Directors Report of Epigral Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 18^th (Eighteenth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2025.

FINANCIAL RESULTS:

(H in Crs.)
Particulars	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024
Revenue from Operations	2,550.13	1,929.19
Other Income	15.21	6.52
Total Revenue	2,565.34	1,935.71
Profit Before Finance Cost, Tax, Depreciation & Amortization	725.93	487.73
Finance Cost	53.27	73.49
Depreciation	132.56	123.56
Profit Before Tax	540.10	290.67
Payment & Provision of Current Tax	98.17	52.71
Deferred Tax Expenses/(Income)	85.23	42.17
Profit After Tax	356.70	195.79

i) Business Outlook & Financial Performance:

Comments on Business Outlook & Financial Performance forms part of Analysis and are also included in Management Discussion and Analysis section.

ii) Consolidated Financial Statements:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, (‘Act’) read with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [‘SEBI Listing Regulations’], the Company has

prepared Consolidated Financial Statements of the Company and its Associate viz. ReNew Green (GJS Three) Private Limited, which forms part of the Annual Report 2024-25.

The Financial Statements as stated above are available on the Website of the Company at www. epigral.com.

iii) Change in Nature of Business, if any:

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

SHARE CAPITAL:

Authorised Share Capital:

During the year under review, there has been no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company as on 31^st March, 2025, is as follows:

(H in Crs.)
12,05,00,000 Equity Shares of H10/- each	120.50
20,00,000 Preference Shares of H100/- each	20.00
43,26,28,796 Preference Shares of H10/- each	432.63
Total Authorised Capital	573.13

Paid-up Share Capital:

Raising of funds through issuance of Equity Shares by way of Qualified Institutions Placement:

During the year under review, pursuant to the recommendation of the Board of Directors at its Meeting held on 14^th August, 2024 and approval of Shareholders by way of Postal Ballot vide Special Resolution dated 16^th September, 2024, your Company successfully completed a fund raise of H333.05 Crores through a maiden Qualified Institutional Placement (‘QIP’) by issuing and allotting 15,91,180 Equity Shares of Face Value of H10 each fully Paid-up at an issue price of H2093.13 per Equity Share (including premium of H2083.13 per Equity Share) to eligible Qualified Institutional Buyers. The QIP was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder. Funds received pursuant to QIP have been utilized towards the objects stated in the placement document. The details as to utilization of funds is provided in Notes to the Financial Statements for the year ended 31.03.2025. Consequent to QIP, the Issued and Paid-up Equity Share Capital of the Company was increased from H41,55,01,580 to H43,14,13,380.

Statement of Deviation(s) and Variation(s):

During the year under review, there is no deviation / variation in use of QIP proceeds. The Company has made necessary disclosures to the Stock Exchanges within statutory timelines, as per the provisions of SEBI Listing Regulations, and any other Rules & Regulations as may be applicable confirming no deviation / variation in use of debt issue proceeds.

DIVIDEND:

Interim Dividend:

During the year, based on the Financial Performance of the Company, Interim Dividend of H2.50 per Equity Share (25%) for the Financial Year ended on 31^st March, 2025 was declared by the Board of Directors on 27^th January, 2025, and the same was paid by the Company on 20^th February, 2025.

Final Dividend:

The Board of Directors is pleased to recommend a Final Dividend of H3.50 (35%) per Equity Share of H10/-each fully paid on 4,31,41,338 Equity Shares of the Company, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company. The Final Dividend recommended, shall be paid to the Members, within statutory time limit, whose name appears in the Register of Members, as on the Record date i.e. 21^st June, 2025.

The Total Dividend for the Financial Year ended on 31^st March, 2025 works out to H25,88,48,028/- (includes Interim Dividend and Final Dividend, if declared). The Dividend Payout Ratio for the current year is at 7.25%. The Dividend recommended is in accordance with the Company’s Dividend Distribution Policy.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on the Website of the Company at https:// epigral.com/governance-policies-compliances.

Unclaimed Dividend:

Regarding Unclaimed Dividends as of 31^st March, 2025, a negligible amount of H0.05 Crores remains collected in our Unpaid Dividend Accounts. In an effort to ensure transparency and facilitate the claim process, a detailed statement is displayed on the Company’s Website at www.epigral.com under Investors Section listing names, depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected Shareholders.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Other than as stated elsewhere in the Annual Report 2024-25, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the Financial Year to which this Financial Statement relates i.e. 31.03.2025 and the date of the Directors Report i.e. 05.05.2025.

CAPITAL EXPENDITURE:

During the Financial Year, Capital Expenditure (including Intangible Assets) stood at H194.68 Crores as on 31^st March, 2025 (H398.44 Crores FY 2023-24). Your Company manages Cash and Cash Flow processes assiduously, involving all parts of the Business. There was Cash and Bank balance of H18.64 Crores, as on 31^st March, 2025 (H3.18 Crores F.Y. 2023-24).

AMOUNT TO BE TRANSFERRED TO RESERVES:

During the Financial Year, no amount was proposed to be transferred to the Reserves Account.

DEPOSITS:

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

FINANCE:

To meet the funds requirement of working / operational capital and/or expansion / new projects plans, your Company has availed Financial Facilities from Banks / Consortium of Banks, the details of which forms part of Notes to Financial Statement.

CREDIT RATING:

The Company’s Long Term credit rating has been upgraded to "CRISIL AA/Stable” from "CRISIL AA-/ Positive” and Short Term Rating stood at "CRISIL A1 ” on its Bank Facilities aggregating to H1050 Crores by CRISIL Limited (Rating Agency) vide its letter no. RL/ GDS12080/363894/BLR/0325/111018 dated 7^th March, 2025.

PROJECTS:

(A) Status of Expansion: Chlorine Derivatives CPVC Resin

During the year under review, your Company commissioned additional capacity of 45,000 TPA of CPVC Resin facility in April, 2024, reaching total capacity of CPVC Resin to 75,000 TPA (India’s Largest Capacity). Your Company also forward integrated and commissioned CPVC Compound facility of 35,000 TPA in June, 2024. As a result of above expansions, your Company with presence in both Resin and Compound, has widened its customer base.

In line with Company’s commitment of meeting the growing demand for CPVC resins in India and globally, your Company has announced expansion of additional 75,000 TPA capacity of CPVC Resin plant at its Dahej facility in Gujarat. With this expansion, Company''s total CPVC resin capacity reaches a remarkable 1,50,000 TPA (World’s Largest facility).

Epichlorohydrin (ECH)

Your Company, with an aim to cater the growing demand for ECH driven by India’s growing demand for quality products in renewable energy, automotive, construction and various other industry, announced its expansion of additional 50000 TPA capacity of ECH at its Dahej facility in Gujarat. With this expansion, Company’s total ECH capacity will reach a remarkable 1,00,000 TPA (India’s Largest facility).

(B) Commissioning of Chlorotoluenes Value Chain Facility

During the year under review, your Company successfully commissioned India’s First Chlorotoluenes Value Chain Facility at its Dahej Complex in Gujarat on 24^th March, 2025.

This facility will further strengthen Epigral’s integrated complex and will supply intermediates for pharmaceutical and agrochemical industries.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

The Company has only one Associate Viz. ReNew Green (GJS Three) Private Limited, incorporated on 24^th September, 2021 with an objective setting up of Wind Solar Hybrid Power Plant of ~ 18.34 MW.

A separate Statement containing the salient features of Financial Statement of Subsidiaries, Associates and Joint Ventures in ‘Form No. AOC-1’ forms part of the Annual Report 2024-25.

