Directors Report of Meghmani Organics Ltd.

Your Board of Directors is pleased to present Seventh Annual Report of your Company together with Audited Financial
Statements for the Financial Year ended on March 31, 2026.

FINANCIAL RESULTS

('' in Lakhs)

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of
your Company increased to '' 2,09,181.33 Lakhs compared to
'' 2,00,386.98 Lakhs showing strength of improved product
mix. The Profit Before Finance cost & Depreciation for the
year under review increased to '' 32,227.85 Lakhs compared
to '' 22,391.00 Lakhs of previous year. Your Company has
earned profit after tax of '' 12,526.34 Lakhs compared to
'' 6,642.06 Lakhs of previous year.

SEGMENT PERFORMANCE
Crop Protection

During the year under review, Crop Protection constitutes
~78% of the overall company''s revenue. The revenue
from segment of the Company increased to '' 1,63,124.35
Lakhs compared to '' 1,45,061.85 Lakhs showing strength
of improved product mix. The Profit Before Finance cost
& Depreciation for the year under review increased to
'' 31,263.02 Lakhs compared to '' 20,391.44 Lakhs of previous
year.

Pigments:

During the year under review, Pigments constitutes ~22% of
the overall company''s revenue. The revenue from segment
of the Company stood at '' 46,056.98 Lakhs compared

to '' 55,325.12 Lakhs. The Profit Before Finance cost &
Depreciation for the year under review stood at '' 3,524.92
Lakhs compared to '' 3,625.14 Lakhs of previous year.

SCHEME OF AMALGAMATION

The Board of Directors of the Company, at its meeting held
on April 4, 2026, approved the Scheme of Amalgamation
(“Scheme") between Kilburn Chemicals Limited (“Transferor
Company 1"), Meghmani Crop Nutrition Limited (“Transferor
Company 2") with Meghmani Organics Limited (“Transferee
Company"), and their respective shareholders and creditors,
under Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013, subject to receipt of requisite
approvals from shareholders, secured creditors, unsecured
creditors and the Hon''ble National Company Law Tribunal,
Ahmedabad Bench (“Hon''ble NCLT").

The proposed Scheme is intended to simplify the group
structure, achieve operational and financial synergies,
optimize utilization of resources, reduce administrative
and compliance costs and enhance overall business
efficiency. Since the transferor companies are wholly owned
subsidiaries of the Company, no shares shall be issued
pursuant to the Scheme. Upon the Scheme becoming
effective, the transferor companies shall stand dissolved
without undergoing the process of winding up.

Pursuant to the orders dated April 20, 2026, as amended
by the order dated April 30, 2026, passed by the Hon''ble
National Company Law Tribunal, Ahmedabad Bench
(“Hon''ble NCLT"), the NCLT-convened meetings of the
equity shareholders, secured creditors and unsecured
creditors of the Company were held on June 6, 2026
through VC/OAVM. The voting results and Scrutinizer''s
Reports were submitted to the Stock Exchanges on
June 9, 2026. The Scheme remains subject to sanction
of the Hon''ble NCLT, Ahmedabad Bench and such other
approvals as may be applicable.

INVESTMENT IN RENEWABLE ENERGY

In line with the Company''s commitment towards sustainable
and green energy initiatives, your Company has executed
an agreement for investment of '' 363 Lakhs in a 3.30 MW
Wind-Solar Hybrid Power Project in Gujarat. The project is
expected to become operational and commence generation
of renewable energy during the financial year 2026-27, which
is anticipated to contribute towards energy efficiency and
long-term cost optimisation. Consequently, Pro-zeal Green
Power Fifteen Private Limited become the associate of the
Company by way of 26% investment in the equity shares in
accordance with the provisions of the Companies Act, 2013
and applicable accounting standards.

ADVANCING INTEGRATED MANAGEMENT
SYSTEMS FOR SAFETY AND SUSTAINABILITY
EHS, Sustainability and Responsible Governance

Environment, Health and Safety at your Company has evolved
well beyond regulatory compliance. It now occupies a
central position in business strategy, operational excellence,
and long-term value creation. During the year under review,
your Company continued to deepen its commitment
towards workplace safety, process safety, environmental
stewardship, sustainability governance, and responsible
manufacturing practices across all nine manufacturing sites
and associated facilities.

Strengthening Process Safety and Occupational Safety
Systems

Significant initiatives were undertaken to further enhance
the robustness and effectiveness of the Process Safety
Management framework. These included strengthening
Hazard Identification and Risk Assessment (HIRA), Area risk
assessment, (ARA), Hazard and Operability Studies (HAZOP),
Pre-Startup Safety Reviews (PSSR), and emergency
preparedness and response systems, supported by
structured process risk mitigation measures. Sustained
focus on engineering controls, operational discipline,
competency-based safety training, and a culture of safety
ownership and accountability has continued to deliver
measurable improvements in safety performance across all
levels of the organisation.

Sustainability at the Core of Business Excellence

Built on the foundation of Responsible Care principles,
aligned ESG frameworks, and Integrated Management
Systems, your Company continues to embed sustainability
as a core element of business strategy and operational
decision-making.

During the year, your Company achieved a milestone by
securing the EcoVadis Silver Medal with the score of 79 out
of 100. This recognition reflects the Company''s structured,
measurable, and continually improving approach across
all four EcoVadis pillars: Environment, Labour and Human
Rights, Ethics, and Sustainable Procurement.

Governance and Management System Strengthening

Further reinforcing its governance architecture, your
Company successfully implemented and maintained
internationally recognised management system standards
during the year:

ISO 37001 Anti-Bribery Management System, reinforcing the
Company''s commitment to ethical governance, integrity,
transparency, and zero tolerance towards bribery and
corruption across all business operations and value chain
interactions.

ISO 27001 Information Security Management System,
enhancing cybersecurity resilience, safeguarding
information assets, and strengthening digital governance
practices in alignment with global data security expectations.

ISO 20400 aligned Sustainable Procurement framework,
embedding responsible sourcing practices, supplier ESG
engagement, and sustainable supply chain governance
across procurement operations.

Renewable Energy and Climate Responsibility

Your Company continued to strengthen its focus on
renewable and cleaner energy integration as a core element
of its long-term climate strategy and sustainability roadmap.
During the year, energy conservation projects, process
optimisation initiatives, and efficient utility management
measures were implemented across manufacturing
operations. Progress was made in integrating renewable
energy sources into the Company''s energy mix, reducing
reliance on conventional energy, lowering the overall
environmental footprints. Your Company remains committed
to progressively enhancing the share of renewable energy
and adopting sustainable energy practices in alignment
with global climate expectations and long-term business
resilience requirements.

Commitment to Responsible and Forward-Looking
Operations

Your Company remains committed to continual
improvement across environmental stewardship, climate
responsibility, resource efficiency, process safety, ethical

business conduct, and responsible chemical management.
Through sustained improvements, meaningful stakeholder
engagement, and responsible operational practices, your
Company continues to reinforce its position as a trusted,
responsible, and forward-looking organisation dedicated
to delivering safer, environmentally conscious, and quality
products while creating lasting value for all stakeholders.

PERFORMANCE OF SUBSIDIARY
MEGHMANI CROP NUTRITION LIMITED (MCNL)

During the year under review, MCNL achieved revenue
from operations of '' 3,618.25 Lakhs against previous year of
'' 4,049.69 Lakhs and EBITDA loss of '' 322.75 Lakhs against
'' 1,752.37 Lakhs.

Nano urea is revolutionary Liquid Fertilizer and is effective
in enhancing the nutritional quality, crop''s productivity and
additionally, it is environmentally safe. Your Company''s
foray into Nano Urea aligns with the Prime Minister''s vision
of Atmanirbhar Bharat and increasing farmers'' income.
Additionally, your Company is actively developing new
international markets along with ongoing field trials across
seven countries where the registration is already received.
Parallelly, your Company is also expanding its product
portfolio and has recently added new nano fertilizer products
- Nano DAP, Nano NPK, and Nano Zinc. With these additions
to your Company''s portfolio, it will further strengthen your
Company''s market position and will reinforce your Company''s
commitment of delivering efficient and sustainable crop
nutrition solutions to farmers.

KILBURN CHEMICALS LIMITED (KCL)

During the year under review, KCL achieved revenue from
operations of '' 7,078.64 Lakhs against previous year of
'' 3,396.31 and incurred EBITDA loss of '' 5,100.40 Lakhs
against previous year loss of '' 5,696.90 Lakhs. Profitability
remained under pressure due to elevated raw material costs
and weaker price realisation. Price realisation was further
impacted following the withdrawal of antidumping duty
(ADD). This has adversely affected operating margins and, in
certain cases, rendered production commercially unviable
for domestic manufacturers. Following these factors your
Company''s operations have been temporarily suspended
since November 2025. Operations of your Company is
expected to be resumed upon the re-imposition of ADD
on Titanium Dioxide imports, which would help restore a
level playing field for domestic manufacturers. Additionally,
the availability of sulphuric acid at competitive and stable
prices is critical to ensuring cost efficiency in the production
process. The combined impact of these factors is essential
to make operations commercially viable and sustainable in
the prevailing market conditions.

Overseas subsidiaries

a. Meghmani Organics USA INC. (USA)

The company is primarily engaged in Marketing and
distribution of chemical and agrochemical product
lines.

b. Meghmani Organics Biodefensivos E Agricolas Do
Brazil Ltda.

The subsidiary will focus on commercialization, import,
export, storage, and distribution of chemical products
and agricultural pesticides.

Associate Company:

The Company has one Associate, namely Pro-Zeal Green
Power Fifteen Private Limited, which has been incorporated
with the objective of establishing a 3.30 MW wind-solar
hybrid power project in Gujarat.

DIVIDEND

The Board of Directors has not recommended any dividend
on the Equity Shares for the financial year 2025-26, in order
to conserve profits for reinvestment in the business and to
strengthen the financial position of the Company.

(A) Dividend Distribution Policy

Your Company has formulated and adopted a Dividend
Distribution Policy, which sets out the parameters
and circumstances to be considered by the Board
while determining the distribution of dividend to
shareholders or retention of profits, in accordance
with Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
said policy is available on the Company''s website at
https://meghmani.com/wp-content/uploads/2022/08/
Dividend-Distribution-Policy-MOL01.pdf.

(B) Transfer to Investor Education and Protection
Fund (IEPF) Authority

During the year under review, unclaimed dividend
amounting to ''5.31 lakhs pertaining to FY 2017-18
was transferred to the Investor Education and
Protection Fund Authority (IEPF) established by the
Central Government on September 22, 2025. Further,
36,400 Equity Shares of the Company, in respect of
which dividend had remained unclaimed for seven
consecutive years, were also transferred to the IEPF
on October 6, 2025, in accordance with the applicable
provisions.

AMOUNT TO BE TRANSFERRED TO RESERVES:

The Board of Directors after taking into account the
Company''s financial position, liquidity requirements and
future business plans, proposed not to transfer any profits to
the Reserves of the Company

SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of the
Company stood at ''3,700 lakhs, comprising 37,00,00,000
Equity Shares of ''1 each. The Paid-up Equity Share Capital
stood at ''2,543.14 lakhs, comprising 25,43,14,211 Equity
Shares of ''1 each.

During the year under review, the Company has not issued
any shares with differential voting rights as to dividend, voting
or otherwise. The Company has also not issued any sweat

equity shares or equity shares under any employee benefit
scheme. Further, the Company has not issued any convertible
securities during the year. No disclosure is required under
Section 67(3)(c) of the Companies Act, 2013 relating to voting
rights not exercised directly by employees, as the provisions
of the said section are not applicable to the Company.

FINANCIAL LIQUIDITY

Cash and cash equivalents as at March 31, 2026 stood at
''1,282.22 lakhs, as compared to ''1,866.46 lakhs in the previous
year. The Company''s working capital management is
supported by a well-organized process involving continuous
monitoring and control over receivables, inventories and
other key parameters.

CREDIT RATING

CRISIL has assigned a Long-Term Rating of CRISIL A/Negative
(outlook revised from ''Stable''; rating reaffirmed) and a Short¬
Term Rating of CRISIL A1 (reaffirmed) to the Company''s
total bank loan facilities aggregating to f 1,094 Crore, vide
its letter bearing reference no. RL/MEGORGN/368402/
BLR/0426/146060 dated April 28, 2026.

