Director tendered its resignation due to pre-occupation and other personal commitments
07/12/2023	Vinay Chowdhary	Independent Director	Resignation	The Independent Director tendered its resignation due to pre-occupation and other personal commitments
07/12/2023	Jagjit Singh Dhillon	Chief Financial Officer	Appointment
07/12/2023	Heenal Hitesh Rathod	Company Secretary Compliance Officer	Appointment	-

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Navneet Kaur (DIN:
07980468) Non-Executive Director of the Company shall retire by rotation at the forthcoming Annual General
Meeting of the Company and being eligible, offers herself for re-appointment. A brief profile of Mrs. Navneet Kaur
has been included in the Notice convening the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 149, 152, and other applicable provisions of the Companies Act, 2013 (the
"Act"), and the Rules made thereunder, Mr. Jay Kumar Shaw (DIN: 09627535) and Ms. Chetna Gupta (DIN:
02212440) were appointed as an Additional Independent Directors on the Board of Directors of the Company
w.e.f. 7th December, 2023 and their term of appointment is due for regularization at the forthcoming Annual
General Meeting as an Independent Director of the Company, to hold office for a term of 5 years, commencing
from 7th December, 2023 to 6th December, 2028 subject to the approval of shareholders in the ensuing AGM.

DECLARATION BY INDEPENDENT DIRECTORS

To bring more experience to the Board, your Company has appointed Mr. Jay Kumar Shaw and Ms. Chetna
Gupta as Independent Directors of the Company. All Independent Directors have given declarations that they
meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulations 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Independent
Directors have also confirmed that they have complied with the Company''s Code of Conduct. The Board opined
and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are
persons of high repute, and integrity and possess the relevant expertise and experience (including proficiency) in
their respective fields.

FAMILIRIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of your company were familiarized with the industry in which your company operates,
the company''s business model and its operations in order to give them an insight into the Company''s business
and its functioning. The Independent directors were also familiarized with their functioning roles rights and
responsibilities as Independent Directors. Details of how the familirization programmes imparted to Independent
Directors is available on the company''s website at www.associatedcoaters.in.

BOARD COMMITTEES:

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for
operational convenience, has constituted several committees to deal with specific matters and has delegated
powers for different functional areas to different committees. The Board of Directors has constituted Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management
Committee and Internal Complaint Committee.

The details of the Board Committees of your Company are as follows:

Audit Committeef“AC”)

The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of
Section 177 and Regulation 18 of Companies Act, 2013 and SEBI (LODR), 2015 respectively. All members of the
Audit Committee are financially literate and have accounting or related financial management expertise. The Audit
Committee consists of the following members:

Sr no.	Name of Director	Designation	Category of Director
1.	Mr. Jagjit Singh Dhillon	Member	Managing director
2.	Ms. Chetna Gupta	Chairperson	Independent Director
3.	Mr. Jay Kumar Shaw	Member	Independent Director

Nomination and Remuneration Committee (“NRC”)

The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration
Committee are in compliance with the provisions of Section 178 and Regulation 19 of Companies Act,2013 and
SEBI (LODR), 2015 respectively. The Nomination and Remuneration Committee consists of the following

members:

Sr no.	Name of Director	Designation	Category of Director
1.	Mrs. Navneet Kaur	Member	Non-Executive Director
2.	Ms. Chetna Gupta	Chairperson	Independent Director
3.	Mr. Jay Kumar Shaw	Member	Independent Director

Stakeholder Relationship Committee(“SRC”)

The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of
Section 178 and regulation 20 of Companies Act, 2013 and SEBI (LODR), 2015 respectively..The Stakeholders
Relationship Committee consists of the following members:

Sr no.	Name of Director	Designation	Category of Director
1.	Mrs. Navneet Kaur	Member	Non-Executive Director
2.	Mr. Jagjit Singh Dhillon	Member	Managing Director
3.	Mr. Jay Kumar Shaw	Member	Independent Director

Risk Management Committee(“RMC”)

The terms of reference of the Risk Management Committee are in compliance with the regulation 21 of SEBI
(LODR) 2015. The Risk Management Committee consists of the following members:

Sr no.	Name of Director	Designation	Category of Director
1.	Ms. Chetna Gupta	Member	Independent Director
2.	Mr. Jagjit Singh Dhillon	Member	Managing Director
3.	Mr. Jay Kumar Shaw	Member	Independent Director

