Directors Report of Multibase India Ltd.

Mar 31, 2025

Our directors are pleased to present their 34^th Annual Report
on the business and operations of the Company along with
the audited financial statements for the financial year ended
March 31,2025.

FINANCIAL SUMMARY

The highlights of the financial performance of the Company,
for the year ended March 31, 2025, are summarized
hereunder:

Financial Result	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	7,074.87	6,473.67
Other Income	605.78	777.02
Total Income	7,680.65	7,250.69
Less: Expenses other than Depreciation	5,598.30	5,650.09
Profit before Depreciation	2,082.35	1,600.60
Depreciation	112.96	101.16
Profit before Tax	1,969.39	1,499.44
Provision for tax	503.9	384.22
Profit after Tax	1,465.49	1,115.22
Dividend Declared	6,688.60	378.60
Other comprehensive income, net of taxes	(4.03)	0.28
Total comprehensive income for the year	1,461.46	1,114.94
Balance brought forward from previous year	12,194.72	11,332.18
Balance carried forward to Balance Sheet	6,588.98	12,194.72

OPERATIONS

The Company is operating in Automotive, Consumer &
Industrial and Thermoplastic Additives with its customers
largely present in India.

During the year under review, the Company reported gross
revenue from operations of '' 7,074.87 Lacs as against
'' 6,437.67 Lacs during FY 2023-24. The Company reported
profit before tax of '' 1,969.39 Lacs and Profit after Tax of
'' 1,465.49 Lacs as against '' 1,499.44 Lacs and '' 1,115.22
Lacs respectively for the previous financial year.

During the year under review, the revenue from operations
increased by 8.50% as compared to last year and is mainly
on account of Silicon Master batch products and shifting of
customer base.

During the year, the strategic shift in the sourcing also enabled
procurement of key raw materials at a lower cost. This has
led to contributing to improved gross margins of 38% against
30% of last year. The initiative reflects our continued focus
on optimizing the supply chain and strengthening vendor
partnerships to support long-term profitability.

The Company earned an interest income of '' 499.80 lakhs
from fixed deposits. This was primarily driven by favorable
changes in India''s monetary policy environment and
improved interest rates negotiated with banking partners.
However, the interest income was lower compared to the
previous year''s '' 623.75 lakhs, owing to a reduction in fixed
deposit balances following the disbursement of a significant
interim dividend during the year.

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

DIVIDEND

During the financial year 2024-25, the Board of Directors
declared a ‘special interim dividend'' of '' 53 per share,
amounting to a total payout of '' 6,688.60 lakhs, out of the
Company''s reserves. This dividend represents a direct return
of value to our shareholders and underscores the Board''s
confidence in the Company''s strong financial position and
long-term growth prospects.

TRANSFER TO RESERVES

The Board of Directors did not recommend transfer of any
amount of Profit to reserves during the year under review.

CHANGES IN SHARE CAPITAL

As on March 31, 2025, the authorized share capital was
'' 13,00,00,000/- comprising of 1,30,00,000 equity shares of
'' 10/- each and paid-up share capital of the Company was
'' 12,62,00,000/- consisting of 1,26,20,000 equity shares of
'' 10/- each. There were no changes in the Share Capital
of the Company. Further, the Company has not issued any
shares, securities/instruments convertible into equity shares,
sweat equity shares and shares with differential voting rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of Directors of your
Company consisted of 6 (Six) Directors, comprising of 1
(One) Managing Director, 3 Non- Executive Independent
Directors (including 1 (One) Independent Woman Director)
and 2 (Two) Non-executive & Non-Independent Directors.

The composition of the Board is in accordance with the
requirements prescribed in the SEBI Listing Regulations and
the Companies Act, 2013 (‘the Act'').

Appointment of Directors

Based on the recommendation of the Nomination and
Remuneration committee, the Board of Directors at their
meeting held on November 26, 2024, inter alia, considered
and approved, the appointments of :

1. Mr. Jason Galinski (DIN: 10548403) as an Additional
Director (Non-Executive and Non-Independent), liable to
retire by rotation;

2. Mr. Pankajkumar Holani (DIN: 10843892) as Managing
Director, to hold office for a term of 3 (three) years with
effect from January 01,2025 till December 31,2027, not
liable to retire by rotation;

Further, Mr. Mohd Sopin Peerzade (DIN: 11142143) was
appointed as an Additional Director (Non-Executive and
Non-Independent), liable to retire by rotation by Board at
their meeting dated with effect from August 25, 2025.

Mr. Pankajkumar Holani, Mr. Jason Galinski, Mr. Mohd Sopin
Peerzade are not debarred from holding the office of director
on account of any order of SEBI or any other such authority.

The members of the Company had approved the appointment
of Mr. Pankajkumar Holani (DIN: 10843892) and Mr. Jason
Galinski (DIN: 10845403) through the Postal Ballot dated
February 23, 2025.

Further, the Company has received the requisite Notice under
Section 160 of the Companies Act, 2013, from a Member in
writing proposing the appointment Mr. Mohd Sopin Peerzade
(DIN: 11142143) as a Non-Executive Non-Independent
Director of the Company.

Brief profile of Mr. Mohd Sopin Peerzade (DIN: 11142143) as
required under Regulation 36(3) of the Listing Regulations
and Secretarial Standards - 2, is annexed to the notice
convening the Annual General Meeting, which forms part of
this Annual Report.

Resignation of Directors

Mr. Mark Stephen Metaxas (DIN: 09607494), Non-Executive
and Non-Independent Director of the Company resigned with
effect from close of business hours of September 25, 2024 to
pursue other opportunities.

Mr. Deepak Arun Dhanak (DIN: 03157491) ceased to be
the site manager and Managing Director with effect from
close of business hours of October 23, 2024 on account of
personal reasons.

Mr. Krishnakumar Phophalia (DIN: 08395171) ceased be a
Non-Executive Non-Independent Director of the Company
with effect from close of business hours of August 25, 2025
due to separation of the Electronic Business from the DuPont.

The Board places on record its immense appreciation for
their valuable contribution to the Company.

Retirement by rotation

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 (‘the Act''), Mr. Jason Galinski (DIN:
10845403), Non-Executive & Non-Independent Director of
the Company, is liable to retire by rotation at the ensuing
AGM of the Company and being eligible has offered himself
for re-appointment.

Brief profile of Mr. Jason Galinski (DIN: 10845403), as
required under Regulation 36(3) of the Listing Regulations
and Secretarial Standards - 2, is annexed to the notice
convening the Annual General Meeting, which forms part of
this Annual Report.

Declaration From Independent Directors

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each
one of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”). The Directors
have further confirmed that they are not debarred from
holding the office of the director under any SEBI order or
any other such authority. During FY 2024-25, there here has
been no change in the circumstances affecting their status as
Independent Directors of the Company. Pursuant to Clause
VII (1) of Schedule IV of the Companies Act, 2013, a separate
meeting of the Independent Directors was held.

During the year under review, the Non-Executive Independent
Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and
reimbursement of expenses, if any incurred by them for the
purpose of attending meetings of the Board/ Committee of
the Company.

The criteria for appointment of Directors and Senior
Management, related matters and the remuneration policy
is provided in ‘Annexure I'' to this Report. The remuneration
policy of the Company is designed to attract, motivate and
retain employees in a competitive market. The Nomination
and Remuneration Policy can be accessed on the website
of the Company at https://www.multibaseindia.com/pdf/
Multibase-Remuneration-Policy.pdf

Based on the declarations received, none of the Directors is
disqualified from being appointed / re-appointed as a Directors
of the Company as per the disclosures received from them
pursuant to Section 164(2) of the Companies Act, 2013.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on March
31, 2025 were Mr. Pankajkumar Holani, Managing Director;

Mr. Ashish Bhatt, Chief Financial Officer and Ms. Parmy
Kamani, Company Secretary & Compliance Officer.

During the year under review, Mr. Pankajkumar Holani, ceased
to be the Chief Financial Officer with effect from the close
of business hours of December 31, 2024, and was elevated
as the Managing Director of the Company with effect from
January 01,2025.

Further, the Board of Directors of the Company at their
meeting held on November 26, 2024, appointed Mr. Ashish
Bhatt as Chief Financial officer (“CFO”) of the Company with
effect from January 01,2025.

Senior Managerial Personnel

Mr. Deepak Karhadey and Mr. Apurba Kumar Roy, the Senior
Management Personnel resigned with effect from October
23, 2024, and October 29, 2024, respectively.

Mr. Anand Gadkari & Mr. Abhishek Singh Chauhan were
appointed as Site Manager and Key account Manager-Sales
respectively and designated as Senior Managerial Personnel
with effect from February 06, 2025, and May 01, 2025,
respectively.

Further, all the Directors, Key Managerial Personnel and
Senior Management of the Company have affirmed their
compliance with the Code of Conduct of the Company for
FY 2024-25.

The Company has in place a Nomination and Remuneration
Policy (‘Policy''), which provides guidance on selection
and nomination of Directors to the Board of the Company;
appointment of the Senior Management Personnel of the
Company; and remuneration of Directors, KMP and other
employees. The term of reference of the said policy is also
provided in the Report on Corporate Governance, which
forms part of this Report, and is available on the website of the
Company and can be accessed at Multibase-Remuneration-
Policy.pdf

Meetings of the Board

During the year under review, five (5) Board meetings were
held on May 29, 2024, August 08, 2024, November 13, 2024,
November 26, 2024 and February 13, 2025. Further details
of the Board Meeting and Committee Meetings including the
attendance of the Directors are provided in the Corporate
Governance Section of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited
financial statements of the Company for the year ended
March 31,2025, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied
consistently and the Directors have 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 that year;

c. the Directors have 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 annual accounts have been prepared on a going
concern basis;

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

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

PERFORMANCE EVALUATION

The Company has laid down a process for performance
evaluation of the Board and its Committees as well as a
framework for evaluation of the performance of each of the
Directors. The evaluation criteria include inter alia, structure
of the Board, qualifications, experience and competency
Directors, diversity in Board, effectiveness of the Board
process, information and functioning, Board culture and
dynamics, quality of relationship between the Board and
management, meeting of the Board, including regularity
and frequency, discussion and dissent, corporate culture
and values, governance and compliance, evaluation of risk
amongst others. The criteria is based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India on January 05, 2017. The evaluation of the
Chairman, Non-independent Directors and the Board was
conducted at a separate meeting of Independent Directors
held during the year. The evaluation process is conducted
and monitored by the Chairperson, Independent Director
Committee (‘IDC''). For the Financial Year 2024-25, the
performance evaluation was conducted as per the process
adopted by the Company, as is detailed out above.

DETAILS WITH RESPECT TO THE PROGRAMME FOR
FAMILIARISATION OF INDEPENDENT DIRECTORS

The Independent Directors of the Company are apprised
about their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, and
related matters from time to time. Periodic presentations are
made at the Board and Committees meetings relating to the
Company''s performance.

The details of the familiarization programme are uploaded on
the website of the Company at https://www.multibaseindia.com/
pdf/familiarisation-programme-independent-directors.pdf.

DISCLOSURE UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013 AND OTHER DISCLOSURES
AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014

Details of employee''s remuneration as required under
the provisions of Section 197 of the Act and Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 shall be made available at
the Registered Office of the Company during working hours
to any member on request. The members can also send an
email to [e-mail].

The information required pursuant to Section 197 read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are furnished in
‘Annexure II'' which forms part of this Report.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has Four (4) Board-level Committees, which
have been constituted in compliance with the provisions of
the Act and SEBI Listing Regulations:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility Committee

During the year, all the recommendations made by the
Committees were considered and approved by the Board.

