Directors Report of Black Rose Industries Ltd.

Mar 31, 2025

The Directors are pleased to present herewith the 35^th Annual Report of the Black Rose Industries Limited (''the Company'') along with
the Audited Financial Statements for the financial year (''FY'') ended 31^st March, 2025.

1. Financial Results - Extract

The Company''s standalone and consolidated performance during the financial year ended 31^st March, 2025, as compared to the
previous financial year is summarised below:

? in lakhs

Particulars	Consolidated		Standalone
	Year ended		Year ended
	31s'' March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations and Other Income	39,471.45	38,504.13	34,631.71	28,506.97
Earnings Before Interest Depreciation Tax Amortisation and Exceptional Items (EBIDTAE)	3,273.69	3,265.30	3,835.91	3,154.72
Less: Exceptional Items	25.36	0	25.36	0
Earnings Before Interest Depreciation Tax and Amortisation (EBIDTA)	3,248.33	3,265.30	3,810.55	3,154.72
Less: Finance Cost	100.12	106.83	97.85	105.30
Profit Before Depreciation and Tax (PBDT)	3,148.21	3,158.47	3,712.70	3,049.42
Less: Depreciation	314.52	300.65	314.52	300.65
Profit Before Tax	2,833.69	2,857.82	3,398.18	2,748.77
Less: Provision for Tax	739.22	734.95	739.22	706.07
Profit After Tax	2,094.47	2,122.87	2,658.96	2,042.70
Total Comprehensive Income	2,130.46	2,074.03	2,659.33	2,054.35

2. Nature of Business

Black Rose Industries Limited is primarily engaged in
the manufacturing and distribution of chemicals, with
an additional presence in the renewable energy sector
through wind power generation.

The chemical manufacturing division focuses on
the production and sale of acrylamide liquid and its
downstream derivatives-acrylamide solid, polyacrylamide
liquid, and n-methylol acrylamide (NMA)-which have
been developed in-house by the Company''s Research
and Development team. The R&D team is currently
focused on adding polyacrylamide solid to the product
portfolio and is also engaged in the development of
additional value-added chemical products to support
the Company''s long-term growth strategy. In parallel,
the Company is conducting a feasibility study and has
applied for Environmental Clearance for a speciality
amines manufacturing project, in collaboration with Koei
Chemical Company Limited, Japan, to be implemented at
its existing site in Jhagadia, Gujarat.

The chemical distribution division manages the domestic
distribution of speciality and performance chemicals
sourced from international manufacturers, along with
merchant exports of chemicals, primarily catering to the
oil and gas sector in the United States.

The renewable energy division operates windmills that
generate and supply electricity to the State Electricity
Boards of Rajasthan and Gujarat, in line with the Company''s
commitment to sustainable energy solutions.

There were no changes in the nature of the Company''s
business activities during the financial year ended
31^st March, 2025.

3. Performance Review

During the financial year 2024-25, Black Rose Industries
Limited achieved its highest-ever annual standalone
turnover of ? 346.32 crores, representing a strong year-
on-year growth of over 21%. This performance was driven
by sustained demand across key segments, an expanding
customer base, and continued support from our principal
partners.

Standalone EBITDA rose from '' 31.5 crores in the previous
year to '' 38.4 crores, reflecting enhanced operational
efficiency, effective market intelligence, and the strength
of our diversified product portfolio.

In line with the Company''s long-term strategic vision,
several key initiatives were undertaken during the year.
Construction commenced on a new, state-of-the-art
Research & Development facility, and efforts to identify

and secure land for future development progressed
significantly. The Company also made steady advances
on upcoming projects and continues to explore new
partnerships and business opportunities, laying a strong
foundation for sustained growth in the years ahead.

The slight decline in consolidated revenue for 2024-25
is primarily attributable to the planned closure of the
Company''s wholly owned subsidiary, B. R. Chemicals Co.
Ltd., effective 30^th January, 2025. While the subsidiary
remained profitable, a strategic review determined that
its operations were no longer aligned with the long-term
objectives of the parent company.

The Chemical Distribution Division delivered a robust
performance, recording a 29% year-on-year increase in
value and a 10% growth in volumes. This was supported
by strong domestic demand, strategic inventory planning,
enhanced product offerings, and continued backing from
international principals. Although export volumes were
impacted in the final quarter due to a slowdown in the
U.S. oil and gas sector, resilient domestic sales more than
compensated for the decline, enabling the business to
maintain its overall growth trajectory.

		Financial Performance Consolidated (Figures are in crores)
0		1		2		3	4			5		6 7
450												50
400												45
350						\S						40
300						V						35
							LI					30
250										//—		—
										/		25
200										/		—
								s\ /				20
150								Yvj				- 1C
								\ /				15
100 -								V				10
50												5
0	¦		¦		¦		¦		¦		¦	0
2019-20 2020-.				21 2021-22 20			22-23 2023-			4 2024-		25
				—	Revenue		— EBITDA			PBT

A detailed analysis of the Company''s operations is provided in the Management Discussion and Analysis Report.

4. Share Capital

The total Paid-up Share Capital as on 31^st March, 2025 was
'' 51,000,000/- comprising of 51,000,000 Equity Shares of
'' 1/- each.

5. Dividend

The Company has continued its commitment to delivering
value to shareholders through consistent dividend
payouts for the financial year 2024-25.

• Owing to the dividend declared by its wholly-
owned subsidiary, B.R. Chemicals Co. Ltd. Japan, the
Company paid a special interim dividend of ?2.00
per equity share (equivalent to 200% of the paid-up
share capital) during the year

• Subsequently, at its meeting held on 20^th May, 2025,
the Board of Directors approved an interim dividend
of ? 0.50 per equity share (i.e., 50% of the paid-up
share capital)

Further, for the financial year 2024-25, the Directors
have recommended a final dividend of '' 0.55 per equity
share (i.e., 55% of the paid-up share capital). In addition,
considering the Company''s good performance, the
Directors are pleased to recommend a Special Dividend
of '' 0.10 per equity share (i.e., 10% of the paid-up share
capital) for the financial year ended 31^st March, 2025,
subject to approval of the shareholders at the ensuing
Annual General Meeting for the financial year 2024-25.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") is uploaded on the Company''s
website at www.blackrosechemicals.com.

6. Transfer to Reserves

The Directors have not proposed to transfer any amount
to the general reserve and have decided to transfer
'' 2,659.33 lakhs to retained earnings for the financial year
2024-25. The closing balance of retained earnings of the
Company as of 31^st March, 2025, after all appropriation
and adjustments, was '' 13,984.95 lakhs.

7. Credit Rating

The ratings given by CRISIL for short-term borrowings
and long-term borrowings of the Company during the
financial year are CRISIL A2 (Reaffirmed) and CRISlL BBB /
Stable (Reaffirmed) respectively. There was no revision in
the said ratings thereafter.

8. Business Scenario

The business environment during 2024-25 was
characterised by a complex interplay of challenges and
opportunities. Global demand, particularly from the
U.S. oil and gas sector, experienced softness, impacting
export volumes and pricing. However, the Indian chemical
market demonstrated resilience, supported by steady
industrial activity and growing domestic consumption.
The Company navigated this uneven demand landscape
through strategic inventory management, diversification
of its product portfolio, and strong partnerships with
international principals. Currency stability, especially in
the INR-US$ exchange rate, helped mitigate procurement
and sales risks, while fluctuations in raw material prices and
global logistics disruptions continued to pose operational
challenges.

On the supply side, Black Rose Industries maintained
operational agility despite ongoing international freight
constraints and volatility in shipping costs. Proactive
measures such as optimised inventory positioning
and efficient supply chain management enabled the
Company to ensure uninterrupted customer service.
Strategic initiatives including the development of new
R&D capabilities and capacity expansion underscored
the Company''s commitment to long-term growth. The
decision to exit certain non-core operations through the
closure of a subsidiary reflects a focused approach to
aligning resources with evolving market dynamics and
core business priorities.

The business scenario is discussed in more detail in the
Management Discussion and Analysis Report.

9. Acrylamide Plant at Jhagadia, Gujarat

During 2024-25, Black Rose achieved strong capacity
utilisation at its acrylamide liquid plant, driven by stable
demand, consistent raw material pricing, the addition of
new markets and customers, and focused export-driven
marketing efforts. Despite global logistics challenges, the
Company sustained its market presence through strategic
sourcing and supply chain management. The acrylamide
solid business also saw steady growth, with increasing
sales in both domestic and international markets. As the
only producer of acrylamide solid outside China, Black
Rose capitalised on rising import prices and improved
operational efficiencies to further strengthen its position
in this niche segment.

A detailed explanation of the acrylamide plant operations
can be found in the Management Discussion and Analysis
Report.

10. Polyacrylamide Liquid Plant at Jhagadia, Gujarat

The ceramic tile industry in Morbi — the primary markets
for the Company''s ceramic binder BRILBIND CE01 —
faced pressure during 2024-25 due to global demand
slowdown, inventory overhang, and rising competition
from unorganised binder producers. These factors
adversely impacted sales and capacity utilisation. To
enhance market reach and drive wider acceptance, the
Company introduced a more robust variant, BRILBIND
CE03, during the year.

A detailed explanation of the polyacrylamide liquid plant
operations can be found in the Management Discussion
and Analysis Report.

11. N-methylol acrylamide (NMA) Plant at Jhagadia,
Gujarat

The Company manufactures two grades of n-methylol
acrylamide (NMA)—NMA 48% and NMA LF—speciality
monomers used in the coatings and adhesives industries,
with an installed capacity of 2,000 MTPA. In 2024-25, Black
Rose Industries secured a majority share of the domestic
market. Building on this strong position, the Company
is now actively targeting export markets to fuel future
growth.

An in-depth explanation about the n-methylol acrylamide
plant operations is given in the Management Discussion
and Analysis Report.

12. Fire Incident

During the financial year, on 3^rd January, 2025, a fire incident
occurred at Building No. 2, Plot No. 11-18, Shree Laxmi
Co-op. Industrial Estate Ltd., Hatkanangle, Dist. Kolhapur,
a property owned by Black Rose Industries Limited ("the
Company"). As no operations were being conducted by
the Company at the affected site, there was no impact on
the Company''s business activities or functions. All assets
damaged by the fire were fully insured, and the Company
has duly submitted its claim with the insurance company,
which is currently under process.

13. Subsidiary - B.R. Chemicals Co., Ltd., Japan

The Company has one subsidiary as on 31^st March, 2025.
There are no associate or joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013
("Act").

During the financial year turnover of the Company''s
wholly owned subsidiary was '' 53.86 crores.

The performance and financial position of the Company''s
subsidiary B.R. Chemicals Co., Ltd. for the year ended
31^st March, 2025 is attached to the financial statements
hereto.

The Board of Directors of B.R. Chemicals Co. Ltd. ("B.R.
Chemicals"), wholly owned subsidiary of the Company, in
its meeting held on 30^th January, 2025, has decided to close
its business activities with effect from 30^th January, 2025.
The decision to close activities was made due to minimal
profit margins, high operational costs, and the successful
achievement of the main objective of establishing
relationships with suppliers/principals in Japan.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company''s subsidiary in Form No.
AOC-1 is attached to the financial statements of the
Company.

14. Material Changes and Commitments

There have been 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 relate and the
date of the report.

15. Directors and Key Managerial Personnel Re-appointment

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mrs. Shruti Jatia
(DIN: 00227127), Whole-time Director of the Company,
retire by rotation at the ensuing Annual General Meeting.
The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration
Committee, have recommended her re-appointment.

The disclosures required pursuant to Regulation 36 of the
SEBI Listing Regulations and the Secretarial Standards on
General Meeting (‘SS-2'') are given in the Notice of AGM,
forming part of the Annual Report.

Mr. Ankit Kumar Jain was appointed as Company
Secretary and Compliance Officer of the Company w.e.f.
28^th May, 2024.

Apart from the above there has been no other change
in the Directors and Key Managerial Personnel of the
Company during the year under review.

16. Declaration from Independent Directors

The Company has received the following declarations
from all the Independent Directors confirming that:

a) They meet the criteria of independence as laid down
under Section 149(6) of the Act and Rules made
thereunder, as well as of Regulation 16 of the Listing
Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, they
have registered themselves with the Independent
Director''s database maintained by the Indian
Institute of Corporate Affairs.

c) In terms of Regulation 25(8) of the Listing Regulations,
they are not aware of any circumstances or situation,
which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties.

17. Board Meetings and Board Committees

a) Board Meetings

Four (4) meetings of the Board of Directors were
held during the year under review. The Corporate
Governance Report, which is part of this report,
contains the details of the meetings of the Board.

b) Committees

Pursuant to Section 177 and 178 of the Act and
the rules made thereunder and in accordance
with Listing Regulations, the Board of Directors
has constituted five Committees, viz. Audit
Committee, Nomination and Remuneration
Committee, Stakeholders'' Relationship Committee,
Corporate Social Responsibility Committee and Risk
Management Committee.

All details pertaining to the composition of the Board
and its committees are provided in the Corporate
Governance Report, which is a part of this report.

The Company has been employing women
employees in various grades within its offices and
factory premises. The Company has constituted an
Internal Compliant Committee as required under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to
redress any complaints received from employee(s)
of the Company. The Company is strongly oppose to
sexual harassment and all the employees are made
aware about the consequences of such acts and the
constitution of the Internal Compliant Committee.

During the year no complaint was received from any
employee and hence no complaint is outstanding as
on 31^st March, 2025.

c) Evaluations

The Board of Directors has carried out an annual
evaluation of its own performance, board
committees, and individual directors pursuant to the
provisions of the Act and Listing Regulations.

