Directors Report of Ecofinity Atomix Ltd.

Mar 31, 2025

Your directors have pleasure in presenting 33^rd (Thirty-Third) Annual Report the business and
operations of the Company and the accounts for the Financial Year (“FY”) ended on 31^st March 2025.

FINANCIAL RESULTS:

(Rs. in Lakhs)

PARTICULARS	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024
Revenue from Operations	3107.40	652.61
Other Income	69.19	22.10
Total Revenue	3176.59	674.71
Total Expenses	2983.10	646.75
Profit Before Tax	193.49	27.96
Profit After Tax	152.03	27.29

STATE OF COMPANY''S AFFAIRS:

During the year under review, the Revenue from Operation of the Company increased from Rs.652.61
lakhs to Rs. 3107.40 lakhs. Pursuant to the increase in sale of the Company the profit of the Company
increased from Rs. 27.29 lakhs to Rs.152.03 lakhs.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to strengthen the
financial position of the Company, your directors have decided not to recommend any dividend for
the period under review.

TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March 2025 is transferred to profit
and loss account of the Company under Reserves and Surplus.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31,
2025, is available on the Company''s website at https://ecofinityatomix.com.

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

There are no material changes and commitments, affecting the financial position of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company and its future operation.

ALLOTMENT OF SECURITIES ON PREFERENTIAL BASIS:

During the period under review, the company had issued 22,37,500 Equity Shares of Face Value
Rs.10 each at an issue prise of Rs. 43.60 per equity share aggregating to Rs. 9,75,55,000 and issued
8,75000 Convertible Equity Warrants exercisable to Equity Shares at the issue price of Rs.43.60 per
Convertible Equity Warrant upon receipt of upfront payment of 25% of Issue Price aggregating
Rs.95,37,500/-. Each Convertible Warrant carries a right to subscribe to 1 (one) equity share of face
value of Rs.10.00/- each of the Company at a premium of Rs.33.60/- per equity share, any time within
a period of 18 months from the date of allotment, in one or more tranches.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the
meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal
accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company have any one subsidiary Company as mentioned below. However, the Company does
not have holding, associate or any joint venture. The details regarding the subsidiary Company
mentioned in form AOC-1.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March 2025 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of your Company, Mr. Jashvantbhai Shankarlal Patel (DIN: 10211877) Director
of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible
have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are
provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT OF DIRECTORS

During the period under review, no new Director has been Appointed or resigned from the
company.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the provisions of
Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as
well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed
in Schedule IV to the Act.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed
there under, the following executives have been designated as Key Managerial Personnel
(KMP) of the Company.

1. Mr. Prafullchandra Vitthalbhai Patel - Managing Director

2. Ms. Rina Singh - Company Secretary*

3. Mrs. Ila Sunil Trivedi - Chief Finance Officer¹

*During the period under review, Mrs. Palak Malviya resigned from post of Company Secretary and
Compliance officer w.e.f. 04.03.2024 and thereafter, Ms. Rina Singh appointed as Company Secretary
and Compliance officer w.e.f. 01.06.2024

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between
two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart
from the Board Matters. During the year, Nine Board meetings were convened and held on
27.05.2024, 03.06.2024, 06.08.2024, 05.09.2025, 20.09.2024, 30.10.2024, 05.12.2024, 16.12.2024
and 14.02.2025respectively, in respect of which meetings proper notices were given and the
proceedings were properly recorded and signed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under,
including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ending on 31^st March 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;

b) The Directors selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at 31^st March 2025 and of the Profit of the Company for the period
ended on 31^st March 2025.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities.