Internal Complaint Committee(“ICC”)

The Internal Complaint Committee has been made under Sexual Harassment Of Women At Workplace
(Prevention, Prohibition And Redressal) Act, 2013.The Internal Complaint Committee consists of the following
members:

Sr no.	Name of Director	Designation	Category of Director
1.	Mrs. Navneet Kaur	Presiding Officer	Non-Executive Director
2.	Mr. Anupam Naskar	Member	NA
3.	Mr. Biswanath Chatterjee	Member	NA
4.	Mrs. Aditi Kohli	External Member	NA

MEETINGS OF THE BOARD OF DIRECTORS, AUDIT COMMITTEE, NOMINATION AND REMUNERATION
COMMITTEE, AND INTERNAL COMPLAINT COMMITTEE

During the financial year 2023-2024, 16 (Sixteen) Meetings of the Board of Directors of the Company, 3 (three)
meeting of the Audit Committee and 1 (one) meeting of the NRC Committee, 1 (one) meeting of the Independent
Directors of the Company, and 1 (one) meeting of Internal Complaint Committee was held.

The details of Board Meetings are given below:

Date	Serial Number	Board Strength	No. of Directors Present
19th July, 2023	01/2023-2024/BM	2	2
28th July, 2023	02/2023-2024/BM	2	2
01st August, 2023	03/2023-2024/BM	3	2
21st August, 2023	04/2023-2024/BM	3	2
01s1 September, 2023	05/2023-2024/BM	3	2
08th September, 2023	06/2023-2024/BM	3	2
lllh September, 2023	07/2023-2024/BM	3	3
20th September, 2023	08/2023-2024/BM	3	2
29th September, 2023	09/2023-2024/BM	3	2
01st October, 2023	10/2023-2024/BM	4	3
23rd October, 2023	11/2023-2024/BM	4	3
07th December, 2023	12/2023-2024/BM	2	2
13th December, 2023	13/2023-2024/BM	5	4
22nd December, 2023	14/2023-2024/BM	5	4
26th December, 2023	15/2023-2024/BM	5	4
15th March, 2024	16/2023-2024/BM	5	5

The details of the Audit Committee Meeting are given below:

Date	Serial Number	Committee Strength	No. of Members Present
13th December, 2023	01/2023-2024/AC	3	3
26th December, 2023	02/2023-2024/AC	3	3
15th March, 2024	03/2023-2024/AC	3	3

The details of the Nomination and Remuneration Committee Meeting are given below:

Date	Serial Number	Committee Strength	No. of Directors Present
22nd December, 2023	01/2023-2024/NRC	3	2

The details of the Internal Complaint Committee Meeting are given below:

Date	Serial Number	Committee Strength	No. of Directors Present
15th March, 2024	01/2023-2024/ICC	4	4

The attendance of each Director at the Board Meetings is mentioned below:

Name of Member	Attendance during 2023-2024
Mr. Jagjit Singh Dhillon	16
Mr. Harbhajan Singhthethi	4
Ms. Chetna Gupta	2
Mr. Jay Kumar Shaw	3
Mrs. Navneet Kaur	16

The attendance of each Member at the Audit Committee Meetings is mentioned below:

Name of Member	Attendance during 2023-2024
Mr. Jagjit Singh Dhillon	3
Ms. Chetna Gupta	3
Mr. Jay Kumar Shaw	3

The attendance of each Member at the NRC Committee Meetings is mentioned below:

Name of Member	Attendance during 2023-2024
Mrs. Navneet Kaur	1
Ms. Chetna Gupta	1
Mr. Jay Kumar Shaw	Absent

The attendance of each Member at the Internal Complaint Committee Meetings is mentioned below:

Name of Member	Attendance during 2023-2024
Mrs. Navneet Kaur	1
Mr. Anupam Naskar	1
Mr. Biswanath Chatterjee	1
Mrs. Aditi Kohli	1

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

(a) . in the preparation of the annual accounts for the year ended 31st March, 2024 the Company has

followed the applicable accounting standards and there are no material departures from the same;

(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 as at 31st March, 2024 and of the profit and loss 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 Company had laid down internal financial controls to be followed by the company

and that such internal financial controls are adequate and were operating effectively.

(f) . 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.

BOARD EVALUATION

During the period under review, provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies
(Accounts) Rules, 2014, and the Listing Regulations were not applicable to the Company, hence the annual
evaluation process of the Board and its Committees were not conducted.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the period under review, your Company has followed the applicable Secretarial Standards, relating to the
meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company
Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.