The performance of the board was evaluated by
the Board after seeking input from all the directors
based on criteria such as the Board composition
and structure, effectiveness of Board processes,
information and functioning etc. The performance
of the committees was evaluated by the Board after
seeking input from the committee members based
on criteria such as the composition of committees,
effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company
was evaluated, considering the views of Executive
Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
Director based on criteria such as the contribution of
the individual Directors to the Board and committee
meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution
and inputs in meetings, etc.

d) Policy on Directors'' Appointment and
Remuneration and other details

The policy on Directors'' remuneration is available
on the website of the Company at www.
blackrosechemicals.com. The remuneration paid to
the Directors is as per the terms laid out in the said
policy.

18. Auditors

a) Statutory Auditor

Members of the Company at the AGM held on
29^th September, 2022, approved the appointment
of M/s. M M Nissim & Co LLP, Chartered Accountants
(Registration No. 107122W/ W100672), Chartered
Accountants, as the statutory auditors of the
Company for a period of five years from the
conclusion of 32^nd Annual General Meeting till the
conclusion of the 37^th Annual General Meeting to be
held in the year 2027.

The Reports given by M/s. M M Nissim & Co LLP,
Chartered Accountants on the standalone and
consolidated financial statements of the Company
for financial year 2024-25 do not contain any
qualification, reservation or adverse remarks. There
were no instances of fraud reported by the auditors.

b) Cost Auditor

Pursuant to the provisions of Section 148(1) of the
Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to have
the audit of its cost records.

M/s. Poddar & Co., Cost Accountants, Mumbai,
was appointed as Cost Auditor of the Company
for conducting the cost audit for the financial year
2024-25.

c) Secretarial Auditor

Secretarial Audit for the financial year 2024-25 was
conducted by M/s. Shiv Hari Jalan & Co., Company
Secretaries in Whole - Time Practice in accordance
with the provisions of Section 204 of the Act. The
Secretarial Auditors'' Report forms part of this Annual
Report.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31^st March, 2025 is available
on the Company''s website at www.blackrosechemicals.
com.

20. Loans, Guarantees and Investments

The particulars of loans, guarantees or investments
given/ made during the financial year under review and
governed by the provisions of Section 186 of the Act have
been furnished in Annexure I which forms part of this
Annual Report.

21. Deposits

The Company has not accepted any deposits from the
public in terms of Section 73 of the Act read with the
Companies (Acceptance of Deposit) Rules, 2014 and as
such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of
the Balance Sheet.

22. Consolidated Financial Statements

In accordance with the provisions of the Act and Regulation
33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as ''Listing Regulations'')
and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company for the
financial year 2024-25, together with the Auditor''s Report,
forms part of this Annual Report. A statement containing
the salient features of the Company''s subsidiaries,
associate and joint venture Company in the prescribed
Form AOC- 1.

23. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

a) The annual financial statements for the year ended
31^st March, 2023 have been prepared in accordance
with the applicable accounting standards along with
proper explanation relating to material departures, if
any;

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

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

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

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

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

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory
and secretarial auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutory auditors and the
reviews performed by management and the relevant
Board committees, including the audit committee, the
Board is of the opinion that the Company''s internal
financial controls were adequate and effective during the
financial year 2024-25.

24. Internal Financial Controls and Compliance Framework

Internal financial control over financial reporting have
been designed to provide reasonable assurance with
regards to recording and providing reliable financial
information and complying with applicable accounting
standards. These controls are reviewed periodically, and
the Company continuously tries to verify these controls to
increase its reliability.

The Company has documented its internal financial
controls considering the essential components of various
critical processes, physical and operational. This includes
its design, implementation and maintenance, along with
periodical internal review of operational effectiveness
and sustenance, which are commensurate with the
nature of its business and the size and complexity of its
operations. This ensures orderly and efficient conduct
of its business, including adherence to the Company''s
policies, safeguarding of its assets, prevention of errors,
accuracy and completeness of the accounting records and
the timely preparation of reliable financial information.

The internal financial controls with reference to the
financial statements were adequate and operating
effectively.

The Board has also put in place requisite legal compliance
framework to ensure compliance of all the applicable
laws and that such systems were adequate and operating
effectively.

25. Risk Management

In compliance with Regulation 21 of the Listing Regulations,
a Risk Management Committee has been constituted by
the Board. The Risk Management Committee, also known

as Risk Management Oversight Committee, is entrusted
with roles and powers as specified in Part D of Schedule
II of Listing Regulations. The Company has laid out a risk
management policy for identification and mitigation of
risks. The Risk Management Committee identifies the
key risks for the Company, develops and implements the
risk mitigation plan, reviews and monitors the risks and
corresponding mitigation plans on a regular basis and
prioritises the risks, if required, depending upon the effect
on the business/reputation.

The other details in this regard are provided in the Report
on Corporate Governance which forms a part of this
Annual Report.

26. Vigil Mechanism and Reporting of Frauds

The Company has framed Vigil Mechanism/Whistle Blower
Policy ("Policy") to enable Directors and employees
to report genuine concerns or grievances, unethical
behaviour and irregularities, fraud, if any, which could
adversely affect the Company''s operations to the Audit
Committee Chairman.

There was no instance of fraud during the year under
review, which required the Statutory Auditors to report to
the Audit Committee and/or Board under Section 143(12)
of the Act and Rules framed thereunder.

27. Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
rules made thereunder is provided in Annexure II which
forms part of this Annual Report.

28. Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered
by the Company during the financial year with related
parties were in the ordinary course of business and were
on arm''s length basis, hence Section 188(1) of the Act is
not applicable and consequently no particulars in Form
AOC - 2 are required to be furnished. During the year, the
Company had not entered into any contract, arrangements
or transactions with related parties which could be
considered material. All the contracts, arrangements and
transactions with related parties are placed before the
Audit Committee as also the Board, as may be required,
for approval.

29. Business Responsibility and Sustainability Report
(“BRSR")

The Company has provided Business Responsibility and
Sustainability Report which indicates the Company''s
performance against the principles of the ''National
Guidelines on Responsible Business Conduct'' This would
enable the Members to have an insight into environmental,
social and governance initiatives of the Company which
forms part as a separate section of this Annual Report.

30. Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by
any regulators or courts or tribunals which can have an
impact on the going concern status of the Company and
its future operations.

31. Listing

The Company''s shares are listed on BSE Limited and the
applicable listing fees for the same have been paid.

32. Managerial Remuneration and Particulars of
Employees

The Statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not applicable as none of the employees of
the Company are covered under the provisions of the said
rules.

The ratio of the remuneration of each director to the
median employees'' remuneration and other details in
terms of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
provided in Annexure III which forms part of this Annual
Report.

33. Corporate Social Responsibility (CSR)

Corporate Social Responsibility ("CSR") forms an integral
part of an overall business policy aligned with its business
goals. The Company, from time to time, endeavours to
utilise allocable CSR budget for the benefit of society.

Salient features of the CSR policy and the details of
activities as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is provided in Annexure IV
forming part of this report. The CSR Policy is available on the
website of the Company.

34. Service of Documents through Electronic Means

All documents, including the Notice and Annual Report
shall be sent through electronic transmission in respect of
members whose e-mail IDs are registered in their demat
account or are otherwise provided by the members. A
member shall be entitled to request for physical copy of
any such documents.

Also, in respect of shareholders whose e-mail IDs are not
registered with their folios or Depository Participant (DP),
a physical letter containing the link to access the Notice
and Annual Report will be dispatched to their registered
address.

35. Employees'' Stock Option Scheme

The Company has implemented BRIL Employee Stock
Option Scheme 2020 [formulated under the SEBI (Share
Based Employee Benefit) Regulations, 2014], approved

by the Shareholders of the Company on 29^th September,
2020 and thereafter, Board of Directors of the Company
vide its resolution by circulation dated 26^th October, 2021
approved the amendment in the BRIL ESOS 2020 Scheme
in order to align the same with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB & SE Regulations").

The Company has obtained a Certificate from the
Secretarial Auditors stating that ESOP Scheme has been
implemented in accordance with the SEBI SBEB & SE
Regulations. The said Certificate will be made available
for inspection through electronic mode by writing to the
Company at [e-mail] from the
date of circulation of the AGM Notice till the date of the
AGM.

The applicable disclosures as stipulated under Regulation
14 of SEBI SBEB & SE Regulations with regard to Employees
Stock Option Scheme of the Company are available on the
website of the Company www.blackrosechemicals.com.

36. Disclosure Requirements

• As per Listing Regulations, the Corporate Governance
Report with the Auditors'' Certificate thereon, and the
Management Discussion and Analysis including the
Business Responsibility and Sustainability Report are
attached, which forms part of this report

• The Company has devised proper systems to ensure
compliance with the provisions of all applicable
secretarial standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively

• During the year under review the Company has
complied with the provisions of the Maternity
Benefits Act, 1961

• The Company has not issued any shares with
differential rights and hence no information as
per provisions of Section 43(a)(ii) of the Act read
with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished

• During the year under review, 1,800 shares
transferred to the Unclaimed Securities Suspense
Escrow Account of the Company

• As required under Section 124 of the Act, 824,320
equity shares in respect of which dividend has not
been claimed by the members for seven consecutive
years or more, have been transferred by the Company
to the Investor Education and Protection Fund (IEPF)
during the financial year 2024-25. Details of shares
transferred have been uploaded on the website of
IEPF as well as the Company

• During the year under review, there were no
instances of one-time settlement with banks or

financial institutions and hence the differences in
valuation as enumerated under Rule 8(5)(xii) of
Companies (Accounts) Rules, 2014, as amended, do
not arise

• During the financial year no application has been
made, and no proceeding is pending under the
Insolvency and Bankruptcy Code, 2016

• All the properties, including buildings, plant and
machinery and stocks have been adequately insured

37. Acknowledgements

The Board of Directors place on record sincere gratitude
and appreciation to all the employees at all levels for their
hard work, solidarity, cooperation, and dedication during
the year.

The Board conveys its appreciation to its principal''s,
customers, shareholders, suppliers as well as vendors,
bankers, business associates, regulatory, and government
authorities for their continued support.

Cautionary Statement

Certain statements in this Directors'' Report and in the
Management Discussion and Analysis Report describing
the Company''s objectives, estimates, and projections
may be forward-looking statements and are based on
certain expectations. Actual results could however differ
materially from those expressed or implied. Important
factors that could make a difference in the Company''s
operations include the availability of raw material/
product, cost of raw material/product, changes in demand
from customers, fluctuations in exchange rates, changes
in government policies and regulations, changes in tax
structure, economic developments within India and the
countries in which business is conducted, and various
other incidental factors. We cannot guarantee that these
forward-looking statements will be realised, although we
believe we have been prudent in making any assumptions.
We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new
information, future events, or otherwise.

---

Mar 31, 2024

Your Directors takes pleasure in presenting the 34^th Annual Report on the business and operations performance of the Company, together with the Audited Financial Statements, for the financial year ended March 31,2024.

1. Financial Results - Extract

The Company''s standalone and consolidated performance during the financial year ended March 31, 2024, as compared to the previous financial year is summarised below:

'' in Lakhs
Particulars	Consolidated		Standalone
	Year ended		Year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations and Other Income	38,504.13	43,248.27	28,506.97	27,954.03
Earnings Before Interest Depreciation Tax Amortisation and Exceptional Items (EBIDTAE)	3,265.30	1,595.57	3,154.72	1,404.47
Less: Exceptional Items	0	0	0	0
Earnings Before Interest Depreciation Tax and Amortisation (EBIDTA)	3,265.30	1,595.57	3,154.72	1,404.47
Less: Finance Cost	106.83	196.89	105.30	196.89
Profit Before Depreciation and Tax (PBDT)	3,158.47	1,398.68	3,049.42	1,207.58
Less: Depreciation	300.65	303.51	300.65	303.51
Profit Before Tax	2,857.82	1,095.17	2,748.77	904.07
Less: Provision for Tax	734.95	303.30	706.07	246.38
Profit After Tax	2,122.86	791.87	2,042.70	657.69
Total Comprehensive Income	2,074.03	792.25	2,054.35	656.69

2. Nature of Business

The Company is primarily engaged in the business of chemical manufacturing and chemical distribution. The Company also owns windmills for the production and sale of renewable energy.

The chemical manufacturing division focuses on the production and sale of acrylamide liquid, polyacrylamide liquid, and N-methylol acrylamide ("NMA"). Additionally, the Company is the only producer of acrylamide powder outside of China. The R&D team is currently working on adding polyacrylamide solid to the production portfolio in the future. Meanwhile, the Company has applied for Environmental Clearance for a specialty chemicals project in collaboration with a Japanese partner at its existing site in Jhagadia. The chemical distribution division primarily handles the sales of specialty and performance chemicals produced by overseas manufacturers. The renewable energy division supplies electricity generated from wind power to the State Electricity Boards of Rajasthan and Gujarat.

3. Performance Review

In the 2023-24 financial year, the Company successfully increased its sales volume by nearly 20% by expanding its customer base and geographical reach, despite challenges such as fluctuating demand and economic slowdowns in key markets. Our effective management of higher international freight costs, longer transit times, strategic handling of raw materials and inventory, and focus on exports resulted in an impressive standalone EBITDA of ''31.5 crores. This achievement underscores our robust market understanding, effective cost management, and diversified product portfolio.

Throughout the year, we further solidified our position as the domestic market leader in our key distribution products and acrylamide. The sales of recent additions to our product portfolio, including acrylamide powder and n-methylol acrylamide ("NMA") in the second half of the year, alongside our strong R&D capabilities and upcoming projects, bode well for sustained financial growth in the next fiscal year.

4. Dividend

For FY 2023-24, based on the Company''s performance, the Directors have recommended a final dividend of '' 0.55 per equity share (i.e. @ 55 % on the paid-up share capital) and also considering an exceptional year for the Company the Directors pleased to recommend '' 0.10 per equity share (i.e. @ 10% on the paid-up share capital) as Special Dividend for the financial year ended March 31,2024 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company for the Financial Year 2023-24.