As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company’s Website at https://epigral.com/ governance-policies-compliances.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Induction to the Board:

In accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 and applicable SEBI Listing Regulations and based on the recommendations of the Nomination & Remuneration Committee, the Board, by way of Circular Resolution, appointed Ms. Priyanka Agarwal Chopra (DIN: 10011547) as a Non-Executive Independent Woman Director (Additional Director) of the Company effective from 28^th February, 2025 for a term of 5 years, not liable to retire by rotation. Further, the appointment of Ms. Priyanka Agarwal Chopra is subject to the approval of the Members to be obtained through Postal Ballot process. Ms. Priyanka Agarwal Chopra brings to the Board her extensive knowledge and experience in the areas of Strategic and Project Planning, Management Consulting, Product Development & Management, Financial Planning, Technological Innovations.

ii. Completion of tenure:

During the year under review, Ms. Nirali Bhavin Parikh (DIN: 05309425) completed her second and final term as an Independent Director and consequently ceased to be an Independent Director of the Company w.e.f. the close of business hours on 28^th February, 2025. The Board placed on record its appreciation for the contribution rendered during her tenure at Epigral Limited.

iii. Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Darshan Patel (DIN - 02047676) and Mr. Kaushal Soparkar (DIN - 01998162), retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details of the Directors appointed/ to be re-appointed as required under the provisions of the Companies Act, 2013 and SEBI Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

iv. Declaration by Independent Directors:

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

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

v. Key Managerial Personnel (KMP):

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

1. Mr. Maulik Patel - Chairman &

Managing Director

2. Mr. Kaushal Soparkar - Executive Director

3. Mr. Sanjay Jain - Chief Finance Officer

4. Mr. Gaurang Trivedi - Company Secretary

There has been no change in the Key Managerial Personnel of the Company during the Financial Year ended on 31^st March, 2025.

In the opinion of the Board, all the Directors and Key Managerial Personnel, as well as the Directors proposed to be appointed / re-appointed possess the requisite qualifications, experience, expertise and hold high standards of integrity and relevant proficiency.

MEETINGS OF THE BOARD:

During the year, Five Board meetings were convened and held on 22.04.2024, 24.07.2024, 14.08.2024, 09.11.2024 & 27.01.2025, respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) In the preparation of the Annual Accounts for the Year ended on 31^st March, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

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

d) The Directors had prepared the Annual Accounts on a going concern basis;

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the Website of the Company at https://epigral.com/governance-policies-compliances.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 (‘Act’) and Regulation 17 of SEBI Listing Regulations, the Board has carried out the Annual Performance Evaluation of its own performance and that of its Statutory Committee’s viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and also of the Individual Directors.

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

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

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

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the Website of the Company at https://epigral.com/governance-policies-compliances.

Non-Executive Independent Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Companies Act, 2013 and Rules framed thereunder.

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

In determining the remuneration of the Executive Directors the Nomination and Remuneration Committee ensures / considers the following:

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

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

COMMITTEES OF THE BOARD:

Currently, the Company has 5 (five) Statutory Board Level Committees viz. Audit Committee (‘AC’), Stakeholders Relationship Committee (‘SRC’), Nomination and Remuneration Committee (‘NRC’), Corporate Social Responsibility Committee (‘CSR) and Risk Management Committee (‘RMC’). The composition of the above committees, as on 31^st March, 2025, is provided in Corporate Governance Report, which forms part of the Annual Report 2024-25.

Audit Committee:

The Company has constituted an Audit Committee in terms of the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, with the objective to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The details of the Audit Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report 2024-25.

Risk Management Committee:

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the SEBI Listing Regulations, with the objective of identifying, assessing and framing a response to threats that can affect its business operations and stakeholders interest. The risk management process consists of risk identification, assessment, prioritization, mitigation plans / treatment, monitoring

and documenting the new risks. The Committee reviews risks on a rotation basis in line with the risk management plan to assess effectiveness of mitigation plans defined against each risks and its impact on overall risk exposure to the Company.

The details of the Risk Management Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report 2024-25.

Corporate Social Responsibility Committee:

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). This policy is accessible to all stakeholders on the Company’s Website at https://epigral.com/governance-policies-compliances, ensuring transparency and accessibility of the Company’s responsibilities towards society.

The primary role of the CSR committee is to approve the CSR activities to be undertaken, allocate the necessary expenditure, and oversee the execution and effectiveness of these initiatives. The composition of CSR Committee is given in the Corporate Governance Report.

The Company has identified projects in accordance with Schedule VII of the Companies Act, 2013, such as establishment of educational institutions (including skill development center), healthcare, eradication of poverty, women empowerment, and other object as specified under Schedule VII of Companies Act, 2013. The Annual Report on CSR activities for the F.Y. 2024-25 is annexed to this report as ‘Annexure - A’

AUDITORS AND AUDITORS'' REPORT: Statutory Auditors:

M/s. S R B C & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E300003) were re-appointed as Statutory Auditors for the Second Term to hold office till the conclusion of 20^th AGM to be held in 2027, subject to ratification of their appointment at every Annual General Meeting.

M/s. S R B C & Co LLP have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 (‘Act’) and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors’ Report is attached with the Financial Statements in the Annual Report 2024-25.

Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 (‘Act’) M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Company’s Cost Accounting Records in respect of the products of the Company for the Financial Year 2024-25 at the remuneration of H2,25,000/- (Rupees Two Lakhs Twenty Five Thousand only) per annum plus Goods and Service Tax (GST) and out of pocket expenses.

Your Company has received consent from M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants, to act as the Cost Auditors of your Company for the Financial Year 2025-26 along with a certificate confirming their independence. As per the provisions of the Act a resolution seeking approval of the Shareholders ratifying remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

The Company has maintained the Cost accounts and records in accordance with Section 148 of the Act and Rules framed thereunder. The Cost Audit Report for the Financial Year 2023-24 was filed with the Ministry of Corporate Affairs on 04.10.2024.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended on 31^st March, 2025. The Secretarial Audit Report in Form No. MR - 3 for the Financial Year ended on 31^st March, 2025 is annexed to this report as ‘Annexure - B’.

Internal Auditor:

M/s. C N K Khandwala & Associates, Chartered Accountants was appointed as its Internal Auditors for Financial Year 2024-25 to carry out the periodic audit as per the Scope of Work approved by the Audit Committee.

Frauds Reported by Auditors

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

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

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

RELATED PARTY TRANSACTIONS (RPT):

All Related Party Transactions entered during the Financial Year were on an Arm’s Length Basis and were in the ordinary course of business. The Company has not entered in to materially related party transactions i.e., exceeding 10% or more of the turnover of the Company with related parties, which may have a potential conflict with the interest of the Company at large. Hence, no transactions are required to be reported in Form AOC-2.

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

As required under Regulation 23 of the SEBI Listing Regulations, the Company has framed a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the Website of the Company at https:// epigral.com/governance-policies-compliances.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy (“Policy”) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the LODR requirements. The policy has been implemented to empower Directors, Employees, and other Stakeholders to confidentially report any unethical behavior, fraud, violations of Company’ ‘Code of Conduct’, or other misconducts within the organization, thereby safeguarding victimization and promoting an ethical workplace. The Policy is applicable to all Directors and Employees of the Company. The said Policy is available on the Website of the Company at https://epigral.com/ governance-policies-compliances.

During the year, no complaint under Whistle Blower was lodged with the Company or the Audit Committee and the Board of Directors.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaint Committee (ICC) as per requirement of the Act which is responsible for redressal of complaints relating to sexual harassment against woman at workplace. The Sexual Harassment of Women Policy is available on the Website of the Company at https://epigral.com/governance-policies-compliances.

During the year, no complaint was lodged with the ICC nor any such instance was reported.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and Employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as ‘Annexure - C’. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report 2024-25 is being sent to the Members and others entitled thereto, excluding the information on Employees’ Remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary of the Company.

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

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

RESEARCH AND DEVELOPMENT:

Based in Changodar, Ahmedabad, the Company’s R&D Center is a hub of innovation, driving advancements in the specialty chemicals sector.

Equipped with state-of-the-art facilities, the team of Scientists and Researches focuses on developing new molecules and advanced specialty intermediates. The Company’s R & D has been recognized by the Department of Scientific and Industrial Research (DSIR) and Ministry of Science & Technology.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

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

CORPORATE GOVERNANCE:

At the core of good governance lies the values of the Company and the four pillar of your Company’s values are Together, Caring for, Agile and Making it happen. In essence, Corporate Governance is a synthesis of business elements and values encompassing accountability, responsibility, fairness, transparency, risk management, sustainability and so on, that not only enhances the organizational growth but also generates trust among all its stakeholders and shareholders.

In accordance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 we have included a Report on Corporate Governance forming part of the Annual Report 2024-25 along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015 the Management Discussion and Analysis Report for the year under review is presented in a dedicated section of the Annual Report 2024-25.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as on 31^st March, 2025 of the Company is available on Company’s Website and can be accessed, at https:// epigral.com/governance-policies-compliances.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) detailing the Environmental, Social and Governance (ESG) initiatives undertaken by the Company forms a part of the Annual Report 2024-25.

