Directors Report of Laffans Petrochemicals Ltd.

Mar 31, 2025

The Board of Directors of the Company are pleased to present the 32^nd Annual Report of the Company along with
the Audited Financial Statements for the financial year ended on March 31^st, 2025

1. FINANCIAL SUMMARY/ HIGHLIGHTS/ OPERATIONS STATE OF AFFAIRS

The Financial performance of the company for the year ended on March 31, 2025 is summarized below:

[in Lacsl

Particulars	Year ended on 31.03.2025	Year ended on 31.03.2024
Total Revenue	1,384.05	1,413.82
Less: Total Expenses	1,127.69	1,034.02
Profit before exceptional items and Tax	256.36	379.80
Less: Current tax for the year and prior year	4.15	60.00
Less: Deferred tax liability	51.82	59.37
Profit after taxation	200.39	260.43

2. TRANSFER TO RESERVE:

Your Board of Directors has not recommended transferring any amount to General Reserves.

3. DIVIDEND:

During the year under review to conserve the cash, your Board of Directors has not recommended any dividend.
The Board has decided to retain all earnings for the current period and such retained earnings will be used to
fund future investments and support the company’s continued growth.

4. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant
circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven
years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no
amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and
Section 125(2) of the Act.

5. SHARE CAPITAL:

During the year under review the Company has neither issued nor allotted any further Shares and accordingly
there was no change in share capital of the Company. The paid up Equity Share Capital of the Company as
on March 31, 2025 is Rs. 8,00,00,000/- divided into 80,00,000 Equity Shares of Rs. 10/- each.

6. OPERATING & FINANCIAL PERFORMANCE & INTERNAL CONTROL:

• Performance of the Company:

Your company has generated gross revenue of Rs.1,384.05 Lacs as compared to Rs. 1413.82 Lacs in the
previous year. The revenue from operations by way of trading during the year amounted to Rs 816.10
Lacs compared to Rs. 605.82 Lacs in the previous year. The company had started in its financial year
imports of chemicals from Dubai and is seeking opportunities towards Leasing and Rental Services and
commodities based on its past experience.

• Performance of Subsidiary Companies/Associate Companies/Joint Ventures:

The Company does not have any Subsidiary or Holding or Associate Company.

• Internal Control:

The Company has in place and established internal control system designed to ensure proper recording of
financial and operational information and compliance with various internal controls and other regulatory and
statutory compliances. Code of Internal controls which require that the Director review the effectiveness of
internal controls and compliances controls, financial and operational risks, risk assessment and management
systems and related party transactions, have been complied with.

Company’s Policies on Remuneration, Whistle Blower and also Code of Conduct applicable to Directors
and Employees of the Company has been complied with. These Policies and Code of Conduct are available
on the Company’s website : https://laffanspetrochemical.com

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:

The Company’s Board of Directors is made up of highly respected individuals with proven abilities and
strong ethical principles. They bring a wealth of experience, financial expertise, and leadership skills to the
table. Furthermore, they are deeply committed to the Company’s success and invest significant time in Board
Meetings and preparation.

To comply with Listing Regulations, the Board has carefully identified the essential skills, expertise, and
competencies needed by its Directors to effectively manage the Company’s operations. These details are
outlined in the Corporate Governance Report.

As on the date of this report, the Board of Directors comprises of 5 Directors, out of which 3 are Independent
Directors. The composition of the Board complies with the requirements prescribed in the Listing Regulations.
Particulars of Changes to the Board
Appointment/Re-appointment

Mr. Roshan Narayandas Chowdhry (DIN: 09454405) was appointed as an Independent Director by Board on
June 18, 2024 and approved by members of the Company in 31^st Annual General Meeting held on July, 12,
2024.

Cessation

During the year under review, Mr. Rajesh Udharam Thadani (DIN: 00009889) vacated the office due to
completion of his term as an Independent Director as on November 13, 2024.

Directors liable to retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Anisha Seth (DIN:
06867960), Director of the Company retires by rotation at the ensuing 32^nd Annual General Meeting (“AGM”)
of the Company and being eligible, offers herself for re-appointment at the ensuing AGM.

The Board on the recommendation of the Nomination & Remuneration Committee (“NRC”) has recommended
her re-appointment.

Details of Mrs. Anisha Seth (DIN: 06867960) is provided in the “Annexure - 1 & 2” to the Notice, in
accordance with the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings
(“SS- 2”), issued by the Institute of Company Secretaries of India.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, the
Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of
Independence as prescribed in the Companies Act, 2013 and the Listing Regulations, and are not aware of any
situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge
duties as an Independent Director with an objective independent judgement and without any external influence.
Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation
25(9) of the Listing Regulations.

Further, in terms of Section 150 of the Act and declaration in compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs
(“MCA”) Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data
Bank created by MCA for Independent Directors, has been received from all the Independent Directors.

Mr. Deepak Jagannath Roy (DIN: 08023836), Mr. Gajraj Ramsuphal Mishra (DIN: 09454405) and Mr. Roshan
Narayandas Chowdhry (DIN: 01625827) are Non-Executive Independent Directors as on March 31, 2025.

