Your Directors present 44 ' [Forty Fourth} Annual Report of Indo Borax & Chemicals Limited along with the
summary ofstandaionc and consolidated financial statements for the financial year ended 31¹¹ March, 2025.

FINANCIAL RESULTS

The perform ante of the Company for the financial year ended 3 1¹¹ March, 2025 is summarized below:

DIVIDEND

The Board has, subject to the approval of Members at the ensuing Annual General Meeting, recommended a
dividend @ Re, 1/* per equity share of face value of Re. I/- per equity share [i.c. 100%) for the year ended
31“ March, 2025

CHANGE IN THE NATURE OF BUSINESS

There was no change i n th e n ature of busi nes s o f the Com p any duri ng the fi n a ncia I year ende d 31* Ma rch, 20 25
TRANSFER TO RESERVES

No amount was transferred to any reserves during the financial year underreview.

STATE OE COMPANY AFFAIRS

The financial year 2024-25 has shown a decrease in sales volume as compared to previous financial year. On
standalone basis, sales for the financial year 2024-25 stood at Rs. 17,526.11 lakhs, lower by 8.39% over the
previous year sales of Rs, 19,130,30 Lakhs. Earnings before tax and depredation was Rs, 6,046.6(3 lakhs, which
was higher by 12.47% over EBTD of Rs. 5,376,12 Lakhs in 2023-24. The profit after tax For the year was Rs.
4,180,20 lakhs, which was higher by 9,03% over the PATofRs. 3,841,24 lakhs in 2023-24.

On consolidated basis,sales for the financial year 2024-25 stood atRs. 17,526.11 lakhs, lower by 8.39% over
the previous year of Rs, 19,130.30 lakhs. Earnings before tax and depreciation was Rs, 6,130.01 lakhs, which
was higher by 12,44 % over EBTD of Rs, 5451,65 Lakhs in 2025-24, The profit after tax for the year was Rs.
4,250.53 lakhs, which was higher by 9,05% over the PATofRs. 3,097,76 lakhs in 2023-24,

SUBS IDI ARY CGMPA N Y

Company has only one wholly owned subsidiary, Indoborax Infrastructure Private Limited, it has no associate
companies or joint ven tures companies within the meaning of Section 2(6) ofthc Companies Act, 2013 (“Act").
There has been no matcriai change in the nature of business of the subsidiary during the year

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the
financial statements of the Company's subsidiary in Form AOC-1 is attached to the financial statements of the
Company

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company,
consolidated financial statements, along with the relevant documents and separate audited financial
statements in respect of the subsidiary, arc available on the Company's website at
h tips ://www. in doborax.com/Subsidiary-Co mpany.php

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company and its subsidiary, which form part of Annual Report,
have been prepared in accordance with Section 129(3) ofthc Act. The consolidated financial statements for the
ycarcndcdSl^Marchj 2025, along with re port of the auditors thereon,arc attached herewith.

Further, pursuant to the provisions of Section 136 ofthc Act, the separate audited financial statements of the
subsidiary are available on the website of the company https://www.indoborax,com/Suhsidiary-
Company.php

S f 1A RE CAPITAL O F THE COM PAN Y
Authorized Share Capital:

During the year under review, there was no change in the Authorized Share Capital oF the Company, The
Authorized Share Capital of the Company as on 31 “ March, 2025 stood at Rs, 6,00,00,000 (Rupees Six Crores
Only} divided into 6,00,00,000 (Six Crores) equity shares of Re. 1/- (Rupee One Only] each.

Issued, Subscribed and Paid-up Share Capital:

During the year under review, the paid-up equity share capital ofthc company stood at Rs. 3,20,90,000 (Three
Crore Twenty Lakhs Ninety Thousand Only] divided into 3,20,90,000 (Three Crore Twenty Lakhs Ninety
Thousand Only] equity shares of Re. 1/- (Rupee One Only) each.

