Directors Report of ZR2 Bioenergy Ltd.

Mar 31, 2025

The Board of Directors of ZR2 Bioenergy Limited (the "Company") are pleased to present the 86^th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31^st March, 2025 ("Financial year under review").

1. FINANCIAL PERFORMANCE:

The Company''s financial performance for the financial year ended 31^st March 2025 as compared to the previous financial year ended 31^stMarch 2024 is summarized below:

Particulars	Standalone		(^In Lakhs) Consolidated
Particulars	2024-25	2023-24	2024-25
Income
Revenue From Operations	149.45	157.37	149.45
Other Income	62.27	31.44	64.27
Total Income	211.72	188.81	213.72
Expenses
Operating Cost	125.60	132.24	125.60
Employee Benefits Expense	18.11	1.35	18.11
Finance Costs	0.01	19.36	0.01
Depreciation and Amortization Expense	4.35	0.14	4.35
Other Expenses	44.26	12.18	45.46
Total Expenses	192.33	165.27	193.53
Profit Before Tax and Exceptional Items	19.40	23.54	20.19
Exceptional items	-	14.56	-
Profit/(Loss) before Tax	19.40	38.10	20.19
Current Tax	-	2.67	-
Deferred Tax	11.17	(3.49)	11.17
Profit/(Loss) after Tax	8.22	38.92	9.02
Other comprehensive income	-	-	-
Total Comprehensive Income for the year	8.22	38.92	9.02

The Company did not have any subsidiary from 1^st April, 2023 to 31^st March, 2024. Accordingly, the requirement to present consolidated financial statements is not applicable, and hence consolidated figures have not been provided for the FY 2023-24.

The Company has prepared the Financial Statements in accordance with Indian Accounting Standards ("IND AS") as notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

A. SUBSIDIARY, ASSOCIATES AND JOINT VENTURES:

During the financial year under review, your Company incorporated a wholly owned subsidiary Company i.e. ZR2 Solar Private Limited on 4^th October, 2024. Further the company does not have any associates and joint venture company.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiary in Form AOC-1, as Annexure I which forms part of this Report.

B. TRANSFER TO RESERVES:

Your Company has not transferred any amount to General Reserve during the financial year under review.

C. OPERATIONS AND FUTURE OUTLOOK:

For the Financial Year ended 31^st March, 2025, your Company earned total revenue of ^149.45 Lakhs as against total revenue of ^157.37 lakhs in the previous Financial Year ended 31^st March, 2024.

Due to awaiting of formal execution of BOOT (Build-Own-Operate-Transfer) Agreement, currently Company has not commenced its manufacturing activities. However, the same are expected to start by end of this Financial Year. Detailed note w.r.t. This is mentioned in the subsequent parts of this report.

D. STATE OF COMPANIES AFFAIRS:

â¢ OPEN OFFER AND CHANGE IN MANAGEMENT:

M/s. ZR2 Group Holdings Limited as Acquirer have entered into a Share Purchase Agreement ("SPA") dated 10^th May, 2024 with the promoters and promoter group of the Company for acquisition of 21,75,640 (Twenty One Lakhs, Seventy Five Thousand and Six Hundred Forty) Equity Shares ("Sale Shares") of Face Value of ^1/- each representing 60.96% of the paid up and voting Equity Share capital of the Company.

The Acquirers made an open offer to the public shareholders under the SEBI (SAST) Regulations, 2011 and acquired control of the Company. Further M/s. ZR2 Group Holdings Limited has acquired the Equity Shares of old promoters and became the promoters of the Company through an open offer in accordance with SEBI (SAST) Regulations, 2011. The Company has been taken over by new promoters and management from 26^th July, 2024.

â¢ CHANGE IN THE NAME OF THE COMPANY:

Subsequent to the takeover by the new Management your company has changed its name from ''GUJCHEM DISTILLERS INDIA LIMITED'' to ''ZR2 BIOENERGY LIMITED'' to align it with the new object and promoters. The Registrar of the Companies approved the new name on 27^th March, 2025.

â¢ AMENDMENT IN THE OBJECT CLAUSE OF THE MEMORANDUM:

Pursuant to the Special Resolution passed by the Member through Postal Ballot, Company has amended its Memorandum of Association (MOA'') to remove few clauses of the ''Object Clause'' not aligning with the new business.

â¢ COMMENCEMENT OF PRODUCTION:

The Company, subsequent to the takeover by the new management, is yet to commence the Bioenergy business. This is primarily on account of the pending execution of the formal BOOT (Build-Own-Operate-Transfer) Agreement for which in principle approval has been received from the Government of Maharashtra and few additional approvals are yet to be received.

The management is actively pursuing the matter with the concerned authorities and expects to conclude the agreement in due course. The commencement of production activities will be initiated immediately thereafter.

E. SHARE CAPITAL:

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The authorized share capital of your Company is ^10,00,00,000 and paid-up Equity Share capital is ^35,68,850.

Raising funds by issuance of Compulsory Convertible Debentures and Warrants, convertible into Equity Shares on a private placement basis:

Pursuant to the Shareholders'' approval received at the Extra-ordinary General Meeting held on 08^th June, 2024, your Company has issued-

â¢ 1,23,50,000 Compulsory Convertible Debentures of ^65 each at par aggregating to ^80,27,50,000 and

â¢ 2,59,22,000 Convertible Warrants of Face value of ^1 each at a premium of ^64 each aggregating to ^168,49,30,000.

F. DIVIDEND:

To conserve resources, the Company did not recommend any dividend during the financial year 2023-24. However, the Board has recommended a final dividend of ^0.10 per equity share (i.e., 10% on the face value of ^1 each), subject to the approval of shareholders at the forthcoming Annual General Meeting.

G. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as of 31^st March, 2025.

H. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 provided during the financial year under review has been furnished in Note 3 of the Notes to Accounts of Standalone Financials which forms part of the financials of the Company.

The proceeds of investment shall be utilized for the principal business activities and general corporate purpose by the recipient.

I. LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES:

During the financial year under review, the Company has not accepted or availed any loans, advances, or borrowings from its Directors or their relatives.

J. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is constituted with an optimum combination of Executive Directors, Non-Executive Directors and Independent Directors to maintain independence of the Board. As on the 31^st March, 2025, the Board consists of 1 (one) Executive Director and 3 (one) Non-Executive Directors out of which 2 (two) are Independent Directors and one is Non-Executive NonIndependent Director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.