ANNUAL RETURN

Annual Return for FY2024-25 filed during the year is available
on the Company''s website at www.meghmani.com as
required by section 92 of the Act.

BOARD MEETINGS

During the year under review, four meetings of the Board
of Directors were held on May 10, 2025, July 30, 2025,
November 8, 2025 and January 31, 2026. The composition
of the Board and details of attendance of the Directors at
these meetings are provided in the Report on Corporate
Governance, which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

In compliance with the applicable listing requirements, the
Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details relating to the composition, terms of reference
and attendance of the members of the above Committees
are provided in the Report on Corporate Governance, which
forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013 are disclosed
in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT)

All Related Party Transactions entered into during the financial
year 2025-26 were on an arm''s length basis and in the
ordinary course of business and were reviewed and approved
by the Audit Committee. Necessary approvals of the Audit
Committee were obtained for transactions that are repetitive
in nature and foreseen, in accordance with the applicable
provisions. A statement containing details of all Related
Party Transactions undertaken pursuant to such omnibus
approvals is placed before the Audit Committee on a quarterly
basis for its review.During the year, no material Related Party
Transactions were entered into by the Company with related
parties requiring disclosure in Form AOC-2.

of the Company and its subsidiaries, which form part of this
Annual Report.

Further, pursuant to the provisions of said section and the
Rules made thereunder, a statement containing the salient
features of the financial statements of the subsidiaries in
Form AOC-1 is appended to this Report as Annexure - B.
The Policy on Material Subsidiaries, as approved by the
Board, is available on the website of the Company under the
Investor section.

DIRECTORS/KEY MANAGERIAL PERSONNEL
(KMP)

The Board of Directors of the Company comprises of ten
directors with combination of five independent, three
executive and two non-executive directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Ankit Patel and Mr. Kaushal Soparkar, Directors of
the Company, retire by rotation at the ensuing Annual
General Meeting and, being eligible, have offered
themselves for re-appointment. The requisite details
of the Directors seeking re-appointment, as required
under Regulation 36 of the SEBI (LODR) Regulations,
2015 and Secretarial Standard-2 on General Meetings,
are provided in the Notice convening the Annual
General Meeting.

(B) KEY MANAGERIAL PERSONNEL

Subsequent to the close of the financial year, Mr.
Jayesh Patel ceased to be the Company Secretary
and Compliance Officer of the Company with effect
from the close of business hours on 23^rd May, 2026.
Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
appointed Mr. Naresh Prajapati as the Company
Secretary and Compliance Officer of the Company with
effect from 29^th July, 2026.

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

1. Mr. Ankit Patel - Chairman & Managing Director

2. Mr. Gurjant Singh Chahal - Chief Financial Officer
(CFO)

3. Mr. Jayesh Patel - Company Secretary
(upto May 23, 2026)

4. Mr. Naresh Prajapati- Company Secretary
(w.e.f. July 29, 2026)

(C) INDEPENDENT DIRECTOR

During the year under review, the shareholders of
the Company, by way of a special resolution passed
through postal ballot on April 17, 2026, approved the
re-appointment of Mr. Manubhai Patel, Prof. (Dr.)
Ganapati Yadav and Ms. Urvashi Shah as Independent
Directors for a second term of three consecutive years
commencing from May 5, 2026. As on March 31, 2026,
the Board of the Company comprises the following Five
Independent Directors:

1) Mr. Manubhai Patel

2) Prof. (Dr.) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha

5) Mr. Nikunt Raval

INDEPENDENT DIRECTORS'' DECLARTION OF
INDEPENDENCE

The Independent Directors of the Company are
appointed by the Board and hold office for a fixed term
of up to five consecutive years and are not liable to retire
by rotation. Pursuant to the provisions of Section 149(7)
of the Companies Act, 2013, all Independent Directors
have submitted their declarations confirming that they
meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Board is of the opinion that the Independent
Directors of the Company are persons of integrity
and possess the relevant expertise and experience
(including proficiency) required to fulfil their duties as
Independent Directors of the Company.

DEPOSITS

During the year under review, the Company has not accepted
any deposits from the public within the meaning of Section
73 of the Companies Act, 2013 read with the Rules made
thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has unspent CSR
amount of '' 237 Lakhs which was transferred to Unspent
CSR account FY2026 on April 29, 2026 in accordance with
provisions of Section 135(6) of Companies Act, 2013, which
will be utilized on defined ongoing CSR projects and in terms
of CSR policies of the Company. A detailed Annual Report
on CSR activities for the Financial Year ended March 31,
2026 prepared in accordance with Companies (Corporate
Social Responsibility Policy) Rules, 2014 is appended as
''Annexure - C'' to this report.

BOARD EVALUATION

The Company has in place a Policy for evaluation of the
performance of the Board, its Committees and individual
Directors in accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Accordingly, the annual
performance evaluation of the Board, its Committees and
individual Directors has been carried out.

A brief on the performance evaluation of the Board, its
committees and individual Directors is provided in the
Corporate Governance Report, which forms part of this
Report.

REMUNERATION POLICY

The Company has in place a Policy for selection and
appointment of Directors and Senior Management Personnel
and for determining their remuneration, in compliance
with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A brief on the Remuneration Policy is
provided in the Corporate Governance Report, which forms
part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy to deal
with instances of unethical behaviour, actual or suspected
fraud, or violation of the Company''s Code of Conduct. The
mechanism encourages employees and other stakeholders
to report genuine concerns or grievances and provides
for strict confidentiality, adequate safeguards against
victimization of whistleblowers availing such mechanism,
and direct access to the Chairman of the Audit and Risk
Management Committee in appropriate cases.

The Vigil Mechanism/Whistle Blower Policy is available on the
website of the Company at: https://meghmani.com/wp-content/
uploads/2022/01/Whisle-Blower-Policy-MQL02.pdf.pdf

RISK MANAGEMENT

The Company has constituted a Risk Management
Committee, the details of which are set out in the Corporate
Governance Report. The Company has also framed a Risk
Management Policy to ensure that risks associated with its
business operations are appropriately identified, assessed
and mitigated. Details of key risks faced by the Company
are provided in the Management Discussion and Analysis
Report.

The Risk Management function operates independently of
the Company''s operational divisions. The Risk Management
Committee is responsible for identifying, evaluating and
monitoring risks, and for minimising their potential impact.
The Committee also reviews the adequacy of the Company''s
risk management framework and ensures compliance with
applicable regulatory requirements.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest
standards of Corporate Governance. In accordance
with the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Report on
Corporate Governance forms part of this Annual Report as
Annexure D.

A certificate from Shahs & Associates, Practicing Company
Secretaries, Ahmedabad, confirming compliance with the
conditions of Corporate Governance, is also annexed to this
Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion & Analysis, as required in
terms of Regulation 34(2)(e) SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has prepared the Business Responsibility and
Sustainability Report in alignment with the business principles
set out in the Business Responsibility Policy adopted by the
Company. The said Report is available athttps://meghmani.
com/wp-content/uploads/2026/08/BRSR-2025-26.pdf.

INSURANCE

The Company''s property, plant and equipment and
inventories are adequately insured under an Industrial All
Risk Policy. In addition, the Company has obtained insurance
coverage for Product Liability, Public Liability, Marine risks and
Commercial General Liability (CGL), along with a Directors''
and Officers'' Liability Policy (D&O Policy) to safeguard its
Directors and Officers against potential liabilities.

AGROCHEMICAL REGISTRATION

The Company has 893 registration of export (including Co¬
partner Registrations worldwide) and Central Insecticides
Board (CIB), Faridabad.

RESEARCH & DEVELOPMENT

The Company''s Research and Development (R&D)
Centre, located at Village Chharodi, Taluka Sanand, District
Ahmedabad, is a state-of-the-art facility spread over
approximately 5,000 sq. ft., equipped with advanced
analytical instruments and supported by a team of around
35 qualified researchers and scientists. The R&D Centre
is engaged in the development of off-patent molecules,
improvement of process parameters, optimization of cycle
time, and scaling up of new technologies from laboratory to
commercial production levels.

The Centre is accredited with the OECD-GLP certification
granted by the National GLP Compliance Monitoring
Authority (NGCMA), Department of Science and Technology,
Government of India, since October 2017. The current GLP
Certification No. GLP/C-217/2023 is valid from October 18,
2023 to October 17, 2026. Good Laboratory Practice (GLP)
is a quality system that ensures uniformity, consistency,
reliability, reproducibility, quality and integrity of test data.
The R&D Centre has contributed to the development of new
products and processes for agrochemical active ingredients
and intermediates. It has also enabled the generation,
isolation and characterization of process-related impurities
using in-house GLP-compliant facilities, including analytical
techniques such as IR, Mass and UV spectroscopy, and
standardization for further GLP studies.

Further, the R&D efforts have supported increased
registrations with regulatory authorities such as CIB and in
overseas markets, thereby providing long-term benefits to
the Company.

The Company has been granted five process patents by the
Indian Patent Authority.

ENVIRONMENT

As a responsible corporate citizen and a chemicals
manufacturer, environmental safety remains a key priority
for the Company. The Company continuously endeavors
to ensure compliance with all stipulated pollution control
norms.

INDUSTRIAL RELATIONS

The Company maintained cordial and harmonious industrial
relations with its workmen and staff during the year, and the
management received full cooperation from employees.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration as required
under Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are set out in
Annexure E to this Report.

A statement containing the names of the top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act
read with Rules 5(2) and 5(3) of the aforesaid Rules forms
part of this Report as a separate annexure. However, the
Annual Report is being circulated to the Members excluding
the said annexure. In terms of Section 136 of the Act, the
annexure is available for inspection at the Registered Office
of the Company during business hours, and any Member
interested in obtaining a copy of the same may write to the
Company Secretary.

During the year under review, pursuant to the provisions
of Section 197(14) of the Companies Act, 2013, Mr. Karana
Patel and Mr. Darshan Patel, Executive Directors of the
Company, received remuneration from the subsidiaries of
the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained, your Directors
make the following statements in terms of Section 134(5) of
the Companies Act, 2013:

a) In the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

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 March 31, 2026 and of the profit of the
Company for the year ended on that date;

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

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

e) The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

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.

AUDITORS:-

(A) INTERNAL AUDITOR:-

M/s. C N K Khandwala & Associates, Chartered
Accountants, have been re-appointed as Internal
Auditors for FY 2026-27.

The Internal Auditors report functionally to the Audit
Committee, which ensures independence and
objectivity. The scope of Internal Audit is defined by
the Audit Committee, and significant observations
along with corrective actions are placed before it on a
periodic basis.

(B) STATUTORY AUDITORS: -

During the year under review, the Board of Directors,
at its meeting held on May 10, 2025, appointed
M/s. Mukesh M. Shah & Co., Chartered Accountants
(Firm Registration No. 106625W), Ahmedabad, as
the Statutory Auditors of the Company for a term of
five consecutive years, subject to the approval of the
shareholders. The shareholders approved the said
appointment at the 6^th Annual General Meeting held on
June 28, 2025, consequent to the completion of the
tenure of M/s. SRBC & Co LLP, Chartered Accountants
(Firm Registration No. 324982E/E300003),
Ahmedabad. Accordingly, M/s. Mukesh M. Shah & Co.,
Chartered Accountants, hold office as the Statutory
Auditors of the Company from the conclusion of the 6^th
Annual General Meeting until the conclusion of the 11^th
Annual General Meeting of the Company.

During the year, the Auditors had not reported any
matter under Section 143(12) of the Act and therefore,
no detail is required to be disclosed under Section
134(3) (ca) of the Act.

The Statutory Auditor''s comment on your Company''s
account for the year ended March 31, 2026 are self¬
explanatory in nature and do not require any explanation.
The Auditors Report does not contain any qualification
or adverse remarks.

(C) SECRETARIAL AUDITOR: -

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and in accordance with
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
as amended from time to time, the Company has
appointed M/s. Shahs & Associates, Practicing
Company Secretaries, to undertake the Secretarial
Audit of the Company, for the Financial Year 2025-26.
The appointment of M/s. Shahs & Associates as
Secretarial Auditors for a term of five consecutive
years commencing from FY 2025-26 was approved
by the shareholders at the 6^th Annual General Meeting
of the Company held on June 28, 2025, in line with the
requirements of Regulation 24A of the SEBI (LODR)
Regulations, 2015 (as amended), which, inter alia,
mandates appointment/re-appointment of Secretarial
Auditors for a fixed tenure with the approval of
shareholders.