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

e) The Directors had laid down Internal Financial Controls (IFC'') and that such Internal Financial
Controls are adequate and operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year.
and posted on the website of the Company at https://ecofinityatomix.com.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried
out the annual performance evaluation of its own performance and that of its statutory committee''s
Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration
Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board''s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as
level of engagement and contribution, independence of judgment safeguarding the interest of the
Company and its minority shareholders etc. The entire Board carried out the performance evaluation
of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the
Independent Directors of the Company was held on 14.02.2025 to evaluate the performance of the
Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality,
quantity and timeliness of flow of information between the management of the Company and the
Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

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

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or
Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed
under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid
remuneration as mutually agreed between the Company and the Executive Directors within the
overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and
Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising salaries,
perquisites and retirement benefits and a variable component comprising performance bonus.

> The remuneration including annual increment and performance bonus is decided based on the
criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual
budget achievement, individual''s performance vis-a-vis Key Result Areas (KRAs) / Key
performance Indicators (KPIs), industry benchmark and current compensation trends in the
market.

COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the
Corporate Governance Report, which forms part of this Annual report.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act,
2013.

During the year under review 5 (Five) meetings were held viz 27.05.2024, 06.08.2024, 05.09.2024,
30.10.2024 and 14.02.2025. The Composition and attendance of the Committee s as under:

Sr. No.	Name of Member	Chairman /Member	No. of Meetings attended
1	Mrs. Kajal Ritesh Soni	Chairman	5
2	Mrs. Sonu Gupta	Member	5
3	Mr. Hiren Patel	Member	5

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements
of the Companies Act, 2013.

During the year under review 4 (Four) meetings was held viz. 27.05.2024, 06.08.2024, 30.10.2024
and 14.02.2025. The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman /Member	No. of Meetings attended
1	Mrs. Kajal Ritesh Soni	Chairman	4
2	Mrs. Sonu Gupta	Member	4
3	Mr. Jashvantbhai Shankarlal Patel	Member	4

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the
requirements of the Companies Act, 2013.

During the year under review two (2) meetings were held viz. 03.06.2024 and 05.12.2024. The
Composition and attendance of the Committee are as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mrs. Sonu Gupta	Chairman	2
2	Mrs. Kajal Ritesh Soni	Member	2
3	Mr. Hiren Patel	Member	2

IV. Risk Management Committee:

The provisions regarding the Risk Management Committee do not apply to the Company.

V. Corporate Social Responsibility Committee:

The provisions of section 135 of the Companies Act, 2013 do not apply to the Company.

AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred to in the Auditors'' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the
Company and therefore do not call for any comments under Section 134 of the Act. The Auditors''
Report is attached with the Financial Statements in this Annual Report.

M/s. S N D K & Associates LLP, Chartered Accountants (ICAI Firm Registration No. W100060),
Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 5
years at the 31^st Annual General Meeting was held on 30^th September, 2023 to hold the office from
conclusion of that meeting until the conclusion of the 36^th Annual General Meeting of the Company
to be held in 2028. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the
Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.

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, your Company
had engaged the services of M/s. Utkarsh Shah & Co. (Mem. No: F12526, COP: 26241), a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial
year ended 31^st March 2025. The Secretarial Audit Report in Form No. MR - 3 for the financial year
ended 31^st March 2025 is annexed to this report as ''Annexure - A''.

There is no observation made by the Secretarial Auditor of the Company.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial
Statements. During the year, such controls were tested and no reportable material weakness in the
design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries
out a detailed analysis and presents the impact on accounting policies, financial results including
revised disclosures to the Audit Committee. The approach and changes in policies are also validated
by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the
Internal Auditors. Internal Audit observations and corrective action taken by the Management were

presented to the Audit Committee. The status of implementation of the recommendations were
reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed
their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course of
business and on an arm''s length basis. However, the Company has not entered into any related party
transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence,
Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the
Company.

Further, in the ensuing Annual General Meeting, your directors have proposed to pass the Special
resolution u/s 188 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behaviour, actual or suspected fraud or violation of
Company''s Code of Conduct or Ethics Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company
has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2022¬
23. The details regarding the same is enclosed as ''Annexure - B''.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ''Annexure - C''.

CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25
Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 the compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E
of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of
this Board''s Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report, and provides the Company''s current working and future outlook as per Annexure-D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report
does not applicable to the Company.