After closing of FY 2023-24, on July 31, 2024 the Board of Directors has declared '' 2.00 per equity share (i.e, @200% on the paid-up share capital) as the Special Interim Dividend for the FY 2024-25.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is uploaded on the Company''s website at www.blackrosechemicals.com.

5. Transfer to Reserves

The Directors have not proposed to transfer any amount to the general reserve and have decided to transfer '' 2,054.35 lakhs to retained earnings for the FY 2023-24. The closing balance of retained earnings of the Company as at March 31, 2024, after all appropriation and adjustments, was ''12,641.06.

6. Business Scenario

The financial year 2023-2024 concluded with a stable topline but significantly higher sales volumes and profitability compared to the previous year. This growth was driven by strong support and improved allocation from principals,

increased local chemical demand, strategic inventory planning, and effective management of international logistics. Additionally, a diversified product portfolio and a range-bound Indian rupee against the US Dollar reduced risk in procurement and sales. While subdued demand from the US oil and gas sector impacted merchant exports, this was balanced by other strengths in our business operations.

Despite a weak first quarter, fluctuating demand, subdued chemical prices, and economic slowdowns in key markets, the Company solidified its position as a market leader in key distribution and manufactured products. It also established itself as a reliable procurement source for large chemical Companies in both domestic and European markets. The focus on exports for the manufacturing division opened new markets and customers, boosting revenues and profits. Prudent inventory management in the last quarter enabled the Company to overcome international logistics challenges and serve its customers without interruption.

The business scenario is discussed in more detail in the Management Discussion and Analysis Report.

7. Acrylamide Plant at Jhagadia, Gujarat

The Company''s acrylamide plant achieved its highest capacity utilization due to stable demand, the addition of new markets and customers, stable raw material prices, the Company''s EU REACH registration, and a focus on strategic marketing and exports. The acrylamide powder business also expanded during the year with sales picking up in both domestic and international markets.

A detailed explanation of the acrylamide plant operations can be found in the Management Discussion and Analysis Report.

8. Polyacrylamide Liquid Plant at Jhagadia, Gujarat

The ceramic tile industry in Morbi, Gujarat, where the Company sells its polyacrylamide liquid ceramic binder, BRILBIND CE01, has been severely impacted by the global demand slowdown, inventory buildup, and the spread of small unorganized binder producers. These factors have affected overall revenue and capacity utilization during the year.

A detailed explanation of the polyacrylamide liquid plant operations can be found in the Management Discussion and Analysis Report.

9. N-Methylol Acrylamide (NMA) Plant at Jhagadia, Gujarat

Since FY23, the Company has been producing two grades of n-Methylol Acrylamide (NMA), a specialty monomer used in the coatings and adhesive industry, with an installed capacity of 2,000 MTPA. The Company sells the product to both domestic and multinational companies.

An in-depth explanation about the polyacrylamide liquid plant operations is given in the Management Discussion and Analysis Report.

9. Subsidiary - B.R. Chemicals Co., Ltd., Japan

The Company has one subsidiary as on March 31, 2024. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

The nature of business of the Subsidiary Company remained unchanged during the year.

During the year under review, the turnover of the Company''s wholly owned subsidiary increased to '' 99 crores.

The performance and financial position of the Company''s subsidiary B.R. Chemicals Co., Ltd. for the year ended March 31,2024 is attached to the financial statements hereto.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

10. Material Changes and Commitments

There have been 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 relate and the date of the report.

11. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ambarish Daga (DIN 07125212), Whole-time Director of the Company, retires by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for re-appointment.

Brief Profile of Mr. Daga is provided in the Notice convening the 34^th Annual General Meeting of the Company for reference of the members.

During the financial year following changes took place in the Directors and Key Managerial Personnel of the Company:

a. Mr. Sandeep Chokhani resigned w.e.f. May 11,2023.

b. Mr. Ratan Kumar Agrawal was appointed as Additional Director w.e.f. May 11,2023 and resigned w.e.f. July 26, 2023.

c. Mr. Ambarish Daga was appointed as Whole-Time Director w.e.f. July 26, 2023 and the same was approve by the members of the Company in the Annual General Meeting held on September 29, 2023.

d. Mr. Abhishek Murarka was appointed as Non-Executive Independent Director w.e.f. July 26, 2023 and the same was approve by the members of the Company in the Annual General Meeting held on September 29, 2023.

e. Mr. Bhavesh Shah, General Manager Sales, was appointed as Key Managerial Personnel of the Company w.e.f. July 26, 2023.

f. Mr. Sanket Desai, Associate Vice President -Manufacturing, was appointed as Key Managerial Personnel of the Company w.e.f. July 26, 2023.

g. Mr. Anup Jatia was re-classified as Non-Executive Director w.e.f July 26, 2023.

h. Mrs. Garima Tibrawalla, Non-Executive Independent Director of the Company resigned w.e.f. September 02, 2023.

i. Mrs. Shruti Jatia was appointed as Whole-Time Director of the Company w.e.f. September 03, 2023 and the same was approve by the members of the Company in the Annual General Meeting held on September 29, 2023.

j. Mrs. Deepa Poncha was appointed as Non-Executive Independent Director of the Company w.e.f. September 03, 2023 and the same was approve by the members of the Company in the Annual General Meeting held on September 29, 2023.

k. Mr. Sanket Desai, Associate Vice President -Manufacturing resigned w.e.f. January 18, 2024.

l. Mr. Anup Jatia, Non-Executive Director, appointed as the Chairperson of the Company w.e.f. January 31,2024.

m. Mrs. Harshita Shetty, Company Secretary and Compliance Officer of the Company resigned w.e.f. February 29, 2024.

n. After the end of the financial year the Board of Directors

appointed Mr. Ankit Kumar Jain, as the Company Secretary and Compliance Officer of the Company w.e.f. May 28, 2024.

Apart from the above, no other Director or Key Managerial

Personnel were appointed or ceased.

12. Declaration from Independent Directors

The Company has received following declarations from all

the Independent Directors confirming that:

a) They meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder, as well as of Regulation 16 of the Listing Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs.

c) In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

13. Board Meetings and Board Committeesa. Board Meetings

7 meetings of the Board of the Directors were held during the year under review. The Corporate Governance Report, which is part of this report, contains the details of the meetings of the Board.

b. Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder and in accordance with Listing Regulations, the Board of Directors has constituted five Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

All details pertaining to the composition of the Board and its committees are provided in the Corporate Governance Report, which is a part of this report.

The Company has been employing women employees in various grades within its offices and factory premises. The Company has constituted an Internal Compliant Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress any complaints received from employee(s) of the Company. The Company is

strongly oppose to sexual harassment and all the employees are made aware about the consequences of such acts and the constitution of the Internal Compliant Committee.

During the year there was no complaint received from any employee and hence no compliant is outstanding as on March 31, 2024.

c. Evaluations

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Director on the basis of criteria such as the contribution of the individual director''s to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

d. Policy on Directors'' Appointment and Remuneration and other details

The policy on Directors'' remuneration is available on the website of the Company at www.blackrosechemicals. com. The remuneration paid to the Directors is as per the terms laid out in the said policy.

14. Auditorsa. Statutory Auditor

Members of the Company at the AGM held on September 29, 2022, approved the appointment of M/s. M M Nissim & Co LLP, Chartered Accountants LLP (Registration No. 107122W/ W100672), Chartered Accountants, as the statutory auditors of the Company for a period of five years from the conclusion of 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting to be held in the year 2027.

The report of the Statutory Auditor forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Cost Auditor

Pursuant to the provisions of the Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to have the audit of its cost records.

M/s. Poddar & Co., Cost Accountants, Mumbai, was appointed as Cost Auditor of the Company for conducting the cost audit for the financial year 2023-24.

c. Secretarial Auditor

Secretarial Audit for the financial year 2023-24 was conducted by M/s. Shiv Hari Jalan & Co., Company Secretaries in Whole - Time Practice in accordance with the provisions of Section 204 of the Act. The Secretarial Auditors'' Report forms part of this Annual Report.

15. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Company''s website at www.blackrosechemicals.com.

16. Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given/ made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in Annexure I which forms part of this Annual Report.

17. Deposits

The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

18. Consolidated Financial Statements

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as ''the Act''), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditor''s Report, form part of this Annual Report. A statement containing the salient features of the Company''s subsidiaries, associate and joint venture Company in the prescribed Form AOC- 1.

19. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) the annual financial statements for the year ended March 31,2023 have been prepared in accordance with the applicable accounting standards along with proper explanation relating to material departures, if any;

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

iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;

v) have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

20. Internal Financial Controls and Compliance Framework

Internal financial control over financial reporting have been designed to provide reasonable assurance with regards to recording and providing reliable financial information and complying with applicable accounting standards. These controls are reviewed periodically, and the Company continuously tries to verify these controls to increase its reliability.

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations. This ensures orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively.

21. Risk Management

In compliance with Regulation 21 of the Listing Regulations, a Risk Management Committee has been constituted by the Board. The Risk Management Committee, also known as Risk Management Oversight Committee, is entrusted with roles and powers as specified in Part D of Schedule II of Listing Regulations. The Company has laid out a risk management policy for identification and mitigation of risks. The Risk Management Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritises the risks, if required, depending upon the effect on the business/reputation.

The other details in this regard are provided in the Report on Corporate Governance which forms a part of this Annual Report.

22. Vigil Mechanism and Reporting of Frauds

The Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, unethical behavior and irregularities, fraud, if any, which could adversely affect the Company''s operations to the Audit Committee Chairman.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo

stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rules made thereunder is provided in

Annexure II which forms part of this Annual Report.

24. Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on arm''s length basis, hence Section 188(1) is not applicable and consequently no particulars in Form AOC - 2 are required to be furnished. During the year, the Company had not entered into any contract, arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

25. Business Responsibility and Sustainability Report ("BRSR")

The Company has provided Business Responsibility and Sustainability Report, in lieu of the Business Responsibility Report which indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company which forms part as a separate section of this Annual Report.

26. Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by any regulators or courts or tribunals which can have an impact on the going concern status of the Company and its future operations.

27. Listing

The Company''s shares are listed on the BSE Limited and the applicable listing fees for the same have been paid.

28. Managerial Remuneration and Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the Company are covered under the provisions of the said rules.

The ratio of the remuneration of each director to the median employees'' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure III which forms part of this Annual Report.

29. Corporate Social Responsibility (CSR)

Corporate Social Responsibility ("CSR") forms an integral part of an overall business policy aligned with its business

goals. The Company, from time to time, endeavors to utilize allocable CSR budget for the benefit of society.

Salient features of the CSR policy and the details of activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure IV forming part of this report. The CSR Policy is available on the website of the company.

30. Service of Documents through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose e-mail IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

31. Employees'' Stock Option Scheme

The Company has implemented BRIL Employee Stock Option Scheme 2020 [formulated under the SEBI (Share Based Employee Benefit) Regulations, 2014], approved by the Shareholders of the Company on Septembe 29, 2020 and thereafter, Board of Directors of the Company vide its resolution by circulation dated October 26, 2021 approved the amendment in the BRIL ESOS 2020 Scheme in order to align the same with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations").

The Company has obtained a Certificate from the Secretarial Auditors stating that ESOP Scheme has been implemented in accordance with the SEBI SBEB & SE Regulations. The said Certificate will be made available for inspection through electronic mode by writing to the Company at investor® blackrosechemicals.com from the date of circulation of the AGM Notice till the date of the AGM.

The applicable disclosures as stipulated under Regulation 14 of SEBI SBEB & SE Regulations with regard to Employees Stock Option Scheme of the Company are available on the website of the Company www.blackrosechemicals.com.

32. Disclosure Requirements

As per Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the Management Discussion and Analysis including the Business Responsibility and Sustainability Report are attached, which form part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

i. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

ii. During the year under review, there are no shares required to be transferred to the demat suspense account or unclaimed suspense account of the Company.

iii. During the year under review, in accordance with the provisions of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 and the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, no amounts of unpaid or unclaimed dividends were transferred to the Investor Education and Protection Fund during the financial year.

iv. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

v. During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

33. Acknowledgements

The Board of Directors place on record sincere gratitude and appreciation to all the employees at all levels for their hard work, solidarity, cooperation, and dedication during the year.

The Board conveys its appreciation to its principal''s, customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.

Cautionary Statement

Certain statements in this Directors'' Report and in the Management Discussion and Analysis Report describing the Company''s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the Company''s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government

policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

---

Mar 31, 2023

The Directors takes pleasure in presenting the 33^rd Annual Report on the business and operations performance of the Company, together with the Audited Financial Statements, for the financial year ended 31^st March, 2023.

1. Financial Results - Extract

The company''s standalone and consolidated performance during the financial year ended 31^st March, 2023, as compared to the previous financial year is summarised below:

Rs. in Lakh
Particulars	Consolidated Standalone Year ended Year ended
	31-03-2023	31-03-2022	31-03-2023	31-03-2022
Revenue from Operations and Other Income	43,248.27	48,878.84	27,809.19	34,278.61
Earnings Before Interest Depreciation Tax Amortisation and Exceptional Items (EBIDTAE)	1,582.55	4,650.18	1,391.45	4,442.94
Less: Exceptional Items	0	0	0	0
Earnings Before Interest Depreciation Tax and Amortisation (EBIDTA)	1,582.55	4,650.18	1,391.45	4,442.94
Less: Finance Cost	183.87	89.13	183.87	89.13
Profit before Depreciation and Tax (PBDT)	1,398.68	4,561.05	1,207.58	4,353.81
Less: Depreciation	303.51	261.93	303.51	261.93
Profit before Tax	1,095.17	4,299.12	904.07	4091.88
Less: Provision for Tax	303.30	1,109.42	246.38	1,041.98
Profit after Tax	791.87	3,189.70	657.69	3,049.90
Total Comprehensive Income	790.88	3,191.35	656.70	3051.55

2. Nature of Business

The company is primarily engaged in the business of chemical manufacturing and chemical distribution. The company also owns windmills for the production and sale of renewable energy.