The Secretarial Audit Report is annexed to this Report
as Annexure - F. The Report does not contain any
qualification, reservation or adverse remark and is self¬
explanatory, and therefore does not call for any further
comments.

Secretarial Audit of Material Unlisted Indian
Subsidiary

Kilburn Chemicals Limited (KCL), a material subsidiary
of the Company carried out Secretarial Audit for the
Financial Year 2025-26 pursuant to Section 204 of the
Act and Regulation 24A of the SEBI Listing Regulations,
2015. The Secretarial Audit Report of KCL submitted
by M/s. Shahs & Associates, Practicing Company
Secretary, is attached as Annexure F1 to this Report,
and it does not contain any qualification, reservation or
adverse remark or disclaimer.

(D) COST-AUDITOR: -

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended, the
Company is required to maintain cost records in respect
of its agrochemical products, which are subject to audit
by a qualified Cost Accountant.

Accordingly, M/s. Kiran J. Mehta & Co., Cost
Accountants (Firm Registration No. 00025), were
appointed as Cost Auditors by the Board of Directors,
on the recommendation of the Audit Committee, for
conducting the audit of cost records of the Company
for the Financial Year ended March 31, 2026. The
remuneration payable to the Cost Auditors for the said
year was ratified by the members at the 6^th Annual
General Meeting held on June 28, 2025.

The Cost Audit Report for the Financial Year 2024-25
has been filed with the Central Government within the
prescribed time in accordance with Section 148(6)
of the Companies Act, 2013 read with Rule 6(6) of the
Companies (Cost Records and Audit) Rules, 2014.

Further, based on the recommendation of the Audit
Committee, the Board of Directors has re-appointed
M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost
Auditors of the Company for the Financial Year 2026-27.

A resolution seeking ratification of the remuneration
payable to the Cost Auditors for the Financial Year
2026-27 forms part of the Notice convening the
ensuing Annual General Meeting.

OTHER DISCSLOSURE AND INFORMATION: -
(A) Annual Listing Fee

The equity shares of the Company are listed on the
National Stock Exchange of India Limited and BSE
Limited. The Company has paid the annual listing fees
to both the stock exchanges for the Financial Year
2026-27.

(B) Material Subsidiary Policy

The Company has adopted a policy for determining
material subsidiary, in line with the requirements of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is available on the
website of the Company at https://meghmani.com/wp-
content/uploads/2021/10/Material-Subsidiary-Policy-
MOL01.pdf

(C) Prevention of Sexual Harassment at workplace

In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with the
Rules made thereunder, the Company has constituted
Internal Complaints Committees (ICC) to address and
redress complaints relating to sexual harassment at the
workplace.

No complaints were pending at the beginning of the
year.

Further, the Company did not receive any complaints
of sexual harassment during the year and, accordingly,
there were no complaints pending as at the end of the
financial year.

(D) Material Changes and Commitments affecting the
Financial Position of the Company

Save and except as disclosed above, no other material
changes and commitments affecting the financial
position of the Company have occurred between the
end of the financial year and the date of this Report.

(E) Significant or Material Orders passed by the
Authority

During the year under review, no significant or material
orders were passed by any regulatory authorities,
courts or tribunals impacting the going concern status
of the Company and its future operations.

(F) Secretarial Standards Compliance

During the year under review, the Company has
complied with all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India
and approved by the Central Government pursuant to
Section 118 of the Companies Act, 2013.

(G) Maternity Benefit Act, 1961

The Company is in compliance of the applicable
provisions of the Maternity Benefit Act, 1961

(H) Change in the Nature of Business

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

(I) Reporting of Frauds

There was no instance of fraud during the year under
review, which required the Auditors to report to the
Audit Committee and / or Board under Section 143(12)
of the Companies Act, 2013 and the rules made there
under.

(J) Declaration/Affirmations:

During the year under review

a. there are no applications made or any proceedings
pending under the Insolvency and Bankruptcy
Code, 2016.

b. the Company has not made any one-time
settlement with any Bank or Financial Institution
as such disclosure or reporting requirements
in respect of the details of difference between
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
is not required.

ACKNOWLEDGMENT

The Board of Directors places on record its sincere
appreciation for the assistance, cooperation and continued
support received from various Central and State Government
Departments, authorities, organizations and agencies.

The Directors also gratefully acknowledge the continued
trust and support extended by all stakeholders of the
Company, including customers, shareholders, dealers,
vendors, bankers and other business associates, during the
year under review.

The Board further places on record its deep appreciation
for the dedication, commitment and valuable contributions
made by the employees at all levels towards the growth and
success of the Company.

For and on behalf of the Board
Ankit Patel

Date: July 29, 2026 Chairman & Managing Director

Place: Ahmedabad DIN - 02180007

Your Board of Directors is pleased to present Sixth Annual Report of your Company together with Audited Financial Statement of the Company for the Financial Year ended on 31^st March, 2025.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of your Company increased to '' 2,00,386.98 Lakhs compared to '' 1,53,985.11 Lakhs showing strength of recover in global market. The Profit Before Finance cost & Depreciation for the year under review increased to '' 22,391.00 Lakhs compared to '' 5,239.57 Lakhs of previous year. Your Company has earned profit after tax of '' 6,642.06 compared to previous year loss of '' 5,656.74 Lakhs.

SEGMENT PERFORMANCE

Crop Protection

During the year under review, Crop Protection constitutes ~72% of the overall company''s revenue. The revenue from segment of the Company increased to '' 1,45,061.85 Lakhs compared to '' 1,07,889.78 Lakhs showing strength of recovery in global market. The Profit Before Finance cost & Depreciation for the year under review increased to '' 20,440.76 Lakhs compared to '' 6,155.10 Lakhs of previous year.

Pigments:

During the year under review, Pigments constitutes ~28% of the overall company''s revenue. The revenue from segment of the Company increased to '' 55,325.12 Lakhs compared to '' 46,095.33 Lakhs showing strength of recovery in global market. The Profit Before Finance cost & Depreciation for the year under review

increased to '' 3,634.93 Lakhs compared to loss of '' 62.05 Lakhs of previous year.

ADVANCING INTEGRATED MANAGEMENT SYSTEMSFOR SAFETY AND SUSTAINABILITY

Strengthening EHS and Sustainability - A Core Commitment

The commitment of your Company towards sustainability extends beyond regulatory compliance. Your Company actively embed Environmental, Health, and Safety (EHS) excellence into the systems of our business operations. We recognize that longterm business resilience is deeply connected to environment protection, workplace safety, and responsible governance. To reinforce this commitment, your Company has taken significant strides in enhancing EHS systems, culture, and performance across our eight manufacturing sites.

Advancing Integrated Management Systems for Safety and Sustainability

As part of strategic approach to sustainability, your Company has implemented an Integrated Management System (IMS) across our Crop Protection and Pigments Divisions, aligning with globally recognized standards such as ISO 14001 (Environmental Management) and ISO 45001 (Occupational Health and Safety). The systematic efforts of your Company has led to all manufacturing facilities either obtaining or progressing towards

(HIRA), Hazard and Operability Studies (HAZOP), Quantitative Risk Assessments (QRA), and Pre-Startup Safety Reviews (PSSR). Through proactive risk mitigation strategies, process controls, and targeted safety training programs, we have cultivated a culture of safety ownership at all levels.

Sustainability at the Core of Business Excellence

With a strong foundation in Responsible Care, the EcoVadis sustainability framework, and ISO-certified Integrated Management Systems, your Company is well-positioned to drive sustainable business growth while ensuring the highest standards of EHS excellence. Our holistic approach to sustainability prioritizes ethical governance, operational efficiency, and environmental responsibility, ensuring that we create long-term value for all stakeholders.

As we move forward, our focus remains on continuous improvement, innovation, and responsible chemical management—reinforcing our role as a leader in sustainable manufacturing. We are committed to delivering safer, environmentally conscious, and high-quality products that contribute to a more sustainable future.

PERFORMANCE OF SUBSIDIARY

MEGHMANI CROP NUTRITION LIMITED(MCNL)

During the year under review, MCNL achieved revenue from operations of '' 4,049.69 Lakhs against previous year of '' 139.93 Lakhs and achieved EBITDA of '' 1,752.37 Lakhs against previous year loss of '' 182.09 Lakhs with annual capacity of 5 crore bottles (~500 ml) per year.

Nano urea is revolutionary Liquid Fertilizer and is effective in enhancing the nutritional quality, crop''s productivity and additionally, it is environmentally safe. India''s urea demand stands at 35 Million metric tons (MMT) per annum, of which nearly 9 MMT is imported to meet urea consumption. Government of India targets to eliminate India''s dependency on urea imports by 2025 as more farmers adopt the usage of Nano Urea. Additionally, it will help reduce Government''s subsidy burden on the conventional urea. Your Company''s foray into Nano Urea amplifies the growth strategy of the company and is aligned with the Prime Minister''s vision of Atmanirbhar Bharat and increasing farmers'' income.

KILBURN CHEMICALS LIMITED(KCL)

During the year under review, KCL achieved revenue from operations of '' 3,396.31 Lakhs against previous year of '' 109.74 and incurred EBITDA loss of '' 5696.90 Lakhs against previous year loss of '' 2593.05 Lakhs. Your Company is one of the largest manufacturers of Phthalocyanine pigment in India and acquisition of KCL would give opportunity to increase its product basket by foray into manufacturing of a bright white pigment, i.e. Titanium Dioxide (TiO2).

Titanium Dioxide (TiO2), an import substitution product, accelerates the Company''s growth plans mirroring the Government''s ''Make in India'' & ''Atmanirbhar Bharat'' vision.

INSURANCE CLAIMS

Fire in Dahej, SEZ in October 2022

During the year under review, your Company has received '' 3,601.58 Lakhs against claim amount of '' 3,803.54 Lakhs for a fire broke out in Finished Goods warehouse of Pigment Plant of the Company located at SEZ unit, Dahej, on 22^nd October, 2022.

Fire in Panoli unit in April 2023

During the year under review, your Company has received '' 782.85 Lakhs against a claim amount of '' 812.97 Lakhs for a fire broke out in Finished Goods warehouse of Pigment Plant of the Company located at Panoli G.I.D.C. District - Bharuch - 392130 on 16^th April, 2023.

Fire in Agro-III at Dahej -2019

The erstwhile Meghmani Organics Limited submitted Business Interruption claim to the insurance Company in the year 2019 and received '' 1261.14 Lakhs in past years. During the year under review, your Company has filed a claim against the Insurance Company for an amount of '' 284.93 Lakhs plus interest thereon. The said claim is under process with the Arbitrator appointed by Hon''ble High Court, Gujarat.

DIVIDEND

The Board of Directors has not recommended any Dividend on equity share for the Financial year 2024-25 in order to conserve profits to be reinvested in the business and strengthen the financial position of the Company.

(A) Dividend Distribution Policy

Your Company has formulated and adopted the policy setting out the parameters and circumstances that shall be taken into account by the Board in determining the distribution of dividend to its shareholders and retaining profits earned by the company as mandated by Regulation 43A of the SEBI (LODR) Regulations, 2015. A dividend distribution policy as adopted by the Company is available on the website of the Company at https://meghmani.com/wp-content/ uploads/2022/08/ Dividend-Distribution-Policy-MOLQ1.pdf.

(B) Transfer to Investor Education and Protection Fund (IEPF) Authority

During the year under review, unclaimed dividend amount of '' 5.59 Lakhs pertaining to FY 2016-17 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government on 24^th October, 2024 and also transferred 27,776 Equity shares of the Company to IEPF on 22^nd November, 2024.

SHARE CAPITAL

As on 31^st March, 2025,

a) the Present Authorised Capital is '' 3,700 Lakhs divided into 37,00,00,000 equity shares of '' 1 each.

CONSTITUTION OF COMMITTEES

To comply with the requirements of listing, the Company has constituted the following Committees

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility

5. Risk Management Committee

The details with regard to the composition, its attendance and reference etc. of above mentioned committees are provided in the Report on Corporate Governance which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS (RPT)

All contracts / arrangements /transactions entered into with Related Parties during the year under review were in the ordinary course of business and on an arm''s length basis.

During the year under review, there is a no material Related Party Transactions with related parties required to be reported in AOC-2.

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 are provided in Annexure- A appended to this report.