NOMINATION AND REMUNERATION COMMITTEE

On December 13, 2023, your Company had constituted the Nomination and Remuneration Committee and the
terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of
Section 178 of the Act and Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Policy of your Company contains the guidelines on Directors'' appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a Director, and
other matters provided under Section 178(3) of the Act. The Policy on Nomination and Remuneration for the
Board and Senior Officials is available on the website of the Company at www.associatedcoaters.in.

COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation of the Nomination
and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays
down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the
other employees and their remuneration. The policy is directed towards a compensation philosophy and structure
that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals. The Nomination and
Remuneration Policy is available on the Company''s website at www.associatedcoaters.in

CORPORATE SOCIAL RESPONSIBILITY

Provisions relating to Section 135 of the Companies Act, 2013 doesn''t apply to the Company for the year ended
31st March, 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of the Company between the end of
the period to which this financial statement relates and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

No Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013
has been given, provided or made during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has adequate policies and procedures for the identification and monitoring of Related Party
Transactions. All the transactions entered into with the Related Parties during the year under review were on an
arm''s length basis and were in the ordinary course of business. The Company presented all Related Party
Transactions before the Board for their approval specifying the nature, value, and terms and conditions of the
transaction.

All the related party transactions are presented to the Board for their approval. Disclosure in Form AOC-2 is
enclosed herewith as “Annexure - B”. Your attention is drawn to the related party disclosure made in the note
contained in the financial statements of the Company reporting, approval and disclosure processes are in place
for all transactions between the Company and the Related Parties. The policy is available on the website of the
Company at www.associatedcoaters.in.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:

Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014

[A] Conservation Of Energy:

The Company has been continuously making efforts to reduce energy consumption. The management is striving
to achieve cost reduction by economical usage of energy.

(a) . The Steps were taken or impact on the conservation of energy

Your Board is committed to the conservation of energy and for this purpose initiatives towards installation
of Solar Panels are being organized by the Company. The use of Solar Panels can reduce electricity
usage by generating electricity during the day.

(b) . Steps taken by the Company for utilizing an alternate source of energy

No alternative source of energy was used during the period under review.

(c) . Capital investment in energy conservation equipment:

The Company has not made any capital investment at this stage.

[B] Technology Absorption:

Your company is continuously endeavoring to upgrade its technology from time to time in all aspects primarily
aiming at reduction of cost of production and improving the quality of the product.

ⁱ- The efforts made toward technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:
Nil

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

iv. The expenditure incurred on Research and Development: Nil

[C] Foreign Exchange Earnings and Outgo:

The company has not incurred any foreign outgo during the reporting period. Further,the company aims to
monitor and review its international dealings as part of its regular financial oversight to ensure that any future
foreign outgo is properly documented and reported.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY

Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business
objectives that may threaten the existence of the Company. Major risks identified by the various functions are
documented along with appropriate mitigating controls on a periodic basis. The policy is available on the website
of the Company at www.associatedcoaters.in.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiaries so there is no need to prepare consolidated financial statements
for the year 2023-2024.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING THE GOING CONCERN STATUS & COMPANY’S OPERATION IN FUTURE

During the period under review, the Company has not received any significant orders/ material orders passed by
any of the Regulators/ Courts/ Tribunals impacting the Going Concern status of the Company and its operations
in the future.

VIGIL MECHANISM POLICY

The Company is committed to maintaining an ethical workplace that facilitates the reporting of potential violations
of the Company''s policies and the applicable laws. To promote the highest ethical standards, the Company
encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory
requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or
fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to
come forward and express his/her concern(s) without fear of punishment or unfair treatment. Pursuant to the
provisions of the Act and the Listing Regulations, the Company has established a robust Vigil Mechanism for
Directors and Employees to report to the management instances of unethical behavior, actual or suspected,
fraud or violation of the Company''s Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that
the Company investigates in such incidents, when reported, in an impartial manner and shall take appropriate
action as and when required to do so. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is
available on the website at www.associatedcoaters.in.

DEPOSITS

During the period under review, the Company has not accepted any deposits within the meaning of Sections 73
and 74 of the Act read with Companies (Acceptance of Deposit) Rules, 2014.