The Company has formulated a policy on ‘familiarisation programme for independent directors’ which is
available on the Company’s website at the link: https://laffanspetrochemical.com/investor/

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Companies Act, 2013 following are the Key Managerial Personnel
of the Company as on March 31, 2025:

1) Mr. Sandeep Seth (DIN: 00316075), Managing Director,

2) Mrs. Anisha Seth (DIN: 06867960), Whole-time Director

3) Mr. Mahalinga Booba Kotian, Chief Financial Officer

4) Mrs. Nazneen Khan Company Secretary and Compliance Officer*

5) Ms. Vaishali Rathod, Company Secretary & Compliance Officer **

*Mrs. Nazneen Khan resigned as Company Secretary and Compliance Officer w.e.f January 2, 2025.

**Ms. Vaishali Narendra Rathod was appointed as Company Secretary and Compliance Officer w.e.f
January 6, 2025.

8. EVALUATION OF THE BOARD’S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board and Nomination
& Remuneration Committee has carried out an Annual Performance Evaluation of the Board, the Directors
individually as well as the evaluation of the working of its various Committees. The Board of Directors and
Nomination & Remuneration Committee expressed their satisfaction with the evaluation process.

In a separate meeting of all the Independent Directors held on January 27, 2025, the performance evaluation
of the Chairman taking into account the views of executive Directors and non-executive Directors, Non¬
Independent Directors and the Board as a whole was carried out by the Independent Directors. The Independent
Directors expressed their satisfaction with the evaluation process.

Feedback was sought by way of a structured questionnaires which covers various aspects such as Board’s
functioning, effectiveness and contribution to Board processes, adequacy, appropriateness and timeliness
of information, performance of the Board, attendance, acquaintance with business, communication inter-se
between board members, effective participation, domain knowledge, compliance with code of conduct, vision,
and strategy, etc.

The performance evaluation of all the Directors, Committees and the Board was carried out by the Nomination
& Remuneration Committee, Independent Directors and Board at their respective meetings and they have
expressed their satisfaction with the evaluation process.

9. SUCCESSION PLAN

The Board of Directors has satisfied itself that plans are in place for orderly succession for appointment of the
Board of Directors and Senior Management.

10. PARTICULARS OF EMPLOYEES:

The information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the
Company has no person in its employment drawing salary of One Crore and Two Lakh Rupees per annum
or Eight Lakh and Fifty Thousand Rupees per month as defined under the provisions of Section 197 of the

Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 for the financial year:

a) The ratio of the remuneration of Directors to the median remuneration of the employees of the Company
for the financial year 2024-2025:

Executive Directors	Ratio to median remuneration
Mr. Sandeep Seth	42,00,000: 1,62,000 = 25.93:1
Mrs. Anisha Seth	24,00,000: 1,62,000 = 14.81:1

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year;

During the year under review, there was no change in remuneration paid to all the Executive Directors
(including Whole-time Director and Manager, if any)

The percentage increase in remuneration of Chief Financial Officer is 4.61%

Further there was no change in remuneration Company Secretary.

c) The percentage increase in the median remuneration of employees in the Financial Year 2024-25- 14.67%

d) The number of permanent employees on the rolls of Company as on 31.03.2025 - 15

e) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:

Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year is 11.44%. There is no increase in in the managerial remuneration in comparison
to previous year.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirm that the remuneration is as per the remuneration policy of the Company.

11. AUDITORS OF THE COMPANY :

a. Statutory Auditors and Report

At the Annual General Meeting held on July 17, 2023, M/s. Parveen Lokwani & Co. (FRN 143818W),
Statutory Auditors of the Company were appointed as statutory auditors of the Company for a term of 5
(five) years from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM at such remuneration
as may be determined by the Board of Directors and the said Auditors from time to time.

M/s. Parveen Lokwani & Co. has furnished a certificate of their eligibility and consent under section 139
and 141 of the Act read with the Companies (Audit and Auditors) Rules 2014 for holding the office as
the Statutory Auditors of the Company. In terms of the Listing Regulations, the Auditors have confirmed
that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditor’s Report on the Financial Statements for the Financial Year ended on March 31,
2025 does not contain any qualification, reservation, adverse remark or disclaimer. The report given by
the Statutory Auditors on the Financial Statements of the Company forms part of this Annual.

b. Internal Auditor

The Board of Directors at their meeting held on May 21, 2024 had appointed M/s. Pushp K. Sahu & Co,
Chartered Accountants, as Internal Auditor of the Company for the Financial Year 2024-25. The Internal
Auditor have been periodically reporting to the Audit Committee with regards to their audit process and
key audit findings during the year.

c. Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit)
Amendments Rules, 2014 as the turnover of the Company for the Financial Year 2024-25 was less than
Rupees 35 Crores.

d. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation
of the Audit Committee, had appointed M/s. Nidhi Bajaj & Associates (COP No.: 14596), Practicing
Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force)
(‘the Act’) and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), every listed company is required
to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board’s report,
prepared under Section 134(3) of the Act. Additionally as per the recent amendment in SEBI LODR, a
listed entity must appoint an individual as Secretarial Auditor (Peer Reviewed) for a maximum one term
of five consecutive years, with member’s approval to be obtained at the Annual General Meeting.
Accordingly, the Audit Committee and the Board of Directors at their meeting held on May 23, 2025, has
recommended the appointment of M/s. Zankhana Bhansali & Associates, Practicing Company Secretaries
(COP No. 10513) as the Secretarial Auditor of the Company for a period of five (5) consecutive years,
commencing from April 1, 2025 to March 31, 2030, subject to approval of the Members at the Annual
General Meeting. Furthermore, in terms of the amended regulations, M/s. Zankhana Bhansali & Associates
has provided a confirmation that they have subjected themselves to the peer review process of the Institute
of Company Secretaries of India and holds a valid peer review certificate. M/s. Zankhana Bhansali &
Associates has provided a declaration to that effect that they are not disqualified from being appointed
as Secretarial Auditor and that they have not taken up any prohibited non secretarial audit assignments
for the Company, its holding and subsidiary companies. While recommending M/s. Zankhana Bhansali
& Associates for appointment, the Board and the Audit Committee evaluated various factors, including
the firm’s capability to handle a diverse and complex business environment, its existing experience in the
Company’s business segments, its industry standing, the clientele it serves, and its technical expertise.
M/s. Zankhana Bhansali & Associates was found to be well-equipped to manage the scale, diversity, and
complexity associated with the Secretarial Audit of the Company.

