Directors Report of Stallion India Fluorochemicals Ltd.

Mar 31, 2025

The Directors are pleased to submit the Annual Report of
your Company; Stallion India Fluorochemicals Limited (the
"Company” or "SIFL”) along with the Audited Financial
Statements for the Financial Year (FY) ended March 31,
2025. Performance of the Company has been referred to
wherever required.

1. Financial Performance:

The Financial Performance of the Company, for the
Financial Year ended 31st March, 2025 as compared to
the previous financial year is summarized below

	For the year	For the year
Particulars	ended March	ended March 31,
	31, 2025	2024
Income
Revenue from operations	37,745.03	23,323.58
Other income	202.37	299.05
Total Income (I)	37,947.40	23,622.63
Expenses
Cost of materials consumed	29,294.53	19,467.12
Changes in inventories of finished goods, Stock-in-Trade and work in-progress	(567.82)	(791.97)
Employee benefits expense	860.11	190.92
Finance costs	614.81	414.70
Depreciation and amortization expenses	116.60	111.06
Other expenses	3,386.59	2,071.59
Total expenses (lI)	33,704.82	21,463.42
Profit before tax (I-II)	4,242.58	2,159.20
Tax expense:
Current tax	1,061.56	612.24
Adjustment of tax relating to earlier periods	(68.62)	-
Deferred tax	16.79	(0.50)
Total tax expense (IV)	1,009.72	611.73
Profit for the period / year (III IV)	3,232.86	1,547.47
Other Comprehensive
Income

(i) Items that will not be reclassified to profits or loss
Remeasurements of
the defined benefit	2.52	0.54
plans;
(ii) Income tax relating to items that will not be reclassified to profit or loss	(0.63)	(0.16)
Total Comprehensive Income for the period / year (V VI) Comprising Profit and Other comprehensive Income for the period / year)	3,234.75	1,547.85
Earnings per equity share
(1) Basic	4.98	2.65
(2) Diluted	4.98	2.65

Notes:

There are no material changes and commitments affecting
the financial position of the Company between the end of
the financial year and the date of this report.

The Financial Statements of the Company are attached to
this Report and the Audited Financial Statements of the
Company are available on the website of the Company
at www.stallionfluorochemicals.com for the review of the
Members.

2. Operational Highlights:

During the year under review, your Company has
earned a total income of ?37,947.00 Lakhs (Previous
year ?23,623.00 Lakhs). The Company reported
EBITDA of ?4,974.00 Lakhs with improved margins of
13.11%. The Profit After Tax stood at ?3,233.00 Lakhs
(?4,304.00 Lakhs excluding one-time provision), as
against ?1,547.00 Lakhs in the previous year. The Net
Worth of the Company strengthened to ?30,084.00
Lakhs, reflecting a robust financial position.

3. Nature of Business:

Your Company is engaged in the business of refrigerant
and industrial gases, catering to diverse industries
such as automobiles, air-conditioning & refrigeration,
pharmaceuticals, defence, and semiconductors.

4. Dividend:

The Directors of your Company has decided to retain
the profits earned by the Company and use the same

for future development of the Company, therefore
the Board has not recommended any dividend for the
financial year ended on 31st March, 2025.

The Register of Members shall remain close from
Monday, 8th September, 2025 to Monday, 14th
September, 2025 (both days inclusive) for the purpose
of Annual General Meeting.

5. Transfer to Reserve:

The Company do not propose to transfer any amount
to the General Reserves. However, Company has
transferred entire profit to the Reserve and Surplus.

6. Directors’ Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013,
the Directors would like to state that:

a. In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed;

b. The directors have selected such accounting policies
and applied consistently and made judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period;

c. The directors have taken proper and sufficient care
towards 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, which are adequate and operating
effectively;

f. The directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and operating
effectively.

7. Deposits:

The Company has not accepted any Deposits within
the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules,
2014 and accordingly no disclosures are required in
this regard.

8. Subsidiaries and Associate Companies:

The Company does not have any Subsidiary and
associate Company as on the date of this Report.