CMD and CFO CERTIFICATION:

In compliance with Regulation 17(8) of the SEBI Listing Regulations, a Certificate from Chairman & Managing Director and Chief Financial Officer of the Company (‘Annexure - E’) to the Board of Directors as specified in Part B of Schedule II of the SEBI Listing Regulations forms part of the Annual Report 2024-25.

INSURANCE:

The Company’s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability and Public Liability Policy and Commercial General Liability (CGL). It also maintains various other types of insurance, such as Erection All Risk for its major capital expenditures projects, Directors’ and Officers’ Liability Policy, Transit and Marine Policy, Employee Benefit Insurance Policies, etc. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as a chemicals manufacturer, Environmental Safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms. It consistently takes various measures to develop and adopt safer process technologies, unit operations and sustainable systems. Your Company has integrated an Environment, Social and Governance (ESG) framework into operations, positioning itself as a responsible chemicals player. By embedding these principles into strategy, the company has enhanced resilience, risk mitigation and sustainable value creation.

To achieve its commitment towards sustainable development, the Company has also constituted an internal ESG Committee. Also, a separate section on ESG forms part of Annual Report 2024-25.

INDUSTRIAL RELATIONS:

The relationship with the Workmen and Staff remained cordial and harmonious during the year and the Management received full cooperation from Employees.

DETAILS OF NODAL OFFICER: In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of Dy. Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:
Name:	Mr. Gaurang Trivedi
Designation:	Company Secretary and Compliance Officer
Postal Address:	"Epigral Tower”, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad - 380 015, Gujarat.
Telephone No.:	91 79 7176 1000
E-mail ID:	[e-mail]
The Company has also displayed the above details of Dv. Nodal Officer at its Website at www.epigral.com.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

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

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

(B) Annual Listing Fee:

The Company shares are listed with National Stock Exchange of India Limited and BSE Limited and listing fees was paid to both the Stock Exchanges.

(C) No One Time Settlement:

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

ACKNOWLEDGMENT:

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

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Mar 31, 2024

The Directors have pleasure in presenting 17^th (Seventeenth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year (FY) ended on 31^st March, 2024.

CHANGE OF NAME OF THE COMPANY:

Your Company has been on the path to build an admired global organization, since last 15 years. This business and organization driving vision and ambitious goals require active brand building, global image, and performance so as to strengthen reputation and relationships with stakeholders.

To carry out the rebranding exercise the management decided to change the name of the Company from “Meghmani Finechem Limited” to “Epigral Limited”. Accordingly, the Shareholders of the Company through the Postal Ballot resolution dated 27^th July, 2023, inter alia, approved the change in name of the Company from “Meghmani Finechem Limited” to “Epigral Limited” and subsequently, the Registrar of Companies (ROC), Gujarat, approved the said change of the name w.e.f. 4^th August, 2023.

The new name is the first step in rededicating ourselves to serve the founders’ dream and their toil. This milestone change will be used as an opportunity to scale and reach towards stayed vision of becoming globally respected multi product chemical Company powering the brand and business.

FINANCIAL RESULTS:

(Rs. in Lakhs)
Particulars	Year Ended on 31st March, 2024	Year Ended on 31st March, 2023
Revenue from Operations	1,92,919.16	2,18,839.97
Other Income	651.50	798.39
Total Revenue	1,93,570.66	2,19,638.36
Profit Before Finance Cost, Tax, Depreciation & Amortization	48,772.46	69,698.13
Finance Cost	7,348.90	6,550.22
Depreciation	12,356.38	10,895.33
Profit Before Tax	29,067.18	52,252.58
Payment & Provision of Current Tax	5,270.96	9,430.77
Deferred Tax Expenses/(Income)	4,217.45	7,486.06
Profit After Tax	19,578.77	35,335.75

STATE OF COMPANY''S AFFAIRS:

i) Revenue:

F.Y. 2024 was challenging year for chemical industry in last 15 years with volatile macroeconomics, subdued demand and drop in realisation. Even in this situation the Company witnessed volume growth of 15% that led to revenue from operations at H 1,92,919.16 Lakh as against H 2,18,839.97 Lakh for the F. Y. ended 31.03.2023.

ii) Earnings Before Interest, Tax, Depreciation & Amortization

Earnings Before Interest, Tax, Depreciation & Amortization (EBITDA) for the year under review stood at H 48120.96 Lakhs as against H 68,899.74

Lakhs for the F. Y. ended 31.03.2023. This drop was in line with bottom out realization for all the products.

iii) Profit Before Tax:

Profit Before Tax (PBT) stood at H 29,067.18 Lakhs as against H 52,252.58 Lakhs for the F. Y. ended 31.03.2023.

The PBT decrease by 44% mainly on account of:

a. Lower realization;

b. Increase in overhead directly attributable to production volume;

c. High interest & depreciation due to commissioning of new capacity.

iv) Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (Act) read with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [‘Listing Regulations’], the Company has prepared Consolidated Financial Statements of the Company and its Associate viz. ReNew Green (GJS Three) Private Limited, which forms part of this report. The Financial Statements as stated above are available on the website of the Company at www. epigral.com.

v) Change in Nature of Business, if any:

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

DIVIDEND:

Final Dividend:

The Board of Directors is pleased to recommend a Final dividend of H. 5/- (50%) per Equity Share of Rs. 10/- each fully paid on 4,15,50,158 equity shares of the Company, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The Final dividend, if recommended, shall be paid to the members on or after 9^th July, 2024 whose name appears in the Register of Members, as on the Record date i.e. 2^nd July, 2024.

The total dividend pay out for the financial year ended on 31^st March, 2024 works out to H 2077.51 Lakhs. The dividend payout ratio for the current year is at 10.61%. The dividend recommended is in accordance with the Company’s Dividend Distribution Policy.

The dividend distribution policy, in terms of regulation 43A of the Listing Regulations, is available on the website of the Company at https://epigral.com/ governance-policies-compliances.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report.

CAPITAL EXPENDITURE:

Capital Expenditure (including Intangible Assets) during the financial year was at H 39,842.97 Lakhs as on 31^st March, 2024 (H 41,645.44 Lakhs FY 2022-23). Your Company manages Cash and Cash flow processes assiduously, involving all parts of the business. There was Cash and Bank balance of H 318.30 Lakhs, as on 31^st March, 2024 (H 1419.00 Lakhs FY 2022-23).

AMOUNT TO BE TRANSFERRED TO RESERVES:

During the financial year, no amount was proposed to be transferred to the Reserves account.

DEPOSITS:

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

FINANCE:

To meet the funds requirement of working / operational capital and/or expansion / new projects plans, your Company has availed financial facilities from banks / consortium of banks, the details of which forms part of Notes to Financial Statements.

CREDIT RATING:

The Company has been assigned Long Term Rating “CRISIL AA-/Stable” and Short Term Rating “CRISIL A1 ” on its Bank Facilities aggregating to H. 1050 Crores by CRISIL Limited (Rating Agency) vide its letter no. RL/GDS12080/335954/BLR/0124/78105 dated 29^th January, 2024.

PROJECTS:

(A) Status of Expansion:

CPVC Resin

In line with Company’s commitment of meeting the growing demand for Chlorinated Polyvinyl Chloride (CPVC) resins in India and globally, your Company has successfully commissioned an additional 45,000 TPA capacity of CPVC Resin plant in April, 2024, at its Dahej facility in Gujarat. With this expansion, Company''s total CPVC resin capacity reaches a remarkable 75,000 TPA.

CPVC Compound

Your Company, with an aim to cater the domestic supply market of CPVC Compound, announced its expansion into Chlorinated Polyvinyl Chloride (CPVC) Compounds with a capacity of 35,000 TPA with an additional Capex of H. 25 Crore. The CPVC Compound manufacturing plant is expected to get commissioned by Q1FY25 at Dahej, Gujarat.

Chlorotoluene

Your Company’s expansion into Chlorotoluene and its value chain, an intermediates for manufacturing pharmaceutical and agro-chemical active ingredients, is expected to get commissioned by Q2 FY2025.

(B) Research and Development

During the year, your Company launched its first Research and Development (R&D) Centre at Ahmedabad, Gujarat, thereby enhancing its research capabilities and accelerating its journey towards building Specialty products. Further, the Department of Scientific and Industrial Research (DSIR), Ministry of Science & Technology, Government of India has accorded recognition to the Company’s In-House R&D Unit at Changodar, Ahmedabad, Gujarat.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

The Company has only one Associate Viz. ReNew Green (GJS Three) Private Limited, incorporated on 24^th September, 2021 with an objective setting up of Wind Solar Hybrid Power Plant of ~ 18.34 MW. During the year, the said Plant was commissioned and generated power.