The Secretarial Auditor has conducted an audit as per the applicable provisions of the Companies Act,
2013 and Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of
Section 204 of the Companies Act, 2013 read with Rules framed thereunder for the financial year ended
March 31, 2025 has been annexed to this Board Report and marked as Annexure ‘I’ and forms part of
the Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

12. ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with the Regulation 24A of the Listing Regulations and the SEBI Master Circular SEBI/HO/CFD/
PoD-1/P/CIR/2024/0154 dated November 11, 2024, the Company has undertaken an audit for the Financial
Year 2024-25 for all the applicable compliances as per Securities and Exchange Board of India Regulations
and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by M/s.
Nidhi Bajaj & Associates (COP No.: 14596) has been submitted to the Stock Exchanges within the prescribed
timelines. Annual Secretarial Compliance Report does not contain any qualification, reservation, adverse
remark or disclaimer.

13. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and
‘General Meetings’, respectively, have been duly complied by the Company.

14. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, required
to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014 is annexed to this report as Annexure ‘II’ and forms part of it.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE
REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation
34 read with Schedule V (B) of Listing Regulations is presented in a separate section as PART A of Annexure
‘III’ forming part of the Annual Report.

17. DEPOSITS:

Your Company had not accepted the deposits from the public as per Section 74 of Companies Act, 2013 read
with Rule 20 of the Companies (Acceptance of Deposits) Rules, 2014.

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

The details of the Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 by
the Company, to other Body Corporate or persons are given in notes to the Financial Statements.

19. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES:

Your Company does not have any Subsidiary /Joint Venture Company

20. RISK MANAGEMENT:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure
for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated
in accordance with the well-structured risk management process.

21. ESTABLISHMENT OF VIGIL MECHANISM:

Your Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013
and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns
or grievances. The Board has accepted all the recommendations of the Audit Committee during the year under
review as and when brought to their notice. The mechanism framed by the Company is in compliance with
the requirements of the Act and SEBI Listing Regulations and the same is available on the website of the
Company at www.laffanspetrochemical.

22. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year 2024-25, Six (6) Board Meetings were held on 21.05.2024, 18.06.2024, 09.08.2024,
11.11.2024, 06.01.2025 and 27.01.2025. The Board Meetings were held in compliance with the provisions of
the Companies Act, 2013.

23. COMMITTEES OF THE BOARD

The Board has constituted the following mandatory committees viz.

a. Audit Committee;

b. Nomination and Remuneration Committee; and

c. Stakeholders Relationship Committee.

The terms of reference of these committees are as required under the provisions of the respective Acts /
Listing Regulations and as determined by the Board. Meeting of each of these Committees are convened by
the respective Chairperson of the Committees and minutes of the meetings of these Committees are placed at
the Board Meetings. The details of these committees are stated in this / Annexures to this Report.

23.1. Audit Committee

The Company has duly constituted the Audit Committee in line with the requirements prescribed under the
provisions of the Companies Act, 2013 and Listing Regulations. The details of meetings of the Committee held
during the financial year under review along with attendance of members thereof, composition and changes,
if any, in the composition of Audit Committee and Role of the Audit Committee is provided in the Corporate
Governance Report annexed to this Report as PART B of Annexure ‘III’.

The Company Secretary of the Company acts as Secretary of the Committee. During the year there are no
instances where the Board had not accepted the recommendation of Audit Committee.

23.2. Nomination & Remuneration Committee & Policy

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements
prescribed under the provisions of the Companies Act, 2013 and Listing Regulations. The details of meetings
of the Committee held during the financial year under review along with attendance of members thereof,
composition and changes, if any, in the composition of Nomination & Remuneration Committee and Role
of the Committee is provided in the Corporate Governance Report annexed to this Report as PART B of
Annexure ‘III’.

The Company Secretary of the Company acts as Secretary of the Committee.

Remuneration Policy and criteria for determining attributes, qualification, independence and
appointment of Directors

The Board has framed a policy for selection and appointment of Directors, Senior Management and their
Remuneration in accordance with the provisions of the Companies Act, 2013 and Listing Regulations. The
said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence
of Directors. The Policy is available on the Company’s website at the link: https://laffanspetrochemical.com/
investor/

22.3 Stakeholders Relationship Committee

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements
prescribed under the provisions of the Companies Act, 2013 and Listing Regulations. The details of meetings
of the Committee held during the financial year under review along with attendance of members thereof,
composition and changes, if any, in the composition and Role of the Stakeholders Relationship Committee
and status of grievances received from various stakeholders during the financial year are furnished in the
Corporate Governance Report annexed to this Report as PART B of Annexure ‘III’.

The Company Secretary of the Company acts as Secretary of the Committee.

24. ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available on its website
at: https://laffanspetrochemical.com/investor/

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial control with reference to the Financial Statements
commensurate with the size, scale and complexity of its operations. A strong internal control culture is pervasive
in the Company. The Company has implemented a robust and comprehensive internal control system for all
the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational
and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and
economical and efficient use of resources. The Internal Auditors continuously monitor efficiency of internal
controls with objective of providing to the audit committee and the board of directors an independent, objective
and reasonable assurance on the adequacy and effectiveness of the organisation’s risk management, controls
and governance processes.

The systems provide a reasonable assurance in respect of providing financial and operational information,
complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with
corporate policies. Audit Committee periodically reviews the performance of internal audit system.

The Audit Committee reviews adherence to internal control systems and internal audit reports. Further, the
Board annually reviews the effectiveness of the Company’s internal control system.

26. RELATED PARTY CONTRACTS AND ARRANGEMENTS:

The Company has formulated a policy on materiality of related party transactions and manner of dealing with
related party transactions which is available on the Company’s website at the link: www.laffanspetrochemical.
com.

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in its ordinary course of business and on an arm’s length basis.

No material related party transactions were entered during the financial year by the Company. Accordingly, the
disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company
for Financial Year 2024-25 and hence does not form part of this report.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval
is obtained for related party transactions which are of repetitive nature and entered in the ordinary course
of business and on an arm’s length basis. A statement giving details of all related party transactions entered
pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its
review.

Details of transactions, contracts and arrangements entered into with related parties by the Company, during
Financial Year 2024-25, is given under Notes to Accounts annexed to Financial Statements.

27. CORPORATE GOVERNANCE REPORT

The Company is committed to uphold the highest standards of Corporate Governance and adheres to the
requirements set out by the Companies Act, 2013 and the Listing Regulations. The report on Corporate
Governance as stipulated under Regulation 34 of Listing Regulations forms part of the Annual Report as
PART B of Annexure ‘III’.The requisite certificate from M/s. Nidhi Bajaj & Associates (COP No.: 14596),
Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as
stipulated under Schedule-V of the Listing Regulations is attached to the report on Corporate Governance.

28. POLICY DEVELOPED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
(CSR):

Pursuant to Section 135 of Companies Act 2013 the Company does not fall within the criteria to contribute
towards the CSR.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted various practices on
Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (‘POSH Act’) and the Rules made thereunder. With the objective of providing a safe
working environment, all employees (permanent, contractual, temporary, trainees) are covered under this act.
During the year under review, there were no Complaints pertaining to sexual harassment.

During the year 2024-25, there were no complaints received by the Committee

30. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits
its Responsibility Statement:-

a. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing
and detecting fraud and other irregularities;

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

e. the Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively and

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

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going
concern status of the Company and its future operations.

32. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the
ends of the Financial Year to which this Financial Statements relate on the date of this report.

33. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS:

The notes on the financial statement referred in the Auditor’s Report are self-explanatory and do not call for
any further comments. The Auditor’s Report does not contain any qualification, reservation, adverse remark
or disclaimer for the Financial Year 2024-25. During the year under review, the Statutory Auditor and the
Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or
Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs
to be mentioned in this Report.

34. GENERAL

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

• There was no revision in the previous financial statements of the Company.

35. CAUTIONARY NOTE

Statement in this report describing the Company’s objectives, projections, estimates, expectation and prediction
may be “forward looking statements”. Actual results could differ materially from those expressed or implied
due to variations in prices of raw materials and realization of finished goods, changes in government regulation,
tax regimes, economic developments and other incidental factors.

36. ACKNOWLEDGEMENTS

The Board of Directors places on record their grateful appreciation for the assistance and co-operation received
from the shareholders, customers, vendors, bankers, financial institutions regulatory and Governmental
authorities in India and abroad. The Board of Directors also recognize and appreciate the efforts of all the
employees that ensured accelerated growth in a challenging business environment.

By order of the Board of Directors
For Laffans Petrochemicals Limited

Sd/- Sd/-

Place: Mumbai Sandeep Seth Anisha Seth

Date: 23.05.2025 Managing Director Whole Time Director

(DIN: 00316075) (DIN: 06867960)

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Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 22nd Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015 Financial Performance:

A summary of company's financial performance for 2014-2015:

( Rs in Lakhs)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Sales for the year 65.13 4396.83

Profit before Interest& finance charges, depreciation & taxation 12.52 (68.91)

Less: Interest & finance Charges 0.15 0.61

Operating profit before depreciation & taxation 12.37 (69.52)

Less: Depreciation, amortization & impairment of asset 12.17 9.43

Profit before Exceptional Items 0.20 (78.95)

Add: Exceptional Items 0.00 0.00

Profit before taxation 0.20 (78.95)

Current Tax & Prior Year 0.00 0.00

Deferred Tax Liability (3.79) 43.92

Profit after taxation (3.59) (35.03)

Add: Balance brought forward 3,957.35 3,992.38

Profit available for appropriation 3,953.76 3,957.35

Less: Appropriation:

Transfer to General Reserve 0.00 0.00

Interim Dividend 0.00 0.00

Tax on Interim Dividend 0.00 0.00

Proposed Dividend 0.00 0.00

Provision for Tax on Proposed Dividend 0.00 0.00

Balance carried forward to Balance Sheet 3,953.76 3,957.35

Operating & Financial Performance. Internal Control:

Your company has generated gross income of Rs. 347.72 Lacs as compared to Rs. 4789.54 lacs for previous year. The income by way of trading during the year amounted to Rs.65.13 lacs compared to Rs. 4323.65 in the previous year. Income from services amounted to Rs. Nil compared to Rs. 73.18 Lacs in the previous year.