I. AUDIT COMMITTEE

The Audit Committee was constituted in compliance with
the provisions of Section 177 of the Act and Regulation
18 of the SEBI Listing Regulations. As on March 31,2025,
the Members of the Audit Committee were Mr. Piyush
Sohanrajji Chhajed (Chairman), Mr. B.Renganathan
(Member) and Mr. Krishan Kumar Phophalia (Member).

The details of meetings of the Committee held along
with attendance of members thereof during FY 2024¬
25 and Role of the Audit Committee are provided in the
Corporate Governance Report annexed to this Report.

During FY 2024-25, there were no such instances where
the Board had not accepted the recommendations of the
Audit Committee.

The scope and terms of reference of the Audit Committee
is in accordance with the Act and it reviews the information
as required under SEBI Listing Regulations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during
the year under review were on an arm''s length basis and

in the ordinary course of business and are in compliance
with the applicable provisions of the Act and the Listing
Regulations.

The Company has formulated and adopted a policy
on dealing with related party transactions, in line
with Regulation 23 of the Listing Regulations, which
is available on the website of the Company at https://
www.multibaseindia.com/pdf/Policy-on-related-party-
transactions-including material-RPTs.pdf

Pursuant to the SEBI Listing Regulations and the terms
of reference, the Audit Committee undertakes quarterly
review of related party transactions entered into by the
Company with its related parties, pursuant to Regulation
23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 177 of the
Companies Act, 2013.

Pursuant to clause (h) of sub-section (3) of Section 134
of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014, the details of contracts / arrangements
entered with related parties in prescribed Form AOC-2,
is enclosed with this Report as ‘Annexure III''.

During the year under review, the Company obtained
approval of its members through Postal Ballot on
March 30, 2025, for entering into material related party
transaction(s) of Purchase and sale of goods and
miscellaneous reimbursement for a period of one year
commencing from April 1,2025 upto March 31,2026, with
Multibase S.A., Promoter Holding Company amounting
to '' 30,00,00,000/- (Rupees Thirty Crore only).

The particulars of contracts or arrangements entered
into with the related parties are set out in Note 33 of the
financial statements of the Company forming part of the
Annual Report.

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was
constituted in compliance with the provisions of Section
178 of the Act and Regulation 19 of the SEBI Listing
Regulations. As on March 31, 2025, the Members of
the Nomination and Remuneration Committee were
Mr. Piyush Sohanrajji Chhajed (Chairman),

Mr. Krishankumar Phophalia (Member), and Ms. Bharti
Pradeep Dhar (Member).

The details of meetings of the Committee held along with
attendance of members thereof during FY 2024-25 and
Role of the Nomination and Remuneration Committee
are provided in the Corporate Governance Report
annexed to this Report.

The scope and terms of reference of the Nomination and
Remuneration Committee is in accordance with the Act,
2013 and it reviews the information as required under
SEBI Listing Regulations.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was constituted in
compliance with the provisions of Section 178 of the Act
and Regulation 20 of the SEBI Listing Regulations. As
on March 31, 2025, the members of the Stakeholder''s
Relationship Committee were Mr. B. Renganathan
(Chairman), Mr. Piyush Sohanrajji Chhajed (Member),
Mr. Pankajkumar Holani (Member).

Mr. Deepak Arun Dhanak ceased to be member of the
Stakeholder Relationship Committee with effect from
October 23, 2024. Subsequently, Mr. Pankajkumar
Holani was inducted as a member of the Stakeholders
Relationship Committee with effect from January 1,
2025. The Committee was re-constituted accordingly to
reflect this change.

The details of meetings of the Committee held during FY
2024-25 along with attendance of members thereof and
status of grievances received from various stakeholders
during the financial year and Role of the Stakeholders
Relationship Committee are provided in the Corporate
Governance Report annexed to this Report.

The scope and terms of reference of the Stakeholders
Relationship Committee is in accordance with the Act
and it reviews the information as required under SEBI
Listing Regulations.

As on March 31, 2025, the Share Transfer Committee
comprising of Mr. Pankajkumar Holani (Chairman) and
Mr. Krishan Kumar Phophalia (Member) was constituted
for the purpose of carrying out timely activities such as
Dematerialisation of Shares, Transfer of Shares, Issue of
Duplication Shares, Loss of Share Certificate and any
other purpose deems to be fit for Transfer/Transmission
of Shares of the Shareholders of the Company.

With effect from January 01, 2025, the Share Transfer
committee was re-constituted following the induction
of Mr. Pankajkumar Holani as a Managing Director and
resignation of Mr. Deepak Arun Dhanak with effect from
October 23, 2024.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE AND ITS INITIATIVES

Your Board of Directors have formulated the Corporate
Social Responsibility (CSR) Policy pursuant to the
provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, based on the recommendations of the CSR
Committee.

The CSR Policy is available on the website of the Company
at https://www.multibaseindia.com/pdf/Multibase

As on March 31, 2025, the members of the CSR
Committee were Mr. B. Renganathan (Chairman),
Mr. Pankajkumar Holani (Member), and Ms. Bharti
Pradeep Dhar (Member).

Mr. Deepak Arun Dhanak ceased to be a member of
the CSR Committee with effect from October 23, 2024.
Subsequently, Mr. Pankajkumar Holani was inducted as
a member of the Committee with effect from January 1,
2025, and the Committee was reconstituted accordingly.

A brief outline of the CSR Policy of the Company and
the Annual Report on CSR activities as required by the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, are set out in ‘Annexure IV'' to this Report.

AUDITORS

STATUTORY AUDITORS AND THEIR REPORTS

The Members of the Company at the 32^nd AGM held on
September 15, 2023, approved the appointment of M/s.
MSKA & Associates, Chartered Accountants (ICAI Firm
Registration No. 105047W) as the statutory auditors of
the Company for a period of 5 years commencing from
the conclusion of the 32^nd AGM, until the conclusion of
the 37^th AGM of the Company to be held in 2028.

The report issued by Statutory Auditors for FY 2024-25
does not contain any qualifications or adverse remarks.
Statutory Auditors have not reported any frauds under
Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board had
appointed Dhrumil M. Shah Co. LLP, Practicing Company
Secretaries, to conduct a Secretarial Audit of the
Company for the financial year 2024-25. The Secretarial
Audit Report is annexed herewith as ‘Annexure V''.

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

Further, based on the recommendation of the Audit
Committee and subject to the approval of the Members
of the Company at the forthcoming 34^th Annual General
Meeting, the Board of Directors of your Company, at its
meeting held on August 08, 2025, appointed Dhrumil M.
Shah Co. LLP Practicing Company Secretaries, as the
Secretarial Auditors of the Company for a term of five
(5) consecutive years—i.e., from the conclusion of the
34^th Annual General Meeting until the conclusion of the
39^th Annual General Meeting to be held during the
calendar year 2030.

The Board has received the consent and eligibility letter
from the Secretarial Auditor confirming their willingness
to act as Secretarial Auditor and affirming that they are
not disqualified from being appointed for the aforesaid
term.

COST AUDITORS

As per Section 148 of the Act, the Company is required
to have the audit of its cost records conducted by a
Cost Accountant. The Board of the Company has on the
recommendation of the Audit Committee, approved the
appointment of M/s. B. F. Modi & Associates, a firm of
Cost Accountant in Practice (Registration No.100604) as
the Cost Auditors of the Company to conduct cost audit
for relevant products prescribed under the Companies
(Cost Records and Audit) Rules, 2014 for the year ending
March 31,2026.

The Cost Audit Report for FY2024-25 affirms the
maintenance of cost and audit records and does
not contain any qualification, reservation, or adverse
remarks.

M/s. B. F Modi & Associates have under Section 148(1)
of the Act and the Rules framed thereunder furnished a
certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee
has approved the remuneration payable to the Cost
Auditor, subject to ratification of their remuneration by
the Members at this AGM. The resolution approving
the above proposal is being placed for approval of the
Members in the Notice for this AGM.

INTERNAL AUDITORS

M/s. Mukund & Rohit, Chartered Accountants, (Firm
Regn. No. 113375W), conducted internal audit of the
Company for FY 2024-25. Audit observations and
corrective actions thereon were presented to the Audit
Committee from time to time. No instances of fraud,
suspected fraud, irregularity or failure of internal control
systems of material nature were reported by the Internal
Auditors during the year.

M/s. Mukund & Rohit, Chartered Accountants were
appointed as Internal Auditors of the Company for the
FY 2025-26.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations,
a separate section on Management Discussion and
Analysis Report is annexed to this Directors'' Report.

CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the SEBI Listing
Regulations, the Corporate Governance Report,
Management Discussion & Analysis Report, and the
Auditors'' Certificate regarding Compliance to Corporate
Governance requirements forms part of this Annual
Report.

DEPOSITS

The Company has not accepted any deposits from the
public and as such, no amount on account of principle
or interest on deposits from the public was outstanding
as on the date of the Balance Sheet.

LOANS, INVESTMENTS AND GUARANTEES

There were no loans, guarantees and investments made
by the Company under Section 186 of the Companies
Act, 2013 during the year under review.

REPORT ON THE PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES

The Company did not have any Subsidiaries, Associates
or Joint venture Companies during FY 2024-25.

REVISION OF FINANCIAL STATEMENTS

There was no revision made to the financial statements
for any of the three financial years preceding FY 2024-25.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has conducted an examination of all
applicable compliances as per SEBI Listing Regulations
and the Circulars/Guidelines issued thereunder, for the
financial year 2024-25.

The Annual Secretarial Compliance Report, issued by
Dhrumil Shah & Co., LLP Practicing Company Secretary,
was required to be submitted to the Stock Exchange
within 60 days of the end of the financial year. The
Report does not contain any qualification, reservation or
adverse remark.

INTERNAL FINANCIAL CONTROL AND INTERNAL
AUDIT

The Company has an adequate Internal Financial
Control System commensurate with the size and nature
of its business. The Company continues to engage
M/s. Mukund & Rohit, Chartered Accountants as its
Internal Auditor. During the year, the Company continued
to implement their suggestions and recommendations
to improve the control environment. Their scope of
work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing
the internal control strengths in all areas. Internal
Auditors findings are discussed with the process owners
and suitable corrective actions are taken as per the
directions of Audit Committee on an ongoing basis to
improve efficiency in operations.

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

The particulars pursuant to Section 134(m) of the
Companies Act, 2013 and read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, is attached with this
report as Annexure VI''.

RISK MANAGEMENT

The Company recognizes risk management as an
integral component of good corporate governance and
fundamental in achieving its strategic and operational
objectives. It improves decision-making, defines
opportunities and mitigates material events that may
impact shareholder value. The Board has also adopted a
Risk Management Policy. The Company has adopted an
enterprise-wide framework that incorporates a system
of risk oversight, risk management and internal control
designed to identify, assess, monitor and manage risks
consistent with the size of the business. Multibase applies
risk management in a well-defined, integrated framework
that promotes awareness of risks and understanding of
the company''s risk tolerances. The Risk Management
Framework enables a systematic approach to risk
identification, leverage of any opportunities and provides
treatment strategies to manage, transfer and avoid risks.

VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of
the Act read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, the Company has
an established Vigil Mechanism Policy-Whistle Blower
Policy for Directors and employees to report concerns
about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct or ethics
policy.