INSURANCE:

The Company''s Plant, Property, Equipment and Stocks are adequately insured under the Industrial
All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement
value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the
size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in pharmaceutical business and
environment safety has been one of the key concerns of the Company. It is the constant endeavour
of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and
management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and approved by the Central Government under Section
118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid listing fees to BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT:

Your directors thank the various Central and State Government Departments, Organizations and
Agencies for the continued help and co-operation extended by them. The Directors also gratefully
acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and
other business partners for the excellent support received from them during the year.

The Directors place on record unstinted commitment and continued contribution of the Employee
to the Company.

For and on behalf of the Board

Prafullchandra Vitthalbhai Patel
Chairman and Managing Director
(DIN:08376125)

Date: 01.09.2025
Place: Ahmedabad

1

During the period under review, Ms. Manali Mahendrakumar Jadav was appointed as Chief
Financial Officer w.e.f. 10.08.2024 and resigned dated 30.10.2024. Later, Mrs. Ila Sunil Trivedi
appointed as Chief Financial Officer w.e.f. 05.12.2024.

---

Mar 31, 2024

Your Directors have pleasure in presenting 32^nd (Thirty-Two) Annual Report the business and operations of the Company and the accounts for the Financial Year ("FY") ended on 31^st March, 2024.

FINANCIAL RESULTS:

(Rs. in Hundred)
PARTICULARS	Year Ended on 31st March, 2024	Year Ended on 31st March, 2023
Revenue from Operations	652612.03	18578.49
Other Income	22096.6	7248.74
Total Revenue	674708.63	25827.23
Total Expenses	646748.81	52063.41
Earnings before Interest, Tax, Depreciation & Amortization
Finance Cost	42.30	21.28
Depreciation	0.00	0.00
Profit Before Tax	27959.81	(26236.18)
Payment & Provision of Current Tax	(670.43)	0
Deferred Tax Expenses/(Income)	0	0
Profit After Tax	27289.38	(26236.18)

STATE OF COMPANY''S AFFAIRS:

During the year under review, the Revenue from Operation of the Company increased from Rs.18578.49 hundred to Rs.652612.03 hundred. Pursuant to the increase in sale of the Company the profit of the Company increased from Rs. (26236.18) hundred to Rs.27289.38 hundred.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to profit and loss account of the Company under Reserves and Surplus.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company''s website at https://ecofinityatomix.com.

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

There are no material changes and commitments, affecting the financial position of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

OPEN OFFER:

During the period under review, Mr. Prafullchandra Vitthalbhai Patel has acquired 150 Equity Shares via Open Offer and Mr. Prafullchandra Vitthalbhai Patel, Mr. Jashvantbhai Patel and Mr. Hirenkumar Jashvantbhai Patel have in total acquired 22,96,310 Equity Shares via Share Purchase Agreement. The open offer opened on 21^st April, 2023 and closed on 08^th May, 2023.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March, 2024 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Prafullchandra Vitthalbhai Patel (DIN: 08376125) Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT OF DIRECTORS

During the period under review, appointed Mr. Jashvantbhai Patel (DIN:10211877) as Director on 27^th July 2023 and Mr. Hirenkumar Patel (DIN: 08983888) appointed as NonExecutive Non-Independent Director of the Company on 16^th June 2023.

Further, Mrs. Sonu Gupta (DIN: 07333591) is appointed as Non-Executive NonIndependent Director and Mrs. Kajal Soni (DIN:06926972) as Non-Executive Independent Director on 06^th September, 2023.