During the year under review, the composition of the Board of Directors underwent the following changes in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company:

Appointments:
Name	Designation		Effective date
Mr. Jimmy Olsson	Managing Director		26^th July, 2024
Mr. Nilesh Jayant Jain	Non-Executive Non-Independent Director		26^th July, 2024
Ms. Nirupama Charuhas Khandke	Independent Director		26^th July, 2024
Resignations / Cessations:
Name	Designation		Effective date
Mr. Sagar Samir Shah	Chairman & Director		26^th July, 2024
Ms. Viraj Varun Sheth	Whole Time Director		26^th July, 2024
Ms. Rajasvee Sagar Shah	Non-Executive Director		26^th July, 2024
Ms. Barkha Balkrushnan Deshmukh	Independent Director		26^th July, 2024
Retirements and Reappointments:
In accordance with Section 152(6) of the Companies Act, 2013, Mr. Nilesh Jayant Jain (DIN: 07588945) Non-Executive Non-
Independent Director, retires by rotation	at the ensuing Annual	General Meeting and, being eligible, offers himself for
reappointment.
Changes in Key Managerial Personnel (KMP)
Name	Designation	Appointment/Cessation	Effective date
Mr. Samir Rohitbhai Shah	Chief Financial Officer	Cessation	14^th August, 2024
Mr. Mahendra Agarwal	Chief Financial Officer	Appointment	14^th August, 2024
Ms. Bhoomika Mangal	Company Secretary	Appointment	10^th May, 2024
Ms. Bhoomika Mangal	Company Secretary	Cessation	2^nd January, 2025
Ms. Palak Jain	Company Secretary	Appointment	1^st February, 2025
Ms. Palak Jain	Company Secretary	Cessation	28^th February, 2025
Mr. Jimmy Olsson	Managing Director	Appointment	26^th July,2024
Ms. Viraj Varun Sheth	Whole Time Director	Cessation	26^th July,2024

K. MEETINGS OF THE BOARD AND ITS COMMITTEES:

I. Board Meetings:

The Board meets at regular intervals, inter-alia, to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met eleven times.

Further details on the Board Meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

II. Audit Committee:

The Board of Directors has constituted an Audit Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

Further details on the Audit Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

III. Nomination, Remuneration and Compensation Committee:

The Board of Directors has constituted a Nomination, Remuneration Committee ("NRC"), with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

The NRC has formulated a policy on remuneration under the provisions of Section 178(3) of the Act, and the same is uploaded on the website of the Company at https://euichemdistillers.in/wp-content/uploads/2025/08/8.-Nomination-and-Remuneration-Policy.pdf

Further, details on the NRC its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

IV. Stakeholders Relationship Committee:

The Board of Directors has constituted a Stakeholders Relationship Committee with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations.

Further details on the Stakeholders Relationship Committee, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

L. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1^st October, 2017. The Company is in compliance with the provisions of the same.

M. DISCLOSURE FROM INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective Independent judgment and without any external influence. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold the highest standards of integrity.

The Independent Directors have also confirmed their registration with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in compliance with requirements of the Companies (Appointment and Qualification of Directors) Rules, 2014.

N. BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Board of Directors have carried out an annual performance evaluation of the Board as-a-whole, performance of various Committees of the Board, and Individual Directors. A separate meeting of the Independent Directors was also held during the financial year under review for the evaluation of the performance of Non-Independent Directors, and performance of the Board as a whole. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. Are furnished in Annexure II which forms part of this Report.

P. STATUTORY AUDITORS AND AUDITORS'' REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Bagaria & Co LLP, Chartered Accountants, Firm Registration No. 11344W/W100019 was appointed as statutory auditors of the Company to hold office for one term of 5 years till the conclusion of 89^th Annual General Meeting of the Company.

The Auditors have issued their report on the financial statements for the financial year ended 31^st March, 2025, with an unmodified opinion.

Q. REPORTING OF FRAUD:

The Auditors have not reported any fraudulent matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

R. SECRETARIAL AUDIT REPORT:

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 Ritika Agarwal & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company and to issue Secretarial Audit Report for the financial year ended on 31^st March, 2025.

The Secretarial Audit Report issued by M/s Ritika Agarwal & Associates for the financial year ended 31^st March, 2025 is set out as âAnnexure III" to this Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

S. MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not applicable to the Company.

T. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

U. RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to top 1,000 listed entities. The Company has in place a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. Internal Audit function provides independent assurance on the effectiveness of risk controls, and its findings are reported to management and the Audit Committee for corrective action and continuous improvement.

There are no risks which in the opinion of the operating management threaten the existence of your Company.

V. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However, this requires improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls. The Internal Auditor monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

W. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

X. RELATED PARTY TRANSACTIONS:

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and at arm''s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for all Related Party Transactions ("RPTs") which are of a repetitive nature and entered into in the ordinary course of business and at arm''s length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of RPTs are submitted to the stock exchanges on a half-yearly basis and published on the Company''s website at https://guichemdistillers.in/wp-content/uploads/2025/08/9.-RPT-Materiality-Policy.pdf

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large. The details of transactions with related parties of the Company for the financial year under review, are given in Notes to the Financial Statements, which forms part of this Annual Report.

The policy on Related Party Transactions is available on the Company''s website https://guichemdistillers.in/wp-content/ uploads/2025/08/9.-RPT-Materialitv-Policv.pdf

Y. CORPORATE GOVERNANCE

The Corporate Governance provisions i.e. Regulation 17 to 27 become applicable to the Company w.e.f. 13^th August, 2024.

Pursuant to Schedule V of Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Certificate issued by Secretarial Auditor regarding compliance of conditions of Corporate Governance forms part of the Annual Report. A declaration signed by the Managing Director regarding compliance with the Code of Conduct by the Board Members and Senior Management Personnel also forms part of the Annual Report. Code of Conduct and various other policies are available on the website of the Company.

Z. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended 31^st March, 2025, will available on the Company''s website and can be accessed at : https://guichemdistillers. in/investor-relations/annual-return/

AA. PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure IV" to this report.

BB. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013:

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company hereby confirms that it has constituted an Internal Complaints Committee (ICC) to redress complaints of sexual harassment at the workplace. The Company has also complied with the provisions relating to the constitution and functioning of the ICC during the reporting year.