The employees of the Company have the right to report
their concern or grievance to the Chairman of the Audit
Committee. The Whistle Blower Policy is available on
the website of the Company https://www.multibaseindia.
com/pdf/mil-whistle-blower-policy.pdf

No instances under the Whistle Blower Policy were
reported during FY 2024-25.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has formulated a Policy on Prevention of
Sexual Harassment in accordance with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder which is aimed at
providing everyone at the workplace a safe, secure
and dignified work environment. The Company has
complied with the applicable provisions of the Sexual
Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the rules made
thereunder, including constitution of the Prevention of
Sexual Harassment Committee (Internal Complaints
Committee). All employees (permanent, contractual,
temporary, trainees) are covered under this policy. There
were no complaints received or disposed of during the
year under review. Therefore, there were no complaints
either outstanding for more than 90 days or at the end of
the financial year.

The Company has duly complied with the applicable
provisions of the Maternity Benefit Act, 1961 concerning
maternity leave, medical benefits, and other entitlements
for its female employees.

SECRETARIAL STANDARDS

The Directors confirm that applicable Secretarial
Standards, i.e., SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors'' and ‘General Meetings'',
respectively, were followed by the Company during
FY 2024-25.

ANNUAL RETURN

The Annual Return of the Company as on March 31,
2025 in accordance with Section 92(3) of the Act read
with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company
at https://www.multibaseindia.com/policies.php

OTHERS:

• There were no significant and/ or material orders
passed by the regulators or courts or tribunals
during FY2024-25, which could have an impact on
the going concern status of your Company and its
operations in future.

• There were no material changes and commitments
have occurred affecting the Company''s financial
position between the end of the financial year of the
Company and the date of this report.

• During FY2024-25, the properties, assets and
inventories of your Company were safeguarded and
insured properly.

• During FY2024-25, there were no material or serious
instances of fraud, falling within the purview of
Section 143(12) of the Act and rules made there
under, by officers or employees of the Company
during the course of the audit conducted.

• There were no instances on Unpaid/Unclaimed
Dividend transferred to Investor Education and
Protection Fund (“IEPF”) in terms of applicable
provisions of the Act read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016.

GREEN INITIATIVES

We request all the members to support the ‘Green
Initiative'' of the Ministry of Corporate Affairs and
Company''s ongoing commitment to a greener
environment by consenting to receive the Annual
Report, AGM Notice and other documents electronically
to your email address registered with your Depository
Participant/ RTA.

CAUTIONARY NOTES

The statements forming part of the Board''s Report
may contain certain forward-looking remarks within the
meaning of applicable securities laws and regulations.
Various factors could cause the actual results,
performances, or achievements of the Company to
materially differ from any future results, performances,
or achievements expressed or implied by such forward¬
looking statements.

ACKNOWLEDGEMENT

Your directors, place on records their appreciation for
the contributions made by the employees at all levels

enabling the Company to achieve performance during FY
2024-25. Your Directors thank the Central Government,
Government of Diu & Daman Union Territory as also
the Government agencies, bankers, local bodies,
Registrar of Companies, stock exchanges, depositories,
shareholders, customers, vendors, associates of the
Company and other related organizations for their
continuous co-operation and support in progress of
the Company and also look forward to their continued
confidence and trust in the Company.

For and on behalf of the Board of Directors of
Multibase India Limited

B. Renganathan Pankajkumar Holani

Chairman- Independent Director Managing Director
DIN:01206952 DIN: 10843892

Place: Mumbai Place: Hyderabad

Date: August 25, 2025 Date: August 25, 2025

---

Mar 31, 2024

The Directors are pleased to present their 33^rd Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31,2024.

FINANCIAL SUMMARY

The highlights of financial performance of the Company, for the year ended March 31,2024, are summarized hereunder:

(Rs. In Lacs)
Financial Result	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	6,473.67	7,221.58
Other Income	777.02	459.04
Total Income	7,250.69	7,680.62
Less: Expenses other than Depreciation	5,650.09	6,264.02
Profit before Depreciation	1,600.60	1,416.60
Depreciation	101.16	100.10
Profit before Tax	1,499.44	1,316.50
Provision for tax	384.22	337.64
Profit after Tax	1,115.22	978.86
Dividend Declared	378.60	252.40
Other comprehensive income, net of taxes	0.28	2.03
Total comprehensive income for the year	1,114.94	976.83
Balance brought forward from previous year	11,332.18	10,481.55
Balance carried forward to Balance Sheet	12,194.72	11,332.18

OPERATIONS

The Company is operating in Automotive, Consumer & Industrial and Thermoplastic Additives with its customers largely present in India.

During the year under review, the Company reported gross revenue from operations of ''6,473.67 Lacs as against ''7,221.58 Lacs during the FY2022-23. The Company reported Profit before Tax of ''1,499.44 Lacs and Profit after Tax of ''1,115.22 Lacs as against ''1,316.50 Lacs and ''978.86 Lacs respectively for the previous financial year.

During the current financial year revenue from operations decreased by 10.36% as compared to last year and is mainly on account of stiff competition in the domestic market for thermoplastic elastomer products and shifting of customer base.

The Company''s gross margins is consistent with last year of 30% on account of stable raw material prices. Further, the Company has earned interest income on fixed deposits of ''624.57 lakhs owing to changes in monetary policies in India and due to better interest rate negotiated in the current year. There was no change in nature of business of the Company during the year under review.

DIVIDEND

The Board of Directors are pleased to recommend a final dividend of 30% (''3/- per share), subject to tax, for the financial year ended March 31, 2024, on 1,26,20,000 equity shares of ''10/- each fully paid-up, as compared to 20% (''2/-per share) on 1,26,20,000 equity shares of ''10/- each fully paid-up in the previous year.

The said dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”) scheduled to be held on September 05, 2024.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01,2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The final dividend declared during FY2023-24 is in compliance with the Dividend Distribution Policy of the Company formulated pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing and Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”). The Dividend Distribution Policy of the Company is available on Company''s website at https:// www.multibaseindia.com/pdf/Multibase-India-Limited-Dividend-policy.pdf

TRANSFER TO RESERVES

The Board of Directors have not recommended transfer of any amount of Profit to reserves during the year under review.

CHANGES IN SHARE CAPITAL

As on March 31, 2024, the authorised & paid-up share capital of the Company was ''12,62,00,000/- consisting of 1,26,20,000 equity shares of ''10/- each. There was no changes in the Share Capital of the Company. Further, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of Directors of your Company consisted of 8 (Eight) Directors, comprising of 1 (One) Managing Director, 5 (Five) Non- Executive Independent Directors (including 1 (One) Non- Executive Independent Woman Director) and 2 (Two) Non-executive & Non-Independent Directors.

Mr. Harish N. Motiwalla (DIN: 00029835), Non-executive & Independent Director was the Chairman of the Board.

The composition of the Board is in accordance with the requirements prescribed in the SEBI Listing Regulations and the Companies Act, 2013 (‘the Act’).

Appointment of Directors

The Board of Directors of the Company, at its meeting held on February 12, 2024, based on the recommendation of Nomination and Remuneration committee, appointed Mr. B. Renganathan (DIN: 01206952) and Mr. Piyush Chhajed (DIN: 02907098) as Additional Directors (NonExecutive Independent Directors) for a period of 5 (five) years respectively, with effect from February 12, 2024 till February 11,2029. The members of the Company approved the above appointments on March 30, 2024 through Postal Ballot.

In accordance with Regulation 17(1C) of the Listing Regulations, your Company had sought the approval of the members through the Postal Ballot vide Postal Ballot Notice dated February 29, 2024. The profiles of Mr. B. Renganathan and Mr. Piyush Chhajed forms part of this Annual Report.

Retirement of Directors

Mr. H. N. Motiwalla (DIN: 00029835) ceased to be an Independent Director and Chairman of the Company with effect from March 31, 2024, upon completion of his second term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

Mr. Ashok Chhabra (DIN: 00059677) ceased to be an Independent Director of the Company with effect from March 31, 2024, upon completion of his second term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

Retirement by rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 (“the Act”), Mr. Mark Stephen Metaxas (DIN: 09607494), Non-Executive & Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment.

Brief profile of Mr. Mark Metaxas as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards - 2, is annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report.

Re-appointment of Independent Director

Ms. Bharti Dhar DIN: 00442471 was appointed as an Independent Woman Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 5 (five) years and will hold office up to February 14, 2025. Considering her knowledge, expertise, and experience and the substantial contribution made by her during her tenure as an Independent Director, the Nomination and Remuneration Committee and the Board has recommended re-appointment of Ms. Bharti Dhar as an Independent Woman Director on the Board of the Company, to hold office for the second term of five consecutive years commencing from February 15, 2025 to February 14, 2029, and not liable to retire by rotation.

Brief profile of Ms. Bharti Dhar as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards - 2, is annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report.

Declaration From Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each one of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI order or any other such authority. During FY 2023-24, there here has been no change in the circumstances affecting their status as Independent Directors of the Company. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held.

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

The criteria for appointment of Directors and Senior Management, related matters and the remuneration policy is provided in ‘Annexure /’to this Report. The remuneration policy of the Company is designed to attract, motivate and retain employees in a competitive market. The Nomination and Remuneration Policy can be accessed on the website of the Company at https://www.multibaseindia.com/pdf/ Multibase-Remuneration-Policy.pdf

Based on the declarations received, none of the Directors is disqualified from being appointed / re-appointed as a Directors of the Company as per the disclosures received from them pursuant to Section 164(2) of the Companies Act, 2013.

Further, all the Directors and Senior Management of the Company have affirmed their compliance with the Code of Conduct of the Company for FY 2023-24.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are Mr. Deepak Dhanak, Managing Director; Mr. Pankaj Holani, Chief Financial Officer and Ms. Parmy Kamani, Company Secretary & Compliance Officer.

Meetings of the Board

During the year under review, five (5) Board meetings were held on May 23, 2023, August 08, 2023, September 15, 2023 November 09, 2023 and February 12, 2024. Further details of the Board Meeting and Committee Meetings including the attendance of the Directors are provided in the Corporate Governance Section of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31,2024, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors have 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 that year;

c. the Directors have 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 annual accounts have been prepared on a going concern basis;

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

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

PERFORMANCE EVALUATION:

The Company has laid down a process for performance evaluation of the Board and its Committees as well as a framework for evaluation of the performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency

of Directors, diversity in Board, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and management, meeting of the Board, including regularity and frequency, discussion and dissent, corporate culture and values, governance and compliance, evaluation of risk amongst others. The criteria is based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017 The evaluation of the Chairman, Non-independent Directors and the Board was conducted at a separate meeting of Independent Directors held during the year. The evaluation process is conducted and monitored by the Chairperson, Independent Director Committee (‘IDC''). For the Financial Year 2023-24, the performance evaluation was conducted as per the process adopted by the Company, which is detailed out above.

DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The Independent Directors of the Company are apprised about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters. Periodic presentations are made at the Board and Committees meetings relating to the Company''s performance.

The details of the familiarization programme are uploaded on the website of the Company at https://www.multibaseindia. com/pdf/familiarisation-programme-independent-directors. pdf.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

Details of employee''s remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 shall be made available at the Registered Office of the Company during working hours to any member on request. The members can also send an email to [e-mail]. The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in ‘Annexure //’which forms part of this Report.

COMMITTEES OF BOARD OF DIRECTORS

The Company has Four (4) Board-level Committees, which have been constituted in compliance with the provisions of the Act and SEBI Listing Regulations:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholders Relationship Committee; and Corporate Social Responsibility Committee

During the year, all the recommendations made by the Committees were considered and approved by the Board.

I. AUDIT COMMITTEE

The Audit Committee was constituted in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. As on FY 2023-24, the Members of the Audit Committee were Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Faqirchand Chhabra (Member) and Mr. Krishan Kumar Phophalia (Member).