CONSOLIDATED FINANCIAL STATEMENT

As on 31^st March, 2025, the Company has the following three subsidiaries;

financial statements of the Company and all its subsidiaries, which form part of the Annual Report. As provided in Section 129(3) of the Companies Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the prescribed format AOC-1 is appended to this Report as Annexure - B. A policy relating to material subsidiaries as approved by the Board may be accessed on the Company''s website in the investor section.

DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises of ten directors with combination of five independent, three executive and two non-executive directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Darshan Patel and Mr. Maulik Patel are the Directors retiring by rotation and being eligible have offered themselves for re-appointment. Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of the Directors re-appointed is appended to the Notice of Annual General Meeting.

(B) KEY MANAGERIAL PERSONNE

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

1. Mr. Ankit Patel-Chairman & Managing Director & CEO

2. Mr. Gurjant Singh Chahal-Chief Financial Officer (CFO)

3. Mr. Jayesh Patel-Company Secretary

(C) INDEPENDENT DIRECTOR

During the year under review, there is no change in the directors of the Company. Your company has the following five Independent Directors as on 31^st March, 2025.

1) Mr. Manubhai Patel

2) Prof. (Dr) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha and

5) Mr. Nikunt Raval

(D) EXECUTIVE DIRECTORS

During the year under review, there is no change in the Executive and non-Executive non-independent director of the Company. As on 31^st March, 2025, the Company has the following executive directors;

The remuneration payable to Executive Directors includes fixed amount of salary and performance based remuneration which shall be decided by the Board of Directors collectively considering the performance of the Company. The details of remuneration paid to Executive Directors are given in the Corporate Governance Report.

(E) INDEPENDENT DIRECTORS'' DECLARTION OF INDEPENDENCE

The Independent Directors were appointed at the Board meeting and hold office for a fixed term not exceeding five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has unspent CSR amount of '' 447 Lakhs which was transferred to Unspent CSR account FY2025 on 29^th April, 2025 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized in terms of CSR policies of the Company. A detailed Annual Report on CSR activities prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - C to this report.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the performance of the Board, its committees and individual directors in accordance with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and accordingly evaluation of the performance of the Board and its Committees have been carried out. The brief information on performance evaluation of Board and individual director is provided in Corporate Governance Report which is annexed to this report.

REMUNERATION POLICY

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about Remuneration Policy is provided in the Corporate Governance Report which is annexed to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or

Company has insurance coverage for Product Liability, Public Liability, Marine coverage and Commercial General Liability (CGL). The Company has Directors'' and Officers'' Liability Policy (D&OL) to provide coverage against the liabilities arising on them.

AGROCHEMICAL REGISTRATION

The Company has 788 registration of export (including Co-partner Registrations worldwide) and Central Insecticides Board (CIB), Faridabad.

RESEARCH & DEVELOPMENT

Research and Development (R & D) Center of the Company situated at Village Chharodi, Taluka: Sanand, District: Ahmedabad, state of the Art R&D facilities are spread over 5000 sq. feet area with ~35 researchers and scientists and have various sophisticated analytical instruments. R & D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization and scale up of new technology from laboratory to production level.

The R&D center accredited with the GLP-certificate of OECD-GLP from National GLP Compliance Monitoring Authority (NGCMA), Department of Science and Technology, Government of India since Oct-2017. Currently GLP Certification No.:GLP/C-21 7/2023 and it is valid from 18^th October, 2023 to 17^th October, 2026. Good Laboratory Practice (GLP) refers to a quality system of management controls for research labs to ensure the uniformity, consistency, reliability, reproducibility, quality and integrity of the tests conducted therein.

R&D center helped in developing new products and process of Agrochemical active ingredients and intermediates, generated and isolated process related impurities for all new developed products, which further characterized by IR, Mass, UV in our inhouse GLP facility and standardized it for further use in GLP activities. It also helped to increase in CIB & Overseas registration of new products, which benefits to the Company in long term.

The Company has been granted 5 process patents by Indian Patent Authority.

ENVIRONMENT

As a responsible corporate citizen and as a chemicals manufacturer environmental 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.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration

1^st Annual General Meeting (AGM) till the conclusion of 6^th AGM.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The Statutory Auditor''s comment on your Company''s account for the year ended 31^st March, 2025 are selfexplanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

On expiry of term of present auditors of the Company, the Board of Directors in their meeting held on 10^th May, 2025 appointed M/s. Mukesh M. Shah & Co (FRN:106625W), Chartered Accountants, Ahmedabad, as a Statutory Auditors of the Company for a period of 5 years''subject to the approval of shareholders in the ensuing Annual General Meeting. The new auditors shall hold the office from the conclusion of 6^th Annual General meeting till the conclusion of 11^th Annual General meeting of the Company.

(C) SECRETARIAL AUDITOR: -

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company and Kilburn Chemicals Limited, material unlisted company for FY 2024-25. The Secretarial Audit Report issued is appended to this report as Annexure -E. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is self- explanatory and need no further clarification. The Board of Directors recommended M/s Shahs & Associates, a peer reviewed firm as Secretarial Auditors for five years starting from FY2026. A Resolution seeking their appointment is included in the Notice convening the Annual General Meeting.

(D) COST-AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost records maintained by the Company in respect of Agrochemicals products are required to be audited by a Qualified Cost Accountant and accordingly, M/s. Kiran J Mehta & Co. Cost Accountants, has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee for audit of cost records for the year ended on 31^st March, 2025 and their remuneration was ratified by members at the 5^th Annual General meeting held on 9^th July, 2024. The Cost Audit Report issued by the Cost Auditors for the FY 2023-24 filed with the Central Government in accordance with section 148(6) of Companies Act, 2013 read with rule 6(6) of the Companies (cost records and audit) Rules, 2014.

Your Directors have on the recommendation of the Audit Committee, appointed M/s. Kiran J Mehta & Co. existing Cost Auditors of the Company (Firm Registration number 00025) to audit the Cost records of the Company for the Financial Year 2025-26.

A Resolution seeking ratification of remuneration payable to M/s. Kiran J Mehta & Co., existing Cost Auditors for FY 202526, is included in the Notice convening the Annual General Meeting.

OTHER DISCSLOSURE AND INFORMATION: -

(A) Annual Listing Fee

The Company is listed with National Stock Exchange of India Limited and BSE Limited and paid annual listing fees to both the Stock exchanges for FY 2025-26.

(B) Prevention of Sexual Harassment at workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

(C) Significant or Material Orders passed by the Authority

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

(D) Secretarial Standards Compliance

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to section 118 of the Companies Act, 2013.

ACKNOWLEDGMENT

The Board of Directors places on record their grateful appreciation for the assistance and continued support received from various Central and State Government Departments, Organizations and Agencies involved therein. Your Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Bankers and other business partners for the excellent support received during the year under review. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to achieve goals of the Company.

For and on behalf of the Board Ankit Patel

Date: 10^th May, 2025 Chairman & Managing Director

Place: Ahmedabad DIN - 02180007

The Board of Directors is pleased to present Fifth Annual Report of your Company together with Audited Financial Statement of the Company for the Financial Year ended on March 31,2024.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of the Company decreased to C 1,53,985.11 Lakhs compared to C 2,55,673.91 Lakhs in the previous year impacted by sluggish demand and lower product price realisation across markets. The Profit Before Finance cost & Depreciation for the year under review decreased to C 5,239.57 Lakhs compared to C 45,994.93 Lakhs. Your Company has incurred a loss of C 5,656.74 Lakhs compared to previous year Profit After Tax of C 25,038.58 Lakhs due to sluggish demand and lower product price realisation.

Segment Performance Crop Protection

During the year under review, Crop Protection constitutes ~70% of the overall company’s revenue. Due to sluggish demand and lower product price realisation across markets, the segment’s performance was impacted. The Company is well positioned to leverage its state-of-the-art infrastructure along with backward integration once the overall situation starts stabilizing from the coming quarters.

Pigments:

During the year under review, Pigments constitutes ~30% of the overall company’s revenue. Pigment industry has been on a downtrend since Q2 FY 2022-23 and the prevailing price erosion in the pigment industry due to demand contraction globally has impacted the segment performance. We anticipate gradual stabilization in the pigment segment in the coming quarters.

INTEGRATED MANAGEMENT SYSTEMS FOR BUSINESS CONTINUITY AND SUSTAINABILITY

Crop Protection and Pigments Division have implemented integrated management system i.e. ISO14001 and ISO45001 to ensure system and practices improvement, presently at five out of six manufacturing facilities are certified with these standards. Your Company has also obtained certification in energy management system in two manufacturing facilities.

To interlink and improve interdependence and safety in entire supply chain management, your Company adopted Responsible Care Management system in year FY2021-22 followed by Responsible Care logo presented in the FY2022-23. At present three manufacturing facilities of Crop Protection and R&D centre of the Company are accredited with RC logo. Responsible care system ensures that all aspects of business continuity i.e. Leadership commitment, Process safety management, workplace safety and health, preparedness of organisation to response emergency, security management systems and distribution safety are being monitored through some Key performance parameters. RC also ensures that company gives equal weightage to CSR and ESG elements.

Responsible Care® (RC) is a global chemical industry''s voluntary initiative to drive continuous improvement in safe chemicals management and achieve excellence in Environmental, Health, Safety and Security (EHS&S) performance. In India, Responsible Care is monitored by the Indian Chemical Council (ICC), an apex industry body representing the chemical industry in India. Responsible Care Guiding Principles pave the path of sustainable development

for our Company and improves workplace safety systems. Successful implementation of Responsible Care ensures that our company will continue to provide beneficial products to society, continually reduce its negative impacts and while maximizing its positive contribution to human health, environment, economy and the society.

During the year under report, your Company started working on ECOVADIS assessment in Q2 of FY 2023-24 and scored 50% marks in first attempt in the recent assessment completed in January, 2024, which is equals to “Good” rank and ECOVADIS has issued us with ‘COMMITED ORGANISATION’ Badge.

ECOVADIS is a global platform which helps the Companies to manage risk and improve compliance. By engaging ourselves in Ecovadis rating, Your Company is driving systemic change and support businesses in improving safety, environmental practices in sustainable manner.

MULTI PURPOSE PLANT

Your Company has commissioned backward integrated Multi Product Plant in third quarter of FY2023 with installed capacity of 5000 MTPA in the Dahej, which manufactures high value new-age insecticides, such as Lambdacyhalothrin Tech, Flubendamide & Beta Cyfluthrin, Cyfluthrin & Spiromesifenthe. This initiative is in line with Atmanirbhar Bharat initiative by Govt. of India and is in continuation to our strategic decision to meet growing agrochemical demand in domestic and Global market.

PERFORMANCE OF SUBSIDIARYKILBURN CHEMICALS LIMITED (KCL)

The Company commissioned Phase I in last quarter of FY 202223 which is under stabilization. During the year under review, KCL achieved revenue from operations of C 109.74 Lakhs. Your Company is one of the largest manufacturers of Phthalocyanine pigment in India and acquisition of KCL would give opportunity to increase its product basket by foray into manufacturing of a bright white pigment, i.e. Titanium Dioxide (TiO₂) with initial capacity of 16,500 metric tons per annum (MTPA).

Titanium Dioxide (TiO₂), an import substitution product, accelerates the Company’s growth plans mirroring the Government’s ‘Make in India’ & ‘Atmanirbhar Bharat’ vision.

MEGHMANI CROP NUTRITION LIMITED(MCNL)

MCNL has recently commissioned Nano Urea manufacturing facility in Q4 FY 2023-24 at Sanand, Nearby Ahmedabad, Gujarat to manufacture Liquid Fertilizer (Nano Urea) having annual capacity at 5 crore bottles (~500 ml) per year. During the year under review, MCNL achieved revenue from operations of C 139.92 Lakhs.

Foray into Liquid Fertilizers amplifies the growth strategy of the company and in agrochemical division. MOL’s foray into Nano Urea is aligned with the Prime Minister’s vision of Atmanirbhar Bharat and increasing farmers’ income.

Nano urea is revolutionary Liquid Fertilizer and is effective in enhancing the nutritional

quality, crop’s productivity and additionally, it is environmentally safe. India’s urea demand stands at 35 Million metric tons (MMT) per annum, of which nearly 29 MMT is produced domestically while the balance is imported. Government of India targets to eliminate India’s dependency on urea imports by 2025 as more farmers adopt the usage of Nano Urea. Additionally, it will help to reduce Government’s subsidy burden on the conventional urea.