Accordingly, the requirements under Regulation
24 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the provisions of
Section 129(3) of the Companies Act, 2013 relating to
the preparation and attachment of Form AOC 1 are not
applicable to the Company.

9. Board of Directors and Key Managerial Personnel’s:

The Board of Directors comprise of eminent,
experienced and reputed Individuals of the Industry.
During the Year, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions
with the Company, other than the sitting fees and
reimbursement of expenses incurred by them for the
purpose of attending Meetings of the Company.

Pursuant to the provisions of the Companies Act, 2013,
following are the changes in the Board of Directors
and Key Managerial Personnel of the Company:

Name of the Director / KMP	DIN / PAN	Designation
Mr. Shazad Sheriar Rustomji	01923432	Chairman, CEO & Managing Director
Mrs. Manisha Shazad Rustomji	03186678	Director
Mr. Rohan Shazad Rustomji	09312347	Director
Ms. Geetu Yadav	08831278	Director
Mr. Mukund Kandoi	10483497	Director
Mr. Gautam Lath	10198794	Director
Mr. Rajagopal Neelacantan	00176806	Director
Mr. Ameetkumar Vilaschandra Mehta	07813086	Additional Director
Mr. Virenderkumar		Chief Financial Officer
Mehta		(CFO)
Mr. Govind Rao	-	Company Secretary & Compliance Officer

• Mr. Ashish Mehta (PAN: AVRPM6963E) resigned
from the position of Chief Financial Officer (CFO)
of the Company with effect from April 7, 2025.

• Mr. Virender Kumar Mehta (DIN: 10207689)
tendered his resignation as an Independent Director
of the Company, which became effective on April 8,
2025.

• Mr. Ameetkumar Mehta (DIN: 07813086) was
appointed as an Additional Director (Independent)
with effect from April 8, 2025, by the Board of
Directors of the Company.

• Mr. Virender Kumar Mehta was appointed as the
Chief Financial Officer (CFO) of the Company with
effect from April 8, 2025, by the Board of Directors.

• Ms. Sarita Dharamdas Khamwani resigned from the
position of Company Secretary and Compliance
Officer with effect from April 28, 2025. Mr. Govind
Rao was appointed as the new Company Secretary
and Compliance Officer with effect from April 29,
2025.

10. Share Capital and Initial Public Offer (IPO):

The Authorised Share Capital of the Company is
?130,00,00,000 (Rupees One Hundred Thirty Crores)
divided into 13,00,00,000 equity shares of ?10 each.

The Issued, Subscribed and Paid-up Share Capital
of the Company is ?79,32,52,540 (Rupees Seventy-
Nine Crore Thirty-Two Lakh Fifty-Two Thousand Five
Hundred Forty) divided into 7,93,25,254 equity shares
of ?10 each.

The Company successfully completed its Initial Public
Offering (IPO) in January 2025. The Offer comprised:

• A Fresh Issue of 1,78,58,740 equity shares
aggregating to ?16,072.87 lakhs; and

• An Offer for Sale of 43,02,656 equity shares
aggregating to ?3,872.39 lakhs by the Promoter
Selling Shareholder.

The total issue size was 2,21,61,396 equity shares,
aggregating to ?19,945.26 lakhs, at an offer price
of ?90 per equity share (including a premium of
?80 per share). The Offer constituted 27.94% of
the post-offer paid-up equity share capital of the
Company.

The Equity Shares of the Company were listed on
BSE Limited (Designated Stock Exchange) and
National Stock Exchange of India Limited (NSE)
subsequent to the IPO.

11. Secretarial Standards:

During the year under review, your Company has
complied with the applicable provisions of Secretarial
Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.

12. Board and Committee Meetings:

The Board of Directors meets at regular intervals to
discuss the business and compliance matters of the
Company. The details of the Meetings of the Board
of Directors and the Committees of the Board of
Directors and their respective constitution are stated
in the Corporate Governance Report attached which
form part of this Board''s Report.

The Board has constituted the following Mandatory
and Non-mandatory Committees of the Board of
Directors:

Sr. No.	Mandatory Committees	Non-Mandatory Committees
1	Audit Committee	Risk Management Committee
	Nomination and
2	Remuneration	-
	Committee
3	Stakeholders'' Relationship Committee	-
	Corporate Social
4	Responsibility Committee	-

The Company Secretary of the Company is the Secretary
to each of these Committees.