Mr. Harish Motiwalla and Mr. Ashok Chhabra completed their second and final term as Independent Directors of the Company with effect from March 31, 2024. Accordingly, Mr. Harish Motiwalla and Mr. Ashok Chhabra also ceased to be the members of the Audit Committee respectively with effect from the above date. Mr. Piyush Chhajed and Mr. Renganathan Bashyam were inducted as members of Audit Committee with effect from April 01, 2024.

The details of meetings of the Committee held along with attendance of members thereof during FY 202324 and Role of the Audit Committee are provided in the Corporate Governance Report annexed to this Report.

During FY 2023-24, there were no such instances where the Board has not accepted the recommendations of the Audit Committee

The scope and terms of reference of the Audit Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the year under review were on an arm''s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at https:// www.multibaseindia.com/pdf/Policy-on-related-party-transactions-including-material-RPTs.pdf

Pursuant to the SEBI Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties, pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as ‘Annexure III’.

The particulars of contracts or arrangements entered into with the related parties are set out in Note 33 of the financial statements of the Company forming part of the Annual Report.

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was constituted in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. As on March 31, 2024, the Members of the Nomination and Remuneration Committee were Mr. Ashok Faqirchand Chhabra (Chairman), Mr. Harish Narendra Motiwalla (Member), Mr. Krishan Kumar Phophalia (Member) and Ms. Bharti Pradeep Dhar (Member).

Mr. Ashok Chhabra and Mr. Harish Motiwalla completed their second term as Independent Directors of the Company with effect from March 31,2024. Accordingly, Mr. Ashok Chhabra and Mr. Harish Motiwalla also ceased to be the members of the Nomination and Remuneration Committee respectively with effect from the above date.

The details of meetings of the Committee held along with attendance of members thereof during FY 2023-24 and Role of the Nomination and Remuneration Committee are provided in the Corporate Governance Report annexed to this Report. Mr. Piyush Chhajed was inducted as a member of Nomination and Remuneration Committee with effect from April 01,2024.

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was constituted in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations. As on FY 2023-24, the members of the Stakeholder''s Relationship Committee were Mr. Ashok Faqirchand Chhabra (Chairman), Mr. Harish Narendra Motiwalla (Member), Mr. Deepak Arun Dhanak (Member).

Mr. Ashok Chhabra and Mr. Harish Motiwalla completed their second term as Independent Directors of the Company with effect from March 31,2024. Accordingly, Mr. Ashok Chhabra and Mr. Harish Motiwalla ceased to be the members of the Stakeholders Relationship Committee respectively with effect from the above date. Mr. Piyush Chhajed and Mr. Renganathan Bashyam were inducted as members of Stakeholders Relationship Committee with effect from April 01,2024.

The details of meetings of the Committee held during FY 2023-24 along with attendance of members thereof and status of grievances received from various stakeholders during the financial year and Role of the

Stakeholders Relationship Committee are provided in the Corporate Governance Report annexed to this Report.

The scope and terms of reference of the Stakeholders Relationship Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

A Share Transfer Committee comprising of Mr. Deepak Arun Dhanak (Chairman) and Mr. Krishan Kumar Phophalia (Member) was constituted for the purpose of carrying out timely activities such as Dematerialisation of Shares, Transfer of Shares, Issue of Duplication Shares, Loss of Share Certificate and any other purpose deems to be fit for Transfer/Transmission of Shares of the Shareholders of the Company.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND ITS INITIATIVES

Your Board of Directors have formulated the Corporate Social Responsibility (CSR) Policy pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 based on the recommendations of the CSR Committee.

The CSR Policy is available on the website of the Company at https://www.multibaseindia.com/pdf/ Multibase%20CSR%20Policy%20.pdf

As on March 31, 2024, the members of the CSR Committee were Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Faqirchand Chhabra (Member), Mr. Deepak Arun Dhanak (Member) and Ms. Bharti Pradeep Dhar (Member).

Mr. Harish Motiwalla and Mr. Ashok Chhabra completed their second term as Independent Directors of the Company with effect from March 31, 2024. Accordingly, Mr. Harish Motiwalla and Mr. Ashok Chhabra also ceased to be the members of the Corporate Social Responsibility Committee respectively with effect from the above date. Mr. Renganathan Bashyam was inducted as a member of CSR Committee with effect from April 01,2024.

A brief outline of the CSR Policy of the Company and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ‘Annexure iVto this Report.

AUDITORSSTATUTORY AUDITORS AND THEIR REPORTS

The Members of the Company at the 32^nd AGM held on September 15, 2023, approved the appointment of M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 32^nd AGM, until the conclusion of the 37^th AGM of the Company to be held in 2028.

The report issued by Statutory Auditors for the FY 2023-24 does not contain any qualifications or adverse remarks. The Statutory Auditors have not reported any no frauds under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Dhrumil M. Shah & Co. LLP Practicing Company Secretaries, were appointed to undertake the Secretarial Audit for financial year 2023-24.

The Report of the Secretarial Auditor for the year ended March 31, 2024 is annexed to the Directors'' Report as ‘Annexure V. The report issued by Secretarial Auditor for financial year 2023-24 does not contain any qualifications or adverse remarks.

COST AUDITORS

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. B. F Modi & Associates, a firm of Cost Accountant in Practice (Registration No.100604) as the Cost Auditors of the Company to conduct cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31,2025.

The Cost Audit Report for FY2023-24 affirms the maintenance of cost and audit records and does not contain any qualification, reservation, or adverse remarks.

M/s. B. F Modi & Associates have under Section 148(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

INTERNAL AUDITORS

M/s. Mukund & Rohit, Chartered Accountants conducted internal audit of the Company for FY 2023-24. Regular audit observations and corrective actions thereon were presented to the Audit Committee from time to time. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported by the Internal Auditors during the year.

M/s. Mukund & Rohit, Chartered Accountants were appointed as Internal Auditors of the Company for the

FY 2024-25 in the meeting of the Board of Directors held during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report is annexed to this Directors'' Report.

CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the SEBI Listing Regulations, the Corporate Governance Report, Management Discussion & Analysis Report, and the Auditors'' Certificate regarding Compliance to Corporate Governance requirements forms part of this Annual Report.

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

The particulars pursuant to Section 134(m) of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached with this report as Annexure Vi’.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

LOANS, INVESTMENTS AND GUARANTEES

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company did not have any Subsidiaries, Associates or Joint venture Companies during FY 2023-24

REVISION OF FINANCIAL STATEMENTS

There was no revision made to the financial statements for any of the three financial years preceding FY 2023-24

RISK MANAGEMENT

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise-wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multibase applies risk management in a well-defined, integrated framework

that promotes awareness of risks and understanding of the company''s risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid risks.

INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT

The Company has an adequate Internal Financial Control System commensurate with the size and nature of its business. The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has an established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company https://www.multibaseindia. com/pdf/mil-whistle-blower-policy.pdf

No instances under the Whistle Blower Policy were reported during FY 2023-24.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a Policy on Prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing everyone at the workplace a safe, secure and dignified work environment. The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, including constitution of the Prevention of Sexual Harassment Committee (Internal Complaints Committee). All employees (permanent, contractual, temporary,

trainees) are covered under this policy. There were no complaints received or disposed of during the year under review; there were no pending complaints till the end of the financial year, either.

SECRETARIAL STANDARDS

The Directors confirm that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively, were followed by the Company during FY 2023-24.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.multibaseindia.com/policies.php

OTHERS:

• There were no significant and/ or material orders passed by the regulators or courts or tribunals during FY2023-24, which could have an impact on the going concern status of your Company and its operations in future.

• There were no material changes and commitments have occurred affecting the Company''s financial position between the end of the financial year of the Company and the date of this report.

• During FY2023-24, the properties, assets and inventories of your Company were safeguarded and insured properly.

• During FY2023-24, there were no material or serious instances of fraud, falling within the purview of Section 143(12) of the Act and rules made there under, by officers or employees of the Company during the course of the audit conducted.

• There were no instances on Unpaid/Unclaimed Dividend transferred to Investor Education and Protection Fund (“IEPF”) in terms of applicable

provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

ACKNOWLEDGEMENT

Your Directors, place on records their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during FY 2023-24. Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

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Mar 31, 2023

Your Directors are pleased to present their 32^nd Annual Report together with Audited Financial Statements of your Company for the Financial Year ended March 31,2023.

('' In lacs)

FINANCIAL RESULTS	Year ended 31st March, 2023	Year ended 31st March, 2022
Revenue from Operations	7221.58	6248.39
Other Income	459.04	290.70
Total Income	7680.62	6539.09
Less: Expenses other than Depreciation	6264.02	5581.67
Profit before Depreciation	1416.60	957.42
Depreciation	100.10	94.64
Profit before Tax	1316.50	862.78
Provision for tax	337.64	228.85
Profit after Tax	978.86	633.93
Dividend Declared	252.40	126.20
Other comprehensive income, net of taxes	2.03	1.95
Total comprehensive income for the year	976.83	631.98
Balance brought forward from previous year	10481.55	10101.97
Balance carried forward to Balance Sheet	11332.18	10481.55

OPERATIONS

With the current business portfolio, the Company is largely operating in Automotive, Consumer & Industrial and Thermoplastic Additives.

During the year under review, the Company reported gross revenue from operations of '' 7,221.58 Lacs as against '' 6,248.39 Lacs during the FY 2021-22. The Company reported Profit before Tax of '' 1,316.50 Lacs and Profit after Tax of ''978.86 Lacs as against '' 862.78 Lac and '' 633.93 Lacs respectively for the previous financial year. Revenue during the current financial year increased by 15.57% as against last year and is mainly on account of increase in trading segment portfolio sales and increase in selling price of certain products.

The Company''s gross margins improved by 1% from 28.87% to 30.19% in the current year which is mainly on account of stable raw material prices and increase in traded products margin. Further the Company has earned interest income on fixed deposits of '' 353.75 lakhs owing to changes in monetary policies in India and due to better interest rate negotiated in the current year.

During the year under review, there was no change in the nature of business of the Company.

DIVIDEND

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a final dividend of '' 2/- per equity share subject to approval of the Shareholders at the Annual General Meeting (‘AGM’).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of Dividend after deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Company has not paid any Interim Dividend during the financial year under review. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”), the Company has formulated a Dividend Distribution Policy which details out various factors consideration based on which the Board considers the proposal for recommendation or declaration of Dividend. The Dividend Distribution Policy of the Company is available on Company''s website at www.multibaseindia.com

TRANSFER TO RESERVES

The Board of Directors have not recommended transfer of any amount of Profit to reserves during the year under review.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiaries, Associates or Joint venture Companies.

REVISION OF FINANCIAL STATEMENT

There was no revision to the financial statements for any of the preceding financial years.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS

The Board of Directors comprises of 6 (Six) Directors, out of which 3 (Three) of the Board Members are Independent Directors. The composition of the Board complies with the requirements prescribed in the SEBI Listing Regulations and the Companies Act, 2013 (‘the Act'').

Mr. Mark Stephen Metaxas, (DIN:09607494) was appointed as an Additional Director (Non-executive) of the Company with effect from May 26, 2022. The Shareholders at their Annual General Meeting held on September 26, 2022 appointed him as Non-Executive & Non Independent Director of the Company.

Mr. R T Paullin, (DIN: 08759596), Director (Non-Executive & Non-Independent), has resigned from the Company''s Board with effect from May 26, 2022 due to his pre-occupancy with other assignments. The Board places on record its appreciation for the valuable services rendered by him, during his tenure as a Director of the Company.

Mr. Deepak Arun Dhanak, (DIN: 03157491) was re-appointed as the Managing Director of the Company for the period of 3 years effective from March 02, 2023 as per the terms and conditions as approved by Shareholders.