Furthermore, Mr. Prafullchandra Patel (DIN: 08376125) is appointed as Managing Director of the Company as on 16^th June 2023.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Prafullchandra Vitthalbhai Patel - Managing Director

2. Ms. Rina Singh - Company Secretary¹

3. Mr. Jitendra Singh Rathore - Chief Finance Officer²

**During the period under review, Resignation letter received from Mr. Jitendra Singh Rathore from the post of Chief Financial Officer of the company w.e.f. 02.01.2024

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters. During the year, Eight Board meetings were convened and held on 23.05.2023, 16.06.2023, 27.07.2023, 14.08.2023, 06.09.2023, 09.11.2023,

14.11.2023 and 14.02.2023 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2024 and of the Profit of the Company for the period ended on 31^st March, 2024.

c) The Directors had 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 had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (''IFC'') and that such Internal Financial Controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. and also posted on the website of the Company at https:// ecofinityatomix.com.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committee''s Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 14.02.2024 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

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

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

> The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individual''s performance vis-a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.

During the year under review 5 (Five) meetings were held viz 23.05.2023, 14.08.2023, 06.09.2023, 09.11.2023 and 14.02.2024. The Composition and attendance of the Committee s as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mr. Narayansinh Chauhan	Chairman	4
2	Ms. Chandrikaben Bhadaraka	Member	4
3	Mr. Jitendrasingh Rathore	Member	4
4	Mrs. Kajal Ritesh Soni	Chairman	2
5	Mrs. Sonu Gupta	Member	3
6	Mr. Hiren Patel	Member	3

Mrs. Chandrikaben Bhadaraka, Mr. Jitendra Rathore and Mr. Narayansinh Chauhan has resigned from post of directorship w.e.f. 02^nd January, 2024 and ceased to be members of Audit Committee w.e.f. 02^nd January, 2024

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 4 (Four) meetings was held viz. 23.05.2023, 14.08.2023,

09.11.2023 and 14.02.2024. The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mr. Narayansinh Chauhan	Chairman	3
2	Ms. Chandrikaben Bhadaraka	Member	3
3	Mr. Jitendrasingh Rathore	Member	3
4	Mrs. Kajal Ritesh Soni	Chairman	2
5	Mrs. Sonu Gupta	Member	2
6	Mr. Jashvantbhai Shankarlal Patel	Member	3

Mrs. Chandrikaben Bhadaraka, Mr. Jitendra Rathore and Mr. Narayansinh Chauhan has resigned from post of directorship w.e.f. 02^nd January, 2024 and ceased to be members of Stakeholders Relationship Committee w.e.f. 02^nd January, 2024

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 4 (Four) meetings was held viz. 16.06.2023, 06.09.2023,

14.11.2023 and 14.02.2024. The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mr. Narayansinh Chauhan	Chairman	3
2	Ms. Chandrikaben Bhadaraka	Member	3
3	Mr. Jitendrasingh Rathod	Member	3
4	Mrs. Sonu Gupta	Chairman	2
5	Mrs. Kajal Ritesh Soni	Member	2
6	Mr. Hiren Patel	Member	2

Mrs. Chandrikaben Bhadaraka, Mr. Jitendra Rathore and Mr. Narayansinh Chauhan has resigned from post of directorship w.e.f. 02^nd January, 2024 and ceased to be members of Nomination and Remuneration Committee w.e.f. 02^nd January, 2024

IV. Risk Management Committee:

The provisions regarding the Risk Management Committee does not apply to the Company.

V. Corporate Social Responsibility Committee:

The provisions of section 135 of the Companies Act, 2013 does not apply to the Company. AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is attached with the Financial Statements in this Annual Report.

M/s. S N D K & Associates LLP, Chartered Accountants (ICAI Firm Registration No. W100060), Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 5 years at the 31^st Annual General Meeting was held on 30^th September, 2023 to hold the office from conclusion of that meeting until the conclusion of the 36^th Annual General Meeting of the Company to be held in 2028. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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, your Company had engaged the services of M/s. Utkarsh Shah & Co. (Mem. No: F12526, COP: 26241), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31^st March, 2024 is annexed to this report as ''Annexure - A''.

There is no observation made by the Secretarial Auditor of the Company.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm''s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

Further, in the ensuing Annual General Meeting, your Directors has proposed to pass the Special resolution u/s 188 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2022-23. The details regarding the same is enclosed as ''Annexure - B''.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ''Annexure - C''.

CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board''s Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure - D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.

INSURANCE:

The Company''s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in pharmaceutical business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid listing fees to BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution. ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

1

During the period under review, Ms. Disha Barot resigned from the post of Company

2

Secretary w.e.f. 17.08.2023 and Mrs. Palak Malviya appointed as Company Secretary and Compliance officer w.e.f. 14.11.2023 and she was resigned from post of Company Secretary and Compliance officer w.e.f. 04.03.2024 and thereafter, Ms. Rina Singh appointed as Company Secretary and Compliance officer w.e.f. 01.06.2024

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report with the Audited Accounts of the Company for the year ended March 31,2015.

Financial Highlights

(Rs. In 000)

Particulars 2014-15 2013-14

Revenue from Operation 1,773.23 3,575.59

Other Income 216.14 357.14

Total Revenue 1,989.37 3,932.73

Less: Total Expenses 1,336.54 2,854.66

Operating Profits before Exception item, 6,52.83 1,078.07 Depreciation, Interest and Tax

Less: Depreciation 394.37 394.37

Interest 52.35 158.25

Profit Before Tax 206.11 525.45

Less: Current Tax 63.69 162.36

Profit after Tax 142.42 363.08

REVIEW OF BUSINESS OPERATION

During the year under review, your company has earned income of Rs. 19,89,373/- from sale of Scarp and various other business activities in financial year 2014-15 compared to the income of Rs. 39,32,731/- of previous year which shows downtrend about 49.43% over the previous year. The Profit before tax of the Company for the financial year 2014-15 stood at Rs. 2,06,107/- as against profit before tax of Rs. 5,25,445/- of previous year making Net Profit after Tax for the financial year 2014-15 of Rs. 1,42,420/- as against Net Profit after tax of Rs. 3,63,082/- of Previous year.

DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2014-15 (Previous year - Nil).

NET PROFIT TRANSFER TO RESERVE

The Company has not transferred any amount to any reserve for the financial year 2014-15 (Previous year - NIL).

INFORMATION ON BOARD OF DIRECTOR, COMMITTEE AND ITS MEETINGS:

Composition

The Board consists of four (4) members as on March 31, 2015, two (2) of whom are Promoters Directors (one is Managing Director and one is Non-Executive Director) and remaining two (2) are Non-Executive Independent Directors. Further, Mrs. Manju R Agrawal, a promoter Non- Executive Director of the Company, is designated as Woman Director for the Company in terms of second proviso to the Section 149 (1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement by the Company entered with the Stock Exchanges.

The Composition of Board fulfils the requirements of Companies Act, 2013 and Clause 49 of Listing Agreement entered by the Company with Stock exchanges.

Board Meetings

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 11 times, viz April 30, 2014, May 30, 2014, August 03, 2014, August 08, 2014, August 30, 2014, September 03,2014, October 30, 2014, January 13, 2015, January 27, 2015, February 17, 2015, and March 28, 2015.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The Independent Directors of the Company has met one time on March 28, 2015, inter alia, to evaluate the performance of Non-Independent Directors, Board as a whole and performance of Chairman of the Company.

Further, your Company has formed following Committees of the Board in accordance with Companies Act, 2013 and the Listing Agreement:

* Audit Committee

* Stakeholders' Grievances and Relationship Committee

* Nomination and Remuneration Committee

The details of number of meetings of Committees, its composition, powers, terms of reference is provided under the corporate governance report section in this Annual Report.

Appointment, Re-appointment and Resignation of Directors

During the year, in terms of Section 149 & 152 and Clause 49 of the Listing Agreement, the Board of Directors in their Meeting held on April 30, 2014 has appointed Mr. Rakesh Ajmera and Mr. Manish Bhadviya as Additional (Independent) Directors. The Members of the Company, in their last Annual General Meeting, have regularised and appointed them as Independent Directors of the Company for a period up to March 31,2019.