FIRE INSURANCE CLAIMS Fire in Dahej, SEZ in October 2022

An unfortunate accident, a fire broke out in Finished Goods warehouse of Pigment Plant of the Company situated at SEZ unit, Dahej, on October 22, 2022 majorly leading to loss of inventories. It was estimated a loss of C 39.25 Crores towards inventory and C 3.10 Crore towards Building and others. The Company has lodged a claim with the insurance company for the loss suffered which is under assessment. The Company is adequately insured for the above-mentioned loss of asset hence does not expect any material net-losses.

Fire in Panoli unit in April 2023

An unfortunate accident, a fire broke out in Finished Goods warehouse of Pigment Plant of the Company situated at Panoli G.I.D.C. District - Bharuch - 3,92,130 on April 16, 2023. There is no impact on production as fire occurred at Finished Goods Warehouse and estimated a loss of C 9.14 Crores towards inventory. The Company has required insurance coverage and the Company has lodged a claim with the insurance company for the loss suffered which is under assessment.

Fire in Agro-III at Dahej -2019

The erstwhile Meghmani Organics Limited submitted Business Interruption claim to the insurance Company in the year 2019 and received C 1,261.14 Lakhs in past year. During the year under review, your Company received claim of C 105.40 Lakhs against consented claim of C 390.33 Lakhs under Business Interruption Loss. Your Company has invoked arbitration procedure against the insurance Company against arbitrary deduction in the business interruption claim.

DIVIDEND

The Board of Directors has not recommended any Dividend on equity share for the Financial year 2023-24 due to financial loss incurred by the Company in view of continued to witness sluggish global demand coupled with lower product price realizations across markets impacting our revenue and profitability.

(A) Dividend Distribution Policy

As per Regulation 43A of the SEBI (LODR) Regulations, 2015, the top 1000 listed companies shall formulate a dividend distribution policy. Accordingly, your Company has formulated and adopted the policy setting out the parameters and circumstances that shall be taken into account by the Board in determining the distribution of dividend to its shareholders and retaining profits earned by the company. A dividend distribution policy as adopted by the Company is available on the website of the Company at https://meghmani.com/wp-content/uploads/2022/08/ Dividend-Distribution-Policy-MOL01.pdf

(B) Transfer to Investor Education and Protection Fund (IEPF) Authority

During the year, unclaimed dividend amount of C 5.48 Lakhs pertaining to FY 2015-16 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government on 13th March, 2024 and also transferred 32124 Equity shares of the Company to IEPF in April, 2024.

SHARE CAPITAL

As on March 31, 2024,

1) the Present Authorised Capital is C 37.00 Lakhs divided into 37,00,00,000 equity shares of C 1 each.

2) the Paid up Equity Share Capital of the Company stood at 2,543.14 Lakhs divided into 25,43,14,211 equity shares of C 1 each.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. The Company has not issued any convertible instrument during the year. No disclosure is required under Section 67(3) (c) of the Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

AUDITORS’ REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on March 31,2024.

FINANCIAL LIQUIDITY

Cash and Cash equivalent as at March 31,2024 was C 1,412.78 Lakhs compared with previous year of C 2,758.61 Lakhs. The Company’s working capital management is based on a well-organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

CREDIT RATING

CRISIL has Long Term Rating CRISIL A /Negative (downgraded from ‘CRISILAA-/Negative) and Short Term Rating CRISIL A1 (downgraded from CRISIL A1 ) to its total Bank loan facility of C 1,094 Crore vide its letter RL/MEGORGN/336662/ BLR/0224/79093 issued on February 08, 2024 to the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023 and the draft annual return as on March 31, 2024 is available on the website of the Company at https://meahmani.com/investors/investor-information/ StockExchanaeInformation/OtherDisclosures.

BOARD MEETINGS

During the year under review, the Board met four times on April 29, 2023, August 14, 2023, November 7, 2023 and January 30,

2024. The compositions of the Board and its attendance have been given in the Report on Corporate Governance which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

To comply with the requirements of listing, the Company has constituted the following Committees

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility

5. Risk Management Committee

The details with regard to the composition, its attendance, of reference etc. of above mentioned committees are provided in the Report on Corporate Governance which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS (RPT)

All contracts / arrangements / transactions entered into with Related Parties during the year under review were in the ordinary course of business and on an arm’s length basis.

During the year under review, there is a no material Related Party Transactions with related parties required to be reported in AOC-2.

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 are provided in Annexure- A appended to this report.

CONSOLIDATED FINANCIAL STATEMENT

As on March 31, 2024, the Company has the following five subsidiaries;

In accordance with the provisions of section 129(3) of the Companies Act, 2013 read with regulation 33 of SEBI (LODR) Regulations, 2015, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. As provided in Section 129(3) of the Companies Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the prescribed format AOC-1 is appended to this Report as Annexure - B. A policy relating to material subsidiaries as approved by the Board may be accessed on the Company’s website in the investor section.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises of ten directors with combination of five independent and five non-independent directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Ankit Patel and Mr. Karana Patel are the Directors retiring by rotation and being eligible have offered themselves for re-appointment. Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of the Directors re-appointed is appended to the Notice of Annual General Meeting.

(B) KEY MANAGERIAL PERSONNE

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

1. Mr. Ankit Patel

Chairman & Managing Director & CEO

2. Mr. Gurjant Singh Chahal Chief Financial Officer (CFO)

3. Mr. Jayesh Patel Company Secretary

(C) CHANGE IN INDEPENDENT DIRECTOR

During the year under review, Mr. Shalin Mehta ceased to be independent Director w.e.f. November 7, 2023 and Mr. Nikunt Raval has been appointed as Independent Director by the Board of directors in their meeting held on November 7, 2023 which was subsequently approved by the members through postal ballot on December 10, 2023.

Your company has the following 5 (Five) Independent Directors as on March 31, 2024.

1) Mr. Manubhai Patel

2) Prof. (Dr) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha and

5) Mr. Nikunt Raval

(D) APPOINTMENT OF EXECUTIVE DIRECTORS

During the year under review. Mr. Ankit Patel (DIN: 02180007) has been appointed as Chairman & Managing Director, Mr. Karana Patel (DIN: 01727321) and Mr. Darshan Patel (DIN: 02047676) have been appointed as Executive Directors and Mr. Maulik Patel (DIN: 02006947) and Mr. Kaushal Soparkar (DIN: 01998162) have been appointed as Non-executive non-Independent Director w.e.f. August 14, 2023 and Mr. Jayantilal Patel, Executive Chairman, Mr. Ashish Soparkar, Managing Director, Mr. Natwarlal Patel, Managing Director, Mr. Ramesh Patel, Executive Director, Mr. Anand Patel, Executive Director have vacated their office and ceased to be director w.e.f. August 16, 2023 in order to implement succession planning within the organization. As on March 31, 2024, the Company have the following executive directors;

The remuneration payable to Executive Directors includes fixed amount of salary and performance based remuneration which shall be decided by the Board of Directors collectively considering the performance of the Company. The details of remuneration paid to Executive Directors are given in the Corporate Governance Report.

(E) INDEPENDENT DIRECTORS DECLARTION OF INDEPENDENCE

The Independent Directors were appointed at the Board meeting and hold office for a fixed term not exceeding five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has spent C 25.00 Lakhs towards CSR activities in accordance with the policy on CSR and unspent CSR amount of C 630 Lakhs has been transferred to Unspent CSR account FY2024 on April 30, 2024 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized in terms of CSR policies of the Company. A detailed Annual Report on CSR activities prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - C to this report.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the performance of the Board, its committees and individual directors in accordance with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and accordingly evaluation of the performance of the Board and its Committees have been carried out. The brief information on performance evaluation of Board and individual director is provided in Corporate Governance Report which is annexed to this report.

REMUNERATION POLICY

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about Remuneration Policy is provided in the Corporate Governance Report which is annexed to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit and Risk Management Committee, in appropriate cases. The Whistle Blower Policy is hosted on the website of the Company under investor section.

RISK MANAGEMENT

The risks are measured, estimated and controlled with the objective to mitigate its adverse impact on the business of the Company. The Company has inherent risk associated with its business apart from credit risk, liquidity risk and market risk. The Company has an effective risk management framework to monitor the risk controls in key business processes. In order to minimize any adverse effects on the bottom line, your Company takes various mitigation measures such as credit

controls, foreign exchange forward contracts to hedge foreign currency risk apart from insuring its assets through various insurance policies.

CORPORATE GOVERNANCE

The Management of the Company ensures to maintain high standards of Corporate Governance in conducting its business and to exist an effective self-regulatory mechanism to protect the interest of various Stakeholders. Your Company has complied with the mandatory requirement specified under SEBI (LODR) Regulations, 2015 and the Report on Corporate Governance for FY2023-24 prepared in accordance with Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015 is appended to this Report as Annexure - D. The requisite Certificate from Shahs & Associates, Practicing Company Secretaries, Ahmedabad confirming the compliance with the conditions of corporate governance is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V to the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORTING (BRSR)

Business Responsibility and Sustainable Reporting for the year under review, as stipulated under Regulation 34 (2) (f) of SIBI (LODR) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023 is available at https://meghmani.com/wp-content/ uploads/2024/06/BRSR-2023-24.pdf.

INSURANCE

The Company’s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk Policy. The Company has insurance coverage for Product Liability, Public Liability, Marine coverage and Commercial General Liability (CGL). The Company has Directors’ and Officers’ Liability Policy (D&OL) to provide coverage against the liabilities arising on them.

AGROCHEMICAL REGISTRATION

The Company has 780 registration of export (including Copartner Registrations worldwide) and Central Insecticides Board (CIB), Faridabad.

RESEARCH & DEVELOPMENT

Research and Development (R & D) Center of the Company situated at Village Chharodi, Taluka: Sanand, District: Ahmedabad, state of the Art R&D facilities are spread over 5000 sq. feet area with ~35 researchers and scientists and have various sophisticated analytical instruments. R & D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization and scale up of new technology from laboratory to production level.

The R&D center accredited with the GLP-certificate of OECD-GLP from National GLP Compliance Monitoring Authority (NGCMA), Department of Science and Technology, Government of India since Oct-2017. Currently GLP Certification No.:GLP/C-217/2023 and it is valid from October 18, 2023 to October 17, 2026. Good Laboratory Practice (GLP) refers to a quality system of management controls for research labs to ensure the uniformity, consistency, reliability, reproducibility, quality and integrity of the tests conducted therein.

R&D center helped in developing new products and process of Agrochemical active ingredients and intermediates, generated and isolated process related impurities for all new developed products, which further characterized by IR, Mass, UV in our in-house GLP facility and standardized it for further use in GLP activities. It also helped to increase in CIB & Overseas registration of new products, which benefits to the Company in long term.

The Company has been granted 4 process patents by Indian Patent Authority.

ENVIRONMENT

As a responsible corporate citizen and as a chemicals manufacturer environmental 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.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees 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) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and Audited Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the Annexure may write to the Company Secretary at the registered office of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act (Act):-

a) In the preparation of the Annual Accounts, 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 as at March 31,2024 and of the profit of the Company for the period ended on March 31,2024.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 have been operating effectively.

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

AUDITORS:-

(A) INTERNAL AUDITOR:-

M/s. C N K Khandwala & Associates, Chartered Accountants has been reappointed as Internal Auditor for the Financial Year 2024-25.

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

(B) STATUTORY AUDITORS: -

M/s. SRBC & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E 300003) were appointed as Statutory Auditors on August 4, 2020, to hold office for a period of five consecutive years from the conclusion of 1st Annual General Meeting (AGM) till the conclusion of 6th AGM.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The Statutory Auditor’s comment on your Company’s account for the year ended March 31, 2024 are selfexplanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

(C) SECRETARIAL AUDITOR: -

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company and Kilburn Chemicals Limited, material unlisted company for FY 2023-24. The Secretarial Audit Report issued is appended to this report as Annexure -E. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is self- explanatory and need no further clarification.

(D) COST-AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost records maintained by the Company in respect of Agrochemicals products are required to be audited by a Qualified Cost Accountant and accordingly, M/s. Kiran J Mehta & Co. Cost Accountants, has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee for audit of cost records for the year ended on March 31, 2024 and their remuneration was ratified by members at the 4th Annual General meeting held on June 27, 2023. The Cost Audit Report issued by the Cost Auditors for the FY 2022-23 filed with the Central Government in accordance with section 148(6) of Companies Act, 2013 read with rule 6(6) of the Companies (cost records and audit) Rules, 2014.