Pursuant to the provisions of Section 152 of the Act, Mr. Krishan Kumar Phophalia (DIN: 08395171), Director (NonExecutive & Non-Independent) of the Company is liable to retire by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment. A resolution seeking shareholders'' approval for his reappointment forms part of the Notice of the 32^nd AGM of the Company.

None of Directors are disqualified from being appointed / reappointed as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Act, 2013.

All Directors have given a certificate to the Compliance Officer confirming the adherence to the Code of Conduct & Ethics Policy of the Company for the financial year 2022-23.

Key Managerial Personnel (KMP):

In terms of provisions of Section 203 of the Act, the following are the KMP of the Company as on date:

i. Mr. Deepak Dhanak - Managing Director

ii. Mr. Pankaj Holani - Chief Financial Officer

iii. Ms. Parmy Kamani - Company Secretary and Compliance Officer

Apart from the above, no other Director or KMP was/were appointed or had retired or resigned during FY 2022-23.

COMMITTEES OF BOARD OF DIRECTORS

The Company has four (4) primary Board-level Committees, which have been established in compliance with the provisions of the Act and Listing Regulations:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholder''s Relationship Committee;

- Corporate Social Responsibility Committee AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing

Regulations constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Faqirchand Chhabra (Member) and Mr. Krishan Kumar Phophalia (Member).

The scope and terms of reference of the Audit Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

During the year under review, there were no instances of recommendation by the Audit Committee not being accepted by the Board of Directors of the Company.

The Company Secretary acts as Secretary of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

Your Directors have, in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations constituted the Nomination and Remuneration Committee of the Board. As on date, the members of the Nomination and Remuneration Committee are Mr. Ashok Faqirchand Chhabra (Chairman), Mr. Harish Narendra Motiwalla (Member), Mr. Krishan Kumar Phophalia (Member) and Ms. Bharti Pradeep Dhar (Member).

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act and it reviews the information as required under SEBI Regulations.

During the year under review, there were no instances of the recommendation by the NRC Committee not being accepted by the Board of Directors of the Company.

The Company Secretary acts as Secretary of the Committee.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Your Directors have, in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations constituted the Stakeholder''s Relationship Committee of the Board. As on date, the members of the Stakeholder''s Relationship Committee are Mr. Ashok Faqirchand Chhabra (Chairman), Mr. Harish Narendra Motiwalla (Member), Mr. Deepak Arun Dhanak (Member).

The scope and terms of reference of the Stakeholder''s Relationship Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

A Share Transfer Committee comprising of Mr. Deepak Arun Dhanak (Chairman) and Mr. Krishan Kumar Phophalia (Member) has been constituted for the purpose of Dematerlisation of Shares, Transfer of Shares, Issue of Duplication Shares, Loss of Share Certificate and any other purpose deems to be fit for Transfer/Transmission of Shares of the Shareholders of the Company.

During the year under review, there were no instances of the recommendation by the SRC Committee not being accepted by the Board of Directors of the Company.

The Company Secretary acts as Secretary of the Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Board of Directors has formulated the Corporate Social Responsibility (CSR) Policy pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company http://www. multibaseindia.com/pdf/Multibase%20CSR%20Policy%20. pdf.

As on date, the members of the CSR Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Faqirchand Chhabra (Member), Mr. Deepak Arun Dhanak (Member) and Ms. Bharti Pradeep Dhar (Member).

A brief outline of the CSR Policy of the Company and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ‘Annexure II'' to this Report.

DECLARATION FROM INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all the Independent Directors of the Company that they satisfy the “criteria of Independence” as defined under Regulation 16(1)(b) of SEBI Listing Regulations and Section 149(6) of the Act read with the Schedules and Rules made there under. Further, all the Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. There has been no change in the circumstances or situation that could impair or impact their ability to discharge their duties.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

CHANGE IN SHARE CAPITAL

During the year under review, there is no change in the Share Capital of the Company.

DEPOSITS

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

As on March 31, 2023, there were no deposits which were unclaimed and due for repayment.

STATUTORY AUDITORS

M/s. Price Waterhouse LLP Chartered Accountants (ICAI Firm Registration No. 301112E/E300264) were appointed as the Statutory Auditors of the Company at the AGM of the Company held on September 21,2021 for a term of five years to hold the office till the conclusion of the 35^th Annual General Meeting of the Company.

However, they have tendered resignation with effect from August 08, 2023. The Statutory Auditors'' resignation is voluntary and not on account of any concern.

Further, based on the recommendation of the Audit Committee, and the confirmation received from MSKA & Associates, Chartered Accountants (Firm''s Registration No: 105047W) on their eligibility, the Board recommends to the Members their appointment as the Statutory Auditors of the Company in Casual Vacancy to hold office with effect from 08^th August, 2023 till the conclusion of this Annual General Meeting at the ensuing Annual General Meeting of the Company.

The Board of Directors, on the recommendation of the Audit Committee, also recommends to appoint MSKA & Associates, Chartered Accountants (Firm''s Registration No: 105047W) as Statutory Auditors for a term of five (5) years to hold office from the conclusion of this Annual General Meeting till the conclusion of the 37^th Annual General Meeting of the Company to be held in the year 2028.

Further, the report of the Statutory Auditors on standalone Ind AS Financial Statements along with notes to Schedules prepared by Price Waterhouse LLP Chartered Accountants, Firm''s Registration No: 301112E/E-300264 forms part of the Annual Report. The Report is self-explanatory and does not contain any qualification, reservation, adverse remark, disclaimer or emphasis of matter.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s Dhrumil M. Shah & Co, Practicing Company Secretary, to conduct the Secretarial Audit of your Company for the financial year 202223. The Secretarial Audit Report issued by M/s. Dhrumil M. Shah & Co. LLP is enclosed as ‘Annexure I'' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

As per the provisions of Section 148 of the Act, the Company is required to appoint Cost Accountant, to carry out the cost audit of cost records that has been maintained for the Company''s manufacturing unit(s). The Company has appointed M/s B F Modi & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2023-24. The remuneration as fixed by the Board of Directors is required to be ratified by members at the 32^nd AGM of the Company.

The Cost Audit Report for the financial year 2022-23 does not contain any qualification, reservation, or adverse remarks.

INTERNAL AUDITORS

M/s. Mukund & Rohit, Chartered Accountants have been appointed as Internal Auditors of the Company for the financial year 2023-24.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31,2023, the Board of Directors hereby confirms that

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 operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

In compliance with Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report.

A certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI Listing Regulations, is appended to this Annual Report and forms part of this Directors'' Report.

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multibase applies risk management in a well-defined, integrated framework that promotes awareness of risks and understanding of the company''s risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid risks.

INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT

The Company has an adequate Internal Financial Control System commensurate with the size and nature of its business. The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

CRITERIA FOR APPOINTMENT OF DIRECTORS AND RELATED MATTERS

The criteria for appointment of Directors and Senior Management, related matters and the remuneration policy is provided in ‘Annexure III'' to this Report. The remuneration policy of the Company is designed to attract, motivate and retain employees in a competitive market. The Nomination and Remuneration Policy can be accessed on the website of the Company at http://www.multibaseindia.com/.

ANNUAL EVALUATION OF THE DIRECTORS AND THE BOARD

Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and the Directors individually. The evaluation of the Chairman, Non-independent Directors and the Board was conducted at the Independent Directors meeting held on February 9, 2023.

The Major Evaluation Criteria, amongst other criteria, applied are:

(a) For Independent Directors:

• Knowledge and Skills

• Professional conduct

• Duties, roles and functions

(b) For Executive Directors

• Performance as Team Leader/ Member;

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios;

• Professional Conduct, Integrity;

• Sharing of Information with the Board.

The Directors were satisfied with the evaluation process undertaken during the year. Further, in the opinion of the Board, all the Independent Directors possess utmost integrity professional expertise and requisite experience including proficiency.

The criteria for evaluation are provided in ‘Annexure III'' of this report.

DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The Independent Directors of the Company are informed about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters. Periodic presentations are made at the Board and Committees meetings relating to the Company''s performance.

The details of the familiarization programme are uploaded on the website of the Company http://www.multibaseindia.com/.

In the Opinion of the Board of the Directors of the Company, the Independent Directors of the Company fulfills the conditions specified in Listing Regulations and are independent of the management of the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and at arm''s length basis. Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in ‘Annexure IV'' to this Report. All transactions with related parties were placed before the Audit Committee for its approval. An omnibus approval of the Audit Committee is obtained for the Related Party Transactions which are repetitive in nature.

As per the requirement of Regulation 23 of the SEBI Listing Regulations, approval of the Audit Committee was received for all the Related Party Transactions.

The Company has adopted a policy to deal with related party transactions and for determining material subsidiary. The policy is on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

There were no loans taken nor any guarantees were provided and also there were no investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2023.

VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has an established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company http://www.multibaseindia.com/pdf/mil-whistle-blower-policy.pdf.

No instances under the Whistle Blower Policy was reported during the financial year 2022-23.

MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, 5 (Five) Board Meetings and 4(Four) Audit Committee Meetings were convened and held. All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details of meeting and attendance of Board/Committee Members have been provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under SEBI Listing Regulations and the Companies Act, 2013.

SECRETARIAL STANDARDS

The Directors state that 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 followed by the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in the report, no material changes and commitments have occurred which could affect the Company''s financial position between the end of the financial year of the Company and the date of this report.

INSURANCE

During the year, the properties, assets and inventories of your Company are safeguarded properly.

INDUSTRIAL RELATIONS

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

Details of employee''s remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours and shall be made available to any shareholder on request.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in Annexure V which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in ‘Annexure VI'' which form parts of this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2023 in e-Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://www.multibaseindia.com/.

FRAUD REPORTING

During the year under review, there were no material or serious instances of fraud, falling within the purview of Section 143(12) of the Act and rules made there under, by officers or employees of the Company during the course of the audit conducted.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a Policy on Prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, including constitution of the Prevention of Sexual Harassment Committee (Internal Complaints Committee).

No. of complaints filed during Financial Year 2022-23 NIL

No. of complaints disposed off during Financial Year NIL

2022-23

No. of complaints pending as on 31^st March, 2023 NIL

GENERAL

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise and under Employees Stock Option Scheme as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

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

c) Exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act.

d) There was no Unpaid/Unclaimed Dividend transferred to Investor Education and Protection Fund (“IEPF”) in terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

e) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

f) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

H.N. Motiwalla Deepak Dhanak

Chairman Managing Director

DIN: 00029835 DIN: 03157491

Registered Office:

74/5-6, Daman Industrial Estate,

Kadaiya Village, Nani Daman,

Daman and Diu, Union Territory,

PIN - 396 210.

Tel.: [phone] Fax: [phone]

Email: [e-mail] Website: www.multibaseindia.com CIN: L01122DD1991PLC002959

Date: August 08, 2023 Place: Mumbai

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Mar 31, 2018

To

The Members,

The Directors are pleased to present the 27^th Annual Report together with Audited Financial Statements of your Company for the Financial Year ended March 31, 2018.

(Rs, In Lac).

FINANCIAL RESULTS	Year ended 31st March, 2018	Year ended 31st March, 2017
Profit before Depreciation	3068.40	2,100.69
Depreciation	81.35	67.83
Profit before Tax	2,987.05	2,030.59
Provision for tax	1031.79	702.91
Profit after Tax	1,955.26	1,328.45
Balance brought forward from previous year	5054.98	3,725.03
Balance carried forward to Balance Sheet	7,008.74	5,054.98

OPERATIONS

During the year under review, the Company reported gross revenue from operations of Rs, 11,151.61 Lac as against Rs, 9,648.67 Lac during the FY 2016-17. The Company reported Profit before Tax of Rs, 2,987.05 Lac and Profit after Tax of Rs, 1,955.26 Lac as against Rs, 2,030.59 Lac and Rs, 1,328.45 Lac respectively for the previous Financial Year.