Further, the details of complaints received and their disposal status during the year are as under:

(a) Number of complaints of sexual harassment received during the year: NIL

(b) Number of complaints disposed off during the year: NIL

CC. Compliance with the provisions relating to the Maternity Benefits Act, 1961:

We hereby affirm that the Company has duly provided for the benefits as prescribed under the Maternity Benefit Act, 1961, and stands compliant with its provisions. However, during the period under review, no woman employee of the Company has availed such benefits.

DD. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent 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 of the Company for that period;

iii. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

vi. they have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EE. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL

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

FF. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relates and the date of this report.

There is no other change in the nature of business during the year under review.

GG. OTHER DISCLOSURE:

â¢ A Business Responsibility and Sustainability Report as required under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 1000 listed entities based on market capitalization.

â¢ Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements Regulation, 2015 is not applicable to the Company.

â¢ There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as of 31^st March, 2025.

â¢ During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of Equity Shares with differential voting rights as to dividend, voting or otherwise;

b) issue of shares (including sweat Equity Shares) to employees of the Company under any scheme;

c) raising of funds through preferential allotment or qualified institutional placement;

d) instance of one-time settlement with any bank or financial institution.

APPRECIATION:

The Directors place on record their appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company''s growth.

The Board would also like to express sincere appreciation for the continued support from Depositories, Depository Participants, Bankers, Registrars & Transfer Agents, Distributors & Agents, Central and State Governments and other Regulatory Bodies, business associates & other service providers and the Shareholders who have always supported and helped the Company to achieve its objectives.

Mar 31, 2024

Your Directors have pleasure in presenting their 85^th Annual report on the affairs of the Company together with the Audited Financial Statements of Accounts for the Financial year ended on March 31,2024.

FINANCIAL HIGHLIGHTS:

(Rs. In Lacs)

Particulars	For the year ended	For the year ended
	March 31, 2024	March 31, 2023
Gross Total Income	157.37	28.79
Total Income	188.81	28.79
Total Expenses (Excluding Interest and Depreciation)	145.77	23.96
Profit / (Loss) before Depreciation & Interest	43.04	4.83
Less : Depreciation	0.14	0.20
Less: Interest	19.36	1.38
Profit / (Loss) Before Tax and Exceptional Items	23.54	3.25
Less: Exceptional Items	14.56	-
Profit / (Loss) Before Tax	38.10	3.25
Less : Current Tax	(5.94)	(0.51)
Less: MAT Credit	3.27	0.51
Deferred Tax	3.49	0.33
Net Profit / (Loss) After Tax	0.82	0.33
Other Comprehensive Income after Tax	-	-
Total Comprehensive Income for the year	0.82	0.33

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

OPERATIONS AND COMPANY''S PERFORMANCE:

For the Financial Year ended March 31,2024, your Company earned total revenue of Rs.188.81 lacs as against total revenue of Rs.28.79 lacs in the previous Financial Year ended March 31,2023.

For the Financial Year ended March 31, 2024, your Company earned Profit before Tax of Rs.38.10 lacs as against profit of Rs.3.25 lacs in the previous Financial Year ended March 31,2023. The Profit after Tax for the Financial Year ended March 31,2024 was Rs. 0.82 lacs as against profit of Rs. 0.33 lacs in the previous Financial Year.

The Standalone basic and diluted EPS of the Company stood at Rs.1.24 for the Financial Year ended March 31,2024 as against Rs.0.22 for the Financial Year ended March 31,2023.

OPEN OFFER AND CHANGE IN MANAGEMENT:

After the end of the Financial Year, 2023-24, M/s. ZR2 Group Holdings Limited as Acquirer have entered into a Share Purchase Agreement ("SPA") dated May 10, 2024 with the promoters and promoter group of the Company for acquisition of 21,75,640 (Twenty One Lacs, Seventy Five Thousand and Six Hundred Forty) equity shares ("Sale Shares") of face value of Re.1/- each representing 60.96% of the paid up and voting equity share capital of the Company.

The Acquirers did an open offer to the public shareholders under the SEBI (SAST) Regulations, 2011 and acquired control of the Company. Further M/s. ZR2 Group Holdings Limited has acquired the equity shares of old promoters and became the promoters of the Company through an open offer in accordance with SEBI (SAST) Regulations, 2011. The Company has been taken over by new promoters and the old management viz. Mr. Sagar Samir Shah, the Promoter Director and Chairman, Mrs. Rajasvee Sagar Shah, a Promoter Non-Executive Director, Mrs. Viraj Varun Sheth, Whole-Time Director, and Mrs. Barkha Balkrushnan Deshmukh, an Independent Director have tendered their resignation from the respective designation with effect from July 26, 2024 and Mr. Samir Rohitbhai Shah, Chief Financial Officer has tendered his resignation with effect from August 14, 2024. Your Directors place on record their appreciation of valuable services rendered during their tenure as a director & Management of the Company.

The Board is re-organised with the new management viz. Mr. Jimmy Olsson, the Chairman & Managing Director, Mr. Nilesh Jayant Jain, a NonExecutive, Promoter Director, Ms. Nirupama Charuhas Khandke, an Independent Director and Mr. Sunil Kondiba Kalhapure an Independent Director July 26, 2024 and Mr. Mahendra Agarwal as a Chief Financial Officer w.e.f. August 14, 2024 respectively.

DIVIDEND:

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31,2024.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

CHANGE OF REGISTERED OFFICE:

During the year, there was no change in the Registered Office of the Company.