The chemical manufacturing business focuses on the production and sale of acrylamide liquid, polyacrylamide liquid, and n-methylol acrylamide (NMA). During the year the company also commenced commercial production of acrylamide solid and will focus on adding polyacrylamide solid to its production portfolio in the future. The chemical distribution business mainly consists of the sales specialty and performance chemicals produced by overseas manufacturers. The renewable energy business supplies

electricity from wind power to the State Electricity Boards of Rajasthan and Gujarat.

3. Performance Review

Fiscal year 2022-2023 was a year of demand disruption worldwide. The sudden and sharp drop in chemical prices caused the company''s profit and revenue to take a hit. In 2022-23, consolidated and standalone EBITDA decreased by 66% and 69%, respectively. The top 5 products of the distribution business accounted for nearly 79% of the division''s revenue. Revenues at our subsidiary in Japan remained stable year-on-year. On a positive note, international shipping costs dropped significantly from the staggering highs in FY22 and supported export volumes. The company ended the financial year 2022 - 2023 with expectations of improvements in the coming fiscal.

4. Dividend

For FY 2022-23, based on the Company''s performance, the Directors are pleased to recommend an equity dividend of '' 0.55 paise per equity shares of face value of '' 1 each for the year ended 31^st March, 2023, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is uploaded on the Company''s website at www.blackrosechemicals.com.

5. Transfer to Reserves

The Directors have not proposed to transfer any amount to the general reserve and have decided to transfer '' 656.70 lakh to retained earnings for the FY 2022-23. The closing balance of retained earnings of the Company as at 31^st March, 2023, after all appropriation and adjustments, was '' 10,868.20 lakh.

6. Business Scenario

The financial year 2022-2023 ended with reduced revenue and profits over the previous year due to the impact of the demand disruptions, global chemical price meltdown, continued geo-political disturbance in Europe, and the much-anticipated recovery of China post-COVID which never materialised. The Indian rupee which started the year at ''76 per US Dollar remained volatile during the year, eventually closing at ''82 - 83 at the end of the fiscal, mirroring the weakening of global sentiment.

The first signs of the impending slowdown were evident in the first quarter of the year. Both manufacturing and distribution sales declined as buyers began to adopt a wait-and-see attitude in the face of falling international prices of commodity and specialty chemicals. Profit margins declined in the second quarter due to high raw material inventory costs and sales of distribution products at reduced prices. In the third quarter, overall revenues improved due to a pickup in exports, but margins remained under pressure as prices continued to fall in the domestic market and the company still carried higher cost inventories. As prices began to stabilise and old inventories were depleted, there were signs of improvement in the fourth quarter, with EBITDA margins doubling from the previous quarter and manufacturing activity increasing.

The business scenario is discussed in more detail in the Management Discussion and Analysis Report.

7. Acrylamide Plant at Jhagadia, Gujarat

The company''s acrylamide plant witnessed 1) lower capacity utilization due to decrease in domestic demand and 2) lower realisation on the back of continually falling raw material prices. The acrylamide powder plant was commissioned during the year but was unable to operate at meaningful levels due to the heavy dumping from Chinese producers.

An in-depth explanation about the acrylamide plant operations is given in the Management Discussion and Analysis Report.

8. Polyacrylamide Liquid Plant at Jhagadia, Gujarat

The ceramic tile industry in Morbi, Gujarat where the company sells its polyacrylamide liquid ceramic binder - BRILBIND CE01 - has been badly affected by the global demand slowdown, the increasing gas prices caused by the Ukraine war, and increased Chinese competition in international markets, impacting the overall revenue and capacity utilization during the year.

An in-depth explanation about the polyacrylamide liquid plant operations is given in the Management Discussion and Analysis Report.

9. N-Methylol Acrylamide (NMA) Plant at Jhagadia, Gujarat

The company has been producing n-methylol acrylamide (NMA), a specialty monomer used in the coatings and adhesive industry, since the end of FY22 with an installed capacity of 2,000 MTPA. The company sells the product to both domestic and multinational companies.

An in-depth explanation about NMA operations is given in the Management Discussion and Analysis Report.

10. Subsidiary - B.R. Chemicals Co., Ltd., Japan

The Company has one subsidiary as on 31^st March, 2023. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

The nature of business of the subsidiary company remained unchanged during the year.

During the year under review, the turnover of the company''s wholly owned subsidiary increased to '' 152 crores.

The performance and financial position of the company''s subsidiary, B.R. Chemicals Co., Ltd., for the year ended 31^st March, 2023 is attached to the financial statements hereto.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

11. Material Changes and Commitments

There have been 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 relate and the date of the report.

12. Directors and Key Managerial Personnel

During the financial year 2022-23, the Board of Directors had appointed Mrs. Harshita Shetty as the Company Secretary of the Company w.e.f. 29^th June, 2022.

Apart from the above, no other Director or Key Managerial Personnel were appointed or ceased during the financial year.

Following are the changes which took place after the end of the financial year till the date of this report:

a) Mr. Sandeep Chokhani had resigned w.e.f. 11^th May, 2023.

b) Mr. Ratan Kumar Agrawal was appointed as Additional Director w.e.f. 11^th May, 2023 and resigned w.e.f. 26^th July, 2023.

c) Mr. Ambarish Daga was appointed as Additional Director w.e.f. 26^th July, 2023.

d) Mr. Abhishek Murarka was appointed as Additional Director w.e.f. 26^th July, 2023.

e) Mr. Bhavesh Shah, General Manager Sales was appointed as Key Managerial Personnel of the Company w.e.f. 26^th July, 2023.

f) Mr. Sanket Desai, Associate Vice President -Manufacturing was appointed as Key Managerial Personnel of the Company w.e.f. 26^th July, 2023.

g) Mr. Garima Tibrawalla had resigned w.e.f. 2^nd September, 2023.

h) Mr. Anup Jatia was re-classified as Non-Executive Director w.e.f 26^th July, 2023 and now retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

13. Declaration from Independent Directors

The Company has received following declarations from all the Independent Directors confirming that:

a) They meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs, Manesar.

c) In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

14. Board Meetings and Board Committeesa. Board Meetings

Five meetings of the Board of the Directors were held during the year under review. The Corporate Governance Report, which is part of this report, contains the details of the meetings of the Board.

b. Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder and in accordance with Listing Regulations, the Board of Directors has constituted five Committees, namely Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

All details pertaining to the composition of the Board and its committees are provided in the Corporate Governance Report, which is a part of this report.

The company has been employing women employees in various grades within its offices and factory premises. The company has constituted an Internal Compliant Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress any complaints received from employee(s) of the Company. The Company is strongly opposed to sexual harassment and all the employees are made aware about the consequences of such acts and the constitution of the Internal Compliant Committee.

During the year there was no complaint received from any employee and hence no compliant is outstanding as on 31^st March, 2023.

c. Evaluations

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

d. Policy on Directors'' Appointment and Remuneration and other details

The policy on Directors''remuneration is available on the website of the Company at www.blackrosechemicals. com. The remuneration paid to the Directors is as per the terms laid out in the said policy.

15. Auditorsa. Statutory Auditor

Members of the Company at the AGM held on 29^th September, 2022 approved the appointment of M/s. M M Nissim & Co LLP, Chartered Accountants LLP (Registration No. 107122W/ W100672), Chartered Accountants, as the statutory auditors of the Company for a period of five years to hold the office for a period of 5 consecutive years from the conclusion of 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting to be held in the year 2027.

The report of the Statutory Auditor forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Cost Auditor

Pursuant to the provisions of the Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to have the audit of its cost records.

M/s. Poddar & Co., Cost Accountants, Mumbai, was appointed as Cost Auditor of the Company for conducting the cost audit for the financial year 2022-23.

c. Secretarial Auditor

Secretarial Audit for the financial year 2022-23 was conducted by M/s. Shiv Hari Jalan & Co., Company Secretaries in Whole - Time Practice in accordance with the provisions of Section 204 of the Act. The Secretarial Auditors'' Report forms part of this Annual Report.

16. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2023 is available on the Company''s website at www.blackrosechemicals.com.

17. Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given/ made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in Annexure I which forms part of this Annual Report.

18. Deposits

The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

19. Consolidated Financial Statements

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as ''the Act''), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditor''s Report, form part of this Annual Report. A statement containing the salient features of the Company''s subsidiaries, associate and joint venture company in the prescribed Form AOC- 1.

20. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) the annual financial statements for the year ended 31^st March, 2023 have been prepared in accordance with the applicable accounting standards along with proper explanation relating to material departures, if any;

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

iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;

v) have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

21. Internal Financial Controls and Compliance Framework

Internal financial control over financial reporting have been designed to provide reasonable assurance with regards to recording and providing reliable financial information and complying with applicable accounting standards. These controls are reviewed periodically, and the Company continuously tries to verify these controls to increase its reliability.

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations. This ensures orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively.

22. BRIL Employee Stock Option Scheme

The scheme was introduced for eligible employees of the company with an objective to motivate employees giving them opportunity to participate and gain from the company''s performance thereby acting as a retention tool as well as align the efforts of such talent towards long term value creation of the organization.

The applicable disclosure, as stipulated under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as on 31^st March, 2023 is available on the Company''s website on www.blackrosechemicals.com.

23. Risk Management

In compliance with Regulation 21 of the Listing Regulations, a Risk Management Committee has been constituted by the Board. The Risk Management Committee, also known as Risk Management Oversight Committee, is entrusted with roles and powers as specified in Part D of Schedule II of Listing Regulations. The Company has laid out a risk management policy for identification and mitigation of risks. The Risk Management Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritises the risks, if required, depending upon the effect on the business/reputation.

The other details in this regard are provided in the Report on Corporate Governance which forms a part of this Annual Report.

24. Vigil Mechanism and Reporting of Frauds

The Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, unethical behavior and irregularities, fraud, if any, which could adversely affect the Company''s operations to the Audit Committee Chairman.

Based on a complaint received from a logistics service provider on July 19, 2022, a police compliant was filed on 10^th August, 2022 and 16^th September, 2022 by the Company. Subsequent to the compliant, FIR No.0088/2023 dated 8^th April 2023 was registered by the Cuffe Parade Police Station, Mumbai, under Section 408, 420,

and 477A against Ganesan Muthiah Pillai, a former manager of the company who was in charge of logistics operations from the end of 2019 till the middle of 2022. Further investigations are ongoing.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rules made thereunder is provided in Annexure II which forms part of this Annual Report.

26. Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered by the company during the financial year with related parties were in the ordinary course of business and were on arm''s length basis, hence Section 188(1) is not applicable and consequently no particulars in Form AOC - 2 are required to be furnished. During the year, the company had not entered into any contract, arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

27. Business Responsibility and Sustainability Report ("BRSR")

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, should mandatorily include a Business Responsibility & Sustainability Report ("BRSR"). The BRSR the financial year 2022-23, forms form of this report describing the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR for the financial year 2022-23 has also been hosted on the Company''s website, which can be accessed at website at www.blackrosechemicals.com

28. Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by any regulators or courts or tribunals which can have an impact on the going concern status of the Company and its future operations.

29. Listing

The company''s shares are listed on the BSE and the applicable listing fees have been paid.

30. Managerial Remuneration and Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the company are covered under the provisions of the said rules.

The ratio of the remuneration of each director to the median employees'' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure III which forms part of this Annual Report.

31. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) forms an integral part of an overall business policy aligned with its business goals. The Company, from time to time, endeavors to utilize allocable CSR budget for the benefit of society.

Salient features of the CSR policy and the details of activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure IV forming part of this report. The CSR Policy is available on the website of the company.

32. Service of Documents through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose e-mail IDs are registered in their demat

account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

33. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the Management Discussion and Analysis including the Business Responsibility and Sustainability Report are attached, which form part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

i. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

ii. During the year under review, there are no shares required to be transferred to the demat suspense account or unclaimed suspense account of the Company.

iii. During the year, in terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, no amount of unpaid/unclaimed dividends were transferred during the financial year to the Investor Education and Protection Fund.

iv. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise

v. During the financial year, no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

vi. During the financial year, there is no agreements entered under clause 5A to para A of part A of Schedule III of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

34. Acknowledgements

The Board of Directors place on record sincere gratitude and appreciation to all the employees at all levels for their hard work, solidarity, cooperation, and dedication during the year.

The Board conveys its appreciation to its principal''s, customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.

Cautionary Statement

Certain statements in this Directors'' Report and in the Management Discussion and Analysis Report describing the company''s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company''s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

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Mar 31, 2018

Dear Members,

The Directors are pleased to present this 28^th Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31^st March, 2018.

1. Financial Results

The company’s standalone and consolidated performance during the financial year ended 31^st March, 2018, as compared to the previous financial year is summarised below:

Rs.in Lacs

	Consolidated		Standalone
Particulars	Year ended		Year ended
	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Revenue from Operations and Other Income	29,823.12	24,242.08	18,545.08	16,685.13
Earnings Before Interest Depreciation Tax and Amortisation (EBIDTA)	2,241.78	1,506.61	2,153.63	1,500.52
Less: Finance Cost	381.93	475.64	381.93	475.64
Profit before Depreciation and Tax (PBDT)	1,859.85	1,030.97	1,771.70	1,024.88
Less: Depreciation	240.94	273.52	240.94	273.52
Profit before Tax	1,618.91	757.45	1,530.76	751.36
Less: Provision for Tax	443.85	255.41	415.00	255.41
Profit after Tax	1,175.06	502.04	1,115.76	495.95
Total Comprehensive Income	1,174.59	465.25	1,115.29	459.16

2. Nature of Business

The company is primarily in the business of chemical distribution and chemical manufacturing, as well as textile manufacturing and renewable energy generation.