DIVIDEND

The Board does not recommend payment of dividend for this year in order to conserve resources.

None of Directors are disqualified from being appointed / reappointed as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Act, 2013.

Your Board recommends the appointment / reappointment of the above Director at the ensuing Annual General Meeting.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all Independent Directors of the Company that they satisfy the “criteria of Independence” as defined under Regulation 16(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules made thereunder.

AUDITORS

STATUTORY AUDITORS

The Members had at the 26^th Annual General Meeting of the Company held on 25^th July 2017 appointed M/s BSR & Co. LLP, Chartered Accountants, (Firm Registration no. 101248W/W-100022) as the Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of the 26^th Annual General Meeting until the conclusion of 31^st Annual General meeting of the Company. In terms of Section 139 of the Companies Amendment Act, 2018 such appointment no longer requires the ratification by the Members at each Annual General Meeting. Accordingly the term of Statutory auditors. M/s BSR & Co. LLP Chartered Accountants, (Firm Registration no.101248W/W-100022), as Statutory Auditors shall continue for a consecutive term of 5 years.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s Dhrumil M Shah & Co, Practicing Company Secretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is enclosed as ‘Annexure I'' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS’ REPORT

The Auditors'' Report for the year ended March 31, 2018 does not contain any qualification, reservation or adverse remark.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of Companies. Ind AS has replaced the existing Indian GAAP as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts)

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates or Joint ventures.

During the year Multibase SA (France) sold 800 equity shares purchased during the open offer in 2016 to public through offer for sale. Thus Multibase S.A. (France) now holds 75% of the equity shares in the share capital of Multibase India Limited.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Maithilee Mistry (DIN 02152619) will retire at the ensuing Annual General Meeting of the Rules, 2014. For your Company, Ind AS was applicable from April 1, 2017.

COST AUDIT

Pursuant to provisions of Rule 5 (1) and Rule 3 (B) of the Companies (Cost records and Audit) Rules, 2014, your Company is not required to conduct Cost Audit for financial year 2017-18.

However the Company is required to maintain cost records.

Accordingly, your Company appointed B. F. Modi & Associates, Cost Accountants for issuing the Compliance report for maintenance of the Cost records.

However as per the provisions of Section 148 of the Companies Act, 2013, the Company is required to appoint Cost Accountant, to carry out the cost audit of cost records of the Company''s manufacturing units for the year 2018-19. The Company has appointed M/s B F Modi & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2018-19 at a remuneration of Rs. 1,00,000(excluding taxes) and reimbursement of out of pocket at actuals. The remuneration shall be placed before the shareholders of the Company at the forthcoming Annual general meeting of the Company for ratification.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Ms. Maithilee Mistry.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2018, the Board of Directors hereby confirms that:

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; and

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.

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.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended to this Annual Report and forms part of this Directors'' Report.

RISK MANAGEMENT

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multibase applies risk management in a well-defined, integrated framework that promotes awareness of risks and understanding of the company''s risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid risks.

INTERNAL CONTROL AND INTERNAL AUDIT

The Company has an adequate Internal Control System commensurate with the size and nature of its business. The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Board of Directors has formulated the Corporate Social Responsibility (CSR) Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company http://www.multibaseindia.com/policies.php

As on date, the members of the CSR Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Mr. Deepak Dhanak. The other members of the Committee are Ms. Ramolla Karnani and Ms. Ruby Thapar.

The company has spent an amount of '' 54,577 under preventive health care for CSR activity of the Company and the Company is looking forward to perceive more appropriate and suitable activities for investing in the field of Corporate Social Responsibility.

A brief outline of the CSR Policy of the Company and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules,2014, are set out in ‘Annexure II'' to this Report.

CRITERIA FOR APPOINTMENT OF DIRECTORS AND RELATED MATTERS

The criteria for appointment of directors, related matters and the remuneration policy is provided in ‘Annexure III'' to this Report.

ANNUAL EVALUATION OF THE DIRECTORS AND THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and the directors individually. The evaluation of the Chairman, non-independent directors and the Board was conducted at the Independent Directors meeting held on 13^th February 2018. The criteria for evaluation are provided in ‘Annexure III’ of this report.

DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The independent directors of the Company are informed about their roles, rights, responsibilities in the company, nature of the industry in which the company operates, and related matters. The details of the familiarization programme is uploaded on the website of the Company www. multibaseindia.com

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and at arm''s length basis. The details of material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements are furnished in ‘Annexure IV'' and forms part of this Report.

As per the requirement of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company seeks approval of shareholders for passing necessary resolution at the forthcoming Annual General meeting of the Company.

In compliance with Regulation 23 of the SEBI Listing Regulations, the Company has adopted a policy to deal with related party transactions and for determining material subsidiary. The policy is on the website of the Company http://www.multibaseindia.com/policies.php

VIGIL MECHANISM POLICY:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has an established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company http://www.multibaseindia.com/policies.php

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Regulation 18 of the SEBI (Listing Obligation and Disclosures Requirements), Regulations, 2015.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as ‘Annexure V''.

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

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are enclosed as ‘Annexure VII'' to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

H.N. Motiwalla Deepak Dhanak

Non-executive

Chairman Managing Director

DIN: 00029835 DIN: 03157491

Registered Office:

74/5-6, Daman Industrial Estate,

Kadaiya Village, Nani Daman,

Daman and Diu,

Union Territory, Pin - 396210.

Tel.: [phone];

Fax: [phone] Email: [e-mail]

Website: www.multibaseindia.com

CIN:L01122DD1991PLC002959

Date: 24^th May 2018

Place: Mumbai

---

Mar 31, 2017

To

The Members,

The Directors are pleased to present the 26^th Annual Report together with Audited Financial Statements of your Company for the Financial Year ended March 31, 2017.

(Rs. In Lac)

FINANCIAL RESULTS	Year ended 31st March, 2017	Year ended 31st March, 2016
Profit before Depreciation	2,100.69	1,572.09
Depreciation	67.83	59.90
Profit before Tax	2,032.86	1,512.19
Provision for tax	702.91	524.49
Profit after Tax	1,329.95	987.69
Balance brought forward	3,725.03	2,737.33
from previous year
Balance carried forward to	5,054.98	3,725.03
Balance Sheet

OPERATIONS

During the year under review, the Company reported gross revenue from operations of Rs. 9,648.67 lac as against Rs. 7,824.12 lac during the FY 2015-16. The Company reported Profit Before Tax of Rs. 2,032.86 Lac and Profit After Tax of Rs. 1,329.95 as against Rs. 1,512.19 Lac and Rs. 987.69 Lac respectively for the previous Financial Year.

DIVIDEND

The Board is optimistic about the future of the Company in light of the current favorable business environment in Indian market. Hence the Company has opted to invest further in the company. However during the last 12 months the Company has benefitted from low raw material price due to low oil price and this has generated significant positive impact on the profitability of the Company but oil price remain uncertain and we need to remain cautious.

Therefore the Board proposes to plough back the funds into the Company for business expansion and therefore does not recommend payment of dividend for the year.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates or Joint ventures.

Multibase S.A. (France) holds 75% of the equity shares of Multibase India Limited. The ultimate holding Company of Multibase S.A (France) was Dow Corning Corporation. Dow Corning Corporation (US Corporation) (DCC) was formed as a 50:50 joint venture of Corning Inc. and Dow Holdings LLC. On June 1, 2016 Dow Holdings LLC gained 100% equity stake of DCC. Accordingly Dow Holdings LLC, a subsidiary of The Dow Chemical Company (a US corporation) became 100% holding company of DCC. By virtue of aforesaid change in the holding of DCC, Multibase India Limited became an indirect subsidiary of Dow Holdings LLC.

BOARD OF DIRECTORS

During the financial year Mr. Deepak Dhanak was reappointed as the Managing Director of the Company for a period of 3 years w.e.f. 2^nd March 2017

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Suely Mori (DIN 07046468) will retire at the ensuing Annual General Meeting of the Company and being eligible, offers herself for reappointment.

Mr. Vipul Babu (DIN: 07737345) has been appointed as an Additional Director of the Company w.e.f. May 22, 2017 and holds office as such up to the date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Mr. Vipul Babu for the office of Directorship pursuant to Section 160 of the Companies Act, 2013.

None of Directors are disqualified from being appointed / reappointed as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Act, 2013.

Your Board recommends the appointment / reappointment of the above Directors at the ensuing Annual General Meeting.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all Independent Directors of the Company that they satisfy the “criteria of Independence” as defined under Regulation 16(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules made there under.

AUDITORS STATUTORY AUDITORS

The Members at the 23^rd Annual General Meeting (“AGM”) had approved the appointment of M/s Deloitte Haskins & Sells (Firm Registration No.117364W) as Statutory Auditors of your Company for a period of 3 years to hold office from the conclusion of the 23^rd AGM until the conclusion of the 26^th AGM. The term of M/s Deloitte Haskins & Sells, Statutory Auditors expires at the ensuing Annual General Meeting of the Company. The Company proposes to appoint M/s BSR & Co. LLP, Chartered Accountants, (Firm Registration no. 101248W/W-100022) as the Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of the 26^th Annual General Meeting until the conclusion of 31 ^st Annual General meeting of the Company. In terms of Section 139 of the Companies Act, 2013 such appointment is subject to the ratification by the Members at every Annual General Meeting. M/s BSR & Co. LLP Chartered Accountants, (Firm Registration no. 101248W/W-100022) have confirmed their eligibility to act as the Auditors of your Company.

Further, as required under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Accordingly, your Directors seek the appointment of M/s BSR & Co. LLP, Chartered Accountants, (Firm Registration no. 101248W/W-100022), as Statutory Auditors for a consecutive term of 5 years subject to ratification of shareholders at every Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s Dhrumil M Shah & Co, Practicing Company Secretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is enclosed as ‘Annexure I'' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS’ REPORT

The Auditors'' Report for the year ended March 31, 2017 does not contain any qualification, reservation or adverse remark.

COST AUDIT

Pursuant to provisions of Rule 5 (1) and Rule 3 (B) of the Companies (Cost records and Audit) Rules, 2014, your Company is not required to conduct Cost Audit.

However the Company is required to maintain cost records.

Accordingly, your Company appointed B. F. Modi & Associates, Cost Accountants for issuing the Compliance report for maintenance of the Cost records.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Ms. Maithilee Mistry.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2017, the Board of Directors hereby confirms that:

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; and

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.

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.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended to this Annual Report and forms part of this Directors'' Report.

RISK MANAGEMENT

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value.

The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multibase applies risk management in a well-defined, integrated framework that promotes awareness of risks and understanding of the company''s risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid risks.

INTERNAL AUDIT

The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Board of Directors has formulated the Corporate Social Responsibility (CSR) Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company http://www.multibaseindia.com/financial-result/policies.htm

As on date, the members of the CSR Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Mr. Deepak Dhanak. The other members of the Committee are Ms. Ramolla Karnani and Ms. Ruby Thapar.

However the Company needs to plough back funds for business expansion. The Company does not have sufficient reserves and hence has also not paid dividend to its shareholders. Hence the Board on the recommendation of the CSR committee in its meeting held on February 7, 2017 has decided that the company would not spend on CSR activities till the time the Company has sufficient reserves to pay dividend to shareholders.

A brief outline of the CSR Policy of the Company and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules,2014, are set out in ‘Annexure II'' to this Report.