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. Code of Internal controls which require that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.

Company's Policies on Remuneration, Whistle Blower and also Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Company's website www.laffanspetrochemical.com

There is no change in the nature of the business of the Company. There were no companies which became or ceased to be the Subsidiaries, joint ventures or associate companies during the year. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitment affecting the financial position between March 31, 2015 and date of this Report of Directors.

Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31,2015. There were no unclaimed or unpaid deposits as on March 31, 2015.

Transfer to Reserve:

The Company has not transferred any amount to reserves.

Dividend:

Due to net loss of Rs. 3.59 Lacs, it would not be possible to recommend any dividend for declaration. Your Directors regret their inability to recommend any Dividend for the year under review.

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this Report of the Directors.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report.

Number of meeting of the Board:

During the year 2014-15, the Board of Directors met seven times viz. on 2nd May, 2014; 29th May, 2014; 1st July, 2014; 12th August, 2014; 14th November, 2014; 14th February, 2015 and 10th March, 2015.

The details relating to Audit Committee Meetings has been set out in the Corporate Governance Report annexed with this report which forms part of this report.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Sections 134(3) (c) read section 134(5) of the Companies Act, 2013 of the Companies Act, 2013:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for that period;

(iii) 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;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

D. Statement on declaration given by independent directors under sub-section (6) of section 149:

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement.

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report.

Particulars of loans, guarantees or investments under section 186:

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

RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:

All the contracts/ arrangements/ transactions that were entered into by the Company during the financial year with related parties were on an arm's length basis and in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction. All Related Party Transactions are placed before the Audit Committee for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www. laffanspetrochemical.com .

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis:

a) Name of the related party and nature of relationship: Mr. Sandeep Seth, Managing Director

b) Nature of transaction: Payment for Office Rent b) Duration of transaction: Not Applicable

d) Salient terms of transaction: Monthly Rent of Rs. 2,00,000/- per month

e) Date of Approval by Board, if any: Not Applicable

f) Amount paid as advances, if any: Nil

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

Risk management policy and its implementation:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Corporate Social Responsibility:

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

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and Individual Directors:

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors or key managerial personnel who were appointed or have resigned during the financial year 2014-15:

The Board of Directors had appointed Mrs. Anisha Seth (DIN: 06867960) as a woman director from 2nd May, 2014 and Whole-time Director with effect from 1st July, 2014 and the same was approved by the members in the twenty first Annual General Meeting held on September 26, 2014. She will hold Office for 5 years with effect from 1st July, 2014 as approved by the members in the 21st Annual General Meeting.

The Board also appointed Mr. Naresh Chhabria (DIN: 03463187) as an Independent Director with effect from 2nd May, 2014 and the same was approved by the members in the twenty first Annual General Meeting held on September 26, 2014. Mr. Naresh Chhabria (DIN: 03463187) will hold office till 31st March, 2019.

Mr. Rajesh Sharma ceased to be associated with the Company on account of vacation of office under section 167 of the Companies Act, 2013. Mr. Rajesh Thadani (DIN 00009889) was appointed as an Additional Director with effect from 14th November, 2014. Board hereby recommends appointing Mr. Rajesh Thadani as Independent Director at the ensuing Annual General Meeting of the Company.

During the year Company had also appointed Mr. Mahalinga B. Kotian as a Chief Financial Officer of the Company w.e.f. 10th March, 2015. During the year Company accepted resignation of Mr. Ambalal C. Patel from the post of Independent Director w.e.f. 1st July, 2014.

Re-appointments

As per the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mrs. Anisha Seth (DIN 06867960) will retire in the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board of Directors recommends his re-appointment.

AUDITORS

At the Annual General Meeting held on 26th September, 2014 M/s. S. M. Kapoor & Co., Chartered Accountants, Statutory Auditors of the Company having registration number FRN No. 104809W were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of first proviso of section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification by members at every annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S. M. Kapoor & Co., Statutory Auditors, in their report.

Internal Auditors

M/s Govind Prasad & Co, Chartered Accountants were appointed as an Internal Auditor with effect from 14th February, 2015, they performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment.

The Extract of the Annual Return in form MGT-9:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C".

PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every director's performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.

RESEARCH & DEVELOPMENT:

As Company is not into manufacturing activity, there was no Research and Development activity carried out by the Company during the financial year under review.

WEBSITE OF THE COMPANY:

The Company maintains a website www.laffanspetrochemical.com where detailed information of the company and its products are provided

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.laffanspetrochemical.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Requirements of Rule 5(1) Details

(i) the ratio of the remuneration Mr, Sandeep Seth - 9.74 : of each director to the median 1 (974%) remuneration of the employees of the company for the Mr. Jaideep Seth - 3.08 : finantial year; 1 ( 308.44%)

Mr, Rajesh Sharma - 0 : 1 ( Nil %)

Mr, Naresh Chhabria - 0 : 1 ( Nil %)'

Mrs. Anisha Seth - 3.71: 1 ( 340.91%)

Mr. Rajesh Thadani - 0 : 1 ( Nil%)

(ii) the percentage increase Mr, Sandeep Seth - in remuneration of each No increase director, Chief Financial Officer, Chief Executive Mr. Jaideep Seth - Officer, Company Secretary No increase or Manager, if any,in the financial year; Mr Rajesh Sharma - No increase