During the year under review, Meghmani Advanced Science Limited, the Company’s Wholly-Owned Subsidiary, applied for voluntary strike-off of its Name from Registrar of Companies, Gujarat, Ahmedabad (ROC) on 28^th April, 2023 and accordingly, received approval from ROC on 20^th September, 2023.

A separate statement containing the salient features of financial statement of subsidiaries, associates and joint ventures in ‘Form No. AOC-1’ forms part of this Annual Report.

As required under Regulations 16(1)(c) and 46 of the Listing Regulations, the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company’s website at https://epigral.com/ governance-policies-compliances.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Change in designation of Directors

During the year under review, with the objective of consolidating the functional responsibilities and to have better governance, Mr. Ankit Patel, Mr. Karana Patel and Mr. Darshan Patel were re-designated as

Non-Executive Directors and Mr. Kaushal Soparkar was re-designated as Executive Director w.e.f. 5^th August, 2023.

ii) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Ankit Patel (DIN - 02180007) and Mr. Karana Patel (DIN -01727321), retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

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

iii) Declaration by Independent Directors:

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

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

iv) Key Managerial Personnel (KMP):

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

1. Mr. Maulik Patel- Chairman &

Managing Director

2. Mr. Kaushal Soparkar- Executive Director

3. Mr. Kamlesh Mehta- Company Secretary *

4. Mr. Sanjay Jain- Chief Finance Officer

There has been no change in the Key Managerial Personnel of the Company during the financial year ended 31^st March, 2024, except that Mr. Kamlesh Mehta, Company Secretary retired from the services of the Company w.e.f. closure of business hours on 22.04.2024 and that Mr. Gaurang Trivedi has been appointed as Company Secretary and Compliance Officer w.e.f. 23.04.2024.

MEETINGS OF THE BOARD:

During the year, Five Board meetings were convened and held on 25.04.2023, 13.06.2023, 05.08.2023, 06.11.2023 and 24.01.2024, respectively, in respect of which proper notices of meetings were given and the proceedings were properly recorded and signed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at https://epigral.com/governance-policies-compliances.

BOARD PERFORMANCE EVALUATION:

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

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

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

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

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company at https://epigral.com/governance-policies-compliances.

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

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

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

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

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

COMMITTEES:

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

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE:

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in the Corporate Governance Report.

The Company has identified projects in accordance with Schedule VII of the Companies Act, 2013, such as eradication of poverty, women empowerment, education, health care and such other projects. The Annual Report on CSR activities for the FY 2023-24 is annexed to this report as ‘Annexure - A’

AUDITORS AND AUDITORS'' REPORT: Statutory Auditors:

M/s. S R B C & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E300003) were re-appointed as Statutory Auditors for the Second Term to hold office till the conclusion of 20^th AGM to be held in 2027, subject to ratification of their appointment at every Annual General Meeting.

M/s. S R B C & Co LLP have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

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

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Company’s Cost Accounting Records in respect of the products of the Company for the Financial Year 2023-24 at the remuneration of H. 2,00,000/- (Rupees Two Lakhs) per annum plus Goods and Service Tax (GST) and out of pocket expenses.

Your Company has received consent from M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants, to act as the Cost Auditors of your Company for the Financial Year 2024-25 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Shareholders ratifying remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the Cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder. The Cost Audit Report for the Financial Year 202223 was filed with the Ministry of Corporate Affairs on 16.10.2023.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31^st March, 2024 is annexed to this report as ‘Annexure - B’.

Internal Auditor:

M/s. C N K Khandwala & Associates, Chartered Accountants was appointed as Internal Auditors for Financial Year 2023-24 to carry out the periodic audit as per the Scope of Work.

Frauds Reported by Auditors

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

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

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

RELATED PARTY TRANSACTIONS (RPT):

All Related Party Transactions entered during the financial year were on an Arm’s Length Basis and were in the ordinary course of business. The Company has not entered in to material related party transactions i.e., exceeding 10% or more of the turnover of the Company with related parties, which may have a potential conflict with the interest of the Company at large. Hence, no transactions are required to be reported in Form AOC-2.

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

As required under Regulation 23 of the Listing Regulations, the Company has framed a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the website of the Company at https://epigral.com/ governance-policies-compliances.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy (“Policy”) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the LODR requirements. The Policy is applicable to all Directors and Employees of the Company. The Policy is to deal with instance of unethical behaviour, actual or suspected fraud or violation of Company’s code of conduct, if any. The said Policy is available on the website of the Company at https://epigral.com/governance-policies-compliances.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaint Committee (ICC) as per requirement of the Act which is responsible for redressal of complaints relating to sexual harassment against woman at workplace. The Sexual Harassment of Women Policy formed is available on the website of the Company at https://epigral.com/governance-policies-compliances.

During the year, no complaint was lodged with the ICC nor any such instance was reported and the management was happy to take the same on record.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as ‘Annexure - C’. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees’ remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary of the Company.

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

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

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

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

CORPORATE GOVERNANCE:

The Report on Corporate Governance for FY2024, as per Regulation 34(3) read with Schedule V of the Listing Regulations along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 34(2)(e) of the Listing Regulations, a detailed report on the Management Discussion and Analysis forms part of this Annual Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31^st March, 2024 of the Company is available on Company’s website and can be accessed, at https://epigral.com/ governance-policies-compliances.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report as a separate section to this Annual Report.

INSURANCE:

The Company’s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability and Public Liability Policy and Commercial General Liability (CGL). It also maintains various other types of insurance, such as Erection All Risk for its major capital expenditures projects, Directors’ and Officers’ liability, Transit cover, Charterers’ liability cover, Marine policy and Employee Benefit Insurance policies. The Company covers the

properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as a Chemicals manufacturer environmental safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

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

DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:

Name: Mr. Gaurang Trivedi*

Designation: Company Secretary and

Compliance Officer

Postal Address: "Epigral Tower”, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad - 380 015, Gujarat. Telephone No.: 91 79 7176 1000

E-mail ID: [e-mail]

The Company has also displayed the above details of Nodal Officer at its Website at www.epigral.com.

* Mr. Kamlesh Mehta, Company Secretary & Compliance Officer retired from services of the Company w.e.f. 22.04.2024 and Mr. Gaurang Trivedi has been appointed as Company Secretary & Compliance Off icer w.e.f. 23.04.2024.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

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

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

(B) Annual Listing Fee:

The Company’s shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and applicable listing fees has been paid to both the Stock Exchanges.

(C) No One Time Settlement:

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

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.

Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

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Mar 31, 2023

Your Directors have pleasure in presenting 16^th (Sixteenth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year (FY) ended on 31^st March, 2023.

FINANCIAL RESULTS:

(H in Lakhs)
PARTICULARS	Year Ended on 31st March, 2023	Year Ended on 31st March, 2022
Revenue from Operations	2,18,839.97	1,55,094.14
Other Income	798.39	411.08
Total Revenue	2,19,638.36	1,55,505.22
Profit Before Finance Cost, Tax, Depreciation & Amortization	69,698.13	51,359.82
Finance Cost	6,550.22	4,427.02
Depreciation	10,895.33	8,590.56
Profit Before Tax	52,252.58	38,342.24
Payment & Provision of Current Tax	9,430.77	6,967.28
Deferred Tax Expenses/(Income)	7,486.06	6,096.28
Profit After Tax	35,335.75	25,278.68

STATE OF COMPANY’S AFFAIRS:

i) Revenue:

Sales increased by 41% from H 1,55,094.14 Lakhs to H2,I8,839.97 Lakhs mainly due to: -

1. Higher realization across the divisions in FY 2022-23

2. Volume growth of 9% backed by increase in volume from Hydrogen Peroxide and from commissioning of new capacities namely Epichlorohydrin, Chlorinated polyvinyl chloride (CPVC) & Caustic Soda

ii) Earnings Before Interest, Tax, Depreciation & Amortization (EBITDA):

EBITDA increased by HI 7,95 1.00 Lakhs i.e. from H50,948.74 Lakhs in FY2022 to H68,899.74 Lakhs in FY2023.

iii) Profit Before Tax (PBT):

PBT increased by H 13,910.34 Lakhs i.e. from H38,342.24 Lakhs in FY 2022 to H52,252.58 Lakhs in FY 2023. The major reasons for increase in profit are:

1. PBT has moved in line with growth in the revenue

2. Better absorption of overhead with increase in production;

iv) Consolidated Financial Statements:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, (Act) read with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [''Listing Regulations''], the Company has prepared Consolidated Financial Statements of the Company and its Subsidiary namely Meghmani Advanced Sciences Limited, which forms part of this report.