Further, Mr. Rameshchandra Agrawal was appointed as Managing Director of the Company to hold office for a period up to August 29, 2014. The Members of the Company has approved his appointment in their last Annual General Meeting. Further, the Board of Directors of the Company, in their Meeting held on September 04, 2015, has re-appointed him for further period of 5 years w.e.f. August 30, 2015. A resolution to that effect has been proposed for the approval of Members in the ensuing Annual General Meeting.

Mr. Manish R Agrawal, Director of the Company has resigned from the Board of the Company w.e.f. August 30, 2014, due to his personal reason. The Board places on record their appreciations for his efforts in the success of the Company.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The codes for Independent Directors are incorporated on the website of the Company at www.deeptialloysteel.com.

Details of Key Managerial Personnel

Mr. Rameshchandra Agrawal, Managing Director is the Key Managerial Personnel ("KMP") as per the provisions of the Companies Act, 2013. He has been appointed as such by the Board of Directors w.e.f. August 30, 2014.

Further, Mr. Niraj Jain was appointed as Company Secretary of the Company w.e.f. March 28, 2015 and Mr. Darshil A Hiranandani was appointed as Chief Financial Officer of the Company w.e.f. March 28, 2015.

After the closure of financial year 2014-15, Mr. Niraj Jain, Company Secretary of the Company has resigned from the office and in his place; the Company has appointed Ms. Riddhi N Shah as the Company Secretary of the Company.

Nomination and Remuneration Policy

In terms of the provisions of the Companies Act, 2013 the Company has devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

B. Policy on remuneration of Director, KMP and Senior Management Personnel

The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary. The remuneration paid by the Company is within the salary scale approved by the Board and Shareholders.

Board Evaluation

The evaluation of all non-independent directors and the Board as a whole was conducted by the Independent Directors at their meeting held on March 28, 2015, based on the criteria and framework adopted by the Board.

On the other hand, Nomination and Remuneration Committee has carried out performance evaluation of all the Directors. The Board has approved the evaluation results as suggested by the Nomination and Remuneration Committee.

The Board of Directors expressed their satisfaction with the evaluation process.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. However, the Company has not granted any Loan, provided Guarantee or Securities or made Investment.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm's length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March 31, 2015 in Form MGT-9, forms part of this Annual Report as Annexure- "A".

PARTICULAR OF EMPLOYEES

The Company has not paid any remuneration to any Director of the Company, although approval of payment of remuneration to Mr. Rameshchandra Agrawal, Managing Director of the Company is obtained from the Members. Hence, details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

The details as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is not applicable as there is no such employee in the Company employed throughout the financial year with salary above Rs. 60 Lakh p.a. or employed part of the financial year with average salary above Rs. 5 Lakh per month.

Further, there is no employee employed throughout Financial year or part thereof, was in receipt of remuneration of in aggregate is in excess of that drawn by the Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than Two percent (2%) of the Equity Shares of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Further, there was no foreign exchange earnings and outgo during the financial year 2014-15 (Previous Year - Nil).

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. March 31, 2015 and the date of Director's Report i.e. September 04, 2015.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause 49 of listing agreement to the Stock Exchanges, Corporate Governance Report and Practicing Company Secretary' on its compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report.

AUDITORS

Statutory Auditor & their report

M/s. Ladha & Co., Chartered Accountant, Ahmedabad (FRN 136083W), was appointed as the Statutory Auditors of the Company, to hold the office from the conclusion of the 22nd Annual General Meeting till the conclusion of the 23rd Annual General Meeting.

Further, The Company has received the consent from M/s. Ladha & Co., Chartered Accountant, Ahmedabad confirming that they are not disqualified to be appointed as the Auditors of the Company. The Board of Directors of the Company, based on recommendation of Audit Committee, has recommended their appointment to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of 28th Annual General Meeting of the Company (Subject to ratification of appointment at every subsequent AGM).