Separate Meeting of Independent Directors is conducted
during every Year, in terms of the requirements of Schedule
IV to the Companies Act, 2013 and Regulation 25(3) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Further, the Board of Directors have adopted various
policies on the functioning and running of the Board of
Directors as mandated by the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
which are also available on the website of the Company
at www.stallionfluorochemicals.com.

14. Declaration from Independent Directors:

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
both under Section 149(7) of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.

15. Board Evaluation:

The Board of Directors have carried out an Annual
evaluation of its own performance, Board Committees
and individual Director pursuant to the provisions
of the Companies Act, 2013 and the Corporate
Governance requirements as prescribed by SEBI
(Listing Obligations and Disclosure Requirements),
Regulations 2015.

The Performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on
the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes,
information and functioning, etc.

The Performance of the Committees was evaluated
by the Board after seeking inputs from the Committee
Members on the basis of the criteria such as the
composition of Committees, effectiveness of
Committee Meetings, etc.

The Board and the Nomination and Remuneration

Committee reviewed the performance of the individual
Directors on the basis of the criteria such as the
contribution of the individual Director to the Board
and Committee Meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in Meetings, etc. In addition,
the Chairman was also evaluated on the key aspects of
his role.

In a separate Meeting of Independent Directors,
Performance of Non-Independent Directors,
performance of the Board as a whole and performance
of the Chairman was evaluated, taking into account
the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board
Meeting that followed the Meeting of the Independent
Directors, at which the performance of the Board,
its committees and individual Directors was also
discussed. Performance evaluation of independent
Directors was done by the entire Board, excluding the
Independent Director being evaluated.

16. Internal Financial Control Systems and their
Adequacy:

The Management continuously reviews the Internal
Control Systems and procedures for the efficient
conduct of the Company''s business. The Company
adheres to the prescribed guidelines with respect to
the transactions, Financial Reporting and ensures
that all its assets are safeguarded and protected
against losses. The Internal Auditor of the Company
conducts the Audit on regular basis and the Audit
Committee actively reviews Internal Audit Reports and
effectiveness of Internal Control Systems.

Internal Control Systems are implemented to safeguard
the Company''s assets from loss or damage, to keep
constant check on the cost structure, to prevent
revenue leakages, to provide adequate Financial and
Accounting Controls and implement Accounting
Standards

17. Statutory Auditors:

M/s. Mittal & Associates, Chartered Accountants were
in the 21st Annual General Meeting appointed as the
Statutory Auditors of the Company for a period of Five
Years in the 26th Annual General Meeting i.e. till the
conclusion of the Annual General Meeting to be held in
the Year 2028.

18. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Vihang Desai &
Associates, Practicing Company Secretaries, Mumbai,

to undertake the Secretarial Audit of the Company
for the Financial Year 2024-25 under review. The
Secretarial Audit Report is annexed to this report.

19. Internal Auditors:

M/s. Ankit Goyanka & Associates (FRN: 142286),
resigned from his position as the Internal Auditor of
the Company. Subsequently, M/s. Himani R Patel
& Associates (Firm Registration No.: 145894W),
Chartered Accountants, were appointed as the new
Internal Auditors of the Company for the fourth
quarter of financial year 2024-25 and for the financial
year 2025-26.

20. Comments by the Board on Qualification, Reservation
or Adverse remark or disclaimer in Audit Report:

There is no Qualification, Reservation or Adverse
remark in Statutory Audit Report for the Financial Year
2024-25.

Further, in respect of the comments/ observations,
made by the Secretarial Auditor, the Board of Directors
have taken note of the same and are undertaking
necessary steps to avoid the same and to ensure
due compliance of the provisions of Companies Act,
2013, Insider Trading regulations and other specifically
applicable laws therein

21. Nomination and Remuneration Policy:

The Board has on the recommendation of the
Nomination and Remuneration Committee framed
a Policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management
and their remuneration. A copy of the Nomination and
Remuneration Policy is available on the website of the
Company on www.stallionfluorochemicals.com.