The Financial Statements as stated above are available on the website of the Company at www.meghmanifinechem.com

v) Change in Nature of Business, if any:

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

DIVIDEND:

Interim Dividend:

During the year based on the financial performance of the Company Interim dividend of H2.50 each per equity share (25%) for the financial year ended on 31^st March, 2023 was declared by the Board of Directors on 19^th January 2023, and the same was paid by the Company on 08^th February 2023.

Final Dividend:

The Board of Directors is pleased to recommend a Final dividend of H2.50 (25%) per equity share of H10/- each fully paid on 4,15,50,158 equity shares ofthe Company subject to approval ofthe shareholders at the ensuing Annual General Meeting of the Company The Final dividend recommended, shall be paid to the members, within statutory time limit, whose name appears in the Register of Members, as on the Record date i.e. 20^th June, 2023.

The total dividend paid for the financial year ended on 31^st March, 2023 works out to H5/- (50%) per equity share of H10/- each. The dividend payout ratio for the current year is at 6%. The dividend recommended is in accordance with the Company''s Dividend Distribution Policy

The dividend distribution policy in terms of Regulation 43A of the Listing Regulations, is available on the website of the Company at https://www.meghmanifinechem.com/corporate-governance.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report.

CAPITAL EXPENDITURE:

Capital Expenditure (including Intangible Assets) during the financial year was at H4I,645.44 Lakhs as on 31^st March, 2023 (H45,629.92 Lakhs FY 2021-22). Your Company manages Cash and Cash flow processes assiduously, involving all parts of the business. There was Cash and Bank balance of H 1419.00 Lakhs as on 31^st March, 2023 (H2503.54 Lakhs FY 2021-22).

AMOUNT TO BE TRANSFERRED TO RESERVES:

During the financial year; no amount was proposed to transfer to the Reserves account.

DEPOSITS:

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

FINANCE:

To meet the funds requirement of working / operational capital and/or expansion / new projects, your Company has availed financial facilities from banks / consortium of banks, the details of which forms part of Notes to the Financial Statements.

CREDIT RATING:

The Company has been assigned Long Term Rating CRISIL AA-/ Stable to its various bank facility of H1050 Crores (enhanced from H850 Crores) by CRISIL Limited (Rating Agency) vide its letter no RL/GDSI2080/306826/BLR/I222/480I4 dated 7^th December 2022.

PROJECTS:

(A) Status of Expansion: Caustic Soda:

To tap the surging demand of Caustic Soda in India and Overseas, your Company successfully commissioned the capacity expansion of Caustic Soda manufacturing facility to 400 KTPA by adding 106 KTPA facility along with expansion of 36 MW Captive Power Plant on 30^th September; 2022.

(B) Status of Expansion: Chlorine Derivatives: Epichlorohydrin (ECH)

Your Company successfully commissioned ECH manufacturing facility with a capacity of 50,000 TPA on I^st June, 2022, which is used in varied applications, such as Epoxy Resin, WaterTreatment Chemicals, Textiles, Pharmaceuticals, Paper Reinforcement, Synthetic Glycerine, etc.

CPVC Resin

Your Company successfully commissioned CPVC Resin manufacturing facility with a capacity of 30,000 TPA capacity on I8^th July 2022 and is in process of expanding its CPVC Resin

capacity to 75,000 TPA by adding 45,000 TPA capacity at an estimated capex cost of H250 Crore and it is expected to get commissioned by Q4FY24. CPVC Resin are essentially used in residential, industrial and commercial piping system.

(C) Chloro-Toluene and its Value Chain:

With its eye on global market trends and growth in manufacturing of Specialty Chemicals, your Company has initiated the process of commissioning the manufacturing facility of Chlorotoluene and its value Chain, at an estimated project cost of HI80 Crore at its existing Chlor-Alkali Complex, Dahej. The said facility is expected to be functional by Q4FY24. The produce will be used in manufacturing of pharmaceuticals and agro-chemical active ingredients.

(D) Research and Development:

Your Company is setting-up Research & Development (R & D) Center at an estimated cost of H25 Crore, to strengthen the portfolio of Specialty Chemicals and Derivative products by identifying the molecules in Chlorotoluene & value chain and other new molecules on Specialty side.

(E) Acquisition of Land:

To achieve, Company''s long term vision, the Company has purchased: -

1) Industrial Plot No. D-II-I3, admeasuring 289844.4I Sq. Mtr situated at GIDC Estate, Dahej, Taluka, Vagra, Bharuch.

2) Industrial Plot No. D-2-CH-27 admeasuring 52409.97 Sq. Mtr Situated at Dahej-II GIDC Estate, Dahej, Taluka, Vagra, Bharuch.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

The Company has only one wholly-owned subsidiary Viz., Meghmani Advanced Sciences Limited incorporated on 27^th January 202I, is non-operational. The Company has filed form STK-2 with Registrar of Companies, Gujarat for striking off the name of the Company from Register of Companies.

A separate statement containing the salient features of financial statement of subsidiaries, associates and joint ventures in ''Form No. AOC-I'' forms part of this Annual Report.

As required under Regulations 16(I)(c) and 46 of the Listing Regulations, the Board of Directors have approved the Policy for determining Material Subsidiaries.The details of the policy are available on the Company''s website at https://www.meghmanifinechem. com/ corporate-governance.

DISCLOSURE RELATING TO JOINT VENTURES:

The Company has entered into Joint Venture with ReNew Green (GJS Three) Private Limited in the ratio of26:74, to set up a grid connected I8.34 Wind-Solar Hybrid Project. The estimated capex cost is H263 Crore to be funded in Debt: Equity ratio of 70:30. During the year the Company has invested H20.54 Crores towards equity contribution.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section I86 of the Companies Act, 20I3 are given in the notes to the Financial Statements.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company Mr Maulik Patel (DIN - 02006947) and Mr Kaushal Soparkar (DIN - 01998162), Directors retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

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

ii) Declaration by Independent Directors:

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

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

iii) Key Managerial Personnel (KMP):

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

1. Mr Kaushal Soparkar - Chief Executive Officer

2. Mr Kamlesh Mehta - Company Secretary

3. Mr Sanjay Jain - Chief Finance Officer

There has been no change in the Key Managerial Personnel of the Company during the financial year ended 31^st March, 2023.

MEETINGS OF THE BOARD:

During the year Four Board meetings were convened on 25.04.2022, 21.07.2022, 21.10.2022 and 19.01.2023 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) In the preparation of the Annual Accounts for the year ended on 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2023 and of the Profit ofthe Company for the period ended on 31^st March, 2023.

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

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website ofthe Company at https://www.meghmanifinechem.com/ corporate-governance.

BOARD PERFORMANCE EVALUATION:

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

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

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

As required under the provisions ofthe Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 19^th January 2023 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board, has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and fix their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website ofthe Company at https://www.meghmanifinechem.com/ corporate-governance.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by

the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

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

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

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

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

COMMITTEES OF THE BOARD:

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

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE:

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in the Corporate Governance Report.

The Company has identified projects in accordance with Schedule VII of the Companies Act, 2013, such as eradication of poverty women empowerment, education, health care and such other projects. The Annual Report on CSR activities for the FY 2022-23 is annexed to this report as ‘Annexure - A’

AUDITORS AND AUDITORS’ REPORT:

Statutory Auditors:

M/s. S R B C & Co LLP Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E300003) were re-appointed as Statutory Auditors for the Second Term to hold office till the conclusion of 20^th AGM to be held in 2027, subject to ratification of their appointment

at p\/prv Anni lal (Apnpral Mpptina

M/s. S R B C & Co LLP have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

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

Cost Auditors:

Pursuant to the provisions of Section 148 ofthe Companies Act, 2013, M/s. KV Melwani & Associates, Cost Accountants (Registration number 100497) were appointed as the Cost Auditors of the Company to conduct audit of the Company''s Cost Accounting Records in respect of the products of the Company for the Financial Year 2022 - 2023 at the remuneration of H 1,75,000 (Rupees One Lakh Seventy Five Thousand) per annum plus Goods and Service Tax (GST) and out of pocket expenses.