Mr, Naresh Chhabria - No increase

Mrs. Anisha Seth - No increase

Mr. Mahalinga B. Kotian (CFO)- No increase

Mr, S. R. Narayanan (CS) - No increase

Mr, Rajesh Thadani - 0 : 1 ( Nil%)

iii) the percentage increase No increase in the median remuneration of employees in the financial year;

(iv) the number of permanent 6 employees as on 31st employees on the rolls of company; March, 2015

(v) the explanation on the Average increase in remuneration relationship between average of all employees was Nil % increase in remuneration and for the year 2015 which is company performance; based on the individual's employee's performance. The total sales in the year reduced by 98.49% over previous year,

(vi) comparison of the Average increase in remuneration remuneration of the Key of all employees was Nil % Managerial Personnel against for the year 2015. the performance of the company;

(vii) variations in the market As on capitalisation of the company, 31.03.2014 price earnings ratio as at the closing date of the current BSE 8.30 financial year Store Price Vadodara Not Traded and previous financial year Stk Ex Not Traded and percentage increase DelhiStk Ex Not Traded over decrease in the market quotations of the shares of As on % increase the company in comparison to 31.03.2015 the rate at which the company came out with the last public BSE 9.25 11.45% offer Vadodara Not Traded Not Traded Stk Ex Not Traded Not Traded DelhiStk Not Traded Not Traded Ex

The Company has not made any public issue or right issue of the securities in the last 15 years, so comparison have not been made of current share price with public offer price. The Company's shares are listed on Bombay, Vododara and Delhi Stock Exchanges.

(viii) average percentile No increase in Salaries of increase already made in the Employees during the Financial salaries of employees other Year 2014-15. than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

(ix) comparison of the each The remuneration of Key remuneration of the Key Managerial Personnel has Managerial Personnel against not been increased in the performance of the company; 2014-15, compared to 2013-14, whereas the Net loss during the 2014-15 reduced substantially compared to 2013-14.

(x) the key parameters for There is no variable component any variable component of of remuneration availed by any remuneration availed by the of the directors. directors;

(xi) the ratio of the The Managing Director is the remuneration of the highest highest paid Director. paid director to that of the No employee received employees who are not directors remuneration higher than but receive remuneration in the Managing Director excess of the highest paid director during the year; and

(xii) affirmation that the Remuneration paid during the remuneration is as per the year ended March 31, 2015 is remuneration policy of the as per Remuneration policy company. of the Company

* Mr. Rajesh Sharma ceased to be associated with the Company w.e.f. 10th March, 2015

** Mr. Rajesh Thadani has been appointed as an Additional Director w.e.f 14th November, 2014

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Secretarial Audit

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report from M/s. Ragini Chokshi & Co., Company Secretaries in Practice which is annexed herewith as "Annexure D..

Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied with the fullest extent. Regarding observation relating to taking on records the disclosure of interest given by all the directors in second Board Meeting instead of first Board Meeting of the financial year, the same happened because in the first Board Meeting 2 new directors were appointed and they also gave their disclosures in that Board Meeting, therefore it was decided to take on record disclosure of interest received from all the directors in next Board Meeting.

With respect to the observation relating to Clause 41 of the Listing Agreement, it is hereby clarified that the intimation of Board Meetings were published in newspaper but Company has not kept Newspaper cuttings in its records which will be taken care henceforth.

Vigil mechanism/whistle Blower Policy:

The Company has established a vigil mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Following details are also available on the website of the Company i.e on www.laffanspetrochemical.com

1. The details of such familiarisation programmes

2. The policy on Related Party Transactions

3. Code of conduct for Board of Directors and Employees

4. Code of internal procedure and conduct under insider trading regulation.

5. Policy on Board Diversity

6. Nomination & Remuneration Policy etc.

Management Discussion and Analysis Report:

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report.

CAUSIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward looking statements.

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along with Statutory Auditor's certificate on its compliance.

Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Governments of Gujarat & Maharashtra, Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors

Sandeep Seth Jaideep Seth Place: Mumbai Managing Director Director Dated: May 29, 2015 (DIN 00316075) (DIN 03130620)

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Mar 31, 2014

Dear fellow members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Rs. in Lacs

PARTICULARS 31.03.2014 31.03.2013

Sales and other income 4789.54 1082.75

Profit/Loss before depreciation, (68.91) 864.53 Tax and interest

Interest 0.61 0.71

Profit/Loss before depreciation (69.52) 863.82 and tax

Depreciation for the year 9.43 9.29

Profit/Loss before Tax (78.95) 854.53

Provision for Tax - (178.00)

Deferred Tax Assets/(Liability) 43.92 42.99

Profit after tax (35.03) 719.52

Prior year Tax adjustments 0.00 0.00

Balance in P & L Account 3992.38 3272.86

Balance available for appropriation 3957.35 3992.38

Transfer to General Reserve Nil Nil

Balance carried to Balance Sheet 3957.35 3992.38

OPERATION:

Your company has generated gross income of Rs. 4789.54 lacs as compared to Rs. 1082.75 lacs for previous year. The income by way of trading during the year amounted to Rs.4323.65 lacs compared to Rs. 504.03 in the previous year. Income from services amounted to Rs.73.18 Lacs compared to Rs.68.20 Lacs in the previous year. The previous years profitability figures are not comparable as it included a one time exceptional gain.