IN TERN AL FIN A\C IAL CO NTRO LAND THE! R AD EQUACY

The company has adopted and implemented policies and procedures for ensuring the orderly and efficient
conduct of Its business. The framework has been designed to provide with the size, scale and complexity of its
operations, safeguarding its assets, complying with the application laws, prevention and detection of fraud,
accurate and completeness of accounting records and timely preparation of financial disclosures. More details
in respect of the internal financial control and their adequacy are included in the Management Discussion &
Anaiysis.whiehisapartofthisrcport.

NUMBER OF MEETING OF THE BOARD

The Board of Directors met Six (6} times during FY 2024-25. In accordance with Section 175 ofthc Act, one

resolution was passed by circulation on Monday 24"' February, 2025, The intervening gap between the two
board meetings was within the period prescribed under the Act. in terms of the requirement of Secretarial
Standard-1 on board meetings (SS-1) issued by the Institute of Company Secretaries of India (ICSI) on the
meetings of the Board of Directors, it is confirmed that the Company has complied with appiicablc secretarial
standard. The details of the board meeting and attendance of the Directors arc provided in the Corporate
G o vc rnancc Repo it i s a n n exc dhcrewithandformsapartofthisRcporL

CO MM ITT EES OF THE BOARD

A] Composition of Audit Committee

The Board has constituted an Audit Committee under the applicable provisions of the Act
and the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015
["Lis ti n g Regula tio ns").

Details of the Committee along with their charters, composition and meetings held during
the yea rare given in the Corporate Governance Rcportand it forms part of this Report,

B] Nomination and Remuneration Committee

The Board has constituted a Nomination and Remuneration Committee under the
applicable provisions of the Act and theSEBI Listing Regulations.

Details of the Committee along with their charters, composition and meetings held during
the year are given in the Co rp orate Governance Rcportand it forms a part of this Report,

C] Stakeholders' Relations hip Committee

The Board has constituted a Stakeholders' Relationship Committee under the applicable
provisions of the Act and theSEBI Listing Regulations.

Details of the Committee along with their charters, composition and meetings held during
the yea rare given in the Corpo rate Governance Rcportand it forms a partofthis Report

DJ Corporate Social Responsibility Committee

The Board has a Corporate Social Responsibility Committee under the applicable
provisions of the Act

Details of the Committee along with their charters, composition and meetings held during
the year are given in the Corporate Governance Rcportand it forms a partofthis Report

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134[3J(c) of the Act, the board of directors, to the best of their knowledge and ability,
confirm that:

(i) in the preparation of the annual accounts; the applicable accounting standards have been
followed a nd th ere a re no m aterial dc partu res.

(ii} they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudentso as to give true and fair view of the
state of affairs of the Company at the end of financial yea rand of the profit of the Company tor
that period.

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records
i n a cco rda nee with the provi si ons o f the Act for safegua rdi ng th e ass ets of th e Comp any and for
preventing and detecting fraud and other irregularities.

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

(v) they have laid down internal financial controls to be followed by the Company and such
internal financial controls arc adequate and opera ting effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of alt applicable
ia ws a nd that such sys tc ms we re a d eq u ate and o pc rati ng effectively.

Based on the framework ofintcrnal financial controls and compliance system established and maintained by
the Company, the work performed by the internal, statutory and secretarial auditors including audit ofintcrnal
financial control over the financial reporting by the statutory auditors and reviews performed by the
management and the audit committee, the board is of the opinion that the company’s internal financial
control s we re a d equate and effective du ri ng the fi nanci al year 2024-25.

DI RECTOR S A N D KE Y M AN AG ERIA L P ERSONNEL

Your Board of Directors comprises a balanced mix of Executive and Mon-Executive Directors, including a
women Director with rich experience and expertise across range of fields such as corporate finance,
accounting,auditing, strategic management, legal, and general management. Except Independent Directors all
other directors are liable to retire by rotation as perthe provisions ofthc Act.