CRITERIA FOR APPOINTMENT OF DIRECTORS AND RELATED MATTERS

The criteria for appointment of directors, related matters and the remuneration policy is provided in ‘Annexure III'' to this Report.

ANNUAL EVALUATION OF THE DIRECTORS AND THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and the directors individually. The evaluation of the Chairman, non-independent directors and the Board was conducted at the Independent Directors meeting held on 7^th February 2017. The criteria for evaluation are provided in ‘Annexure III’ of this report.

DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The independent directors of the Company are informed about their roles, rights, responsibilities in the company, nature of the industry in which the company operates, and related matters. The details of the familiarization programme is uploaded on the website of the Company www. multibaseindia.com

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and at arm''s length basis. The details of material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements are furnished in ‘Annexure IV'' and forms part of this Report.

As per the requirement of Regulation 23 under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company seeks approval of shareholders for passing necessary resolution at the forthcoming Annual General meeting of the Company.

In compliance with Regulation 23 of the SEBI Listing Regulations, the Company has adopted a policy to deal with related party transactions and for determining material subsidiary. The policy is on the website of the Company http://www.multibaseindia.com/financial-result/policies.htm

VIGIL MECHANISM POLICY:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors have established the Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company http://www.multibaseindia.com/financial-result/ policies.htm

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Regulation 18 of the SEBI (Listing Obligation and Disclosures Requirements), Regulations, 2015.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as ‘Annexure V''.

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

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are enclosed as ‘Annexure VII'' to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

H.N. Motiwalla Deepak Dhanak

Non-executive Managing Director

Chairman DIN: 03157491 DIN: 00029835

Registered Office:

74/5-6, Daman Industrial Estate,

Kadaiya Village, Nani Daman,

Daman and Diu, Union Territory,

Pin - 396210.

Tel.: [phone]

Fax: [phone]

Email: [e-mail]

Website: www.multibaseindia.com

CIN:L01122DD1991PLC002959

Date: 22^nd May 2017

Place: Mumbai

---

Mar 31, 2015

The Directors are pleased to present the 24th Annual Report together with Audited Financial Statement of your Company for the Financial Year ended March 31, 2015.

(Rs,In Lac)

FINANCIAL RESULTS Year ended Year ended 31st March, 31st March, 2015 2014

Profit before Depreciation 1,164.37 799.20

Depreciation 70.71 47.22

Profit before Tax 1,093.65 751.98

Provision for tax 371.49 244.09

Profit after Tax 722.16 507.89

Balance brought forward 2,024.67 1,516.78

from previous year

Balance carried forward to 2,737.33 2,024.67

Balance Sheet

OPERATIONS

During the year under review, the Company reported gross revenue from operations of Rs. 6,824.92 lac as against Rs. 6,048.19 lac during the FY 2013-14. The Company reported Profit Before Tax of Rs. 1,093.65 Lac and Profit After Tax of Rs. 722.16 Lac as against Rs. 751.98 Lac and Rs. 507.89 Lac respectively for the previous Financial Year.

DIVIDEND

In order to conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates or Joint ventures.

BOARD OF DIRECTORS

During the financial year 2014-15, Ms. Suely Mori was appointed as an Additional Director of the Company w.e.f. February 13, 2015, and holds office as such up to the date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Ms. Suely Mori for the office of Directorship pursuant to Section 160 of the Companies Act, 2013.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Peter Cartwright will retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

None of Directors are disqualified from being appointed / re- appointed as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Act, 2013.

Your Board recommends the appointment / reappointment of the above Directors at the ensuing Annual General Meeting.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all Independent Directors of the Company that they satisfy the "criteria of Independence" as defined under Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules made there under.

AUDITORS

STATUTORY AUDITORS

The Members at the 23rd Annual General Meeting ("AGM") had approved the appointment of M/s. Deloitte Haskins & Sells (Firm Registration No. No.117364W) as Statutory Auditors of your Company for a period of 3 years to hold office from the conclusion of the 23rd AGM until the conclusion of the 26th AGM. In terms of section 139 of the Companies Act, 2013 such appointment is subject to the ratification by the Members at each AGM. M/s Deloitte Haskins & Sells have confirmed their eligibility to act as the Auditors of your Company. Further, as required under Clause 49 of the Listing Agreement with Stock Exchanges, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Accordingly, your Directors seek ratification of the appointment of the Statutory Auditors for the financial year 2015-16

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/S Dhrumil M Shah & Co, Practicing Company Secretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is enclosed as 'Annexure I' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS' REPORT

The Auditors' Report for the year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

COST AUDIT

Pursuant to provisions of Rule 5 (1) and Rule 3 (B) of the Companies (Cost records and Audit) Rules, 2014, your Company is not required to conduct Cost Audit.

However the Company is required to maintain cost records.

Accordingly, your Company appointed B. F. Modi & Associates, Cost Accountants for maintenance of the Cost records.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Mr. Krishna Joshi.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

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; and

e. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company 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.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors' Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors' Report.

RISK MANAGEMENT

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multiphase applies risk management in a well-defined, integrated framework that promotes awareness of risks and understanding of the company's risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid risks.

INTERNAL AUDIT

The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Board of Directors during the year under review approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company http://www. multibaseindia.com/financial-result/policies.htm

As on date, the members of the CSR Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Mr. Deepak Dhanak.

However the Company needs to plough back funds for business expenditure. The Company does not have sufficient reserves and hence has also not paid dividend to its shareholders. Hence the Board on the recommendation of the CSR committee in its meeting held on February 13, 2015 has decided that the company would not spend on CSR activities till the time the Company has sufficient reserves to pay dividend to shareholders.

A brief outline of the CSR Policy of the Company and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules 2014, are set out in 'Annexure II' to this Report.

CRITERIA FOR APPOINTMENT OF DIRECTORS AND RELATED MATTERS

The criteria for appointment of directors, related matter and remuneration policy is provided in 'Annexure III' to this Report.

ANNUAL EVALUATION OF THE DIRECTORS AND THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the directors individually. The evaluation of the Chairman, non-independent directors and the Board was conducted at the Independent Directors meeting held on 16th March 2015. The criteria for evaluation is provided in 'Annexure III' of this report.

DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The independent directors of the Company are informed about their roles, rights, responsibilities in the company, nature of the industry in which the company operates, and related matters. The details of the familiarization programme is uploaded on the website of the Company www. multibaseindia.com

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and on an arm's length basis. There were no material related party transactions entered during the year as defined under Clause 49 of the Listing Agreement. In compliance with Clause 49 of the Listing Agreement the Company has adopted a policy to deal with related party transactions and for determining material subsidiary. The policy is on the website of the Company http://www.multibaseindia.com/financial-result/ policies.htm

VIGIL MECHANISM POLICY:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Board of Directors in their meeting held on May 31, 2014 established the Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company http://www.multibaseindia.com/financial-result/ policies.htm

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Clause 49 of the Listing Agreement.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The ratio of remuneration of each director to median remuneration of the employees of the company for the financial year under review along with the disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as 'Annexure IV'.

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

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are enclosed as 'Annexure VI' to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

sd/- sd/-

H. N. Motiwalla Deepak Dhanak

Non-executive Managing Director Chairman

Registered Office:

74/5-6, Daman Industrial Estate,

Kadaiya Village, Nani Daman,

Daman and Diu, Union Territory,

Din – 396210.

Tel.: [phone]

Fax: [phone]

Email: [e-mail]

Website: www.multibaseindia.com

CIN: L01122DD1991PLC002959

Date : 4th August, 2015

Place: Mumbai

---

Mar 31, 2014

Dear members,

The Directors are pleased to present the 23rd Annual Report together with Audited Financial Accounts of your Company for the Financial Year ended March 31, 2014.

(Rs. In Lac)

FINANCIAL RESULTS Year ended Year ended 31st March, 31st March, 2014 2013

Profit before Depreciation 799.20 703.14

Depreciation 47.22 49.27

Profit before Tax 751.98 653.87

Provision for tax 244.09 204.90

Profit after Tax 507.89 448.97

Balance brought forward 1516.78 1067.81

from previous year

Balance carried forward 2024.67 1516.78 to Balance Sheet

OPERATIONS FY 2013-14

During the year under review, the Company reported gross revenue from operations of Rs. 6048.19 lac as against Rs. 4976.78 lac during the FY 2012-13. The Company reported Profit Before Tax of Rs. 751.98 Lac and Profit After Tax of Rs. 507.89 Lac as against Rs. 653.87 Lac and Rs. 448.97 Lac respectively for the previous Financial Year.

DIVIDEND

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Mr. Krishna Joshi, retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

Mr. Peter Cartwright, who was appointed as Additional Director of the Company w.e.f. February 10, 2014, holds office as such upto the date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Mr. Peter Cartwright for the office of Directorship pursuant to Section 160 of the Companies Act, 2013.

The term of Mr. Deepak Dhanak, Managing Director expired on March 1, 2014. Mr. Deepak Dhanak was reappointed as Managing Director of the Company for a term of 3 years commencing from March 2, 2014, by the Board of Directors at their meeting held on February 10, 2014, subject to the approval of the Shareholders at the Annual General Meeting. An Abstract of terms of his re-appointment and Memorandum of Interest was send to all the members of the Company pursuant to Section 302 of the Companies Act, 1956.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which got notified w.e.f. April 1, 2014, every listed company shall have at least 1/3rd of the total number of Directors as Independent Directors who shall not be liable to retire by rotation and who shall hold office for a term of 5 consecutive years. Consequently, your Board recommends the appointment of Mr. Harish Narendra Motiwalla and Mr. Ashok Chhabra as Independent Directors of the Company for a term of 5 consecutive years commencing from April 1, 2014 and shall not be liable to retire by rotation. In the opinion of the Board of Directors, these Independent Directors are independent of management and they fulfill the conditions specified in the said Act and the rules made thereunder.

None of Directors are disqualified from being appointed / re- appointed as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Act, 2013.

Your Board recommends the appointment / reappointment of the above Directors at the ensuing Annual General Meeting.

Ms. Diane Kelly resigned from the Directorship of the Company w.e.f. February 10, 2014. Your Directors place on record their appreciation for the contribution and guidance rendered to the Company during her tenure and wish her all the luck for her future endeavours.

AUDITORS

M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 139 and 141 of the Companies Act, 2013 read with Rules made thereunder. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the period of 3 years from the conclusion of this Annual General Meeting till the conclusion of the fourth consecutive Annual General Meeting (AGM) (subject to ratification of reappointment by members at every AGM held after this AGM).

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla, Mr. Ashok Chhabra and Mr. Krishna Joshi.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

2) that 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors'' Report.

COST AUDIT

Pursuant to the Order no. F. No. 52/26/CAB-2010 dated January 24, 2012 of Ministry of Corporate Affairs, New Delhi, your Company is required to appoint Cost Auditor for doing Cost Audit of its Products.

Accordingly, your Company appointed B. F. Modi & Associates, Cost Accountants as Cost Auditor for the FY 2013-14. The Company is in process of filing the Cost Audit report in XBRL format with Ministry of Corporate Affairs. The due date of filing the Cost Audit report is 180 days from the end of FY 2013-14 i.e., 27th September, 2014.

DEPOSITS

The Company has neither invited nor accepted any Fixed Deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under.

ADDITIONAL INFORMATION

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Directors'' Report as Annexure "A" and forms part of this Annual Report.