Your Directors have on the recommendation of the Audit Committee, appointed M/s. Kiran J Mehta & Co. existing Cost Auditors of the Company (Firm Registration number 00025) to audit the Cost records of the Company for the Financial Year 2024-25.

A Resolution seeking ratification of remuneration payable to M/s. Kiran J Mehta & Co., existing Cost Auditors for FY 2024-25, is included in the Notice convening the Annual General Meeting.

OTHER DISCSLOSURE AND INFORMATION: -

(A) Annual Listing Fee

The Company is listed with National Stock Exchange of India Limited and BSE Limited and paid annual listing fees to both the Stock exchanges for FY 2024-25.

(B) Prevention of Sexual Harassment at workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of the Act

which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

(C) Significant or Material Orders passed by the Authority

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

(D) Secretarial Standards Compliance

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to section 118 of the Companies Act, 2013.

ACKNOWLEDGMENT

The Board of Directors places on record their grateful appreciation for the assistance and continued support received from various Central and State Government Departments, Organizations and Agencies involved therein. Your 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 under review. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to achieve goals of the Company.

Your Board of Directors is pleased to present Fourth Annual Report of your Company together with Audited Financial Statement of the Company for the Financial Year ended on March 31,2023.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of the Company increased to H 2,55,673.91 Lakhs compared to H 2,49,397.15 Lakhs in the previous year, registering a growth of 2.52%. The EBITDA for the year under review decreased to H 36398.62 Lakhs compared to H 37,941.29 Lakhs. Your Company has earned Profit After Tax of H 25,038.58 Lakhs compared to previous year of H 30,797.22 Lakhs.

SEGMENT PERFORMANCE

Agro Chemicals

During the year under review, Agrochemicals constitutes ~76% of the overall company’s revenue. Despite of multiple unfavourable global macro-economic challenges, the segment’s EBITDA margins stood at 19.6% in FY23 vs. 20.2% in FY22. The Company is well positioned to benefit from ‘China plus one’ strategy of global players coupled with enhanced capacity eyeing on new molecules in agrochemicals.

Pigments:

During the year under review, Pigments constitutes ~24% of the overall company’s revenue. Currently, pigment industry is going through a challenging phase resulting slow export demand and contraction in prices. During FY23 the pigment

division’s performance was adversely impacted due to liquidation of high-cost inventory. The pigment division recovery is likely to be expected from the coming quarters.

ACCREDITATION OF RESPONSIBLE CARE

Your Company has been presented with accreditation of Responsible Care (our Commitment to sustainability) for Agro Division (all units of agrochemicals) by Indian Chemical Council, apex industry body representing chemical industry in India pursuing "Responsible Care Programme” in the last quarter of the year under review.

Responsible Care® (RC) is a global chemical industry''s voluntary initiative to drive continuous improvement in safe chemicals management and achieve excellence in Environmental, Health, Safety and Security (EHS&S) performance. In India, Responsible Care is monitored by the Indian Chemical Council (ICC), an apex industry body representing the chemical industry in India.

Responsible Care Guiding Principles pave the path of sustainable development for our Company and improves workplace safety systems. Successful implementation of Responsible Care ensures that our company will continue to provide beneficial products to society, continually reduce its negative impacts and while maximizing its positive contribution to human health, environment, economy and the society.

MULTI PURPOSE PLANT

During the year under review, your Company commissioned backward integrated Multi Product Plant in third quarter of FY2023 with installed capacity of 5,000 MTPA in the Dahej, which manufactures high value new-age insecticides, such as Lambdacyhalothrin Tech, Flubendamide & Beta Cyfluthrin, Cyfluthrin & Spiromesifenthe. This initiative is in line with Atmanirbhar Bharat initiative by Govt. of India and is in continuation to our strategic decision to meet growing agrochemical demand in domestic and Global market. This facility is anticipated to contribute a total revenue of H ~600 Crores on full year of operations.

PERFORMANCE OF SUBSIDIARY KILBURN CHEMICALS LIMITED

As you are aware that your Company has acquired Kilburn Chemicals Limited (KCL) through National Company Law Tribunal (NCLT) vide its order dated December 16, 2021. Your Company is one of the largest manufacturers of Phthalocyanine pigment in India and this acquisition would give opportunity to increase its product basket by foray into manufacturing of a bright white pigment, i.e. Titanium Dioxide (TiO2) with initial capacity of 16,500 metric tons per annum (MTPA). This new facility is estimated to contribute H ~300 Crores on full year basis to the topline.

Titanium Dioxide (TiO2), an import substitution product, accelerates the Company’s growth plans mirroring the Government’s ‘Make in India’ & ‘Atmanirbhar Bharat’ vision.

MEGHMANI CROP NUTRITION LIMITED (MCNL)

MCNL a wholly owned subsidiary has entered into a licensing agreement with one of leading domestic fertiliser manufacturer for producing Nano Urea (Liquid) Fertilizer by using their domestically developed patented Technology.

Nano urea is revolutionary Liquid Fertilizer and is effective in enhancing the nutritional quality, crop’s productivity and additionally, it is environmentally safe. India’s urea demand stands at 35 Million metric tons (MMT) per annum, of which nearly 29 MMT is produced domestically while the balance is imported. Government of India targets to eliminate India’s dependency on urea imports by 2025 as more farmers adopt the usage of Nano Urea. Additionally, it will help reduce Government’s subsidy burden on the conventional urea.

MCNL is in the process for setting up the plant in Gujarat with a capex of H 150 crore to manufacture Liquid Fertilizer (Nano Urea). The Plant’s annual capacity is pegged at 5 crore bottles (~500 ml) per year, which is expected to commence the commercial production by Q4 FY24. It is anticipated to achieve a top line of H 1,000 crores on an annual basis from this project. Foray into Liquid Fertilizers amplifies the growth strategy of the company and in agrochemical division. MOL’s

foray into Nano Urea is aligned with the Prime Minister’s vision of Atmanirbhar Bharat and increasing farmers’ income.

FIRE INSURANCE CLAIM

Fire in Dahej, SEZ in October 2022

An unfortunate accident, a fire broke out in Finished Goods warehouse of Pigment Plant of the Company located at SEZ unit, Dahej, on 22^nd October, 2022 majorly leading to loss of inventories. The Company has estimated a loss of H 39.25 Crores towards inventory and H 3.10 Crore towards Building and others. The Company has lodged a claim with the insurance company for the loss suffered which is under assessment. The Company is adequately insured for the above-mentioned loss of asset hence does not expect any material net-losses.

Fire in Panoli unit in April 2023

An unfortunate accident, a fire broke out in Finished Goods warehouse of Pigment Plant of the Company located at Panoli G.I.D.C. District - Bharuch on 16^th April, 2023. There is no impact on production as fire occurred at Finished Goods Warehouse. The Company has required insurance coverage to safeguard the loss/damage which is under assessment.

Fire in Agro-III at Dahej -2019

Your Company had received H 650 Lakhs in FY 2021 and H 611.14 Lakhs in FY 2022 against the Final Claim of material loss of H 1,300 Lakhs of erstwhile Meghmani Organics Limited. The Company has also submitted the Business Interruption claim to Surveyor which is under process by the insurance Company.

DIVIDEND

The Board of Directors has recommended a Final Dividend of H 1.40 per equity share (140%) on equity share for the Financial year 2022-23, which if declared at the ensuing Annual General Meeting of the Company, will be paid to the shareholders of the Company. The dividend pay-out for the year under review will be H 3,560.40 Lakhs which is same as in the previous year.

(A) Dividend Distribution Policy

As per Regulation 43A of the SEBI (LODR) Regulations, 2015, the top 1000 listed companies shall formulate a dividend distribution policy. Accordingly, your Company has formulated and adopted the policy setting out the parameters and circumstances that shall be taken into account by the Board in determining the distribution of dividend to its shareholders and retaining profits earned by the company. A dividend distribution policy as adopted by the Company is available on the website of the Company at www.meghmani.com in the investor section.

(B) Transfer to Investor Education and Protection Fund (IEPF) Authority

During the year, unclaimed dividend amount of H 6.17 Lakhs pertaining to FY 2014-15 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government.

SHARE CAPITAL

As on March 31,2023,

1) the Authorised Capital is H 37.00 Lakhs divided into 37,00,00,000 equity shares of H 1 each.

2) the Paid up Equity Share Capital of the Company stood at 2,543.14 Lakhs divided into 25,43,14,211 equity shares of H 1 each.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. The Company has not issued any convertible instrument during the year. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

AUDITORS’ REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on March 31,2023.

FINANCIAL LIQUIDITY

Cash and Cash equivalent as at March 31, 2023 was H 2,758.61 Lakhs compared with previous year of H 906.33 Lakhs. The Company’s working capital management is based on a well- organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

CREDIT RATING

CRISIL has reaffirmed Long Term Rating CRISIL AA-/ Stable and Short Term Rating CRISIL A1 to its total Bank loan facility of H 876 Crore vide its letter RL/MEGORGN/314970/ BLR/0323/55396 issued on March 30, 2023 to the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023 is available on the website of the Company at www.meghmani.com in the investor section.

BOARD MEETINGS

During the year under review, the Board met four times on May 2, 2022, July 22, 2022, October 21, 2022 and January 21,2023. The compositions of the Board and its attendance have been given in the Report on Corporate Governance which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

To comply with the requirements of listing, the Company has constituted the following Committees

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility

5. Risk Management Committee

The details with regard to the composition, its attendance, of reference etc. of above mentioned committees are provided in the Report on Corporate Governance which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS (RPT)

All contracts / arrangements / transactions entered into with Related Parties during the year under review were in the ordinary course of business and on an arm’s length basis.

During the year under review, there is a no material Related Party Transactions with related parties required to be reported in AOC-2.

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 are provided in Annexure- A appended to this report.

CONSOLIDATED FINANCIAL STATEMENT

As on March 31, 2023, the Company has the following five subsidiaries;

(B) KEY MANAGERIAL PERSONNEL

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

1. Mr. Ankit Patel - Chief Executive Officer (CEO)

2. Mr. Gurjant Singh Chahal - Chief Financial Officer (CFO)

3. Mr. Jayesh Patel - Company Secretary

(C) CHANGE IN INDEPENDENT DIRECTORS

During the year under review, two directors Mr. C S Liew and Mr. Bhaskar Rao ceased to be independent director w.e.f. May 4, 2022 due to expiry of their term. Dr. Varesh Sinha and Mr. Shalin Mehta have been appointed as nonexecutive independent director of the Company by the Board of directors in their meeting held on July 22, 2022 which were subsequently approved by the members through postal ballot. Your company has the following 5 (Five) Independent Directors as on March 31,2023.

1) Mr. Manubhai Patel

2) Prof. (Dr) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha and

5) Mr. Shalin Mehta

(D) APPOINTMENT OF EXECUTIVE DIRECTORS

As on March 31,2023, the Company have the following executive directors;

The remuneration payable to Executive Directors includes fixed amount of salary and performance based remuneration which shall be decided by the Board of Directors collectively considering the performance of the Company. The details of remuneration paid to Executive Directors are given in the Corporate Governance Report.

(E) INDEPENDENT DIRECTORS DECLARTION OF INDEPENDENCE

The Independent Directors were appointed at the Board meeting and hold office for a fixed term not exceeding five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has spent H 219.31 Lakhs towards CSR activities in accordance with the policy on CSR and unspent CSR amount of H 292.00 Lakhs has been transferred to Unspent CSR account FY2023 on April 27, 2023 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized in terms of CSR policies of the Company. A detailed Annual Report on CSR activities prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - C to this report.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the performance of the Board, its committees and individual directors in accordance with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and accordingly evaluation of the performance of the Board and its Committees have been carried out. The brief information on performance evaluation of Board and individual director is provided in Corporate Governance Report which is annexed to this report.

REMUNERATION POLICY

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about Remuneration Policy is provided in the Corporate Governance Report which is annexed to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit and Risk Management Committee, in appropriate cases. The Whistle Blower Policy is hosted on the website of the Company under investor section.

RISK MANAGEMENT

The risks are measured, estimated and controlled with the objective to mitigate its adverse impact on the business of the Company. The Company has inherent risk associated with its business apart from credit risk, liquidity risk and market risk. The Company has an effective risk management framework to monitor the risk controls in key business processes. In order to minimize any adverse effects on the bottom line, your Company takes various mitigation measures such as credit controls, foreign exchange forward contracts to hedge foreign currency risk apart from insuring its assets through various insurance policies.