Based on the recommendation of the Nomination and Remuneration Committee ('NRC") and in terms of the
provisions of the Act, the Company has appointed Mrs. Mtnakshi Mittal, as Independent Directors of the
Company with effect from l'¹ June, 2024. In the opinion of Board, Mrs. Minakshi Mittal is person of integrity and
possesses the relevant experience and expertise. Pursuant to the provisions ofSection 149 the Companies Act.
2013, the Independent Directors have submitted declarations that each of them meets the criteria of
independence prescribed under sub-section (6) ofSection 149 of the Companies Act, 2013 and Regulation
16(1) (b) ofSEBI Listing Regulations. There has been no change in the circumstances affecting their status as
hide p enden t d i re ct o r s o f the C o m pany.

During the year Mrs. Sreelckha Jain, Non-executive Director of the company, has given her resignation due to
her preoccupation. She ceased to be director of the Company with effect from end of the business hours from
9"' Dccembc r, 2024. The Board places on rcco rd its appreciation for h cr inval ua b I e contri b u tion and guida n ce.

At the ensuing Annual General Meeting, Mr Sajal Jain, Managing Director, (DIN:00314B55) of the Company is
liable to retire by rotation and being eligible to offer himself for re-appointment as per Section 152(6) of the
Act A resolution seeking shareholder's approval for his re-appointment along with other required details
forms part of the notice of ACM.

During the year under review, the non-cxccutivc directors of the Company had no pecuniary relationship or
transaction with the company other than sitting fees.

Pursuant to provisions ofsection 203 of the Act, Mr. Sajal Jain, Managing Director & Chief Financial Officer, Mr,
Govind Parmar, Executive Director, Mr. Saumya Jain, Chief Executive and Mr. Pravin Chavan, Company
Secretary, a re the key ma nageria I personne I of th e Company.

BOARD EVALUATION

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

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

In separate meeting of Independent Directors, performance of the non-independent directors, performance of
the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors
and non-executive directors,

Theboard and nomination and remuneration committee reviewed the performance ofthc individual directors
on the basis of criteria such as contribution of the individual director to the board and committee meetings
preparedness on the issues to be discussed meaningful and constructive contribution and inputs in the
meeting, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being
evaluated and that of the Non-Independent Directors was carried out by the Independent Directors in their
separate meeting held on 25'" May, 2024

CORPORATE SOCIAL RESPONSIBILITY

The Company has been carrying out Corporate Social Responsibility [CSRJ activities under the applicable
provisions of Section 135 read with Schedule VII of the Act, as amended from time to time and the Companies
(Co i po rate Social Res p o n si biiity Pol i cy) Ru I es, 2 D14. The Co mpany has adopted a C SR Policy wh ic h provi des a
broad framework with regard to implementation of CSR activities carried out by the Company, The CSR Policy
formulated by the Company is available on the Company's website at httpi//www,indoborax,com/CSR-
Policv.php

The Annual Report on CSR, as required under Sections 134 and 135 of the Act read with Rule 0 of the
Companies [Corporate Social Res pon si biiity Policy) Rules, 2014 and Rule 9 of die Companies [Accounts] Rules,
2 014, is annexed he re wi th as An n exure - T and fo rms part of th is Repo rt.

VIGIL MECHANISM

The Company has whistle blower policy for Directors and employees to report their genuine concerns
regarding unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and
Ethics Policy, The said mechanism also provides for adequate safeguard against victimization of persons who
use such mechanism and makes provision for direct access to the chairman of the Audit Committee in the
appropriate or exceptional cases. We affirm that no employee of the company was denied access to the Audit
Committee. The Whistle Blower Policy is available on the website of the Company at
http:^/w w wi n d o bo rax.co m/W h iste!-BI o we r-Po I i cy,ph p