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company as none of its employees draws more than or equal to Rs. 5,00,000/- per month, if employed in part of the financial year, and more than or equal to Rs. 60,00,000/- per annum, if employed throughout the financial year.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, Goa, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board sd/- sd/- H. N. Motiwalla Deepak Dhanak Chairman Managing Director

Registered Office: 74/5-6, Daman Industrial Estate, Kadaiya Village, Nani Daman, Daman and Diu, Union Territory, Pin - 396210. Tel.: [phone] Fax : [phone] Email: [e-mail] Website: www.multibaseindia.com CIN: L01122DD1991PLC002959

Date : 05.08.2014 Place: Mumbai

---

Mar 31, 2013

To The Members,

The Directors are pleased to present the 22nd Annual Report together with Audited Financial Accounts of your Company for the Financial Year ended March 31, 2013.

(Rs.In Lac)

FINANCIAL RESULTS Year ended Year ended 31st March, 31st March, 2013 2012

Profit before Depreciation 703.14 378.69

Depreciation 49.27 43.68

Profit before Tax 653.87 335.01

Provision for tax 204.90 115.36

Prof it after Tax 448.97 219.65

Balance brought forward from previous year 1067.81 848.15

Balance carried forward to

Balance Sheet 151678 1067-80

OPERTIONS FY 2012-13

During the year under review, the Company reported gross revenue from operations of Rs. 4976.78 lac as against Rs. 4307.63 lac during the FY 2011-12. The Company reported Profit Before Tax of Rs. 653.87 Lac and Profit After Tax of Rs. 448.97 Lac as against Rs. 335.01 Lac and Rs. 219.65 Lac respectively for the previous Financial Year, thereby reporting an increase of 95% and 104% respectively.

DIVIDEND

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Pursuant to Article 152 of Articles of Association, Mr. Ashok Chhabra, retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

Mr. Krishna Joshi, who was appointed as Additional Director of the Company w.e.f. May 1, 2013, holds office as such uptothe date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Mr. Krishna Joshi for the office of Directorship pursuant to Section 257 of the Companies Act, 1956.

None of Directors are disqualified from being appointed / re- appointed as Directors of the Company as per the disclosure received from them pursuant to Section 274(1 )(g) of the Companies Act, 1956.

Your Board recommends the appointment / reappointment of the above Directors at the ensuing Annual General Meeting.

Mr. Simon Bernard resigned from the Directorship of the Company w.e.f. May 1, 2013. Your Directors place on record his appreciation for the contribution and guidance rendered to the Company during his tenure and wish him all the luck for his future endeavours.

AUDITORS

M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1 B) of the Companies Act, 1956. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the FY 2013-14.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla, Mr. Ashok Chhabra and Mr. Krishna Joshi.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

2) that 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors'' Report.

COST AUDIT

Pursuant to the Order no. F. No. 52/26/CAB-2010 dated January 24, 2012 of Ministry of Corporate Affairs, New Delhi, your Company is required to appoint Cost Auditor for doing Cost Audit of its Products.

Accordingly, your Company appointed Nanty Shah & Associated, Cost Accountants as Cost Auditor for the FY 2011-12. The Company is in process of filing the Cost Audit report in XBRL format with Ministry of Corporate Affairs. The due date of filing the Cost Audit report is 180 days from the end of FY 2012-13 i.e., 27th September, 2013.

DEPOSITS

The Company has neither invited nor accepted any Fixed Deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under.

ADDITIONAL INFORMATION

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Directors'' Report as Annexure "A" and forms part of this Annual Report.

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company as none of its employees draws more than or equal to Rs. 5,00,000/- per month, if employed in part of the financial year, and more than or equal to Rs. 60,00,000/- per annum, if employed throughout the financial year.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, Goa, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

sd/- sd/- Mr. H. N. Motiwalla Mr. Deepak Dhanak Chairman Managing Director

Registered Office:

74/5-6, Daman Industrial Estate,

Kadaiya Village, Nani Daman,

Daman and Diu, Union Territory,

Pin-396210.

Date: May29, 2013

Place: Mumbai

---

Mar 31, 2012

The Directors are pleased to present the 21st Annual Report together with Audited Financial Accounts of your Company for the Financial Year ended March 31, 2012.

(Rs. In Lac)

FINANCIAL RESULTS Year ended Year ended 31st March, 31st March, 2012 2011

Profit before Depreciation 378.69 476.45

Depreciation 43.68 37.19

Profit before Tax 335.01 439.26

Provision for tax 115.36 148.36

Profit after Tax 219.65 290.90

Balance brought forward from previous year 848.15 557.25

Balance carried forward to Balance Sheet 1067.80 848.15

OPERATIONS

During the FY 2011-12, the Company reported gross revenue from operations of Rs. 4307.63 lac as against Rs. 4113.79 lac during the FY 2010-11. For the year 2011-12, the Company recorded EBITDA, PBT and PAT of Rs. 388.16 lac, Rs. 335.01 lac and Rs. 219.65 lac respectively as against previous year of Rs. 486.86 lac, Rs. 439.26 lac and Rs. 290.90 lac.

DIVIDEND

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Pursuant to Article 152 of Articles of Association, Mr. Simon Bernard and Mr. Harish Narendra Motiwalla, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Ms. Diane Kelly, who was appointed as an Additional Director of the Company w.e.f. September 30, 2011, holds office as such upto the date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Ms. Diane Kelly for the office of Directorship pursuant to Section 257 of the Companies Act, 1956.

None of Directors are disqualified from being appointed / re- appointed as Directors of the Company as per the disclosure received from them pursuant to Section 274(1)(g) of the Companies Act, 1956.

Your Board recommends the appointment / reappointment of the above Directors at the ensuing Annual General Meeting.

During the year 2011-12, Mr. Jean Paul Mollie and Mr. Ranjit Mathur resigned from the Directorship of the Company. Your Directors place on record their appreciation for the contribution and guidance rendered to the Company during their tenure and wish them all the luck for their future endeavours.

AUDITORS

M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1B) of the Companies Act, 1956. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the FY 2012-13.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla, Mr. Ashok Chhabra and Mr. Simon Bernard.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

2) that 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors' Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors' Report.

DEPOSITS

The Company has neither invited nor accepted any Fixed Deposits, within the meaning of Section 58 A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under.

ADDITIONAL INFORMATION

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Directors' Report as Annexure "A" and forms part of this Annual Report.

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company as none of its employees draws more than or equal to Rs. 5,00,000/- per month, if employed in part of the financial year, and more than or equal to Rs. 60,00,000/- per annum, if employed throughout the financial year.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, Goa, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

sd/- sd/-

(Mr. H. N. Motiwalla) (Mr. Deepak Dhanak) Chairman Managing Director

Registered Office:

74/5-6, Daman Industrial Estate,

Kadaiya Village, Nani Daman,

Daman and Diu, Union Territory,

Pin – 396210.

Date : 29.05.2012

Place: Mumbai

---

Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report together with audited accounts of your Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

Rs. In Lac

March 31, March 31, 2010 2009

A. Profit before Depreciation 416.02 (126.7)

B. Depreciation 65.64 103.5 c. Profit for the year/period 350.39 (230.2) D. Provision for Taxes 81.23 (24.3) e. (Loss)/Profit brought Forward 269.16 494.0

F. Transitional Effect of -- -- Employee Benefits per AS-15 Revised

G. Net(Loss)/Profit carried 557.25 288.1 Forward

OPERATIONS:

During the period 1st April, 2009 to 31st March, 2010, the Company reported a turnover of Rs 3557.42 lacs as against Rs. 3,538.0 lacs for the previous year April, 2008 to March, 2009. There was an operating profit of Rs. 362.34 lacs as against an operating loss of Rs. 87.2 lacs for the previous year. Afiter providing for interest of Rs 11.95 lacs, depreciation of Rs. 65.64 lacs, and provision for Taxation of Rs. 81.23 lacs, the Company has made a Net Profit afiter Tax of Rs. 269.16 lacs.

DIVIDEND:

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS:

In accordance with the Articles of Association of the Company and the provisions of Companies Act, 1956:

Mr. Jean Paul Mollie, appointed as Additional Director holds his office only upto the date of the next Annual General Meeting but shall be eligible for election at such meeting. Accordingly, the Board hereby recommends his appointment as Director of the company whose period of office shall be liable to be determined by retirement of Directors by rotation.

Mr. H. N. Motiwala, appointed as Additional Director holds his office only upto the date of the next Annual General Meeting but shall be eligible for election at such meeting. Accordingly, the Board hereby recommends his appointment as Director of the company whose period of office shall be liable to be determined by retirement of Directors by rotation.

Mr. Ashok Chhabra, appointed as Additional Director holds his office only upto the date of the next Annual General Meeting but shall be eligible for election at such meeting. Accordingly, the Board hereby recommends his appointment as Director of the company whose period of office shall be liable to be determined by retirement of Directors by rotation.

Mr. Simon Bernard, appointed as Additional Director holds his office only upto the date of the next Annual General Meeting but shall be eligible for election at such meeting. Accordingly, the Board hereby recommends his appointment as Director of the company whose period of office shall be liable to be determined by retirement of Directors by rotation.

Mr. Deepak Dhanak was appointed as additional Director effective June 29, 2010. He was also appointed as Whole Time Director for three years. In terms of section 260 of the Companies Act, 1956 he shall hold office only upto the date of the ensuing Annual General Meeting.

The company has received requisite notices in writing from members proposing their candidatures for the office of Director liable to retire by rotation.

None of the directors of the Company are disqualified for being appointed as directors as specifed in section 274(1) (g) of the Companies Act,1956.

Your directors recommend their appointments, re- appointment, necessary resolutions for the appointments, re- appointment of the aforesaid directors have been included in the Notice convening the annual general meeting.

During the Financial Year 2009 – 10 Mr. Ish Budhiraja & Mr. Nosh Modi resigned from the Directorship of the Company, Your Directors place on record their appreciation for the contributions, guidance made by them enabling the Company to gain from their rich experience, knowledge they had in their respective felds for the Business of the Company.

SHARE LISTING

During the year the Company had made an application to Ahmedabad Stock Exchange (ASE) & Vadodara Stock Exchange (VSE) for delisting of its Equity shares under Voluntary delisting of Securities under SEBI (Delisting of Equity Shares) Regulations, 2009. The said applications had been duly accepted by the respective Stock Exchanges on completion of all the procedures required in support of the same. The company has received Delistment approval from ASE. The Companys shares continue to be listed at Bombay & Vadodara Stock Exchange. The Listing fees for the year 2010-2011, have been paid by the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance and Certifcate from statutory auditors of the company regarding compliance of conditions of corporate governance by the Company is attached to this report.

FIXED DEPOSITS

The Company has neither invited nor accepted any Fixed Deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confrmed that:

(i) in the preparation of the annual accounts for the year 2009 -10, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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 that period.

(iii) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act, Accordingly, your Directors recommend re-appointment of Auditors.

The Notes on Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

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

The particulars as prescribed under section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure "A"to this report.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended forms a part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Reports and Accounts are being sent to all members excluding the statement of particulars of employees Under Section 217(2A). Any member interested in obtaining a copy of the statement may write to the Compliance officer at the Registered office of the Company.

REVIEW BY AUDIT COMMITTEE

The Financials of the Company were reviewed by the Audit Committee before being placed before the Board on their meeting held on May 29, 2010.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the listing agreements, the Management Discussion and Analysis Report forms a part of this report.

INSURANCE

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATION

The company continued to have cordial and harmonious relations with its employees.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors are also thankful for the valuable co- operation and support extended by Companys Vendors, Bankers, Business Associates and Investors who have put their faith in the Company. The Company also acknowledges its appreciation for the co-operation extended by Stock- Exchanges, NSDL and CDSL without whose support the Company could not have fulflled its obligation towards the members. By order of the Board of Directors For Multibase India Ltd

Sd/-

(KRISHNA H. JOSHI)

Managing Director

Place: Daman Date: 30.06.2010