The chemical distribution business consists mainly of import and sales of specialty and performance chemicals manufactured by overseas and domestic principals. Chemical manufacturing is currently focused on the production of a single product, acrylamide. The textile business is engaged in the manufacture of fabrics and industrial made-ups such as safety gloves and the renewable energy activity supplies the State Electricity Boards of Rajasthan and Gujarat with wind-generated power.

3. Dividend

Your Directors are pleased to recommend an equity dividend of Rs. 0.15 per equity shares of face value of Rs. 1 each for the year ended 31^st March, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting.

4. Business Scenario

The first half of the financial year saw various business disruptions caused by the introduction of GST and this hit the company’s sales of acrylamide, meta cresol, and ethanolamines during Q2. The latter half witnessed pricing improvements caused by the tightening environmental regulations in China and supply shortages of acrylonitrile, the key raw material used in the production of acrylamide. In Q4, the sudden removal by the Reserve Bank of India of LOU facilities for importers created fund tightness across industries. Interest costs came down during the year but began rising again towards the end as inflation started inching up. The Indian Rupee strengthened over the previous year and largely stayed within a 3% band of Rs. 63.50 - 65.50 per US Dollar for the year.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

5. Material Changes and Commitments

There have been no material changes and commitment 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 relate and the date of the report.

6. Performance Review

The year 2017 - 2018 saw a 53% and 47% increase in consolidated and standalone EBIDTA, respectively. Revenue figures, though not fully comparable as the figures from 2017-18 are net of excise/GST as opposed to the previous year, also grew significantly due to an increase acrylamide sales and an increase in sales of the chemical distribution business. The top 5 products of the distribution business continued to deliver strong results and accounted for more than 75% of the department’s sales. Revenues at our subsidiary in Japan grew by 49% and contributed to a little over a third of the consolidated turnover and 5% of consolidated PAT. Profitability significantly improved over the last year due to strong cost control at the acrylamide plant and better margins in the distribution business because of material availability issues caused by the changing environmental regulatory scenario in China. The standalone EBIDTA margin for 2017-18 grew to 11.6% from 9.00%. Standalone profit before tax increased to Rs.1,530.76 lacs as compared to a profit of Rs.751.36 lacs in the previous year.

A detailed analysis of the company’s operations is provided later in the Management Discussion and Analysis Report.

7. Acrylamide Plant at Jhagadia, Gujarat

The company’s acrylamide plant has an installed capacity of 14,000MT per year. The company’s acrylamide sales grew over the previous year.

An in-depth explanation about the plant operations is given in the Management Discussion and Analysis Report.

8. Subsidiary - B.R. Chemicals Co., Ltd., Japan

During the year under review, the turnover of the company’s wholly owned subsidiary incorporated in Japan increased significantly to exceed Rs. 100 crores. The subsidiary showed a profit of close to Rs. 60 lacs.

The nature of business of the subsidiary company remained unchanged during the year.

The performance and financial position of company’s subsidiary B.R. Chemicals Co., Ltd. for the year ended 31^st March, 2018 is attached to the financial statements hereto.

9. Directors and Key Managerial Personnel

There were no changes in the directors or key managerial personnel during the year.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Anup Jatia (DIN 00351425), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All the Independent Directors have given declarations that they have meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Mr. Ameet Nalin Parikh (DIN 00007036) was appointed as Additional Director of the Company and is proposed to be appointed as Independent Non Executive Director of the Company at the 28^th Annual General Meeting of the Company.

10. Board Meetings and Board Committees

a. Board Meetings

The Board of Directors met six times during the financial year ended 31^st March, 2018 in accordance with the provisions of Companies Act, 2013 and rules made thereunder and the Listing Regulations.

b. Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder and in accordance with Listing Regulations, your Board of Directors has constituted four committees, namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The company has been employing women employees in various grades within its offices and factory premises. The company has constituted an Internal Compliant Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress any complaints received from employee(s) of the Company. The Company is strongly opposed to sexual harassment and all the employees are made aware about the consequences of such acts and the constitution of the Internal Compliant Committee.

During the year there was no complaint received from any employee and hence no compliant is outstanding as on 31^st March, 2018.

c. Evaluations

Pursuant to the provisions of Companies Act, 2013 and rules made thereunder and in accordance with the Listing Regulations, the Board had carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors.

Further, Independent Directors at their separate meeting, evaluated performance of the Non - Independent Director, Board as a whole and of the Chairman of the Board.

d. Policy on Directors’ Appointment and Remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Nomination and Remuneration Policy which forms part of this report. The Nomination and Remuneration Policy is set out in Annexure I to this report and is also available on the Company’s Website.

11. Auditors and their Reports

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. PKJ & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the Thirty Second Annual General Meeting. However, their appointment as Statutory Auditors of the company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

The resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

The independent statutory auditors’ report does not contain any qualification, reservation or adverse remark or disclaimer on the accounts for the year ended 31^st March, 2018.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had appointed M/s. ND & Associates, Company Secretary in Whole - Time Practice as Secretarial Auditor to undertake the Secretarial Audit of the Company.

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. ND & Associates, Company Secretary in Whole - Time Practice in Form MR - 3 for the Financial Year 2017 - 18 forms part to this report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, have approved the appointment of M/s. Poddar & Co., Cost Accountants as the Cost Auditors of the Company to conduct audit of cost accounting records maintained by the Company for the year ending March 31, 2018 on a remuneration as mentioned in the Notice of 28^th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. Poddar & Co., Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and rules framed thereunder.

A resolution seeking Member’s ratification for the remuneration payable to Cost Auditor forms part of the 28^th Annual General Meeting of the Company and same is recommended for Member’s consideration and approval.

12. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) forms an integral part of an overall business policy aligned with its business goals. The Company, from time to time, endeavors to utilize allocable CSR budget for the benefit of society.

The Company CSR initiatives are on the activities approved by the Board of Directors of the Company benefiting the society as a whole. However, during the year under review, the Company was unable to spend the CSR amount as the amount required to be spent was not scalable with the suitable CSR activity and the same will be added to the CSR budget for the financial year 2018 - 2019.

13. Deposits

During the year under review, the company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

14. Indian Accounting Standards (Ind AS)

The annexed financial statements are prepared under and comply with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

These financial statements are the first financial statements of the Company under Ind AS.

Detailed information on the impact of the transition from previous GAAP to Ind AS is provided in the annexed financial statements.

15. Consolidated Financial Statements

The directors also present the consolidated financial statements incorporating the financial statements of the subsidiaries, and as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI.

A separate statement containing the salient features of its subsidiaries in the prescribed Form AOC - 1 is annexed separately.

16. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief confirm the following:

i) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies as mentioned in note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profits of the company for the year ended on that date;

iii) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

v) that proper internal financial controls were in place and that the financial controls were adequate and were operative satisfactorily, however, this reporting requirement is in a evolving stage, the management is in a process of establishing effective implementation with the help of internal and external consultations and confident that the same will be fully implemented within few months.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. Extract of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT - 9 for the financial year ended 31^st March, 2018 is given in Annexure II and forms part of this Annual Report.

18. Loans, Guarantees and Investments

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in Annexure III which forms part of this Annual Report.

19. Internal Financial Controls and Compliance Framework

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations. This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively.

20. Risk Management

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Risk management system followed by the Company is elaborately detailed in Management Discussion and Analysis Report.

21. Vigil Mechanism and Reporting of Frauds

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns, unethical behavior and irregularities, if any, in the company noticed by them which could adversely affect company’s operations, to the Audit Committee Chairman.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

22. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rules made thereunder is annexed herewith as Annexure IV and forms part of this Annual Report.

23. Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered by the company during the financial year with related parties were in the ordinary course of business and are on arm’s length basis, hence Section 188(1) is not applicable and consequently no particulars in Form AOC - 2 are required to be furnished. During the year, the company had not entered into any contract, arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

24. Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by any regulators or courts or tribunals which can have an impact on the going concern status of the Company and its future operations.

25. Listing

The company’s shares are listed on the BSE Limited and the applicable listing fees have been paid.

26. Managerial Remuneration and Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the company is covered under the provisions of the said rules.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure V and forms part of this Annual Report.

27. Service of Documents through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose e-mail IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

28. Acknowledgement

The Board of Directors greatly values the support and cooperation received during the year from the company’s bankers, statutory authorities, and all organisations connected with the company’s business. The directors also take pleasure in commending the valuable contributions made by the company’s employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors’ Report and in the Management Discussion and Analysis Report describing the company’s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company’s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Shivhari Halan Anup Jatia

Director Executive Director

Place: Mumbai

Dated: May 25, 2018

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Mar 31, 2016

(Including Management Discussion and Analysis Report)

Dear Members,

The Directors are pleased to present this 26^th Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31^st March, 2016.

Financial Results

The company''s standalone and consolidated performance during the financial year ended 31^st March, 2016, as compared to the previous financial year is summarized below:

Rs. in Lacs

Particulars	Consolidated		Standalone
	Year ended		Year ended
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Revenue from Operations and Other Income	17,772.16	19,654.37	12,919.23	14,758.88
Earnings Before Interest Depreciation Tax and Amortization (EBIDTA)	968.12	695.62	965.40	697.96
Less: Finance Cost	446.97	486.70	446.97	486.70
Profit before Depreciation and Tax (PBDT)	521.15	208.92	518.43	211.26
Less: Depreciation	272.57	277.86	272.57	277.86
Profit before Tax	248.58	(68.94)	245.86	(66.60)
Less: Provision for Tax	84.20	(121.68)	84.20	(121.68)
Profit after Tax	164.38	52.74	161.66	55.08

Nature of Business

The company is primarily in the business of chemical distribution and chemical manufacturing, as well as textile manufacturing and renewable energy generation.

The chemical distribution business consists mainly of import and sales of specialty and performance chemicals manufactured by overseas and domestic principals. Chemical manufacturing is currently focused on the production of a single product, acryl amide. The textile business is engaged in the manufacture of fabrics and industrial made-ups such as safety gloves and the renewable energy activity supplies the State Electricity Boards of Rajasthan and Gujarat with wind-generated power.

Operational Performance

The year 2015 - 2016 saw a fall in costs accompanied by a reduction in sales price of many of the company''s distribution products as well as of acryl amide. This resulted in lower turnovers (reduction of 9.6%) despite volume growth. Acryl amide sales posted strong growth, and the company reached 100% capacity utilization during Q4. The performance of our subsidiary in Japan was mostly unchanged over the previous year. Profitability was improved due to the higher operation rate of the acryl amide plant and the company ended the year with a rise in EBIDTA of 39% bringing the standalone EBIDTA margin to 7.5%. Profit after tax increased to Rs. 164.38 as compared to a profit of Rs. 52.74 lacs in the previous year.

A detailed analysis of the company''s operations is provided later in the Management Discussion and Analysis Report.

Dividend

Your Directors are unable to recommend payment of a dividend for the financial year 2015 - 2016 as the company intends to conserve funds for its working.

Business Scenario

The global economic scenario did not improve during the 2015 - 2016 fiscal year. Despite the continuing slowdown in most of the world''s major economies, the US economy slowly but steadily strengthened and the Federal Reserve raised interest rates in December, 2015. This resulted in a sudden and steep depreciation of the Indian rupee to almost Rs. 69 per US dollar. In addition to this, oil prices fell to below US$30 per barrel in February 2016 with high production and reduced demand, pulling down prices of chemicals and other products. In India, poor market liquidity and high interest rates continued to plague industry as it did in the previous year.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

Acrylamide Plant at Jhagadia, Gujarat

The company''s acrylamide plant steadily increased its capacity utilization during the year and achieved 100% capacity utilization at the end of the year. An in-depth explanation about the plant operations is given in the Management Discussion and Analysis Report.

Subsidiary - B.R. Chemicals Co., Ltd., Japan

During the year under review, the turnover of the company''s wholly owned subsidiary incorporated in Japan marginally decreased as compared to previous year reporting close to Rs. 49 crores. The subsidiary showed a small profit of around Rs. 3 lacs.

The nature of business of the subsidiary company remained unchanged during the year.

The performance and financial position of company''s subsidiary B.R. Chemicals Co., Ltd. for the year ended 31^st March, 2016 is attached to the financial statements hereto.

Material Changes and Commitments

There have been no material changes and commitment 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 relate and the date of the report.

Directors

Mr. Atmaram Jatia (DIN 00293154) resigned as Director of the Company on November 3, 2015. Your Directors place on record their appreciation of the valuable services rendered by Mr. Jatia during his tenure as Director of the Company.

Pursuant to section 152 of the Companies Act, 2013, Mr. Anup Jatia (DIN 00351425), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Further, shareholders at their 25^th Annual General Meeting appointed Mr. Anup Jatia as Executive Director of the Company with effect from May 1, 2016 for a period of five years.

Pursuant to the Companies Act, 2013 and the Listing Regulations, all the four Independent Directors Mr. Shivhari Halan, Mr. Sujay Sheth, Mr. Basant Kumar Goenka and Mrs. Garima Tibrawalla continue to act as Independent Directors not liable to retire by rotation.

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and the rules made there under, the company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

Key Managerial Personnel

As on date Mr. Anup Jatia, Executive Director, Mr. Chiranjilal P. Vyas, Company Secretary and Mr. Ratan Kumar Agrawal, Chief Financial Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Corporate Social Responsibility

Although the company is not governed by the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility forms an integral part of overall business policy and is aligned with its business goals.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief confirm the following:

i) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies as mentioned in note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profits of the company for the year ended on that date;

iii) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

v) that proper internal financial controls were in place and that the financial controls were adequate and were operative satisfactorily, however, as this reporting requirement is in a evolving stage, the management is in a process of establishing effective implementation with the help of internal and external consultations and confident that the same will be fully implemented within few months.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Deposits

During the year under review, the company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, the company has prepared Consolidated Financial Statements in accordance with Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form part of this Annual Report.