Your Company has received consent from M/s. K V Melwani & Associates, Cost Accountants, to act as the Cost Auditors of your Company for the Financial Year 2023-2024 along with a certificate confirming their independence. As per the provisions ofthe Companies Act, 2013, a resolution seeking approval of the Shareholders ratifying remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the Cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunderThe Cost Audit Report for the Financial Year 20212022 was filed with the Ministry of Corporate Affairs on 22.10.2022.

Secretarial Auditors:

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2023. The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31^st March, 2023 is annexed to this report as ‘Annexure - B’.

Internal Auditor:

M/s. C N K Khandwala & Associates, Chartered Accountants was appointed as Internal Auditors for Financial Year 2022-2023 to carry out the periodic audit as per the scope of work approved by the Audit Committee.

Frauds Reported by Auditors:

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

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

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

RELATED PARTY TRANSACTIONS (RPT):

All Related Party Transactions entered during the Financial Year were on an Arm''s Length Basis and were in the ordinary course of business. The Company has not entered in to materially Related Party Transactions i.e., exceeding 10% or more of the turnover of the Company with related parties, which may have a potential conflict with the interest of the Company at large. Hence, no transactions are required to be reported in Form AOC-2.

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

As required under Regulation 23 of the Listing Regulations, the Company has framed a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the website of the Company at https://www. Meghmanifinechem.com/corporate-governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy (“Policy”) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the LODR requirements. The Policy is applicable to all Directors and Employees of the Company. The Policy is to deal with instance of unethical behaviour, actual or suspected fraud or violation of Company''s code of conduct, if any. The said Policy is available on the website of the Company at

https://www.Meghmanifinechem.com/corporate-governance.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaint Committee (ICC) as per requirement of the Act which is responsible for redressal of complaints relating to sexual harassment against woman at workplace. The Sexual Harassment of Women Policy formed is available on the website of the Company at https://www. Meghmani finechem.com/corporate-governance.

During the year, no complaint was lodged with the ICC nor any such instance was reported and the management was happy to take the same on record.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and Employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as Annexure - C. However as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees'' remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary of the Company

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section I34(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ‘Annexure - D’

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

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

CORPORATE GOVERNANCE:

The Report on Corporate Governance for FY2023, as per regulation 34(3) read with Schedule V of the Listing Regulations along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 34(2)(e) of the Listing Regulations, a detailed report on the Management Discussion and Analysis forms part of this Annual Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section I34(3)(a) of the Companies Act, the Annual Return as on 3I^st March, 2023 of the Company is available on Company''s website and can be accessed, at

https://www.meghmanifinechem.com/corporate-governance.

BUSINESS RESPONSIBLITY AND SUSTAINIBILITY REPORT:

As per Regulation 34 of Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) as a separate section forms part this Annual Report.

INSURANCE:

The Company''s Plant, Property Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy The Company has

insurance coverage for Product Liability and Public Liability Policy and Commercial General Liability (CGL). It also maintains various other types of insurance, such as Erection All Risk Policy for its major capital expenditure projects, Directors'' and Officers'' liability Transit cover; Charterers'' liability cover Marine policy and Employee Benefit Insurance policies. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as a Chemicals manufacturer, environmental safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

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

DETAILS OF NODAL OFFICER:

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of Nodal Officer of the Company for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:

Name: Mr. Kamlesh Mehta

Designation: Company Secretary and Compliance Officer

Postal Address: “Meghmani House”, B/h Safal Profitaire,

Corporate Road, Prahladnagar Ahmedabad - 380 015, Gujarat. Telephone No.: 91 79 7176 1000

E-mail ID: [e-mail]

The Company has also displayed the above details of Nodal Officer at its Website at www.meghmanifinechem.com

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

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

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

(B) Annual Listing Fee:

The Company is listed with National Stock Exchange of India Limited and BSE Limited and paid Annual Listing fee to both the Stock Exchanges.

(C) No One Time Settlement:

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

ACKNOWLEDGMENT:

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

For and on behalf of the Board Maulik Patel

Date: 25^th April, 2023 Chairman & Managing Director

Place: Ahmedabad

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Mar 31, 2022

Your Directors have pleasure in presenting 15th (Fifteenth) Annual Report and Audited Financial Statement of the Company for the Financial Year ended on 31st March, 2022

1. FINANCIAL RESULTS: -

Particulars	Year ended on 31st March, 2022	(H in Lakhs) Year ended on 31st March, 2021
Revenue from Operations	1,55,094.14	82,860.03
Other Income	411.08	218.90
Total Revenue	1,55,505.22	83,078.93
Profit Before Finance Cost & Depreciation	50,948.74	26,132.71
Finance Cost	4,427.02	2,911.37
Depreciation	8,590.56	7,354.48
Profit Before Tax	38,342.24	16,085.76
Payment & Provision of Current Tax	6,927.28	2,816.76
Deferred Tax Expenses/(Income)	6,096.28	3,185.10
Profit After Tax	25,278.68	10,083.90

2. COMPOSITE SCHEME OF ARRANGEMENT:-

Pursuant to the approval of the Composite Scheme of Arrangement by NCLT Ahmedabad Bench vide its order dated 03 May 2021 (the "Order"), the Company filed the listing application with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and Equity Shares were listed on NSE and BSE on August 18, 2021.

3. SHIFTING OF REGISTERED OFFICE OF THE COMPANY :-

Pursuant to Section 12 and Section 13 of the Companies Act, 2013 ("the Act") and any other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Members of the Company has approved the Special Resolution through Postal Ballot for shifting the registered office of the Company from Bharuch District to Ahmedabad District to be effective from 12th March, 2022.

4. COVID-19 PANDEMIC & IMPACT ON OUR BUSINESS :-

The Company has evaluated the impact of Covid 19 pandemic on its business operations, liquidity, assets and financial position and based on management''s review of current indicators and economic conditions there is no material impact and adjustments required on its financial results.

However, the impact assessment of Covid -19 is a continuous process given the uncertainties associated

with its nature and duration and accordingly the impact may be different from that estimated as at the date of approval of these financial results. The Company will continue to monitor any material changes to future economic conditions and its impact, if any.

5. STATE OF COMPANY''S AFFAIRS :-

The highlights of the Company''s performance for the year ended 31st March, 2022 : -

i) REVENUE FROM OPERATIONS:-

The Revenue from Operations of the Company increased by H72,234.11 Lakhs i.e. from H82,860.03 Lakhs in FY 2021 to H1,55,094.14 Lakhs in FY 2022, mainly due to increase in sales quantity of Caustic Lye and Hydrogen Peroxide and increase in ECU price.

ii) OTHER INCOME :-

Other Income increased by H192.18 Lakhs i.e. from H218.90 Lakhs in FY 2021 to H411.08 Lakhs

in FY 2022.

The increase in other income mainly comprises of receipt of Business Interruption (Loss of Profit) Insurance Claim and Foreign Exchange Gain.

iii) EARNING BEFORE INTEREST, TAX DEPRECIATION & AMORTIZATION (EBITDA):-

EBITDA has increased by H24,816.03 Lakhs i.e. from H26,132.71 Lakhs in FY 2021 to H50,948.74 Lakhs in FY 2022.

iv) PROFIT BEFORE TAX (PBT): -

Profit Before Tax (PBT) has increased by H22,256.48 Lakhs i.e. from H16,085.76 Lakhs in FY 2021 to H38,342.24 Lakhs in FY 2022. The major reasons for increase in profit are:-

• Higher Sales Volume

• Higher Capacity Utilization

• Increase in ECU realization in ChLoraLkali

• Positive impact of Mark to Market provision.

• Increase in Sales realization of ChLoraLkali, Hydrogen Peroxide and ChLoromethane

• Additional Sales Volume of Caustic and Hydrogen Peroxide

V) CONSOLIDATED FINANCIAL STATMENT

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, read with Regulation 33 of SEBI Listing Regulation the Company has prepared Consolidated Financial statements of the Company and its subsidiary Meghmani Advanced Sciences Limited, which forms part of this report.

6. DIVIDEND :-

The Company in view of on-going expansion project has decided not to recommend final dividend to Equity Shareholders for FY 2021-22.

Further, as per the requirement of Regulation 43A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 [SEBI LODR Regulations, 2015], Dividend Distribution Policy approved by Board is uploaded on the website of the Company.

7. AMOUNT TO BE TRANSFERRED TO RESERVES :-

The Company has transferred H Nil to the General Reserve Account subject to approval of Annual Accounts by the Shareholders at this Annual General Meeting (hereinafter referred to as "AGM").