INVESTOR GRIEVANCE REDRESSAL POLICY

Your Company has adopted an internal policy for Investor Grievance handling, reporting and Redressal of the
same.

ANNUAL RETURN

The Annual Return of your Company as on March 31, 2024, in the Form MGT-7 in accordance with Section
92(3) and 134(3)(n) of the Act as amended from time to time and the Companies (Management and
Administration) Rules, 2014 shall be available on the website of the Company at www.associatedcoaters.in.

COST RECORDS

The provisions of Section 148 of the Act regarding the maintenance of Cost records are not applicable to your
Company.

INTERNAL FINANCIAL CONTROL

Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of
operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including
adherence to the Company''s policy, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records and timely preparation of reliable financial information. Based
on the assessment carried out by the Management and the evaluation of the results of the assessment, the
Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating
effectively during the period under review. There were no instances of fraud that necessitates reporting of
material misstatements to the Company''s operations.

REGISTRAR AND SHARE TRANSFER AGENT

During the Financial Year 2023-24, your Company has appointed Bigshare Services Private Limited as the
Registrar and Transfer Agent of your Company.

REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance
with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars
of Employees as required under Section 197(12) of the Act and other disclosures as per Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed as “Annexure C”.

DISCLOSURE REGARDING THE ISSUE OF EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Scheme/ Plan.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN
THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

During the period under review, there have been no frauds reported by the Statutory Auditors of the Company
under sub-section (12) of Section 143 of the Act.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER IBC, 2016

During the period under review and till the date of this Report, your Company has neither made any application
against anyone nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code,
2016.

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

The Company has no application ever made for One Time Settlement (OTS) with any bank or financial
institution.

M/s. JMP Associates, Chartered Accountants, (FRN NO. 324235E) having their office at 5, Raja Subodh Mallick
Square, 2nd Floor, Kolkata - 700013 have been appointed as the Statutory Auditor of the Company by the
shareholders in the Annual General Meeting for the F.Y 2022-23 for a period of five years to hold the office till
the conclusion of the Annual General Meeting for F.Y 2027-28.

The Report given by the Statutory Auditors on Standalone Financial Statements of the Company for the period
under review forms part of the Annual Report. There are no observations (including any qualifications,
reservations, adverse remarks, or disclaimers) of the Auditors in the Audit Report. Further, the notes to the
accounts referred to in the Auditor''s Report are self-explanatory.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR
REPORTS

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Report.
SECRETARIAL AUDITORS

The provisions of Section 204 of the Act are not applicable to your Company for the period under review.
CORPORATE GOVERNANCE

Since your Company''s Equity shares are listed on the SME Platform of BSE Limited and therefore, the
provisions of Corporate Governance Provisions under SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 are not applicable to the company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the ‘Code'') in accordance with
the requirements of SEBI (Prohibition Of Insider Trading), Regulations, 2015, with a view to regulate trading in
securities by the Board Of Directors and Employees of the Company, their immediate relatives and other insiders
as defined in the Code. Also, during the period of closure of the trading window, no Employees/Designated
Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by
the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchange by the
Company. No Employees/ Designated Person is permitted to communicate, provide or allow access to any
Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or
proposed to be listed), to any person except where such communication is for furtherance of legitimate purpose,
Performance of duties or discharge of legal obligations. The company periodically monitors and facilitates
compliance with the SEBI (Prohibition Of Insider Trading) Regulations, 2015.

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

The Company is committed to provide conducive environment in which all individuals are treated with respect
and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of
the Company adopted a “Policy for Prevention of Sexual Harassment of Women at workplace” and also
constituted an Internal Complaint Committee, in compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy adopted by the
company for the prevention of sexual harassment is available on the Company''s Website at
www.associatedcoaters.in.

ACKNOWLEDGEMENT

The Board places on record its gratitude to the government and regulatory authorities including the Bombay
Stock Exchange and the correspondent banks for their support. The Board acknowledges the support of the
shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The
Board also appreciates of all employees of the Company for their sincere work and commitment.

For and on behalf of the Board of Directors

SD/- SD/-

Jagjit Singh Dhillon Harbhajan Singh Thethi

Managing Director Whole Time Director

DIN:07980441 DIN:10416459

Address: 197, Diamond Harbour Road , Address: 199, Diamond Harbour

Kolkata 700034, West Bengal Mandal Para, Kolkata 700034, West Bengal

Date: 09.08.2024
Place: Kolkata