Extract of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return for the financial year ended 31^st March, 2016 in the prescribed format is given in Annexure I and forms part of this Annual Report.

Board Meetings, Committees, and Policies Board Meetings

The Board of Directors met six times during the financial year ended 31^st March, 2016 in accordance with the provisions of Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made there under and in accordance with Listing Regulations, your Board of Directors has constituted three committees, namely Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.

The company has been employing women employees in various grades within its offices and factory premises. The company has constituted an Internal Compliant Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress any complaints received from employee(s) of the Company. The Company is strongly opposed to sexual harassment and all the employees are made aware about the consequences of such acts and the constitution of the Internal Compliant Committee.

During the year there was no complaint received from any employee and hence no compliant is outstanding as on 31^st March, 2016.

Evaluations

Pursuant to the provisions of Companies Act, 2013 and rules made there under, the Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as evaluation of the working of its Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

Policies

In line with the new Listing Regulations, the Board of Directors of the Company has formulated Policy on Determination of Materiality of Any Events or Information and Document Retention and Archival Policy.

The above policies have been uploaded on the company''s website and forms part of this report.

Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the company is covered under the provisions of the said rules.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV and forms part of this Annual Report.

Listing Agreement

Your company has entered into new Listing Agreement with BSE Limited, in compliance with Regulation 109 of Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2008 as amended by SEBI.

Internal Financial Controls

The company has a proper and adequate Internal Financial Control System that is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits conducted by trained personnel appointed by the Board on the recommendation by the Audit Committee. The audit observations and corrective action taken thereon are periodically reviewed by the Audit Committee to ensure effectiveness of the Internal Financial Control System. The Internal Financial Control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

Loans, Guarantees and Investments

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in Annexure II which forms part of this Annual Report.

Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered by the company during the financial year with related parties were in the ordinary course of business and are on arm''s length basis, hence Section 188(1) is not applicable and consequently no particulars in Form AOC - 2 are required to be furnished. During the year, the company had not entered into any contract, arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by any regulators or courts or tribunals which can have an impact on the going concern status of the Company and its future operations.

Reporting of Frauds

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

Auditors and their Reports

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Karnavat & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the 27^th Annual General Meeting. However, their appointment as Statutory Auditors of the company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

The resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

The independent statutory auditors'' report does not contain any qualification, reservation or adverse remark on the accounts for the year ended 31^st March, 2016 except a disclaimer of opinion on Internal Financial Controls.

Management note on disclaimer of opinion on Internal Financial Controls is stated below:

As the system of Internal Financial Controls over financial reporting is a new requirement, the management is in a process of establishing effective implementation with the help of internal and external consultations and confident that the same will be fully implemented within few months.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Board of Directors had appointed M/s. ND & Associates, Company Secretary in Whole - Time Practice as Secretarial Auditor to undertake the Secretarial Audit of the Company.

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. ND & Associates, Company Secretary in Whole - Time Practice in Form MR - 3 for the FY 2015 - 16 forms part to this report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2016 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, have approved the appointment of M/s. S. Poddar& Co., Cost Accountants as the Cost Auditors of the Company to conduct audit of cost accounting records maintained by the Company for the year ending March 31, 2016 on a remuneration as mentioned in the Notice of 26^th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A certificate from M/s. S. Poddar& Co., Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and rules framed there under.

A resolution seeking Member''s ratification for the remuneration payable to Cost Auditor forms part of the 26^th Annual General Meeting of the Company and same is recommended for Member''s consideration and approval.

Listing

The company''s shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees have been paid.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rules made there under is annexed herewith as Annexure III and forms part of this Annual Report.

Service of Documents through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose e-mail IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Acknowledgement

The Board of Directors greatly values the support and cooperation received during the year from the company''s bankers, statutory authorities, and all organizations connected with the company''s business. The directors also take pleasure in commending the valuable contributions made by the company''s employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors'' Report and in the Management Discussion and Analysis Report describing the company''s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company''s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realized, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Shivhari Halan Anup Jatia

Director Executive Director

Place: Mumbai

Dated: May 23, 2016

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present this Twenty Fifth Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2015.

Financial Results

The company's standalone and consolidated performance during the financial year ended 31st March, 2015, as compared to the previous financial year is summarised below:

Rs. in Lacs

Consolidated Standalone Particulars Year ended Year ended 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Revenue from Operations and Other Income 19,654.37 11,596.70 14,758.88 8,555.28

Earnings Before Interest Depreciation Tax and 695.62 245.25 697.96 242.41 Amortisation (EBIDTA)

Less: Finance Cost 486.70 274.56 486.70 274.56

Profit before Depreciation and Tax (PBDT) 208.92 (29.31) 211.26 (32.15)

Less: Depreciation 277.86 215.50 277.86 215.50

Profit before Tax (68.94) (244.81) (66.60) (247.65)

Less: Provision for Tax (121.68) 26.99 (121.68) 26.99

Profit after Tax 52.74 (271.80) 55.08 (274.64)

Nature of Business

The company is primarily in the business of chemical distribution and chemical manufacturing, as well as textile manufacturing and renewable energy generation.

The chemical distribution business consists mainly of import and sales of specialty and performance chemicals manufactured by overseas and domestic principals. Chemical manufacturing is currently focused on the production of a single product, acrylamide. The textile business is engaged in the manufacture of fabrics and industrial made-ups such as safety gloves and the renewable energy activity supplies the State Electricity Boards of Rajasthan and Gujarat with wind-generated power.

Operational Performance

The year 2014 - 2015 was one of growth. The currency volatility of 2013 - 2014 did not repeat itself and the company's chemical distribution business grew 50.1%. Sales from the acrylamide plant increased steadily quarter after quarter as product approvals came in, resulting in the plant achieving cash breakeven in the quarter ended September 2014, only 1 year from the date of plant commencement. Our subsidiary in Japan also showed strong revenue growth and the company closed the year with an increase in consolidated revenue of 70% and rise in EBIDTA of 184%. Profit after-tax increased to Rs. 52.91 as compared to a loss of Rs. 271.80 lacs in the previous year.

A detailed analysis of the company's operations is provided later in the Management Discussion and Analysis Report.

Dividend

Your Directors are unable to recommend payment of a dividend for the financial year 2014 - 2015 as the company intends to conserve funds for its working.

Business Scenario

The year started with a bullish sentiment for the Indian economy brought about by the change of guard in our government. However, the initial euphoria slowly dissipated and business sentiment slowly became bearish. The sudden fall in crude prices in the 3rd quarter further affected the sentiment adversely, especially in the chemical industry. The soaring US economy created fears that the Federal Reserve would raise interest rates and the problems in Greece were being felt throughout the world. In India, poor market liquidity and high interest rates continued to plague industry. In spite of this, the company was able to grow and record a Profit due to the company's strong product mix and the good performance shown by its staff and employees.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

Acrylamide Plant at Jhagadia, Gujarat

The company's acrylamide plant steadily increased its capacity utilisation during the year and achieved cash break even during the year. An in-depth explanation about the plant operations is given in the Management Discussion and Analysis Report.

Subsidiary - B.R. Chemicals Co., Ltd., Japan

During the year under review, the turnover of the company's wholly owned subsidiary incorporated in Japan increased by close to 60% to approximately Rs. 49 crores. The subsidiary showed a small loss of around Rs. 2 lacs.

The nature of business of the subsidiary company remained unchanged during the year.

The performance and financial position of company's subsidiary B.R. Chemicals Co., Ltd. for the year ended 31st March, 2015 is attached to the financial statements hereto.

Material Changes and Commitments

There have been no material changes and commitment 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 relate and the date of the report.

Corporate Governance

A Report on Corporate Governance is presented as a separate section which forms a part of this Annual Report.

A certificate from the statutory auditors of your company regarding compliance with the corporate governance requirements as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited is annexed to the Directors' Report.

Directors

Pursuant to section 152 of the Companies Act, 2013, Mr. Anup Jatia (DIN 00351425), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one third of the total number of Directors as Independent Directors. Section 149 of the Act further states that Independent Director shall hold Office for a term of up to five consecutive years on the Board of the company. Accordingly, during the year under review, the company appointed Mr. Shivhari Halan (DIN 00220514), Mr. Basant Kumar Goenka (DIN 00227217) and Mr. Sujay Sheth (DIN 03329107) as Independent Directors of the company on September 12, 2014 with effect from April 1, 2014 for a period of fve years.

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and the rules made thereunder, the company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Mrs. Garima Tibrawalla (DIN 00203909) as an Additional Director (Independent and Non Executive) in accordance with the provisions of Section 161 of the Companies Act, 2013 w.e.f. March 24, 2015. As an Additional Director, Mrs. Tibrawalla holds Office up to the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing her candidature as Director. The Board of Directors recommends her appointment as Director at the ensuing Annual General Meeting not liable to retirement by rotation pursuant to the provisions of section 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the directors, their expertise and other details of the directors proposed for appointment / reappointment are provided in the Report on Corporate Governance. Appropriate resolutions for appointment / re-appointment of the Directors are being placed for approval of the members at the ensuing Annual General Meeting.

There was no resignation of directors during the year.

Key Managerial Personnel

Mr. Anup Jatia, Executive Director, Mr. Chiranjilal P. Vyas, Company Secretary and Mr. Ratan Kumar Agrawal, Chief Financial Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Mr. Jatia and Mr. Vyas were already in Office before the commencement of the Companies Act, 2013. Mr. Agrawal who was General Manager, Finance of the Company, was designated as Chief Finance Officer of the Company effective August 8, 2015.

Corporate Social Responsibility

Although the company is not governed by the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility forms an integral part of overall business policy and is aligned with its business goals.

The company supports over 350 women working in 10 centres across rural Maharashtra by providing training and work opportunities to them. The merchandise produced by these centres is purchased and supplied to leading industries in India as well as in Japan.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief confirm the following:

i) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies as mentioned in note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the Profits of the company for the year ended on that date;

iii) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

v) that proper internal financial controls were in place and that the financial controls were adequate and were operative effectively;

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Deposits

During the year under review, the company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

As on April 1, 2014, no amounts were outstanding which were classifed as 'Deposits' under the applicable provisions of the Companies Act, 1956 and hence, the requirement for furnishing of details of deposits under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 is not applicable.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, the company has prepared Consolidated Financial Statements in accordance with Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form part of this Annual Report.

Extract of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return for the financial year ended 31st March, 2015 in the prescribed format is given in Annexure I and forms part of this Annual Report.

Board Meetings, Committees, and Policies

Board Meetings

The Board of Directors met five times during the financial year ended 31st March, 2015 in accordance with the provisions of Companies Act, 2013 and rules made thereunder. Additionally, during the financial year ended 31st March, 2015 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement entered with Bombay Stock Exchange Limited.

Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder and in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, your Board of Directors has constituted three committees, namely Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. The matters relating to constitution, meetings and functions of the committees are provided in Report on Corporate Governance which forms part of this Annual Report.

The company has been employing women employees in various grades within its Offices and factory premises. The company has constituted an Internal Compliant Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress any complaints received from employee(s) of the Company. The Company is strongly opposed to sexual harassment and all the employees are made aware about the consequences of such acts and the constitution of the Internal Compliant Committee.

During the year there was no complaint received from any employee and hence no compliant is outstanding as on 31st March, 2015.

Evaluations

Pursuant to the provisions of Companies Act, 2013 and rules made thereunder and in accordance with clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, the Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as evaluation of the working of its Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in detail in the Report on Corporate Governance, which forms part of this Annual Report.

Policies

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and the rules made thereunder, the Board of Directors of the Company has framed "Vigil Mechanism / Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

In line with new regulatory requirements, the Board of Directors of the Company has formulated a "Risk Management Policy" to identify, assess and understand the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

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

The above policies have been uploaded on the company's website and forms part of this report.

Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the company is covered under the provisions of the said rules.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV and forms part of this Annual Report.

Internal Financial Controls

The company has a proper and adequate Internal Financial Control System that is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits conducted by trained personnel appointed by the Board on the recommendation by the Audit Committee. The audit observations and corrective action taken thereon are periodically reviewed by the Audit Committee to ensure effectiveness of the Internal Financial Control System. The Internal Financial Control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

Loans, Guarantees and Investments

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in Annexure II which forms part of this Annual Report.

Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered by the company during the financial year with related parties were in the ordinary course of business and are on arm's length basis, hence Section 188(1) is not applicable and consequently no particulars in Form AOC - 2 are required to be furnished. During the year, the company had not entered into any contract, arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by any regulators or courts or tribunals which can have an impact on the going concern status of the Company and its future operations.

Auditors and their Reports

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Karnavat & Co., Chartered Accountants, the Statutory Auditors of the Company, hold Office up to the conclusion of the Twenty Sixth Annual General Meeting. However, their appointment as Statutory Auditors of the company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold Office as the Auditors of the Company and are not disqualified for being so appointed.

The resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

The independent statutory auditors' report does not contain any qualification, reservation or adverse remark or disclaimer on the accounts for the year ended 31st March, 2015.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had appointed M/s. Parikh Parekh & Associates, Company Secretary in Whole - Time Practice as Secretarial Auditor to undertake the Secretarial Audit of the Company.

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Parikh Parekh and Associates, Company Secretary in Whole - Time Practice in Form MR - 3 for the FY 2014 - 15 forms part to this report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendations of the Audit Committee, the Board of Directors at their meeting held on May 27, 2014, appointed M/s. S. Poddar & Co., Cost Accountants, as Cost Auditors of the company for the FY 2014 -15. The Cost Audit Report will be fled within the period stipulated under Companies Act, 2013.