8. SHARE CAPITAL :-

Pursuant to the approval of Composite Scheme of Arrangement, the Authorised Equity Share Capital of the Company has increased by H2,550 Lakhs, i.e. From H9500 Lakhs to H12,050 Lakhs. The Company has issued 2,39,03,029 fully paid Equity Shares of H10/-each to the Shareholders of Meghmani Organics Limited on 20th May, 2021 in the ratio of 1000:94.

The present paid up Equity Share Capital of the Company as on 31st March, 2022 is 4,15,50,158 Equity Shares of H10 each.

9. FINANCE :-

To fund the project of Epichlorohydrin, CPVC and Caustic Phase - III, the Company has availed term

loan of H40,000 Lakhs from State Bank of India (H19,000 Lakhs) and HDFC Bank (H21,000 Lakhs).

To finance operational requirement the Company has approached Consortium Bank for enhancement in Working Capital facilities from H18,000 Lakhs to H40,000 Lakhs. The Company is in the process of execution of documents.

10. FIXED DEPOSITS :-

The Company has not accepted the fixed deposits during the year under report.

11. ANNUAL RETURN WEB LINK :-

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Companies Act, the Annual Return as on March 31, 2022 of the Company is available on Company''s website and can be accessed, at www.meghmanifinechem.com

12. CHANGE IN NATURE OF BUSINESS, IF ANY :-

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

13. MATERIAL CHANGES AFTER THE CLOSE OF FINANCIAL YEAR :-

There is no material change after the close of financial year 2021-22.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :-

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

15. REAPPOINTMENT / CESSATION OF DIRECTORS :-

As recommended by the Nomination and Remuneration Committee, the Board of Directors, has approved the Re-appointment for a period of five (5) years and Terms of remuneration payable to the following directors subject to approval of the Shareholders at this Annual General Meeting:-

(1) Mr. Maulik Patel - Chairman & Managing Director

(2) Mr. Kaushal Soparkar - Managing Director

(3) Mr. Ankit Patel - Executive Director

(4) Mr. Karana Patel - Executive Director and

(5) Mr. Darshan Patel - Executive Director

Mr. Balkrishna Thakkar ceased to be a director on completion of Second Term of five (5) years at the close of last Annual General Meeting held on 23rd September, 2021.

As per recommendation of Nomination and Remuneration Committee, Mr. Manubhai Patel will be reappointed as Independent Director for a Second Term of 5 years at this Annual General Meeting.

16. Declaration by Independent Directors:-

The Independent Directors confirming that:-

In accordance with Section 149 (7) of the Companies Act, 2013, the Company has received declarations from ail Independent Director confirming that:-

(a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the SEBI LODR Regulations;

(b) they are not aware of any circumstance or situation, which couid impair or impact their ability to discharge duties with an objective independent judgment and without any external influence; and

(c) they have registered their names in the Independent Directors'' Databank, pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder

The Independent Directors fulfill the conditions prescribed under the SEBI LODR Regulations and are independent of the management of the Company

17. KEY MANAGERIAL PERSONNEL (KMP) :-

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

1. Mr. Kaushai Soparkar - Chief Executive Officer

2. Mr. Kamiesh Mehta - Company Secretary

3. Mr. Sanjay Jain - Chief Finance Officer

18. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :-

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressai) Act, 2013 read with rules made thereunder, our Company has constituted Internai Compiaints Committees at various iocations as per requirement of the Act which are responsibie for redressai of compiaints reiating to sexuai harassment against woman at workpiace. During the year under review, there were no compiaints pertaining to sexuai harassment against women.

19. MEETINGS OF BOARD: -

During the year, Five Board meetings were convened and heid respectiveiy on 05/05/2021, 20/05/2021, 10/08/2021, 26/10/2021 and 24/01/2022, in respect of which meetings proper notices were given and the proceedings were properiy recorded and signed.

20. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES :-

The Company has oniy one Subsidiary viz., Meghmani Advanced Sciences Limited incorporated on 27th January, 2021. The poiicy reiating to materiai subsidiaries as approved by the Board may be accessed on the Company''s website. A separate statement

containing the saiient features of financiai statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annuai Report.

The Company has decided to enter in to Joint Venture with ReNew Green (GJS Three) Private Limited (CIN: U40108DL2021PTC387100), a private iimited company incorporated under the Companies Act 2013, having its registered office at 138, Ansai Chamber-II, Bikaji Cama Piace, New Deihi -110066 and corporate office at Commerciai Biock-1, Zone-6, Goif Course Road, DLF City Phase-V, Gurugram - 122009, Haryana to set up a grid connected 18.34 Wind- Soiar Hybrid Project at Viiiage Otha, Taiuka Mahuva, District- Bhavanagar, Gujarat.

21. AUDITORS:-

(A) STATUTORY AUDITORS:-

The First term of five years of appointment of Statutory Auditors, M/s. SRBC & Co LLP, Chartered Accountants (Firm Registration No. 324982E / E 300003) are expiring at the ensuing 15th Annuai Generai Meeting of the Company. As recommended by Audit Committee, the Board has approved reappointment of SRBC & Co LLP, Chartered Accountants, Ahmedabad (Firm Registration No. 324982E / E 300003) for Second term of Five (5) years period from Ciose of 15th Annuai Generai Meeting to be heid on 27th June, 2022 to 20th Annuai Generai Meeting to be heid in 2027, subject to ratification of approvai of reappointment at the intervening Annuai Generai Meeting.

(B) SECRETARIAL AUDITOR: -

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Manageriai Personnei) Ruies, 2014, the Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretariai Audit of the Company for the FY. 202223. The Secretariai Audit Report for the financiai year 2021-22 is appended as "Annexure - D".

(C) COST-AUDITOR: -

Your Directors on the recommendation of Audit Committee, appointed M/s. K Meiwani - Cost Accountants (Registration number 100497) for the financiai year 2022-23. As per the Companies Act, 2013, the resoiution seeking ratification and approvai of remuneration payabie to the Cost Auditor is piaced before the Members for approvai at this Generai Meeting.

(D) INTERNAL AUDITOR

M/s. C N K Khandwaia & Associates, Chartered Accountants has been appointed as Internai Auditor for the Financiai Year 2022-23.

22. COMMENTS ON AUDITORS'' REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on 31st March, 2022.

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

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

24. INTERNAL FINANCE CONTROL SYSTEM AND THEIR ADEQUACY :-

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

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

The Company gets its financial statements reviewed every quarter by its Statutory Auditors. The accounts of the Company are audited and certified by Statutory Auditors for consolidation.

The Auditors of the Company has not reported any fraud as specified under Second proviso of Section 143(12) of the Companies Act, 2013 including any statutory modifications or re-enactments thereof for the time being in force.

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

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

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :-

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014,

the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in the Corporate Governance Report.

The Company has identified projects in the areas of Eradication of poverty, women empowerment women education, health care and such other projects which are in accordance with Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities for the Financial Year 2021-22 is annexed herewith as "Annexure - B"

During the year the Company has spent H275.00 Lakhs towards Corporate Social Responsibility (CSR) leaving H85.00 Lakhs as unspent amount. The Company opened the current account under the name Meghmani Finechem Limited - Unspent CSR amount with Kotak Mahindra Bank Limited and transferred unspent amount of H85.00 Lakhs of FY 2021-22. The Fund transferred will be spent over a period of three years plus the year on which account is opened for ongoing project.

26. RELATED PARTY TRANSACTIONS (RPT) :-

All Related Party Transactions entered during the financial year were on an Arm''s Length Basis and in the ordinary course of business. The Company has entered in to Material Related Party transactions i.e., exceeding 10% of the Annual Consolidated Turnover or H1000 Cr whichever is less as per the last audited financial statements. Hence, transactions entered are reported in Form AOC-2 as "Annexure - C" . which form part of this Annual Report.

During the year, all related party transactions were placed before the Audit Committee and the Board for approval. The Company is to take Members approval to ratify the material Related Party Transactions entered with Meghmani Organics Limited at this General Meeting.

27. COST-AUDIT :-

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company is required to be audited by a Qualified Cost Accountant.

28. SHARES ISSUED :-

Pursuant to the approval of Composite Scheme of Arrangement, the Authorised Equity Share Capital of the Company has increased by H2,550 Lakhs, i.e. From H9,500 Lakhs to H12,050 Lakhs. The Company has issued 2,39,03,029 Equity Shares to the Shareholders of Meghmani Organics Limited on 20th May, 2021 in the ratio on 1000:94.