22. Particulars of Contract or Arrangements with Related
Party:

All Related Party Transactions entered during the
Financial Year were on an Arm''s Length Basis and were
in the ordinary course of business. The Company has
not entered in to materially related party transactions

i.e., exceeding 10% or more of the turnover of the
Company with related parties, which may have a
potential conflict with the interest of the Company
at large. Hence, no transactions are required to be
reported in Form AOC-2.

During the year, all Related Party Transactions were
placed before the Audit Committee and the Board
for approval. The Company, whenever required,
has obtained approval of the Shareholders of the
Company before entering into Materially Related Party
Transactions.

As required under Regulation 23 of the SEBI Listing
Regulations, the Company has framed a Policy on
Materiality of Related Party Transactions and on
dealing with Related Party Transactions which is
available on the Website of the Company at www.
stallionfluorochemicals.com. The details of the
transactions with Related Party are provided in the
accompanying financial statements.

23. Particulars of Loans, Guarantees and Investments:

Particulars of Loans given, Investments made,
Guarantees given and Securities provided along with
the purpose for which the Loan or Guarantee or
Security is proposed to be utilized by the recipient are
provided in the Financial Statements, forming part of
this Annual Report.

24. Risk Management:

The Board of Directors has reviewed the Risk
Assessment and Minimization Procedures as per
Regulation 17(9) of the SEBI (Listing Obligations and
Disclosure Requirement), Regulations, 2015 on regular
basis. There are no material risks, which in the opinion
of the Management, affect the continuity and existence
of the business.

25. Vigil Mechanism and Whistle Blower Policy:

The Company has put in place a Whistle Blower
Policy to provide an open and transparent working
environment and to promote responsible and secure
Whistle Blowing System for Directors and Employees
of the Company to raise concern. The Policy broadly
cover instances of unethical behavior, actual or
suspected fraud or violation of the Company''s code of
conduct, alteration of documents, fraudulent financial
reporting, misappropriation/misuse of Company''s
assets, manipulation of Company''s data, pilferage
of proprietary information, abuse of authority, etc.
The Policy provides adequate safeguard against
victimization of Director(s) / Employee(s) who raise
the concern and have access to the Chairman of Audit
Committee who is entrusted to oversee the Whistle
Blower Mechanism. Further, no personnel have been
denied access to the Audit Committee during the
Financial Year under review.

The details of this Policy is explained in the Corporate
Governance Report and also posted on the website of
the Company at www.stallionfluorochemicals.com.

26. Code of Conduct:

The Board of Directors has approved a Code of
Conduct which is applicable to the Members of the
Board and all Employees in the course of day-to-day
business operations of the Company.

The Code lays down the standard procedure of
business conduct which is expected to be followed by
the Directors and the designated Employees in their
business dealings and in particular on matters relating
to integrity in the work place, in business practices and
in dealing with Stakeholders.

27. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated
Employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s Shares and
prohibits the purchase or sale of Company Shares by
the Directors and the designated Employees while in
possession of Unpublished Price Sensitive Information
in relation to the Company and during the period when
the trading window is closed. The Board is responsible
for implementation of the Code.

All Board Directors and the designated Employees
have confirmed compliance with the Code.

28. Prevention, Prohibition and Redressal of Sexual
Harassment of Woman at the 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, your Company has laid down a
Prevention of Sexual Harassment (POSH) Policy and
has constituted Internal Complaints Committees (ICs)
at all relevant locations across India to consider and
resolve the complaints related to sexual harassment.
The ICs include external members with relevant
experience. The ICs, presided by senior women,
conduct the investigations and make decisions at the
respective locations. Your Company has zero tolerance
on sexual harassment at the workplace. The ICs also
work extensively on creating awareness on relevance
of sexual harassment issues, including while working
remotely. The employees are required to undergo
mandatory training/ certification on POSH to sensitize
themselves and strengthen their awareness.

During the year under review, your Company has
not received any complaint pertaining to sexual
harassment.

29. Compliance Under the Maternity Benefit Act, 1961:

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the benefits
as prescribed under the Act. The Company remains
committed to supporting working mothers and
promoting a gender-inclusive workplace.