DIVIDEND:

Due to net loss of Rs. 35.03 Lacs, it would not be possible to recommend any dividend for declaration. Your Directors regret their inability to recommend any Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association Mr. Jaideep Seth retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Naresh Naraindas Chhabria and Mrs. Anisha Seth have been appointed as Additional Directors with effect from 02nd May, 2014.

Board hereby recommends appointing Mr. Naresh Naraindas Chhabria as Independent Director and Mrs. Anisha Seth as Director cum Whole-Time Director at the ensuing Annual General Meeting of the Company.

Mr. Ambalal C. Patel, Independent Director of the Company has shown his unwillingness to be appointed as an Independent Director at the ensuing Annual General Meeting of the Company due to his involvement in various other listed companies.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records; in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached as a part of the Annual Report.

DEPOSITORY SYSTEM:

Equity Shares of the Company were dematerialized from 21st November, 2000 as mandated by Securities & exchange Board of India (SEBI). As on 31st March, 2014 - 7,198,540 equity shares representing 89.98% of the Equity Capital have been dematerialized. The ISIN number allotted to the Company is INE919B01011.

AUDITORS:

The Statutory Auditors of the company M/s. S. M. Kapoor & Company, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

AUDITORS REPORT:

The observations made in the Auditor''s Report are self explanatory and therefore do not call for any further comments.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Since no employee is receiving remuneration in excess of limit specified under the provisions of section 217(2A) of the Companies Act, 1956, read with companies (particulars of Employees) Rules, 1975, Statements of particulars of the Employees do not form part of the Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information pursuant section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is annexed and forms part of the Report.

PERSONNEL:

Industrial relations were very cordial throughout the year. The Board wish to place on record its appreciation of the sincere and hard work put by employees at all levels as a team and making a significant contribution for the successful working of the Company.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Central and State Governments, Financial Institutions/Bankers, Project Consultants, Suppliers etc. for effective working of the Company.

For & behalf of the Board of Directors

Place: Mumbai Sandeep Seth Jaideep Seth Date: 29th May, 2014 Managing Director Director DIN: 00316075 DIN:03130620

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Mar 31, 2013

Dear fellow members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS

Rs. in Lacs PARTICULARS 31.03.2013 31.03.2012

Sales and other income 1082.75 211.58

Profit/Loss before depreciation, Tax and interest 864.53 (482.84)

Interest 0.71 0.87

Profit/Loss before depreciation and tax 863.82 (483.71)

Depreciation for the year 9.29 11.69

Profit/Loss before Tax 854.53 (495.40)

Provision for Tax (178.00) (205.12)

Deferred Tax Assets/(Liability) 42.99 411.28

Profit after tax 719.52 (289.24)

Prior year Tax adjustments 0.00 0.00

Balance in P & L Account 3272.86 3562.10

Balance available for appropriation 3992.38 3272.86

Transfer to General Reserve Nil Nil

Balance carried to Balance Sheet 3992.38 3272.86

OPERATION:

Your company has generated gross income of Rs. 1082.75 lacs as compared to Rs. 211.58 lacs for previous year. The income by way of trading during the year amounted to Rs.504.03 Lacs compared to Rs. Nil in the previous year. Income from services amounted to Rs.68.20 Lacs compared to Rs.86.21 Lacs in the previous year.

DIVIDEND:

The Board, after careful review of the performances of the Company has not recommended any dividend as it is in the initial stage of its new business model more focused on trading and toll production instead of manufacturing of commodity chemicals.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association Mr. Ambalal C. Patel retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records; in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached as a part of the Annual Report.

DEPOSITORY SYSTEM:

Equity Shares of the Company were dematerialized from 21st November, 2000 as mandated by Securities & exchange Board of India (SEBI). As on 31st March, 2013, 7190240 equity shares representing 89.88% of the Equity Capital have been dematerialized. The ISIN number allotted to the Company is INE919B01011.

AUDITORS:

The Statutory Auditors of the company M/s. S. M. Kapoor & Company, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

AUDITORS REPORT:

The observations made in the Auditor''s Report are self explanatory and therefore do not call for any further comments.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Since no employee is receiving remuneration in excess of limit specified under the provisions of section 217(2 A) of the Companies Act, 1956, read with companies (particulars of Employees) Rules, 1975, Statements of particulars of the Employees do not form part of the Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information pursuant section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is annexed and forms part of the Report.

PERSONNEL:

Industrial relations was very cordial throughout the year. The Board wish to place on record its appreciation of the sincere and hard work put by employees at all levels as a team and making a significant contribution for the successful working of the Company.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Central and State Governments, Financial Institutions/Bankers, Project Consultants, Suppliers etc. for effective working of the Company.

For & behalf of the Board of Directors

Place: Mumbai Sandeep Seth Jaideep Seth

Date: 29th May, 2013 Managing Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report of the Company along with the Audited Accounts for the year ended, 31st March, 2010.