CORPORATE GOVERNANCE

The Management of the Company ensures to maintain high standards of Corporate Governance in conducting its business and to exist an effective self-regulatory mechanism to protect the interest of various Stakeholders. Your Company has complied with the mandatory requirement specified under SEBI (LODR) Regulations, 2015 and the Report on Corporate Governance for FY2022-23 prepared in accordance with Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015 is appended to this Report as Annexure - D. The requisite Certificate from Shahs & Associates, Practicing Company Secretaries, Ahmedabad confirming the compliance with the conditions of corporate governance is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V to the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTINABLE REPORTING (BRSR)

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalization. Business Responsibility and Sustainable Reporting for the year under review, as stipulated under Regulation 34 (f) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No: SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 is appended to this Report as Annexure - F.

INSURANCE

The Company’s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk Policy. The Company has insurance coverage for Product Liability, Public Liability, Marine coverage and Commercial General Liability (CGL). The Company has Directors’ and Officers’ Liability Policy (D&OL) to provide coverage against the liabilities arising on them.

AGROCHEMICAL REGISTRATION

The Company has 690 registration of export (including Copartner Registrations worldwide) and Central Insecticides Board (CIB), Faridabad. The company has 34 Trade Marks registrations.

RESEARCH & DEVELOPMENT

Research and Development (R & D) Center of the Company situated at Village Chharodi, Taluka: Sanand, District: Ahmedabad, state of the Art R&D facilities are spread over 5000 sq. feet area with ~35 researchers and scientists and have various sophisticated analytical instruments. R & D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization and scale up of new technology from laboratory to production level.

The R&D center accredited with the GLP-certificate of OECD-GLP from National GLP Compliance Monitoring Authority (NGCMA), Department of Science and Technology, Government of India since Oct-2017. Currently GLP Certificate N0: GLP/C-162/2021 is valid from Oct, 2020 to 2023. Good Laboratory Practice (GLP) refers to a quality system of management controls for research labs to ensure the uniformity, consistency, reliability, reproducibility, quality and integrity of the tests conducted therein.

R&D center helped in developing new products and process of Agrochemical active ingredients and intermediates, generated and isolated process related impurities for all new developed products, which further characterized by IR, Mass, UV in our in-house GLP facility and standardized it for further use in GLP activities. It also helped to increase in CIB & Overseas registration of new products, which benefits to the Company in long term.

The Company has been granted 3 process patents by Indian Patent Authority and filed 1 Patent application which is under consideration.

ENVIRONMENT

As a responsible corporate citizen and as a chemicals manufacturer environmental 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.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees 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) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and Audited Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the Annexure may write to the Company Secretary at the registered office of the Company for a copy of it.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act (Act):-

a) In the preparation of the Annual Accounts, 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 as at March 31,2023 and of the profit of the Company for the period ended on March 31,2023.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 have been operating effectively.

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

AUDITORS:-

(A) INTERNAL AUDITOR:-

M/s. C N K Khandwala & Associates, Chartered Accountants has been reappointed as Internal Auditor for the Financial Year 2023-24.

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

(B) STATUTORY AUDITORS:-

M/s. SRBC & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E 300003) were appointed as Statutory Auditors on August 4, 2020, to hold office for a period of five consecutive years from the conclusion of 1^st Annual General Meeting (AGM) till the conclusion of 6^th AGM.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The Statutory Auditor’s comment on your Company’s account for the year ended March 31, 2023 are selfexplanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

(C) SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company and Kilburn Chemicals Limited, material unlisted company for FY 2022-23. The Secretarial Audit Report issued is appended to this report as Annexure - E. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is selfexplanatory and need no further clarification.

(D) COST-AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost records maintained by the Company in respect of Agrochemicals products are required to be audited by a Qualified Cost Accountant and accordingly, M/s. Kiran J Mehta & Co. Cost Accountants, has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee for audit of cost records for the year ended on March 31, 2023 and their remuneration was ratified by members at the 3^rd Annual General meeting held on June 27, 2022. The Cost Audit Report issued by the Cost Auditors for the FY 2021-22 filed with the Central Government in accordance with section 148(6) of Companies Act, 2013 read with rule 6(6) of the Companies (cost records and audit) Rules, 2014.

Your Directors have on the recommendation of the Audit Committee, appointed M/s. Kiran J Mehta & Co. existing Cost Auditors of the Company (Firm Registration number 00025) to audit the Cost records of the Company for the Financial Year 2023-24.

A Resolution seeking ratification of remuneration payable to M/s. Kiran J Mehta & Co., existing Cost Auditors for FY 2023-24, is included in the Notice convening the Annual General Meeting.

OTHER DISCSLOSURE ANDINFORMATION: -

(A) Annual Listing Fee

The Company is listed with National Stock Exchange of India Limited and BSE Limited and paid annual listing fees to both the Stock exchanges for FY 2023-24.

(B) Prevention of Sexual Harassment at workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

(C) Significant or Material Orders passed by the Authority

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

(D) Secretarial Standards Compliance

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to section 118 of the Companies Act, 2013.

ACKNOWLEDGMENT

The Board of Directors places on record their grateful appreciation for the assistance and continued support received from various Central and State Government Departments, Organizations and Agencies involved therein. Your 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 under review. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to achieve goals of the Company.

For and on behalf of the Board Jayanti Patel

Date: April 29, 2023 Executive Chairman

Place: Ahmedabad DIN - 00027224

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of the Company increased to H 2,49,397.15 Lakhs compared to H 1,62,344.28 Lakhs in the previous year, registering a growth of53.62%. The EBITDA for the year under review increased to H 47,564.80 Lakhs compared to H 30,463.73 Lakhs registering a growth of 56.14%. Your Company has earned Profit After Tax of H 30,797.22 Lakhs compared to previous year of H 18,501.43 Lakhs registering a growth of 66.46%.

SEGMENT PERFORMANCE

Agro Chemicals:

During the year under review, the revenue from operations increased to H 1,73,846.39 Lakhs compared to H 1,04,506.08 Lakhs in the previous year, registering a growth of 66.35%. The EBITDA for the year under review increased to H 35,068.47 Lakhs compared to H 23,443.71 Lakhs registering a growth of 49.58%. 87% of revenue in this segment accounted for exports.

Pigments:

During the year under review, the revenue from operations increased to H 75,550.77 Lakhs compared to H 57,838.19 Lakhs in the previous year, registering a growth of 30.62%. The EBITDA for the year under review decreased to H 7,027.60 Lakhs compared to H 10,453.62 Lakhs which lead to drop of by 35.77%. 82% of revenue in this segment accounted for exports.

ACQUISITION OF KILBURN CHEMICALS LIMITED

Your Company has acquired Kilburn Chemicals Limited (KCL) through National Company Law Tribunal (NCLT) vide

its order dated December 16, 2021 and KCL became the wholly owned subsidiary of the Company on completion of acquision. Your Company is one of the largest manufacturers of Phthalocyanine pigment in India and this acquisition would give opportunity to increase its product basket by foray into manufacturing of a bright white pigment, i.e. Titanium Dioxide (TiO2) with initial capacity of 16,500 metric tons per annum (MTPA).

The Company anticipates doubling up its Titanium Dioxide (TiO2) capacity to 33,000 MTPA by FY2024 by incurring an additional estimated capex of H 325 Crores to be funded by an appropriate mix of internal accruals and debt. Titanium Dioxide (TiO2), has multiple industrial applications, including Paints, Plastics, Inks, Dyes, Paper and Cosmetics, etc.

Titanium Dioxide (TiO2), an import substitution product, accelerates the Company’s growth plans mirroring the Government’s ‘Make in India’ & ‘Atmanirbhar Bharat’ vision.

COMPOSITE SCHEME OF ARRANGEMENT & LISTING OF SHARES

The Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated May 3, 2021 (the “Order”), had approved the Scheme of Arrangement (“the Scheme”) to demerge the Agrochemicals and Pigments Division of erstwhile Meghmani Organics Limited along with its investment in Optionally Convertible Redeemable Preference Shares (“OCRPS”) of Meghmani Finechem Limited (MFL) and transferred to the Company as a going concern. The Scheme had been made effective from May 10, 2021. As an integral part of the Scheme, the name of your Company had been changed from Meghmani Organochem Limited to “Meghmani Organics Limited” vide Certificate of Incorporation pursuant to change of

name issued by the Registrar of Companies, Gujarat on August 3, 2021. The equity shares issued pursuant to the Scheme have been listed on NSE and BSE effective from August 18, 2021.

The Singapore Depository Shares of erstwhile Meghmani Organics Limited (CIN L24110GJ1995PLC024052) were delisted from Singapore Exchange Securities Trading Limited (SGX-ST) with effect from 17 January, 2022.

COVID-19 PANDEMIC & IMPACT ON OUR BUSINESS

The Company continues to adopt measures to curb the impact of COVID-19 pandemic in order to protect the health of its employees and ensure business continuity with minimal disruption including remote working, maintaining social distancing, sanitization of workspaces etc. The Company has taken into account all the possible impacts of COVID-19 in preparation of these financial statements, including but not limited to its assessment of liquidity and going concern assumption and recoverable values of its financial and non-financial assets. The Company has carried out this assessment based on available internal and external sources of information up to the date of approval of these financial statements and believes that the impact of COVID-19 is not material to these financial statements and expects to recover the carrying amount of its assets and meet the current financial obligations. However, the impact assessment of this pandemic is a continuing process given the uncertainties associated with its nature and duration. Accordingly, the Company will continue to monitor any material changes to future economic conditions.

DIVIDEND

The Board of Directors has recommended a Final Dividend of H 1.40 per equity share (140%) on equity share for the Financial year 2021-22, which if declared at the ensuing Annual General Meeting of the Company, will be paid to the shareholders of the Company. The dividend pay-out for the year under review will be H 3,560.40 Lakhs which is same as in the previous year.

(A) Dividend Distribution Policy

As per Regulation 43A of the SEBI (LODR) Regulations, 2015, the top 1000 listed companies shall formulate a dividend distribution policy. Accordingly, your Company has formulated and adopted the policy setting out the parameters and circumstances that shall be taken into account by the Board in determining the distribution of dividend to its shareholders and retaining profits earned by the company. A dividend distribution policy as adopted by the Company is available on the website of the Company at www. meghmani.com in the investor section.

(B) Transfer to Investor Education and Protection Fund (IEPF) Authority

During the year, unclaimed dividend amount of H 1.97 Lakhs pertaining to FY 2013-14 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government.

(C) Transfer of Shares in favour of Investor Education and Protection Fund (IEPF) Authority

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares on which dividends have not been claimed for 7 consecutive years were required to be transferred in favour of IEPF authority. Accordingly, the Company has transferred 45,489 Equity Shares in favour of IEPF Authority during Financial Year 2021-22 with this total 1,78,018 Equity Shares have been transferred till FY 2021-22.

SHARE CAPITAL

(A) Authorized Share Capital

As per the order of Hon’ble NCLT, Ahmedabad Bench, the Authorised Share Capital representing 11,50,00,000 equity shares of H 1 each of erstwhile Meghmani Organics Limited had been transferred to the Company. The Company has further increased its authorised share capital represented by 25,45,00,000 equity shares of H 1 each and the Present Authorised Capital is H 37,00,00,000/- divided into 37,00,00,000 equity shares of H 1 each.

(B) Issued and Paid Share Capital

As an integral part of the Scheme of Arrangement,

a) The Share Capital amounting to H 5,00,000 stood cancelled automatically and reduced in terms of section 66 of the Companies Act, 2013

b) The face value of the equity share of the Company had been sub-divided from H 10 to H 1 each without any further act.

c) Issued and allotted 25,43,14,211 equity shares to the shareholders of erstwhile Meghmani Organics Limited whose name appears in the register of members as on the Record Date i.e. May 19, 2021

The Paid up Equity Share Capital of the Company as on March 31,2022 stands to H 2,543.14 Lakhs.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. The Company has not issued any convertible instrument during the year.

No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

AUDITORS’ REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on March 31,2022 except qualification in clause (ii)(b) of the Companies (Auditor’s Report) Order, 2020 on account of disagreement between quarterly statements filed by

the Company with banks and financial institutions and the books of accounts of the Company, which were explained in note no 24 to the Standalone Financial Statements.