In respect of FY 2015 - 16, the Board, based on the recommendation of the Audit Committee, has approved the appointment of Messrs Poddar&Co., Cost Accountants as the Cost Auditors of the Company. A resolution for ratification of the payment to be made for such appointment is included in the notice of the ensuing Annual General Meeting.

Listing

The company's shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees has been paid.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rules made thereunder is annexed herewith as Annexure III and forms part of this Annual Report.

Service of Documents through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose e-mail IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Acknowledgement

The Board of Directors greatly values the support and cooperation received during the year from the company's bankers, statutory authorities, and all organisations connected with the company's business. The directors also take pleasure in commending the valuable contributions made by the company's employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors' Report and in the Management Discussion and Analysis Report describing the company's objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company's operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

C. P. Vyas Ratan Agrawal Shivhari Halan Anup Jatia Company Secretary Chief Financial Officer Director Executive Director

Place: Mumbai

Dated: May 29, 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present this Twenty Fourth Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2014.

Financial Results (Consolidated)

Rs. in Lacs

Year ended Year ended 31.3.2014 31.3.2013

Revenue from Operations and Other Income 11,596.70 12,237.43

Earnings Before Interest Depreciation Tax and Amortisation (EBIDTA) 245.25 551.08

Less: Finance Costs 274.56 152.84

Profit before Depreciation and Tax (PBDT) (29.31) 398.24

Less: Depreciation 215.50 116.13

Profit before Tax (244.81) 282.11

Less: Provision for Tax 26.99 116.38

Profit after Tax (271.80) 165.73

Operational Performance

The year 2013 - 2014 was adversely affected by the extreme volatility in the Indian Rupee which saw rates as strong as Rs. 54 per US$ and as weak as Rs. 69 per US$. This resulted in the company booking an EBIDTA loss in the 3rd quarter of the year. Revenue improved in the 4th quarter with the stabilising of the Indian Rupee and with increase in sales of resorcinol and acrylamide. The company closed the year with a reduction of 5% in consolidated sales and 55% reduction in EBITDA compared to the previous year.

A detailed analysis of the company''s operations is provided later in the Management Discussion and Analysis Report.

Dividend

Due to losses during the year, your Directors are unable to recommend payment of a dividend for the financial year 2013 - 2014.

Business Scenario

Unlike the Indian economy, the global economic scenario in FY2013-14 improved over the previous year. Major economies witnessed an improvement in growth, although pressure was still seen in the Eurozone and in China. The business environment in India was poor due to tight market liquidity, high inflation, volatile currency, and lack of clarity within the government.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report. Manufacturing Facility at Jhagadia, Gujarat India''s and South Asia''s first and only acrylamide plant set up by the company commenced commercial operations during the year. An in-depth explanation about the plant and its product is given in the Management Discussion and Analysis Report.

Wholly Owned Subsidiary in Japan - B.R. Chemicals Co., Ltd.

During the year under review, the turnover of the company''s wholly owned subsidiary incorporated in Japan reduced from 37 crores to 31 crores. Now in its third year of operation, the subsidiary has continued to show a small profit, making a small positive contribution to the company''s financial results.

Your Directors expect the subsidiary to continue contributing around 30% of the company''s turnover.

The nature of business of the subsidiary company remained unchanged during the year.

Companies Act

The Companies Bill was passed by the Lok Sabha on December 18, 2012, and by the Rajya Sabha on August 8, 2013. On receiving the assent of the Hon''ble President, the Companies Bill was notified as the Companies Act, 2013, on August 29, 2013, replacing the Companies Act, 1956.

The company will be governed by the various provisions of the Companies Act, 2013, and by the rules made thereunder according to Central Government notifications issued in this regard in the Official Gazette from time to time.

Corporate Governance

A Report on Corporate Governance is presented as a separate section which forms a part of this Annual Report.

A certificate from the statutory auditors of your company regarding compliance with the corporate governance requirements as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited is annexed to the Directors'' Report.

Directors

Pursuant to section 152 of the Companies Act, 2013, Mr. Atmaram Jatia (DIN 00293154), Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

As per the provisions of the Companies Act, 2013, independent directors are required to give a declaration that they meet the criteria of independence in the first board meeting in which they participate as a director and thereafter at the first meeting of the Board in each financial year. Accordingly, existing directors of the company, Mr. Shivhari Halan (DIN 00220514), Mr. Basant Kumar Goenka (DIN 00227217) and Mr. Sujay Sheth (DIN 3329107) have declared their status of independence as per the criteria laid down under section 149(6) of the Companies Act, 2013. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has perused their declarations and has found them to be meeting the criteria of independence. Further, in view of their experience and expertise relevant to the company''s operations, the Board of Directors has deemed it prudent to recommend to the shareholders at the ensuing Annual General Meeting their appointment as Independent Directors, not liable to retirement by rotation pursuant to the provisions of section 149 and 152 read with schedule IV and other applicable provisions of the Companies Act, 2013.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the directors, their expertise and other details of the directors proposed for re-appointment are provided in the Corporate Governance Report. Appropriate resolutions for re-appointment of the Directors are being placed for approval of the members at the ensuing Annual General Meeting.

Awards and Recognitions

The company did not receive any awards or recognitions during FY2014.

Corporate Social Responsibility

Although the company is not governed by the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility forms an integral part of overall business policy and is aligned with its business goals.

The company supports over 350 women working in 10 centres across rural Maharashtra by providing training and work opportunities to them. The merchandise produced by these centres is purchased and supplied to leading industries in India as well as in Japan. We believe education is the key to growth and eradication of poverty and the company also regularly donates to charities such as the Ramakrishna Mission Students'' Home.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief confirm the following:

i) the applicable standards have been followed in preparation of annual accounts,

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2014, and the profit of the company for the year ended on that date,

iii) they have taken appropriate and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2014 on a going concern basis.

Deposits

The company has accepted fixed deposits during the year, and complied with all the statutory provisions. The company has no overdue deposits as on March 31,2014.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, the company has prepared Consolidated Financial Statements in accordance with Accounting Standards 21 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form part of this Annual Report.

The financial statements have been prepared as per Revised Schedule VI prescribed by the Ministry of Corporate Affairs. The previous year figures have been regrouped in accordance with the Revised Schedule VI of the Companies Act, 1956.

Committees of Board of Directors

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder and in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, your Board of Directors has constituted three committees, namely Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.

Particulars of Employees

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as none of the employees of the Company are covered under the provisions of the said section.

Auditors

The statutory auditors of the company, Messrs. Karnavat & Company, Chartered Accountants, (ICAI Firm Registration Number 104863W) hold office until the conclusion of the ensuing Annual General Meeting. As per the transition provisions of Section 139 and 141 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the company recommends for members approval the re-appointment of the auditors to hold office from the conclusion of the Meeting until the conclusion of the third consecutive Annual General Meeting hereafter (subject to ratification by the members at every Annual General Meeting).

The company has received a written consent and a certificate from the auditors to the effect that their reappointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

Auditors'' Comments

The observation made by the auditors in their report read with relevant notes as given in the Notes on Accounts annexed to the accounts are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Listing

The company''s shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees have been paid.

Other Particulars

Particulars relating to conservation of energy, research and development, technology absorption, and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure to this report.

Acknowledgement

The Board of Directors greatly values the support and cooperation received during the year from the company''s bankers, statutory authorities, and all organisations connected with the company''s business. The directors also take pleasure in commending the valuable contributions made by the company''s employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors'' Report and in the Management Discussion and Analysis Report describing the company''s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company''s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Shivhari Halan Anup Jatia Director Executive Director

Place: Mumbai Dated: May 27, 2014

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Mar 31, 2013

Dear Members,

The Directors are pleased to present this Twenty Third Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2013.

Financial Results (Consolidated)

Rs.in Lacs Year ended Year ended 31.3.2013 31.3.2012

Sales, Exports Entitlements, and Other Income 12,237.43 9,373.41 Earnings Before Interest Depreciation Tax

Amortisation (EBIDTA) 551.08 313.74

Less: Finance Costs 152.84 181.34

Profit before Depreciation and Tax (PBDT) 398.24 132.40

Less: Depreciation 116.13 113.30

Profit before Tax 282.11 19.10

Less: Provision for Tax 116.38 (0.21)

Profit after Tax 165.73 19.31

Operational Performance

The year 2012 - 2013 started strong in terms of both turnover and profitability during the first two quarters. The third quarter saw a significant drop in sales due to a sudden slow down in the domestic market. The company recovered in the fourth quarter to close the year with a consolidated sales growth of 31%, net profit growth of 750%, and EBITDA growth of 76% compared to the previous year.

A detailed analysis of the company''s operations is provided later in the Management Discussion and Analysis Report.

Dividend

In order to preserve funds for company''s business expansion activities, your Directors have decided not to recommend payment of a dividend for the financial year 2012 - 2013.

Business Scenario

The global economic scenario in FY2012-13 continued to be fraught with challenges. Major economies witnessed slower growth and the Eurozone was and is even now full of uncertainty. The business environment in India remained subdue due to tight market liquidity, and a cautious approach to sales was required to protect the company from unwanted risks and losses.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

Manufacturing Facility at Jhagadia, Gujarat

After the receipt of Environmental Clearance and approval from the Gujarat Pollution Control Board which took almost two years to obtain, work on site was restarted. However, the company could not meet its expected commissioning date of March 2013 because of slow civil work on site. The matters are now progressing well and we expect to commence commercial production during September 2013.

An in-depth explanation about the plant and its product is given in the Management Discussion and Analysis Report.

Wholly Owned Subsidiary in Japan - B.R. Chemicals Co., Ltd.

During the year under review, the turnover of the company''s wholly owned subsidiary in Japan has increased by ? 25 crores to ? 37 crores. The subsidiary has broken even in its second year of operation, making a small positive contribution towards the company''s profits.

Your Directors expect the subsidiary to continue contributing around 30% of the company''s turnover and to provide a larger contribution towards the profits in FY2014.

Corporate Governance

Your Directors believe firmly in the principle of transparency in governance. The company received the Best SME for Corporate Governance award in the previous year.

A Report on Corporate Governance is presented as a separate section which forms a part of this Annual Report.

A certificate from the statutory auditors of your company regarding compliance with the corporate governance requirements as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited is annexed to the Directors'' Report.

Directors

Mr. Sujay Sheth was appointed as an additional director of the company at the meeting of the Board of Directors of the company held on February 2, 2013.

Mr. Sujay Sheth holds a Bachelor''s Degree in Commerce from Bombay University. He is also a Fellow Member of the Institute of Chartered Accountants of India. He is the Managing Partner of J. K. Doshi & Co., a reputed firm of Chartered Accountants based in Mumbai working with a wide selection of Indian and multinational companies.

Mr. Sheth''s has wide exposure in the fields of finance and accounting with a deep knowledge of direct taxes and corporate laws, and significant experience in the fields of transaction advise, pre-acquisition studies, corporate governance, assurance, and valuation.

With the joining of Mr. Sheth on the Board, the Company will benefit from his extensive experience and expertise in the areas of accounts, finance, taxation, corporate law, and corporate governance. The Board of Directors would like to thank him for his acceptance to join the Board and for providing his valuable guidance.

Awards and Recognitions

The company was ranked number 165 among India''s 500 fastest growing mid-sized companies and received the Inc. India 500 Award from The Growth Institute.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief confirm the following:

i) in preparation of annual accounts the applicable standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and the profit of the company for the year ended on that date.

iii) they have taken appropriate and sufficient care for the maintenance and adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2013 on a going concern basis.

Deposits

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The Company has no overdues deposits as on March 31, 2013.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, your company has prepared Consolidated Financial Statements in accordance with Accounting Standards 21 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form part of this Annual Report.

The financial statements have been prepared as per Revised Schedule VI prescribed by Ministry of Corporate Affairs. The previous year figures have been regrouped in accordance with the Revised Schedule VI of the Companies Act, 1956.

Committees of Board of Directors

Pursuant to Clause 49 of the Listing Agreement, your Board of Directors has constituted three committees- Audit Committee, Shareholders/Investors Grievance Committee, and Remuneration Committee.

Particulars of Employees

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as none of the employees of the Company are covered under the provisions of the said section.

Auditors

M/s. Karnavat & Company, the statutory auditors of the company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956, and have indicated their willingness to continue in the said office.

Auditors'' Comments

The observation made by the auditors in their report read with relevant notes as given in the Notes on Accounts annexed to the accounts are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Listing

The company''s shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees have been paid.

Other Particulars

Particulars relating to conservation of energy, research and development, technology absorption, and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure to this report.

Acknowledgement

Your Directors greatly value the support and cooperation received during the year from the company''s bankers, statutory authorities, and all organisations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the company''s employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors'' Report and in the Management Discussion and Analysis Report describing the company''s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company''s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Place: Mumbai SHIVHARIHALAN ANUPJATIA

Dated: May 24,2013 Director Executive Director

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Mar 31, 2012

The Directors are pleased to present this Twenty Second Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2012.

Financial Results (Consolidated)

Rs In Lacs Year ended Year ended 31.3.2012 31.3.2011

Sales, Exports Entitlements, and Other Income 9,373.41 8,801.14 Earnings Before Interest Depreciation Tax

and Amortisation (EBIDTA) 313.75 644.19

Less: Finance Costs 181.34 116.36

Profit before Depreciation and Tax (PBDT) 132.41 527.83

Less: Depreciation 113.30 111.85

Profit before Tax 19.11 415.98

Less: Provision for Tax (0.20) 141.40

Profit after Tax 19.31 274.58

Operational Performance

The year started off well and the company performed with strong results in the first half. The second half of the year, however, was different. Starting with the crisis in Greece, the Indian rupee depreciated steeply and strongly till the end of the 3rd quarter and into the starting of the 4th quarter. The slowdown in global exports led to a reduction in demand from domestic end users for the company's products, due to which the company's turnover was adversely affected in the 3rd quarter. Despite all this, the company grew by approximately 7%, mostly from the operations of the company's subsidiary in Japan formed in April 2011.