CORPORATE OFFICE:

After the end of the financial year ended on March 31, 2024, the new management and Board of Directors of the Company had decided to set up the Corporate Office of the Company. Therefore, the Board of Directors has kept 1102, Lodha Supremus, Floor 11, Senapati Bapat Marg, Lower Parel Mumbai-400013, Maharastra w.e.f September 09, 2024.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

STATE OF THE COMPANY''S AFFAIRS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-B" and is attached to the report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of Board and Key Managerial Personnel

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director is entitled to attend	No. of Board Meeting attended during the year
Mr. Sagar Samir Shah*	Chairman & Director	Promoter, Non-Executive	9	9	9
Mrs. Viraj Varun Sheth**	Whole-Time Director	Promoter, Executive	9	9	9
Mrs. Rajasvee Sagar Shah***	Director	Promoter, Non-Executive	9	9	9
Mrs. Barkha Balkrushnan Deshmukh****	Director	Independent, Non Executive	9	9	9
Mr. Sunil Kondiba Kalhapure	Director	Independent, Non Executive	9	9	9
Mr. Jimmy Olsson#	Chairman & Managing Director	Promoter, Executive			-
Mr. Nilesh Jayant Jain##	Director	Promoter, Non-Executive			_-
Ms. Nirupama Charuhas Khandke###	Director	Independent, Non Executive			_-
Samir Rohitbhai Shah####	Chief Financial Officer	_-			_-
Mahendra AgarwalA
Sangeeta Amit KhyaniAA	Company Secretary and Compliance Officer	-			-
Bhoomika MangalAAA	Company Secretary and Compliance Officer	-			-

â¢ *After the end of financial year as on March 31,2024, Mr. Sagar Samir Shah had resigned from the office of Chairman and Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

â¢ **After the end of financial year as on March 31,2024, Mrs. Viraj Varun Sheth had resigned from the office of Whole-Time Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

â¢ ***After the end of financial year as on March 31,2024, Mrs. Rajasvee Sagar Shah had resigned from the office of Non-Executive Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

â¢ ****After the end of financial year as on March 31, 2024, Mrs. Barkha Balkrushnan Deshmukh had resigned from the office of Independent, Non-Executive Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

â¢ #After the end of financial year as on March 31,2024, Mr. Jimmy Olsson has been appointed as Chairman and Managing Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

â¢ ##After the end of financial year as on March 31,2024, Mr. Nilesh Jayant Jain has been appointed as Non-Executive Director under promoter category of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

â¢ ###After the end of financial year as on March 31, 2024, Ms. Nirupama Charuhas Khandke has been appointed as Independent, Non-Executive Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

â¢ ####After the end of financial year as on March 31,2024, Mr. Samir Rohitbhai Shah had resigned from the office of Chief Financial Officer of the Company w.e.f. August 14, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

â¢ ^AAfter the end of financial year as on March 31,2024, Mr. Mahendra Agarwal has been appointed as Chief Financial Officer of the Company w.e.f. August 14, 2024.

â¢ AADuring the year under review, Mrs. Sangeeta Amit Khyani had resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. December 19, 2023.

â¢ aaa After the end of financial year as on March 31, 2024, Ms. Bhoomika Mangal has been appointed Company Secretary and Compliance Officer of the Company w.e.f. December 19, 2023 w.e.f. May 10, 2024.

b) Declaration of Independence

Mrs. Barkha Balkrushnan Deshmukh and Mr. Sunil Kondiba Kalhapure were Independent Directors the Company during the financial year ended on March 31,2024. However, Mrs. Barkha Balkrushnan Deshmukh was ceased to be an Independent Director of the Company w.e.f. July 26, 2024 due to change in Management of the Company as per Share Purchase Agreement dated May 10, 2024 and open offer process of the Company under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

c) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

d) Meeting of Board

The Board of Directors of the Company met (9) nine times during the financial year ended March 31, 2024, on April 24, 2023, May 18, 2023, May 30, 2023, June 14, 2023, June 20, 2023, August 02, 2023, August 09, 2023, November 08, 2023 and February 08, 2024. Details of attendance of meetings of the Board and its Committees are part of this report.

e) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, meeting of committees and role and responsibilities assigned to these Committees etc. are part of this report.

f) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Sagar Samir Shah, Chairman (Upto July 26, 2024)

2. Mrs. Viraj Varun Sheth, Whole-Time Director (Upto July 26, 2024)

3. Mr. Samir Rohitbhai Shah, Chief Financial Officer (Upto August 14, 2024)

4. Mrs. Sangeeta Amit Khyani, Company Secretary & Compliance Officer (Upto December 19, 2024)

5. Mr. Jimmy Olsson, Chairman and Managing Director (w.e.f. July 26, 2024)

6. Mr. Mahendra Agarwal (w.e.f. August 14, 2024)

7. Ms. Bhoomika Mangal (w.e.f. May 10, 2024)

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on March 30, 2024 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non independent Directors and Boardas whole. The performance of the Chairman taking into account the views of executive Directorsand Non Executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, alongwith proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31,2024;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) 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;

(iv) prepared the annual accounts for the financial year ended on March 31,2024 on a going concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and

(vi) I aid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the present Auditors of the Company are M/s. S. N. Shah & Associates, Chartered Accountants (FRN No. 109782W) were appointed as Statutory Auditors of the Company to hold office from the conclusion of 80^thAnnual General Meeting (AGM) till the conclusion of the Annual General Meeting of the Company to be held in the year 2024.

However, after the end of financial year as on March 31,2024, M/s. S. N. Shah & Associates, Chartered Accountants (FRN No. 109782W) had resigned from the office of Statutory Auditors of the Company due to completion of their tenure as Statutory Auditor and also expressed their inability to re-appoint as Statutory Auditor of the Company. Therefore, the Audit Committee and Board of Directors of the Company had recommended the appointment of M/s. Bagaria & Co LLP, Chartered Accountants (FRN: 11344W/W100019) as Statutory Auditor of the Company w.e.f. August 14, 2024 to fill in the Casual Vacancy caused due to the resignation of M/s. S. N. Shah & Associates, Chartered Accountants (FRN: 109782W) for the financial year 2024-25.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2023-24, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

It is to be noted that Audit Report given by the Auditor is not qualified.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Amit Uttamchandani, Proprietor of M/s. Amit Uttamchandani & Associates, as an Internal Auditor of the Company.

d) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabad the financial year 2023-24 and 2024-25 as Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31,2024 in Form No. MR-3 is attached as ''Annexure A'' to this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

Qualification	Explanation
The website of the Company is not updated as per regulation 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, dissemination the required information''s about listed entity. Further, BSE Limited has issued an advice to the Company to maintain functional website on May 18, 2022.	The Board of Directors of the Company would like to clarify that the website of the Company was not updated at the end of financial year, however, now the company had updated its website giving the full information relating to the Company alongwith all the necessary disclosures as per SEBI (LODR), Regulations, 2015 and Companies Act, 2013.
The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD) and Exchange had displayed that the Company is non-compliant with SDD and also mentioned the name of Compliance Officer under the "Get Quote" page of the Exchange Website of the listed entity.	The Mangement has clarified that the Structured Digital Database (SDD) software has been set up. Further, BSE Limited has carried out Virtual Inspection of SDD Software and aforesaid non-compliance has been removed by the BSE Limited. Hence, the Company has complied with such non-compliances.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Mrs. Sangeeta Amit Khyani has been appointed as Whole Time Company Secretary and Compliance Officer of the company.