FINANCIAL LIQUIDITY

Cash and Cash equivalent as at March 31,2022 was H 906.33 Lakhs compared with previous year of H 2,033.87 Lakhs. The Company’s working capital management is based on a well-organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

CREDIT RATING

CRISIL has reaffirmed Long Term Rating CRISIL AA-/ Stable andShortTerm Rating CRISIL A1 toits total Bankloan facility of H 725.00 Crore by CRISIL Limited (Rating Agency) vide its letter RL/MEGORGN/262660/BLR/0121/22353 dated December 08, 2021 issued to the Company.

UPDATES ON FIRE INSURANCE CLAIM-AGRO-III at DAHEJ In 2019

Your Company had received H 650 Lakhs in the year 202021 and received balance H 611.14 Lakhs during the year under review against the Final Claim of material loss of H 1,300 Lakhs of erstwhile Meghmani Organics Limited. The Company has also submitted the Business Interruption claim of around H 600 Lakhs to Surveyor which is under process by the insurance Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2022 is available on the website of the Company at www.meghmani.com in the investor section.

BOARD MEETINGS

During the year under review, the Board met five times on May 5, 2021, May 20, 2021, August 10, 2021, October 26, 2021 and February 2, 2022. The compositions of the Board and its attendance have been given in the Report on Corporate Governance which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

To comply with the requirements of listing, the Company has constituted the following Committees at the meeting of the Board of Directors held on May 5, 2021:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility

The Company has also recently constituted Risk management committee as required under Regulation 21 of SEBI (LODR) Regulations, 2016. The details with regard to the composition, its attendance, of reference etc. of above mentioned committees are provided in the Report on Corporate Governance which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS (RPT)

All contracts / arrangements / transactions entered into with Related Parties during the year under review were in the ordinary course of business and on an arm’s length basis.

During the year under review, there is a Material Related Party Transaction with Meghmani Finechem Limited, in which KMP/their relatives have significant influence amounting to H 184.95 Crores which is equivalent to 11.30% of consolidated turnover as per the last audited financial statements, which were at arm’s length basis and approved by the audit committee. The said transaction is being placed before the members for their approval in the ensuing Annual General Meeting. The details of material Related Party Transaction in Form AOC-2 is appended to this Report as Annexure-A which forms integral part of this Report.

MATERIAL CHANGES

The Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench vides its order dated May 3, 2021 approved the Composite Scheme of Arrangement, which was filed with the office of the Registrar of Companies vide e-form INC 28 on May 10, 2021.

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 are provided in Annexure- B appended to this report.

CONSOLIDATED FINANCIAL STATEMENT

As on March 31,2022, the Company has the following five subsidiaries;

During the year under review, Kilburn Chemicals Limited became wholly owned subsidiary of the Company. In accordance with the provisions of section 129(3) of the Companies Act, 2013 read with regulation 33 of SEBI (LODR) Regulations, 2015, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. As provided in Section 129(3) of the Companies Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the prescribed format AOC-1 is appended to this Report as Annexure - C. A policy relating to material subsidiaries as approved by the Board may be accessed on the Company’s website in the investor section.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises of ten directors with combination of five independent and five executive directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Natwarlal Patel and Mr. Ramesh Patel are the Directors retiring by rotation and being eligible have offered themselves for re-appointment. Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of the Directors re-appointed is appended to the Notice of Annual General Meeting.

(B) KEY MANAGERIAL PERSONNEL

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

1. Mr. Ankit Patel - Chief Executive Officer (CEO)

2. Mr. Gurjant Singh - Chief Financial Officer (CFO) Chahal

3. Mr. Jayesh Patel - Company Secretary

(C) CHANGE IN INDEPENDENT DIRECTORS

To comply with the SEBI (LODR) Regulations, 2015, your company has appointed following 5 (Five) Independent Directors w.e.f May 5, 2021.

1) Mr. Manubhai Patel

2) Prof. (Dr) Ganapati Yadav

3) Ms. Urvashi Shah

4) Mr. C S Liew and

5) Mr. Bhaskar Rao

The term of Mr. C S Liew and Mr. Bhaskar Rao, both independent Directors resident in Singapore came to end on May 4, 2022 and resultantly ceased to be a director of the Company.

(D) APPOINTMENT OF EXECUTIVE DIRECTORS

The following executive directors have been appointed by the Board of Director which was ratified by the members in Extra-Ordinary General meeting held on May 7, 2021;

The remuneration payable to Executive Directors includes fixed amount of salary and performance based remuneration which shall be decided by the Board of Directors collectively considering the performance of the Company. The details of remuneration paid to Executive Directors are given in the Corporate Governance Report.

(E) INDEPENDENT DIRECTORS’ DECLARTION OF INDEPENDENCE

The Independent Directors were appointed at the Board meeting held on May 5, 2021 and hold office for a fixed term not exceeding five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continued the social development schemes initiated in previous years. These projects covered the broad thematic areas of Livelihood, Eradication of Poverty, Women Education, Women Empowerment, Support and help to fight Covid-19 Pandemic, Kanya Kelwani Nidhi and Vanvasi Kalyan Yojana that are in compliant with Companies Act 2013. The policy on Corporate Social Responsibility is available on the website of the Company in the investor section.

During the year under review, the Company has spent H 248.47 Lakhs towards CSR activities in accordance with the policy on CSR and unspent CSR amount of H 115.00 Lakhs has been transferred to Unspent CSR account FY2022 on April 29, 2022 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized in terms of CSR policies of the Company. A detailed Annual Report on CSR activities prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - D to this report.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the performance of the Board, its committees and individual directors on May 5, 2021 in accordance with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and accordingly evaluation of the performance of the Board and its Committees have been carried out. The brief information on performance evaluation of Board and individual director is provided in Corporate Governance Report which is annexed to this report.

REMUNERATION POLICY

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration on May 5, 2021 in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about Remuneration Policy is provided in the Corporate Governance Report which is annexed to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy on May 5, 2021 to deal with instance of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit and Risk Management Committee, in appropriate cases. The Whistle Blower Policy is hosted on the website of the Company under investor section.

RISK MANAGEMENT

The risks are measured, estimated and controlled with the objective to mitigate its adverse impact on the business of the Company. The Company has inherent risk associated with its business apart from credit risk, liquidity risk and market risk. The Company has an effective risk management framework to monitor the risk controls in key business processes. In order to minimize any adverse effects on the bottom line, your Company takes various mitigation measures such as credit controls, foreign exchange forward contracts to hedge foreign currency risk apart from insuring its assets through various insurance policies.

CORPORATE GOVERNANCE

The Management of the Company ensures to maintain high standards of Corporate Governance in conducting its business and to exist an effective self-regulatory mechanism to protect the interest of various Stakeholders. Your Company has complied with the mandatory requirement specified under SEBI (LODR) Regulations, 2015 and the Report on Corporate Governance for FY2021-22 prepared in accordance with Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015 is appended to this Report as Annexure - E. The requisite Certificate from Shahs

& Associates, Practicing Company Secretaries, Ahmedabad confirming the compliance with the conditions of corporate governance is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V to the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT(BRR)

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalization. Business Responsibility Reporting for the year under review, as stipulated under Regulation 34 (f) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No: CIR/CFD/ CMD/10/2015 dated November 4, 2015 is appended to this Report as Annexure - F.

INSURANCE

The Company’s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk Policy. The Company has insurance coverage for Product Liability, Public Liability, Marine coverage and Commercial General Liability (CGL). The Company has Directors’ and Officers’ Liability Policy (D&OL) to provide coverage against the liabilities arising on them.

FINANCE:- RENEWAL OF WORKING CAPITAL FACILITY

The Consortium Bank Members have been reconstituted with continuation of State Bank of India, ICICI Bank Limited, HDFC Bank Limited, Axis Bank Limited and DBS India Bank Limited. The Working Capital Credit facilities up to H 40,000 Lakhs has remained unchanged.

AGROCHEMICAL REGISTRATION

The Company has 685 registration of export (including Copartner Registrations worldwide) and Central Insecticides Board (CIB), Faridabad. The company has 34 Trade Marks registrations.

RESEARCH & DEVELOPMENT

Research and Development (R & D) Center of the Company situated at Village Chharodi, Taluka: Sanand, District: Ahmedabad, state of the Art R&D facilities are spread over 5000 sq. feet area with ~35 researchers and scientists and have various sophisticated analytical instruments. R & D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization and scale up of new technology from laboratory to production level.

The R&D center accredited with the GLP-certificate of OECD-GLP from National GLP Compliance Monitoring Authority (NGCMA), Department of Science and Technology, Government of India since Oct-2017. Currently

GLP Certificate N0: GLP/C-162/2021 is valid from Oct, 2020 to 2023. Good Laboratory Practice (GLP) refers to a quality system of management controls for research labs to ensure the uniformity, consistency, reliability, reproducibility, quality and integrity of the tests conducted therein.

R&D center helped in developing new products and process of Agrochemical active ingredients and intermediates, generated and isolated process related impurities for all new developed products, which further characterized by IR, Mass, UV in our in-house GLP facility and standardized it for further use in GLP activities. It also helped to increase in CIB & Overseas registration of new products, which benefits to the Company in long term.

The Company has been granted 3 process patents by Indian Patent Authority and filed 1 Patent application which is under consideration.

ENVIRONMENT

As a responsible corporate citizen and as a chemicals manufacturer environmental 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.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees 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) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and Audited Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the Annexure may write to the Company Secretary at the registered office of the Company for a copy of it.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act (Act):

a) In the preparation of the Annual Accounts, 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 as at March 31,2022 and of the profit of the Company for the period ended on March 31,2022.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 have been operating effectively.

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

AUDITORS:-

(A) INTERNAL AUDITORS

M/s. C N K Khandwala & Associates, Chartered Accountants has been reappointed as Internal Auditor for the Financial Year 2022-23.

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

(B) STATUTORY AUDITORS

M/s. SRBC & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E 300003) were appointed as Statutory Auditors on August 4, 2020, to hold office for a period of five consecutive years from the conclusion of 1st Annual General Meeting (AGM) till the conclusion of 5th AGM.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The Statutory Auditor’s comment on your Company’s account for the year ended March 31, 2022 are self-explanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks except qualification in clause (ii)(b) of the Companies (Auditor’s Report) Order, 2020 on account of disagreement between quarterly statements filed by the Company with banks and financial institutions and the books of accounts of the Company, which were explained in note no 24 to the Standalone Financial Statements.

(C) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in Practice

to undertake the Secretarial Audit of the Company for FY 2021-22. The Secretarial Audit Report issued is appended to this report as Annexure -G. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is selfexplanatory and need no further clarification.

(D) COST-AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost records maintained by the Company in respect of Certain Pigment and Agrochemicals products are required to be audited by a Qualified Cost Accountant and accordingly, M/s. Kiran J Mehta & Co. Cost Accountants, has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee for audit of cost records for the year ended on March 31,2022 and their remuneration was ratified by members at the 2nd Annual General meeting held on September 23, 2021. The Cost Audit Report issued by the Cost Auditors for the FY 2020-21 filed with the Central Government in accordance with section 148(6) of Companies Act, 2013 read with rule 6(6) of the Companies (cost records and audit) Rules, 2014.

Your Directors have on the recommendation of the Audit Committee, appointed M/s. Kiran J Mehta & Co. existing Cost Auditors of the Company (Firm Registration number 00025) to audit the Cost records of the Company for the Financial Year 2022-23.

A Resolution seeking ratification of remuneration payable to M/s. Kiran J Mehta & Co., existing Cost Auditors for FY 2022-23, is included in the Notice convening the Annual General Meeting.

OTHER DISCSLOSURE AND INFORMATION

(A) Annual Listing Fee

The Company is listed with National Stock Exchange of India Limited and BSE Limited and paid annual listing fees to both the Stock exchanges for FY 2022-23.

(B) Prevention of Sexual Harassment at workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention,

Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

(C) Significant or Material Orders passed by the Authority

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

(D) Secretarial Standards Compliance

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to section 118 of the Companies Act, 2013.

ACKNOWLEDGMENT

The Board of Directors places on record their grateful appreciation for the assistance and continued support received from various Central and State Government Departments, Organizations and Agencies involved therein. Your 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 under review. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to achieve goals of the Company.

For and on behalf of the Board Jayanti Patel

Date: May 2, 2022 Executive Chairman

Place: Ahmedabad DIN - 00027224