30.Investors’ Relation and Grievances:

During the Year under review, the Company has not
received any Complaint/Grievance from the Investors
of the Company. The Company has a dedicated e-mail
address [email protected] for communication
with the Investors. Further, a section for Investors, with
details of the Annual Reports, Financial Statements,
Communications to Stock Exchanges and other
necessary information is available on the website of
the Company on www.stallionfluorochemicals.com.
Further, the Company is registered on the website of
SEBI Complaint Redressal System (SCORES).

31. Corporate Governance Report:

Your Company is committed to maintaining highest
standards of Corporate Governance and adhering to
the Corporate Governance requirements as set out
by the Securities Exchange Board of India (SEBI). As
required by SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, a detailed Corporate
Governance Report is given which forms a part of this
Annual Report.

32. Management Discussion and Analysis Report:

In accordance with the Listing Regulations, the
Management Discussion and Analysis Report is
attached and forms part of this Annual Report.

33. Particulars of Employees:

A statement containing the names and other particulars
of employees in accordance with the provisions
of section197(12) of the Companies Act, 2013 read
with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
attached and forms part of this Annual Report.

The information required under Rules 5 (2) and 5 (3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this
Annual Report.

Having regard to the provisions of Section 134 and
Section 136 of the Companies Act, 2013, the Reports
and Accounts are being sent to the Members excluding
such information. However, the said information
is available for inspection by the Members at the
Registered Office of the Company during business
hours on working days of the Company up to the
date of ensuing AGM. Any shareholder interested in
obtaining a copy of such statement may write to the
Company Secretary at the Registered Office of the
Company or e-mail to [email protected]

34Extract of the Annual Return

In accordance with the Companies Act, 2013, the

annual return in the prescribed format is placed on the
website of the Company and can be accessed at the
web link: www.stallionfluorochemicals.com.

35. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the Financial Year 2024-25 are set out in Annexure of
this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

CSR Policy is available on the website of the Company
at www.stallionfluorochemicals.com.

36. Conservation of Energy, Technology Absorption and
Foreign Exchange:

The information required to be furnished pursuant to
Section 134(3)(m) of the Companies Act, 2013 readwith
Rule 8(3) of Companies (Accounts) Rules, 2014 is
enclosed as annexed and forms part of this Report..

37.Other Disclosures:

(i) There are no significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status and company''s operations
in future, during the Financial Year 2024-25.

(ii) The Company, after the period under review and
before the date of this report, the Company has
settled dispute with Zhejiang Sanmei Chemical
Industry Co. Ltd. ("Sanmei”), a Chinese Company
and made the payment of entire claim amount of
USD 1,251,290.00.

(ii) There are no details in respect of frauds reported
by auditors under Section 143(12) of the Companies
Act, 2013.

38. General:

The Board of Directors state that no disclosure or
reporting is required in respect of the following
matters, as there were no transactions or applicability
pertaining to these matters during the year under
review:

i. Scheme of provision of money for the purchase of
its own shares by employees or by trustees for the
benefit of employees.

ii. Issue of debentures/bonds/warrants/any other
convertible securities.

iii. Details of any application filed for corporate
insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code,
2016.

iv. Instance of one-time settlement with any Bank or
Financial Institution.

v. Statement of deviation or variation in connection
with initial public offer.

Acknowledgement:

Your Company has maintained healthy, cordial and
harmonious industrial relations at all levels. The enthusiasm
and unstinted efforts of the employees have enabled your
Company to remain at the forefront of the industry. Your
directors place on records their sincere appreciation for
significant contributions made by the employees through
their dedication, hard work and commitment towards the
success and growth of your Company. Your directors
take this opportunity to place on record their sense of
gratitude to the Banks, Financial Institutions, Central and
State Government Departments, their Local Authorities
and other agencies working with the Company for their
guidance and support.

For and on behalf of the Board of Directors
Stallion India Fluorochemicals Limited

Shazad Sheriar Rustomji
Chairman & Managing Director
DIN: 01923432
Date : 08th August, 2025
Place : Mumbai