No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 (Act) in respect of voting rights not exercised directly by the employees of the

Company as the provisions of the said Section are not applicable.

29. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY

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

30. BOARD PERFORMANCE EVALUATION :-

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

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

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

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

31. REMUNERATION POLICY :-

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

A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the Nomination and

Remuneration Committee shall ensure / consider the following:

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

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

32. DIRECTORS'' RESPONSIBILITY STATEMENT :-

To the best of their knowledge and belief and according to the information and explanation obtained the Board hereby submits its responsibility Statement in accordance with the provisions of Section 134(5) of the Companies Act, 2013: —

a) In the preparation of the Annual Accounts for the year ended on 31st March, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2022 and of the profit of the Company for the year ended on 31st March, 2022.

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

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

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

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

33. CREDIT RATING :-

The Company has been assigned Long Term Rating CRISIL AA-/Stable (Reaffirmed) to its various bank facility of H85,000 Lakhs by CRISIL Limited (Rating Agency) vide its letter no RL/GDS12080/283464/ BLR/1221/22977 dated 22 December 2021.

34. AUDIT COMMITTEE MEETING

The Audit Committee comprises of four members. During the year four Audit Committee meetings were convened and held on 20/05/2021, 10/08/2021, 26/10/2021 and 24/01/2022.

35. DETAILS OF NODAL OFFICER :-

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund Authority is as under:

Name: Mr. MauLik Patel

Designation: Chairman and Managing Director

Postal Address: "Meghmani House", B/h SafaL Profitaire, Corporate Road, PrahLad Nagar, Ahmedabad - 380 015, Gujarat,

Telephone No.: 91 79 7176 1000 E-maiL ID: [e-mail]

The Company has aLso dispLayed the above details of Nodal Officer at its Website at www.meghmanifinechem.com

36. PROJECTS :-

(A) STATUS OF EXPANSION

1. ECH - Project - The Company has incurred H23,566 Lakhs and is expected to Commission by Q1 FY 2023.

2. CPVC - Project - The Company has incurred H11,957 Lakhs and is expected to Commission by Q2 FY 2023

3. Caustic - III expansion with Captive Power PLant of 36 MW - The Company has incurred H20,781 Lakhs and is expected to Commission by Q2 FY 2023

(B) CHLOROTOLUENE AND ITS VALUE CHAIN.

The Company has also planned its expansion to manufacture ChLorotoLuene and its vaLue chain. The facility to produce intermediates will be setup in existing ChLor-ALkaLi Complex of Dahej, The intermediates to manufacture is used in manufacturing pharmaceuticaL and agro-chemicaL active ingredients which are amongst the fastest growing segments. The cost of ChLorotoLuene project is estimated to be H180 Cr which wiLL be funded through internaL accruaLs and is expected to be commissioned by Q4 FY 24. The Company expects annuaL revenue of H300 Cr and EBITDA margin in range of 28% from this project.

37. TO SETUP RESEARCH & DEVELOPMENT CENTRE AT AHMEDABAD :-

To continue to remain as Market Leader of ChLoraLkaLi Derivative business it is necessary to setup Research & DeveLopment (R & D) Center at a cost of H18 Cr. The Company has identified the PLot of 10,000 Square Meter in Changodar - Industrial Area, Near Ahmedabad.

38. PARTICULARS OF EMPLOYEES:-

The appLicabLe information required pursuant to Section 197 of the Companies Act, 2013 read with RuLe(5) of the Companies (Appointment and Remuneration of ManageriaL PersonneL), RuLes 2014 in respect of the empLoyees are as under.

i. Median Remuneration of empLoyees for FY 202122 H33,433

ii. Ratio of remuneration of each Director to the median empLoyee''s is 79

iii. Percentage increase in remuneration of each Director, CFO, CEO, CS or Manager, if any

Sr. Name Designation % increase No.
1	Mr. MauLik PateL	Chairman & Managing Director	15.78
2	Mr. KaushaL Soparkar	Managing Director	15.78
3	Mr. Ankit PateL	Executive Director	15.78
4	Mr. Karana PateL	Executive Director	15.78
5	Mr. Darshan PateL	Executive Director	15.78
6	Mr. KamLesh Mehta	Company Secretary	NiL
7	Mr. Sanjay Jain	Chief FinanciaL Officer	10.00

iv. The number of permanent empLoyees on the roLLs of Company is 869.

v. The remuneration paid to Working Directors is as per remuneration poLicy of the Company.

vi. No empLoyee was empLoyed throughout the financiaL year receiving remuneration in aggregate, of H102 Lakhs per annum or more.

vii. No EmpLoyee was empLoyed for a part of the financiaL year at an aggregate saLary of H8.5 Lakhs per month or more.

39. CORPORATE GOVERNANCE

The Report on Corporate Governance for FY 2022, as per Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015 forms a part of this Annual Report. The Certificate from Practicing Company Secretary confirming the compliance with the conditions of corporate governance is annexed to this Report.

40. MANAGEMENT DISCUSSION AND ANALYSIS :-

As per Clause 34(2) (e) of SEBI LODR Regulations, 2015, a detailed report on the Management discussion and Analysis is provided as a separate section is annexed to this Annual Report.

41. BUSINESS RESPONSIBILITY REPORT :-

As per the provisions of Regulation 34(f) SEBI LODR Regulations, the Business Responsibility Report (BRR) is annexed as "Annexure - E" to this Annual Report.

42. INSURANCE :-

The Company''s Plant, Property, Equipment and Stocks are adequately insured under the Industrial AH Risk (IAR) Policy. The Company has insurance coverage for Product Liability and Public Liability Policy and Commercial General Liability (CGL).

It also maintains various other types of insurance, such as Erection ALL Risk for its major capital expenditures projects, Directors'' and Officers'' liability, transit cover and empLoyee benefit insurance poLicies. The Company covers the properties on fuLL sum insured basis on repLacement vaLue. The scope of coverage, insurance premiums, poLicy Limits and deductibLes are in Line with the size of the Company and its nature of business.

43. ENVIRONMENT :-

As a responsibLe corporate citizen and as a chemicaLs manufacturer environmentaL safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compLiant of stipuLated poLLution controL norms.

44. INDUSTRIAL RELATIONS :-

The relationship with the workmen and staff remained cordiaL and harmonious during the year and management received fuLL cooperation from empLoyees.

45. RISK MANAGEMENT COMMITTEE :-

The Company has constituted the Risk Management Committee of Directors and Members of the Risk Management Committee are:-

1. Shri Manubhai Patel - Chairman

2. Shri Sanjay Asher - Member

3. Shri MauLik PateL - Member

Pursuant to provisions of Regulations 17 & 21 of SEBI LODR Regulations and Sections 134 & 177

of the Companies Act, 2013 ("the Act") and other appLicabLe provisions, if any, the Board of Directors of the Company is in the process of framing the "Risk Management PoLicy".

46. VIGIL MECHANISM / WHISTLE BLOWER POLICY :-

The Company has formuLated a VigiL Mechanism-cum-WhistLe BLower Policy ("Policy") as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The PoLicy is appLicabLe to aLL Directors and EmpLoyees of the Company. The PoLicy is to deaL with instance of unethicaL behaviour, actuaL or suspected fraud or vioLation of Company''s code of conduct, if any. The WHISTLE BLOWER POLICY is posted on the website of the Company.

47. OTHER DISCLOSURES AND INFORMATION :-(A) SECRETARIAL STANDARDS

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

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

(B) ANNUAL LISTING FEE

The Company has paid AnnuaL Listing Fees to National Stock Exchange of India Limited BSE Limited.

(C) NO ONE TIME SETTLEMENT

There was no instance of one-time settLement with any Bank or FinanciaL Institution.

48. ACKNOWLEDGMENT :-

Your Directors thank the various CentraL and State Government Departments, Organizations and Agencies for the continued heLp and co-operation extended by them. The Directors aLso gratefuLLy acknowLedge aLL stakehoLders of the Company viz. Customers, Members, DeaLers, Vendors, Banks and other business partners for the exceLLent support received from them during the year. The Directors pLace on record unstinted commitment and continued contribution of the EmpLoyee to the Company

For and on behalf of the Board Maulik Patel

Place: Ahmedabad Chairman & Managing Director

Date: 25 April, 2022 (DIN-02006947)