However, during the year under review, Mrs. Sangeeta Amit Khyani had resigned from the office of Company Secretary and Compliance Officer of the company w.e.f. December 19, 2023. After the end of financial year, Ms. Bhoomika Mangal has been appointed as Company Secretary and Compliance Officer of the company w.e.f. May 10, 2024.

SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company is Rs. 10,00,00,000 consisting of 9,60,00,000 Equity Shares of Re. 1/- each, 11 % Cumulative Redeemable Preference Shares of Rs. 100 each - First Issue, 11 % Cumulative Redeemable Preference Shares of Rs. 100 each - Second Issue and Unclassified Shares of Rs. 10 each as on March 31,2024.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and paid Up Capital of the Company is 16,18,850 consisting of 16,18,850 equity Shares of Re. 1/- each as on March 31, 2024.

PREFERENTIAL ISSUE:

During the year under review, the Company had issued and allotted 19,50,000 equity shares pursuant to conversion of warrants on June 20, 2023 after taking approval from the members in Extra Ordinary General Meeting held on May 24, 2023.

Therefore, the present Issued, Subscribed and paid Up Capital of the Company has been increased from 16,18,850 consisting of 16,18,850 equity Shares of Re. 1/- each to 35,68,850 consisting of 35,68,850 equity Shares of Re. 1/- each.

EXTRA ORDINARY GENERAL MEETING:

During the year, pursuant to Section 100 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company has convened an Extra Ordinary General Meeting through Video Conferencing on Wednesday, May 24, 2023 and passed the following resolutions:

1. To Issue Fully Convertible Equity Warrants On Preferential Basis

2. To Consider and Appoint Mrs. Viraj Varun Sheth (DIN: 07889459) as Whole-Time Director of the Company

3. To Consider and Appoint Mr. Sunil Kondiba Kalhapure (DIN: 09712393) as an Independent Director of the Company

LISTING:

The Equity Shares of the Company are presently listed and actively traded on the Bombay Stock Exchange (BSE). The Company is regular in payment of listing to the Stock Exchange i.e. BSE Limited.

DEMATERIALIZATION OF SHARES:

As on March 31,2024, there were 31,28,310 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 87.66% of the total issued, subscribed and paid-up capital of the Company.

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

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilizing alternate sources of energy : None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None

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

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING &OUTGO :

i. Foreign Exchange Earning :Nil

ii. Foreign Exchange Outgo :Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made and securities provided covered under Section 186 of the Companies Act, 2013 are provided in the Note No. 04 & 08 specifying details of Investments & Current Financial Assets: Loans & Advances respectively to the accompanying financial statements, presented in this Annual Report. However, the Company had not provided securities and given guarantees covered under Section 186 of the Companies Act, 2013 during the year ended on March 31,2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same is available on the Company''s website at www.gujchemdistillers.in.

During the financial year 2023-24, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Section 188(i) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the company for F.Y. 2023-24 and hence does not form part of this Annual Report. However, the Company submits details of related party transactions on a consolidated basis as required under Ind-AS 24 in the notes to the standalone financial statements.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31,2024 is hosted on your Company''s website at www.gujchemdistillers.in.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition andterms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

(a) AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee at the Board level. The Audit Committee at the Board level acts as a link between the Statutory Auditors, Internal Auditor, the Management and the Board of Directors and overseas the Accounting Policies and Practices, Financial Reporting Process, Financial Statements, Reports of Auditors.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

â¢ Oversight of the Company''s Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

â¢ Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

â¢ Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

â¢ Examination and reviewing, with the Management, the Annual Financial Statements and Auditors'' Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

â¢ Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

â¢ Review and monitor the Auditors'' independence and performance and effectiveness of audit process;

â¢ Approval or any subsequent modification of transactions of the Company with Related Parties;

â¢ Scrutiny of Inter - Corporate Loans and Investments;

â¢ Evaluations of Internal Financial Controls and Risk Management Systems;

â¢ Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

â¢ Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

â¢ Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

â¢ Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

â¢ To review the functioning of the Whistle Blower Mechanism;

â¢ Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

â¢ Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

â¢ Consider and comment on rationale, cost benefits and impacts of schemes involving merger, demerger, amalgamation etc., on the listing entity and its shareholders.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee. All the Members of the Audit Committee have Financial, Accounting and Management expertise.The board of directors has accepted all recommendations of the Audit Committee during the year.

The composition of the Audit Committee for the year ended on March 31,2024 and details of meetings attended by the Directors during the year 2023-24 are given as below:

Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meeting attended
Mrs. Barkha Balkrushnan Deshmukh	Chairperson	Non-Executive Independent Director	05	05	05
Mr. Sunil Kondiba Kalhapure	Member	Non-Executive Independent Director	05	05	05
Mr. Sagar Samir Shah	Member	Promoter, Non-Executive Director	05	05	05

However, after the end of financial year, the Audit Committee of the Company was reconstituted on July 26, 2024 as follows:

Name of the Directors	Designation	Category	Induction/Cessation
Ms. Nirupama Charuhas Khandke	Chairperson	Non-Executive Independent Director	Induction
Mr. Sunil Kondiba Kalhapure	Member	Non-Executive Independent Director	No Change
Mr. Jimmy Olsson	Member	Promoter, Executive Director	Induction
Mr. Sagar Samir Shah	Member	Promoter, Non-Executive Director	Cessation
Mrs. Barkha Balkrushnan Deshmukh	Chairperson	Non-Executive Independent Director	Cessation

Presence of Chairman of the Audit Committee:

Mrs. Barkha Balkrushnan Deshmukh, Chairperson of the Audit Committee was present in the Annual General Meeting held on September 22, 2023. The necessary quorum was present for all the meetings.

> Meetings:

During the Financial Year 2023-24, the Members of Audit Committee met 5 (Five) times viz. on April 24, 2023, May 30, 2023, August 09, 2023, November 08, 2023 and February 08, 2024.

b) NOMINATION AND REMUNERATION COMMITTEE:

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities of the Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

The broad terms of reference of Nomination and Remuneration Committee includes

â¢ Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

â¢ Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

â¢ Succession planning for Board of Directors and Senior Management Employees;

â¢ Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

â¢ Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee.