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and
monitor risk management plan for the Company, The committee is responsible for monitoring the review of
the risk management plan and ensuring its effectiveness. The Audit committee has additional oversight in
financial risk and controls. The major risk identified by the businesses and functions are systematically

address through mitigating actions on continuing basis, Development and impiemntationof risk management
policy has been covered in the Management Discussion and An alysis, which forms part of this report.
ENVIRONMENTNEALTIl AND SAFETY, PROTECTION OF WOMEN AT WORKPLACE

The Compa ny is conscio usoftheimportanccof envi ron men tal ly cl can an d safe operations, Co m pa ny conducts
its operations insuch manner to ensure safety of ah concerned compliances of environmental regulations and
preservation ofnaturai resources.

The company has a policy for prevention of Sexual harassment of women at workplace and complied with the
provisions relating to the constitution oF Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Rcdressal) Act, 2013 and the Rules thereunder. The
Company as an equal employment opportunity provides and is committed to creating a healthy working
environment that enables employees to work without fear of prejudi engender bias and sexual harassment.
During the year company i) has not received any com plaints, iij no any complaint disposed during the year iii)
no complaint pending at the end of year under Sexual Harassment of Women at workplace (Prevention,
Prohibition and Rcdressal) Act, 2013. There have been no complaints in other areas.

PART1CUALRS OF EMPLOYEES

The information required under Section 197 of tlie Art read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a re given below:

a) The ratio of the remuneration of each director to the median remuneration ofthe employees of

the Company a nd pe nrentage i ncreasc i n remunc ration o f each D i re cto r, C h i ef Fi na ncia 10 fficcr
and Compa ny Secrctaiy in the finan ciai yea r:

Company has not pa id any remuneration to non-executive directors except sitting fees

b) The percentage increase in the median remuneration of the employees in the financial year:
4.01 percent.

c) The number of permanent employees on the roils of the comp any: 106

d) During the course of the year, the total increase in salaries is approximately 1.76 percent, after
accounting promotions and other event-based compensation revisions.

The managerial remuneration and commission are in accordance with the resolution passed
by the members. The commission is entirely performance-linked and determined based on the
Company's profits. During the year, an increase in profit resulted in a corresponding rise in the
commission payable. For the year under review, the commission was paid solely to the
Managing Director, as per the special resolution passed by the members at the ACM held on
August 19. 2023, Overall, managerial remuneration increased by 12.40% compared to the
previous year, reflecting the Company's enhanced profitability and performance.

e) Affirmation that the remuneration is as per the remuneration policy of the Company: The
Co m pany affi rms remu aeration is as pc r th c remunc ratio u p o I icy of the com pa ny.

F) The statement containing names of top ten employees in terms of remuneration drawn and
particulars of employees as required under Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is
provided in annexure forming part of this report Further, the report and the accounts are
being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act,
the said annexure is open for inspection at the Registered Office of the Company. Any
shareholder interested in obtaining a copy of the same may write to the Company Secretary.
POLICY O N DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on directors' appointments and remuneration and other matters provided in Section
170(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of the Directors
Report

PART ICU LARS OF LOANS, G UARA NTEES AN D IN VESTMENTS

The particulars of Loans, Guarantees and Investments made by the Company, falling under the purview of
Section 106 of the Act, are given in the notes to the Financial Statements, as included in this Annual Report
Loan given to the Radius Estate Projects Private Limited, (formerly known as Vishwamop Realtors Private
Limited) is in the process of corporate insolvency process under The fnsolvency and Bankruptcy Code, 2016
(IBCJ.The company has filed its claim as financial creditors as per Regulation 0 of the IBC for the outstanding
amount of Rs. 509.04 Lakhs. The company is waiting for the outcome from National Company Law Tribunal
(NCLT), During die year company has not provided interest due to uncertainty in realization of the said debt.