While turnover was restricted by the general economic slowdown, profitability was hit by the deprecation in the Indian rupee. Almost all the products sold by the company's chemical division are imported by the company. Due to the unexpected speed and extent of the Indian rupee's depreciation against the US Dollar, remittances for these goods were made at exchange rates largely varying from the initial estimates used when selling the goods. In essence, the company's hedging strategies at the time had not considered the possibility of the Indian rupee depreciating by more than 20% in only 5 months.

A detailed analysis of the company's operations is provided later in the Management Discussion and Analysis Report.

Dividend

In view of the company's performance during the year under review, and in order to preserve funds, your Directors have decided not to recommend payment of a dividend for the financial year 2011 - 2012.

Business Scenario

The difficult business scenario during the year in review was triggered by the panic created by the Greek crisis, and it continued without respite because of the lack of political and economic clarity in our nation. Government policies shunning foreign and domestic investment, delays in rolling out of the GST, and a lack

of resolve to tackle the crashing Indian rupee all have adversely affected the business scenario.

Internationally, the negative sentiments from Europe served to pull down prices of a wide range of chemicals and other commodities. Falling markets scare buyers, and this is what was witnessed during the year.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

Manufacturing Facility at Jhagadia, Gujarat

The company is setting up a plant in Jhagadia, Gujarat, to produce acryl amide monomer under an exclusive technical license from Mitsui Chemicals, Inc., of Japan. All major equipment has been ordered but work on plant establishment could not be carried due to delay in receipt of environmental clearance from government authorities. The environmental clearance is expected very soon and plant construction will start in full swing.

An in-depth explanation about the plant and its product is given in the Management Discussion and Analysis Report.

Wholly Owned Subsidiary in Japan - BR Chemicals Co., Ltd.

The company's wholly owned Japanese subsidiary was formed in April 2011 and began operation from May 2011. Being the first year of operation, business development was given priority. The company declared a small loss of Japanese Yen 0.78 million (Rs. 4.76 lacs) against a turnover of Japanese Yen 204.39 million (Rs. 12.42 crores). The operations of the subsidiary have since improved, and your Directors expect the subsidiary to contribute for around 30% of the company's turnover during FY2013.

Corporate Governance

Your Directors believe firmly in the principle of transparency in governance. Further, in view of the fact that the paid up equity share capital of the company now exceeds Rs. 30,000,000/- after the issue of 19,360,000 equity shares of Rs. 1 each as bonus shares, the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited (BSE) became applicable to the company.

As required under the said Clause 49, a Report on Corporate Governance forms a part of this Annual Report. Your Directors recommend that all members read the report as it contains important information on the company's governance philosophy.

Awards and Recognitions

The company received the Best SME for Corporate Governance award at the 3rd Business Today Yes Bank SME Awards 2011 event held in New Delhi.

Directors

Mr. Atmaram Jatia resigned from the Board and from the Chairmanship of the company on September 30, 2011. A non-resident Indian, Mr. Atmaram Jatia had cited difficulties in continuing with his involvement as a Board Member considered his domicile overseas.

The Board of Directors places on record its utmost appreciation to Mr. Atmaram Jatia who was the longest member on the Board until his resignation. He has seen the company battle its downs, and with his vision has thereafter brought it up from one high to another. The company will follow the path created under his leadership and foresight for successfully creating shareholder value in the years to come.

At the upcoming Annual General Meeting, Mr. Basant Todi retires by rotation and has expressed his desire not to seek re-appointment. The company intends to fill the vacancy caused by the retirement of Mr. Basant Todi in due course.

The Board of Directors would like to thank Mr. Basant Todi for his valuable contributions to the company during his many years on the Board. His insight and guidance has helped the company grow from a turnover of less than t 5 crores to almost Rs. 100 crores. His active participation and presence at the Board meetings will be missed by all his colleagues.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief confirm the following:

i) in preparation of annual accounts the applicable standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and the profit of the company for the year ended on that date.

iii) they have taken appropriate and sufficient care for the maintenance and adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2012 on a going concern basis.

Fixed Deposits

During the year under review, your company has accepted Rs. 26,450,000 as Fixed Deposits in accordance with the provisions of Section 58A of the Companies Act, 1956, and Rule 4A of Companies (Acceptance of Deposits) Rules, 1975, without inviting or allowing or causing any person to invite deposits.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, your company has prepared Consolidated Financial Statements in accordance with Accounting Standards 21 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements forms part of this Annual Report.

The financial statements have been prepared as per Revised Schedule VI prescribed by Ministry of Corporate Affairs. The previous year figures have been regrouped in accordance with the Revised Schedule VI of the Companies Act, 1956.

Committees of Board of Directors

Pursuant to Clause 49 of the listing agreement, your company has constituted three committees of Board of Directors - Audit Committee, Shareholders / Investors Grievance Committee, and Remuneration Committee.

Particulars of Employees

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as none of the employees of the Company are covered under the provisions of the said section.

Auditors

M/s. Karnavat & Company, the statutory auditors of the company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956, and have indicated their willingness to continue in the said office.

Auditors' Comments

The observation made by the auditors in their report read with relevant notes as given in the Notes on Accounts annexed to the accounts are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Listing

Your company's shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees have been paid.

Other Particulars

Particulars relating to conservation of energy, research and development, technology absorption, and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure to this report.

Acknowledgement

Your Directors greatly value the support and cooperation received during the year from the company's bankers, statutory authorities, and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the company's employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors' Report and in the Management Discussion and Analysis Report describing the company's objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company's operations include the availability of raw material / product, cost of raw material / product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors.

We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions.

We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Place: Mumbai BASANTTODI ANUP JATIA

Dated: May 25,2012 Director Executive Director

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Mar 31, 2011

The Directors have great pleasure in presenting the Annual Report on the operations of the company, together with the audited financial accounts for the year ended March 31, 2011.

Financial Results

Rs. In Lacs

Particulars Year ended Year ended 31.3.2011 31.3.2010

Sales, Exports Entitlements and Other Income 8,801.14 5314.00

Profit before Depreciation and Tax (PBDT) 527.78 501.91

Less: Depreciation 111.80 30.35

Profit before Tax 415.98 471.56

Less: Provision for Tax - Current 87.14 83.40

- Deferred 43.18 95.66

- MAT Credit 11.09 (33.79)

Profit after Tax 274.57 326.29

Add: Profit brought forward 508.80 182.51 Profit Available for Appropriation 783.37 508.80

Appropriation

Proposed dividend on equity shares 19.36 -

Dividend Tax thereon 3.14 -

Transfer to General Reserve 50.00 -

Balance carried to Balance Sheet 710.87 508.80

Operations

The performance of your company, in terms of revenue growth, was remarkable due to substantial expansion of product portfolio carried out by the chemical segment.

In the chemical segment, turnover grew by more than 70% and earnings before interest, tax, depreciation, and amortisation (EBITDA) grew by 24% compared to the previous year. For the renewable energy segment, this was the first full year of operation which brought in an EBITDA of Rs.62 lacs.

The total turnover of the company for the year ended March 31, 2011 amounted to Rs. 8,801.14 lacs as against Rs. 5,314 lacs in the previous year. Profit before tax for the year has decreased from Rs. 471.56 lacs to Rs. 415.98 lacs mainly on account of increase in depreciation and finance costs.

Dividend

Your Directors recommend a tax-free dividend of 10% i.e Re. 0.10 (ten paise) per Equity Share on 19,360,000 Equity Shares of Re. 1 each, subject to your approval at the ensuing Annual General Meeting.

Bonus Share

The Board of Directors, have at their Board Meeting held on 11th May, 2011, recommended the issue of Bonus Shares in the ratio of 1 Bonus Equity Shares for every 1 Equity Shares of Re. 1/- each held on the book closure date to be fixed in consultation with the stock exchange and subject to the approval of the shareholders and other requisite approvals.

The Bonus Shares will be entitled to receive dividend that may be declared after the allotment of Bonus Shares.

Manufacturing Facility at Jhagadia, Gujarat

Your directors are pleased to inform you that your company has entered into an exclusive Foreign Technology License Agreement with Mitsui Chemicals, Inc., of Japan, for its upcoming plant for the manufacture of acrylamide monomer. The technology that has been licensed to the company is an environmentally friendly biocatalyst technology, and is already in use in other parts of the world by the licensor.

The plant is being set up at Jhagadia, Gujarat, and shall have a capacity to manufacture of 10,000 MT of the product in the first phase. The plant is expected to start commercial production in January 2012. A substantial expansion to 20,000MT is planned for the second phase, and to 40.000MT in the third phase.

The acrylamide plant is expected to generate annual sales of Rs.200 crores in the years ahead. The initial project cost of approximately Rs.25 crores is proposed to be funded through a combination of internal accruals, term loan, and other debt instruments while other options will also be considered for funding future expansions as required.

Basic and detailed engineering work has been completed and the project is currently in the procurement stage. The project is progressing as per schedule. The company has applied for registration of brand name - BRILMIDE™ - for the product to be manufactured.

Wholly Owned Subsidiary in Japan - BR Chemicals Co., Ltd.

Your directors are pleased to inform you that your company has incorporated a wholly owned subsidiary on 1st April, 2011 in Osaka, Japan, with an initial capital of JPY 3,000,000 (equivalent to approximately Rs.16 lacs). A sales office has also been set up in Tokyo.

With the signing of the bilateral free trade agreement between India and Japan in February 2011, trade between the two nations is expected to grow rapidly. This company will focus on developing the business of chemicals between India and Japan and will focus on sales of speciality chemicals, dyes and pigments, and pharmaceuticals intermediates. The company will also promote generic Indian APIs in Japan.

Corporate Governance

In view of the fact that the total paid up equity share capital of the Company is below the threshold limits, the provisions of Clause 49 of the listing agreement with respect to Corporate Governance are not applicable.

However, after the successful issuance of bonus shares, your companys paid up equity share capital will exceed the limit, and accordingly the provisions of Clause 49 will become applicable.

Regardless of the legal applicability of the said clause, your company believes in transparency and continues to follow the best of the corporate governance standards in the industry.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Atmaram Jatia shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re- appointment.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors to the best of their knowledge and belief confirm that:

i) in preparation of annual accounts the applicable standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2011, and the profit of the company for the year ended on that date.

iii) they have taken appropriate and sufficient care for the maintenance and adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2011 on a going concern basis.

Fixed Deposits

During the year under review, the company had neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956.

Auditors

M/s. Karnavat & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956, and have indicated their willingness to continue in the said office.

Auditors Comments

The observation made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are set out in the Annexure to this report.

Particulars of Employees

Statement containing particulars of employees as requires under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is set out in the Annexure to this report.

Acknowledgement

Your Directors greatly value the support and co-operation received during the year from the Companys bankers, statutory authorities and all organisations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the Companys employees at all levels during the year under review.

For and on behalf of the Board

BASANTTODI ANUPJATIA Director Executive Director

Place: Mumbai Dated: May 11,2011

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Mar 31, 2010

The Directors have great pleasure in presenting the Annual Report on the operations of the company, together with the audited financial accounts for the year ended March 31, 2010.

Financial Results

Rs. In Lac s Particulars Year ended Year ended 31.3.2010 31.3.2009

Sales, Exports entitlements and other Income 5314.00 4,113.28

Profit before Depreciation and Tax (PBDT) 501.96 64.80

Less: Depreciation 30.35 20.58

Profit before Tax 471.56 44.17 Less: Provision for Tax

Current 83.25 4.62

Deferred 95.66 (6.13)

Wealth Tax 0.15 0.05 MAT Credit (33.79) -

Fringe Benefit Tax - 3.18

Profit after Tax 326.29 42.45

Add: Profit Brought forward 182.51 140.06

Balance carried to Balance Sheet 508.80 82.51

Operations:

The performance of your company during the year was remarkable due to substantial improvement in chemical segment. Also you will pleased to note that the renewable energy segment has started its contribution to the overall performance of the company, as both the wind mills, one situated in Rajasthan and the other in Gujarat are operating at optimum capacity.

You will be pleased to note that the total turnover of the company for the year ended March 31, 2010 amounted to Rs. 5314 lacs as against Rs. 4,113.28 lacs in the previous year. Net profit before tax for the financial year has increased substantially from Rs. 44.17 lacs to Rs. 471.56 lacs .

Your directors are optimistic about significant improvement in Companys operations in the current year.

Dividend:

In order to preserve funds for the business operations, your Directors do not recommend any dividend for the financial year 2009 - 2010.

Corporate Governance

In view of the fact that the total paid up equity share capital of the Company is below the threshold limits, the provisions of Clause 49 of the listing agreement with respect to Corporate Governance are not applicable. However, your company believes in transparency and continues to follow the best of the corporate governance standards in the industry.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Shivhari Halan shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors to the best of their knowledge and belief confirm that:

i) in preparation of annual accounts the applicable standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and the profit of the company for the year ended on that date.

iii) they have taken appropriate and sufficient care for the maintenance and adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2010 on a going concern basis.

Fixed Deposits

During the year under review, the company had neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956.

Auditors

M/s. Karnavat & Company, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors Comments

The observation made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are set out in the Annexure to this report.

Particulars of Employees

Statement containing particulars of employees as requires under Section 217(2A) of the Companies Act, 1956, is not given as none of the employees of the Company is covered under the provisions of the said section.

Acknowledgement

Your Directors greatly value the support and co - operation received during the year from the Companys Bankers, Statutory Authorities and all organisations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the Companys employees at all levels during the year under review.

For and on behalf of the Board Place: Mumbai BASANTTODI ANUPJATIA

Dated: May 11,2010 Director Executive Director