> The details of composition of Nomination and Remuneration Committee are as follows:

Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meetings attended
Mr. Sunil Kondiba Kalhapure	Chairperson	Non-Executive, Independent Director	01	01	01
Mrs. Barkha Balkrushnan Deshmukh	Member	Non-Executive, Independent Director	01	01	01
Mr. Sagar Samir Shah	Member	Promoter, Non- Executive Director	01	01	01

However, after the end of financial year, the Nomination and Remuneration Committee of the Company was reconstituted on July 26, 2024 as follows:

Name of the Directors	Designation	Category	Induction/Cessation
Mr. Sunil Kondiba Kalhapure	Chairperson	Non-Executive Independent Director	No Change
Mr. Nilesh Jayant Jain	Member	Non-Executive - Non-Independent Director	Induction
Ms. Nirupama Charuhas Khandke	Member	Non-Executive, Independent Director	Induction
Mrs. Barkha Balkrushnan Deshmukh	Chairperson	Non-Executive Independent Director	Cessation
Mr. Sagar Samir Shah	Member	Promoter, Non- Executive Director	Cessation

> Meetings:

During the Financial Year 2023-24, the Members of Nomination and Remuneration Committee met 1 (One) time on December 19, 2023. The necessary quorum was present for all the meetings.

Mr. Sunil Kondiba Kalhapure, Chairperson of the Nomination and Remuneration Committee was present in the Annual General Meeting held on September 22, 2023.

> Policy on Directors'' Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company''s official website at ww.gujchemdistillers.in.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

> Remuneration of Directors:

The appointment and remuneration of all the Executive Directors of the Company is governed by the recommendation of the Nomination and Remuneration Committee, Resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of all the Executive Directors comprises of salary, perquisites and allowances, and contributions to Provident and other Retirement Benefit Funds as approved by the shareholders at the General Meetings.

Independent Directors receive remuneration by way of sitting fees for attending each meeting of Board and Board''s Committees and commission as recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders as provided under the Act and rules made thereunder or any other enactment for the time being in force.

The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for the Company. The Nomination and Remuneration Committee work along with the Board for a structured leadership succession plan.

> Performance Evaluation :

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the evaluation process.

The Committee while evaluating the performance of the Non Executive Independent Directors may take into consideration various factors including:

â¢ Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

â¢ Other Directorship held by the Non-Executive Independent Directors;

â¢ Input in strategy decisions;

â¢ Review of Financial Statements, risks and business performance;

â¢ Time devoted toward discussion with Management;

â¢ Active participation in long-term strategic planning;

) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has constituted a Stakeholders''Relationship Committee ("SRC") pursuant to the provisions of Section 178 of the Companies Act, 2013and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.

â¢ Transfer and transmission of shares held by shareholders in physical format;

â¢ Shareholder''s Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

â¢ Status of dematerialization/rematerialization of shares;

â¢ Issue of duplicate share certificates;

â¢ Monitor and Track redressal of Investor complaints;

â¢ Oversee the performance of the Company''s Registrar and Transfer Agents;

â¢ Review of measures taken for effective exercise of voting rights by Shareholders;

â¢ Suggest measures for improvement upgrade the standard of services to investorsfrom time to time;

â¢ Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

Your Company''s shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/ officers/RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate sharecertificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee.

The present composition of the Stakeholders Relationship Committee for the year ended on March 31, 2024 and details of meetings attended by the Directors during the year 2023-24 are given as below:

Sr. No.	Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meetings attended
1.	Mrs. Barkha Balkrushnan Deshmukh	Chairperson	Non-Executive, Independent Director	01	01	01
2.	Mr. Sunil Kondiba Kalhapure	Member	Non-Executive, Independent Director	01	01	01
3.	Mr. Sagar Samir Shah	Member	Non-Executive, Independent Director	01	01	01

However, after the end of financial year, the Stakeholders Relationship Committee of the Company was reconstituted on July 26, 2024 as follows:

Name of the Directors	Designation	Category	Induction/Cessation
Mr. Sunil Kondiba Kalhapure	Chairperson	Non-Executive Independent Director	Inducted as Chairperson
Ms. Nirupama Charuhas Khandke	Member	Non-Executive, Independent Director	Induction
Mr. Jimmy Olsson	Member	Promoter, Executive Director	Induction
Mrs. Barkha Balkrushnan Deshmukh	Chairperson	Non-Executive Independent Director	Cessation
Mr. Sagar Samir Shah	Member	Promoter, Non- Executive Director	Cessation

> Meetings:

During the Financial Year 2023-24, the Members of Stakeholders Relationship Committee met 1 (One) time on March 30, 2024.

> Investors'' Complaints:

No. of Complaints pending as on April 01,2023	Nil
No. of Complaints identified and reported during Financial Year 2023-24	01
No. of Complaints disposed during the year ended March 31,2024	01
No. of pending Complaints as on March 31,2024	Nil

> Presence of Chairman of the Stakeholders'' Relationship Committee:

The necessary quorum was present for all the meetings. Mrs. Barkha Balkrushnan Deshmukh, Chairperson of the Stakeholder''s Relationship Committee was present in the Annual General Meeting held on September 22, 2023.

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

STATE OF THE COMPANY''S AFFAIRS:

Discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis Report (MDAR)in "Annexure-B"as stipulated under Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015is presented in a separate section forming part of this Annual Report.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at theire-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company has implemented ''Whistle Blower Policy'' covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is disclosed on the Company''s website at www.gujchemdistillers.in.

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process for raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Company''s policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31,2024, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular, outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to F.Y. 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Company''s internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Company''s assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls statedin the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.

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

There are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company''s operations in future.

PARTICULARS REGARDING EMPLOYEES:

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ''Annexure C'' to this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders'' value and of course on reputation.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

CORPORATE GOVERNANCE:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the annual report of the listed entity shall contain Corporate Governance Report.

However, the paid up share capital does not exceeds Rs. 10 crores and Net worth does not exceeds Rs. 25 crores, therefore, the said provisions are not applicable to our Company and hence, the Corporate Governance Report is not applicable and therefore not provided by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year alongwith their status as at the end of the financial year is not applicable.

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 ALONG WITH THE REASONS THEREOF:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

GENERAL DISCLOSURES:

During the financial year 2023-24,

â¢ The Company has not issued any shares with differential voting rights;

â¢ There was no revision in the Financial Statements;

â¢ The Company has not issued any Sweat Equity Shares;

â¢ The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014.