FINANCIAL RESULTS:

PARTICULARS 31.03,2010 31.03.2009

(Rs. In lacks)

Sales and other income 22658.44 21038.87

Profit before depreciation, Tax and interest 1141.59 1532.30

Interest 398.83 406.06

Profit before depreciation and tax 742.76 1126.24

Depreciation for the year 231.62 201.08

Profit before tax - 514.72 925.16

Provision for tax . 120.30 276.12

Provision for Wealth Tax 0.00 0.01

Provision for FBT 0.00 5.00

Deferred tax liability 64.12 44.08

Profit after tax 327.13 599.97

Prior Year Tax adjustment 0.42 0.01

Balance in P & L Account 2833.39 2233.43

Balance available for appropriation 3160.53 2833.40

. Transfer to General Reserve Nil Nil

Balance carried to Balance Sheet 3160.53 2833.40



OPERATIONS:

Your company has generated gross income of Rs.22658.44 lacs as compared to Rs.21038.87 lacs for previous year resulting in annualized growth of 7.7%. However, due to all-round increase in input cost and limitation in product mix which could not be passed to the customers, the profit margin was under pressure thereby resulting in lower before tax profit of Rs.514.72 lacs as compared to Rs.925.16 lacs in the previous year. The profit after tax for . the year stood at Rs.327.13 lacs as compared to Rs.599.97 lacs for the previous. Your company continues to cater to the export market in a signification manner and the products of the company is well accepted in the international market. Your company earned foreign exchange equal to Rs.1903.62 lacs during the year as against Rs.1915.15 lacs for the previous year. The company is taking steps to widen the export markets.

During the year, your company has structured its business operations into two divisions as discussed below:

A) Manufacturing Division:

The Manufacturing Division will comprise of existing manufacturing & marketing of Ethylene Oxide Derivative business operations located at Ankleshwar &

B) Logistic, Warehousing and Trading Division:

This division willcater to logistic, warehousing and trading including agency business of various other chemicals including ethylene oxide, ethylene oxide derivatives. This division with current facilities of Ethylene Oxide Tankers (4) and Warehousing space has commenced activities during the year.

CORPORATE RE ORGANISATION:

New developments and innovations in the field wherein your company exists for its manufacturing division have necessitated major reorganisation of the business strategies. The first move in this direction was taken up in December 2009 wherein a Manufacturing Alliance was entered into between Huntsman Group.

The management is of the view that to maintain the status of dominant player in the field the manufacturing division should be demerged as a going concern into a corporate entity. The strength of a global network is becoming a critical success factor in our industry, and the Huntsman reputation is a substantial asset in this global arena.

Your company has signed a definitive agreement with Huntsman Investments (Netherlands) B.V. under which Huntsman will acquire the chemicals business of Laffans post demurer. The acquisition is subject to certain terms and conditions and is expected to occur in the first half of 2011.

We look forward to avail of the different opportunities that could further strengthen Laffans position both in the local and international markets under this new relationship. Your company has created a new division which will cater to the logistic, warehousing and agency business for Huntsman as stated above.

FINANCE:

The Company, during the year, has raised its authorized capital to Rs.11, 00, 00,000/-..

CRISIL RATING:

CRISIL has upgraded its ratings on Laffans Petrochemicals Ltd (Laffanss) bank facilities to BBB+/Stable/P2 from BBB/Positive/P3 during last year.

FIXED ASSETS:

The Company has added fixed asset of Rs.494.34 lacs during the year and the net block at 31st March 2010 stood at Rs.3086.91 lacs. The addition of fixed asset has gone in for expansion and manufacture of value added products as stated in our last Report. The foil result of this expansion will be reflected in the years to come.

IN HOUSE RESEARCH AND DEVELOPMENT:

Your company has in-house research facility to make new products and also expand the application of products to new areas. As a result the company has produced value added products. These products are well accepted in -! overseas market and the company could earn foreign exchange equal to Rs. 1903.62 lacs during the year under review.

DIVIDEND:

The Board, after a careful review of the need for funds for expansion under implementation without heavy* interest burden to the company, decided to skip payment of dividend for 2009-10. The members will appreciate that through a planned financing of the expansion through plough back the shareholders wealth is enhanced in the long run.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Sanjay Seth retires by rotation at the ensuring Annual General Meeting and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 as inserted vide The Companies (Amendment) Act 2000 the Directors of the Company hereby confirm that:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period.

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records; in accordance with the provisions of the Act for safeguarding the assets of the Company and to preventing and detecting fraud and other irregularities. The Directors have prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE:

A separate report on corporate Governance is attached as a part of the Annual Report.

DEPOSITORY SYSTEM:

Equity Shares of the company were dematerialized from 21s1 November 2000 as mandated by the Securities & Exchange Board of India (SEBI). As on 31st March 2010 equity shares representing 89.18% of the Equity Capital have been dematerialized. The ISIN number allotted to the Company is INE919B01011.

AUDITORS:

The Statutory Auditors of the company M/s S.M. Kapoor & Company, Chartered Accountants retire at the ensuring Annual General Meeting of the Company and are eligible for reappointment.

AUDITORS REPORT:

The observations made in the Auditors Report are self explanatory and therefore do not call for any further comments.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956.

Since no employee is receiving remuneration in excess of limit specified under the provisions of section 217(2A) of the Companies Act, 1956, read with companies (Particulars of Employees) Rules 1975, statement of Particulars of the Employees do not form part of the report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information pursuant to section 217(1 )(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and forms part of the report.

Company is implementing IS014001.

PERSONNEL:

Industrial relations in the Plant were very cordial through out the year. The Board wish to place on record its appreciation of the sincere and hard work put by the employees at all level as a team and making a significant contribution for the successful working of the Company.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with gratitude the co-operation and assistance given by the Central & State Governments, Financial Institutions/Bankers, Project Consultants, and Suppliers etc. for effective working of the Company.



For & on behalf of the Board of Directors

Place: Mumbai Sandeep Seth Sanjay Seth

Date: 30th July 2010 Managing Director Director