The Auditors' Report on the accounts of the Company for the accounting year ended March 31, 2015 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

Secretarial Auditor & their report

Pursuant to the provisions of section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anand S. Lavingia, Practicing Company Secretary to carry out the Secretarial Audit for the financial year ended on March 31, 2015. Secretarial Audit Report is attached to this report as Annexure-"B".

The Secretarial Auditors' Report for the financial year ended on March 31, 2015 is self- explanatory and do not call for further explanations or comments that may be treated as adequate compliances of various act, rules, regulations, guidelines etc. as applicable to the Company except that the report contain some observation by the Auditor that Company has not filled certain resolutions with the registrar. Your Directors state that in terms of MCA Notification No. G.S.R. 206(E) dated March 18, 2015, the Company is not required to file that resolutions with the registrar.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) of the Act, your Directors state that:

I. in the preparation of the annual financial statements for the year ended on March 31, 2015, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

II. such accounting policies have been selected and applied consistently and judgments and estimates made 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, 2015 and of the profit of the company for the year ended on that date,

III. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

IV. the annual financial statements are prepared on a going concern basis,

V. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

VI. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Details of Annual Report on Corporate Social Responsibility as Company is not falling within the criteria as prescribed u/s 135 of the Companies Act, 2013

3. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS.

5. Details of Subsidiary, Associates and Joint Venture Company.

6. Details of Contracts and arrangement with the related parties.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.

Registered Office By Order of the Board For, Deepti Alloy Steel Limited Plot No. 317, Village-Kharval, Taluko-Dharampur, Dist.Valsad Rameshchandra Agrawal Managing Director Place: Valsad DIN: 02325030 Date: September 04, 2015

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Mar 31, 2014

Dear Members,

Your Directors take pleasure in presenting their Annual Report together with Audited Accounts for the financial year ended 31st March 2014.

1. Financial Results & Working:

Your Company has made loss during the year. The financial result of the Company is as follows:

Particulars" 2013-14 2012-13

Total Revenue 39.32 -

Operating Profits (PBDIT) 10.77 -

Less: Depreciation 3.94 -

Interest 1.58 -

Profit Before Tax & Exceptional Items 5.25 (1.66)

Less: Exceptional Items 0.00 85.90

Current Tax 1.62 -

Profit after Tax 3.63 84.24

2. Dividend:

Your Directors do not recommend any dividend for the year.

3. Deposits:

During the year the company has not accepted any deposit from public.

4. Directors:

During the year under review Mr. Manish Bhadviya (DIN: 06534370) appointed as a director and Mr. Rakesh Kumar Ajmera (DIN: 06534398) appointed as a director. And Mr. Manish Agrawal (DIN: 02325007) resigned from the directorship.

Mrs. Manju Agrawal Director of the Company is retiring by rotation at this Annual General Meeting and offering herself for Re-appointment

5. Auditors:

M/s. Ladha & Associates, Chartered Accountants, Ahmedabad [FRN: 136083W], Statutory Auditors of the Company, holds office from the conclusion of this Annual General Meeting till the 3rd Annual General Meeting, respectively subject to ratification of the appointment by the members at every AGM held after this AGM.

6. Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate from the Statutory Auditors of the Company confirming compliance of the same has been included in the Annual Report as a separate section.

7. Director's Responsibility Statement:

Pursuant to the requirements under Section 217(2A) of the companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31stMarch, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. That the Director's have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. That the Directors have prepared the accounts for the financial year ended 31st march 2014 on a 'going concern' basis.

8. Particulars of Employee:

None of the employees was in the receipt of remuneration more than Rs.2, 00,000/- per month or Rs.24, 000,000/-per annum

9. conversion of energy, technology absorption and research & development:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

10. Foreign exchange earning & outgo:

There was on foreign exchange earnings or outgo during the year under reference.

11. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the wholehearted co-operation and support extended by its Shareholders, Bankers and employees.

For and on behalf of the Board of Directors

Sd/- Rameshchandra T. Agrawal Place: Valsad Managing Director Date: 08-08-2014 DIN:02325030