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Director''s Report:

a. Annexure A: Secretarial Auditors Report in Form No. MR-3;

b. Annexure B : Management Discussion and Analysis Report;

c. Annexure C: Details of personnel/particulars of employees;

APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors, distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their support and cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible to achieve the all-round progress and growth of Company.

Registered Office For and on the behalf of the Board of Directors

Survey No. 146, Plot No. 314, GUJCHEM DISTILLERS INDIA LIMITED

307, 3^rd Floor, Ashirwad Paras-1,

S.G. Highway, Makarba,

Ahmedabad-380009, Gujarat Sd/- Sd/-

JIMMY OLSSON NILESH JAYANT JAIN

Place: Ahmedabad CHAIRMAN & MANAGING DIRECTOR DIRECTOR

Date: October 29, 2024 DIN: 06891122 DIN: 07588945

Mar 31, 2014

Dear Members,

The Directors present the Annual Report together with the audited statement of accounts for the year ended 31st March, 2014 which they trust will meet your approval.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March, 2014 are briefly indicated below:

(Rs. in Lacs)

2013-2014 2012-2013

Rs. Rs.

Profit (Loss) before depreciation and others: -16.60 3.11

Less: Depreciation 6.05 6.09

- 22.65 -2.98

Less : Provision for Income Tax -0.64 -21.36

Profit for the year -22.01 18.38

Surplus in the statement of Profit & Loss Account brought forward 209.43 191.05

Balance of surplus carried forward 187.42 209.43

OPERATIONS AND FUTURE PROSPECTS

The Company has been able to generate revenue by undertaking commission based operations during the year under review. The management is exploring various alternatives for the manufacture of the products for which Company has technical knowhow.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956.

DIRECTORS

Smt. Devika Navnitlal retires by rotation at the ensuing Annual General Meeting and she being eligible offers herself for re-appointment. Your Directors recommended her re-appointment.

Pursuant to the provisions of the Companies Act 2013, Shri Jagat D. Shah whose period of office is liable to determination by retirement by rotation under the applicable provisions of the Companies act, 1956 is being appointed as an Independent Director at this meeting for the term of Three Consecutive years.

Shri Shashikant D. Pandya and Shri Ashwini R. Devpura, Directors of the Company, who retires by rotation at the ensuing Annual General Meeting under the applicable provisions of the Companies Act, 1956 are being appointed as Independent Directors at this meeting for the term of Three Consecutive years.

EMPLOYEES

There are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director''s responsibility statement, it is hereby confirmed:

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

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

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for the year ended under review;

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

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

STATUTORY AUDITORS:

The Company''s Auditors M/s. Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint M/s. Sharp & Tannan as Statutory Auditors till the conclusion of next Annual General Meeting and fix their remuneration.

AUDITORS OBSERVATIONS

The observations of the Auditors in their report are explained in the notes to the accounts which are self- explanatory.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s. Umesh Parikh & Associates, Practicing Company Secretary is attached herewith.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANG EARNINGS AND OUTGO

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

There is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the overall support extended by shareholders, employees, suppliers and customers.

FOR AND ON BEHALF OF THE BOARD

Place :Ahmedabad DEVIKA NAVNITLAL Date :9th May, 2014 CHAIRPERSON

Mar 31, 2013

To, The Members of GUJCHEM DISTILLERS INDIA LIMITED

The Directors present the Annual Report together with the audited statement of accounts for the year ended 31st March 2013 which they trust will meet your approval.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March 2013 are briefly indicated below:

(Rs. in Lacs)

2012-2013 2011-2012 Rs. Rs.

Profit (Loss) before depreciation and others: 24.47 34.14

Less: Depreciation 6.09 1.13

18.38 33.01

Less : Provision for Income Tax - 6.40

18.38 26.61

Surplus in the statement of Profit & Loss Account brought forward 191.05 164.45

Balance of surplus carried forward 209.43 191.06

OPERATIONS AND FUTURE PROSPECTS

The Company has been able to generate revenue by undertaking commission based operations during the year under review. The management is exploring various alternatives for the manufacture of the products for which Company has technical knowhow.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956.

AUDITORS OBSERVATIONS

The observations of the auditors in their report are explained in the notes to the accounts which are self- explanatory.

DIRECTORS:

Smt. Devika Navnitlal and Shri Jagat D. Shah retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommended their re-appointment.

EMPLOYEES

There are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director''s responsibility statement, it is hereby confirmed:

1. That the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for the year ended under review;

4. That the Directors have prepared the accounts for the financial year 31st March 2013 on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

AUDITORS:

The Company''s Auditors M/s. Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint M/s. Sharp & Tannan as Auditors for the current year and fix their remuneration.

The specific notes contained part of accounts referred in Auditor''s Report are self-explanatory and give complete information.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s. Umesh Parikh & Associates, Practicing Company Secretary is attached herewith.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANG EARNINGS AND OUTGO:

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

There is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the overall support extended by shareholders, employees, suppliers and customers.

FOR AND ON BEHALF OF THE BOARD

Place : Ahmedabad Manish Navnitlal Shashikant D. Pandya

Date :9th May, 2013 Managing Director Director

Mar 31, 2012

To, The Members of GUJCHEM DISTILLERS INDIA LIMITED

The Directors present the Annual Report together with the audited statement of accounts for the year ended 31st March 2012 which they trust will meet your approval.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March 2012 are briefly indicated below :

(Rs. in Lacs)

2011-2012 2010-2011 Rs. Rs.

Profit (Loss) before depreciation and others: 34.14 312.28

Less: Depreciation 1.13 1.05

33.01 311.23

Less : Provision for Income Tax 6.40 1.00

26.61 310.23

Surplus in the statement of Profit & Loss Account brought forward 164.45 (145.78)

Balance of surplus carried forward 191.06 164.45

OPERATIONS AND FUTURE PROSPECTS

The Company has been able to generate revenue by undertaking commission based related operations during the year under review. The management is exploring various alternatives for the manufacture of the products for which Company has technical knowhow.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956.

AUDITORS OBSERVATIONS

The observations of the auditors in their report are explained in the notes to the accounts which are self- explanatory.

DIRECTORS:

Shri Shashikantbhai D. Pandya and Shri Ashwini R. Devpura retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommended their re-appointment.

The terms of appointment of Shri Manish Navnitlal, Managing Director of the Company expires on 04-10- 2012. Your Directors recommended his re-appointment. Necessary Resolution has been proposed for the approval of members.

EMPLOYEES

There are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director's responsibility statement, it is hereby confirmed:

1. That the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for the year ended under review;

4. That the Directors have prepared the accounts for the financial year 31st March 2012 on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

AUDITORS:

The Company's Auditors M/s. Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint M/s. Sharp & Tannan as Auditors for the current year and fix their remuneration.

The Specific notes contained part of accounts referred in Auditors' Report are self-explanatory and give complete information.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s. Umesh Parikh & Associates, Practicing Company Secretary is attached herewith.

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

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

There is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the overall support extended by shareholders, employees, suppliers and customers.

FOR AND ON BEHALF OF THE BOARD

DEVIKA NAVNITLAL Chairperson

Place : Ahmedabad Date : 24th July, 2012

Mar 31, 2011

The Members,

GUJCHEM DIstILLERS INDIA LIMITED

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the year ended 31st March 2011 which they trust will meet your approval.

FINANCIAL RESULTS:

the working results of the Company for the year ended 31st March 2011 are briefly indicated below:

(Rs. in Lacs)

2010-2011 2009-2010 Rs. Rs.

Profit (Loss) before depreciation and others: 312.28 (6.16)

Less: Depreciation 1.05 1.22

311.23 (7.38)

Less: Income Tax of earlier year - (3.26)

Less: Provision for Income Tax 1.00 -

310.23 (4.12)

Profit (Loss) brought forward (411.95) (407.83)

Balance of Loss carried forward 101.72 411.95

OPERATIONS AND FUTURE PROSPECTS

the Company was declared as a sick Company under the provisions of SICA, 1985 by the Board of Industrial and Financial Reconstruction (BIFR). During the year under review as the net worth of the Company became positive, BIFR vide its order dated 1-12-2010 discharged the Company from the purview of SICA/BIFR.

the Company has been able to generate some revenue by undertaking trading related operations during the year under review. the management is exploring various alternatives to restart the manufacturing operations of the products for which the company has technical and marketing expertise.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, Company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956. there were unclaimed deposit of Rs. 6,34,424/- as on 1-4-2010. During the year under review Rs. 4,11,324/- have been claimed by the depositors and balance amount of unclaimed deposits of Rs. 2,23,100/- have been transferred / deposited with Investor Education and Protection Fund.

AUDITORS OBSERVATIONS

the observations of the auditors in their report are explained in the Specific notes contained in Annexure 'L'forming part of accounts which are self-explanatory and give complete information.

DIRECTORS:

Smt. Devika Navnitlal and Shri Jagatbhai D. Shah retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointment.

EMPLOYEES

there are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY stATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director's responsibility statement, it is hereby confirmed:

1. that the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company for the year ended under review;

4. that the Directors have prepared the annual accounts on a going concern basis;

CORPORATE GOVERNANCE

Your Company has started compiling the various clauses of the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. ,

AUDITORS:

the Companies Auditors M/s Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. the members are requested to appoint M/s Sharp & Tannan as Auditors for the current year and fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s Umesh Parikh & Associates, Practicing Company Secretary is attached herewith.

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

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

there is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the overall support extended by shareholders, fixed deposit holders, employees, suppliers and customeRs.

FOR AND ON BEHALF OF THE BOARD

DEVIKA NAVNITLAL Chairperson

Place : Ahmedabad Date : 16th August, 2011

Mar 31, 2010

The Directors present the Annual Report together with the audited statement of accounts for the year ended 31st March 2010 which they trust will meet your approval.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March 2010 are briefly indicated below:

(Rs. in Lacs)

2009-2010 2008-2009

Rs. Rs.

Profit (Loss) before depreciation and others: (6.16) 58.06

Less: Depreciation 1.22 1.65

(7.38) 56.41

Less : Income Tax of earlier year (3.26) -

Less : Provision for Income Tax - 0.40

Less : Provision for Fringe Benefit Tax - 0.11

(4.12) 55.90

Profit (Loss) brought forward (407.83) (463.73)

Balance of Loss carried forward 411.95 407.83

OPERATIONS AND FUTURE PROSPECTS

The Company is in process of implementing the Rehabilitation Scheme approved by BIFR.

DIVIDEND

Your Directors regret their inability to recommend dividend for the year under review.

DEPOSITS

During the year under review, company has not accepted any deposits falling within purview of section 58A of the Companies Act, 1956. There were unclaimed deposit of Rs. 6,34,724/- as on 31.03.2010.

AUDITORS OBSERVATIONS

The observations of the auditors in their report are explained in the notes to the accounts which are self- explanatory.

DIRECTORS:

Shri Shashikantbhai D. Pandya retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommended his re-appointment.

Shri Ashwini Ramnivas Devpura was appointed as Additional Director of the Company and as such he holds office up to the ensuing Annual General Meeting and eligible for re-appointment. Under section 257 of the Companies Act, 1956 the Company has received notice from member proposing Shri Ashwini Ramnivas Devpura as candidate for the office of Director. Your Directors recommend his appointment.

EMPLOYEES

There are no employees in receipt of remuneration as mentioned in section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

1. That the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for the year ended under review;

4. That the Directors have prepared the accounts for the financial year 31st March 2010 on a going concern basis.

CORPORATE GOVERNANCE

As per the rehabilitation scheme sanctioned by Honble BIFR, Company would be restructuring its operations and in view of that Company would implement corporate Governance thereafter.

AUDITORS:

The Companys auditors M/s. Sharp & Tannan, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint M/s. Sharp & Tannan as Auditors for the current year and fix their remuneration.

The Specific notes contained in Annexure M forming part of accounts referred in Auditors Report are self- explanatory and give complete information.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the provisions of section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from M/s. Umesh Parikh & Associates, Practicing Company Secretary is attached herewith. CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANG EARNINGS AND OUTGO:

Since there were no manufacturing activities during the year under review, details required under this clause are not applicable.

There is no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

We are thankful to Honble BIFR, Financial Institutions, Banks and Government Agencies for their continued support to the Company.

Your Directors acknowledge with thanks the overall support extended by shareholders, fixed deposit holders, employees, suppliers and customers.

FOR AND ON BEHALF OF THE BOARD

Place : Ahmedabad DEVIKA NAVNITLAL

Date :2 3rd August, 2010 Chairperson

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