TRANSACTIONS WITH RELATED PARTIES

Your Company has adopted a policy on RcEatcd Party Transactions under Regulation 23(1) of SEBI Listing
Regulations, which is available on the website of your Company at www.indoborax.com

All contracts or arrangements or transactions entered during the year with related parties were on arm's-
length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act
and the SEBI Listing Regulations. None of the contract or arrangements or transaction with any of the related
partieswasinconflictwiththcinterestoftheCompany.

Since all the transactions with related parties during the year were on arm's length basis and in the ordinary
course of business, the disclosure of related party transactions as required under Section 134(3}[h) of the Act
in Form AOC-2 is not applicable for F.Y. 2024-25, However, the company is voluntarily giving the details
pertaining to related party transactions which are not material but are on arm's length basis in AOC-2 as
Annexu rc-' IT and sa m e forms pa rt o Tthis repo rt.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party
transac ti o n s on a co nso! i da ted bas i s as p er th e spe ci fi ed forma t to th c stoc k exchanges on a ha I f-yearly basis,
DELI STIN G OF SEC U R1TIES

The Company had applied for delisting of its shares from The Calcutta Stock Exchange Ltd in 2005-06, however,
till date, the confirmation ofdelistiug has not been received from Exchange. Hence, the company has once again
approached CSE and initiated the procedure of delisting of shares from the exchange.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

A. Conservation of Encygy The c_Qnip_any continues to lay special emphasis

0 Energy Conservation Measures taken _on conservation of energy and has taken

ii) Utilization of alternate sources of energy measures like regular monitoring of

1 ii J Capi tal 1 nvcstm ent on energy consc i-vatio n consu mption, redu cti on of tra n s m is sion

Equipment losses and up to date maintenance of systems,

E. Technology Absorption

1, Research & Development

The Company has no specific Research & Development Department, However, in-house quality
control facilities are utilized for product and process improvement and updation,

2, Technology Absorption

The Company has not imported any new technology.

C. Foreign Exchange Earnings and Outgo

During the financial year under review, the total Foreign Exchange Inflow and Outflow during the
year under review is as follows:

DEPOSITS FROM PUBLIC

The Company has not accepted or renewed any deposit as covered under Section 73 and Section 76 of the
Act from its members or public or others during FY 2024-25. Further, no amount on account of principal or
interest on deposits from the public was outstanding as on 31 March 2025.

Note: Disclosure pursuant to Rule 2[lJ(c)[viEi) of Companies [Acceptance of Deposits) Rules, 2014: No
declaration is required as the Company has not received any monies from the Directors during the financial
year

CORPORATE GOVERNANCE REPORT

The Company's philosophy on Corporate Governance aims to attain the highest level of transparency and
accountability towards safeguarding and adding value to the interests of various stakeholders. The Company
has been committed to maintain the highest standards of ethics and governance, resulting in enhanced
transparency for the overall benefit ofall the stakeholders. The Company has implemented all the stipulations
as specified in the SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
requirements set out by Securities Exchange Board of India ['SEBI'J. The Company strives to undertake best
Corporate Governance practices for enhancing and meeting stakeholders* expectations while continuing to
compiy with the mandatory provisions of Corporate Governance under the applicable framework of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the applicable Regulations as issued by SEBI and as amended from time to
time, a Report on Corporate Governance along with a Certificate from Prasad Parab & Associates, regarding
compliance of conditions of Corporate Governance is annexed herewith as Anncxure-'LU' respectively and

forms a part of this Report

The certification byChief Executive Officer ('CEO¹) and Chief Financial Officer ['CFO'] as per Regulation 17(0}
of'SEBI (Listing Obligation and Disclosure Requirements] Regulations, 201 Sis annexed herewith as Annexnre
-TV and forms a part of this Report
EXTRACTOFANNUAL RETURN

Pursuant to Section 92(3] read with Section 134(3)(a] of the Act, the Annual Return for the financial year
ended 3T^l March, 2025, is available on the Company’s website viz, https://www.lndoborax.com/Anmial-
Report.php

This Annual Return is subject to changes / alterations/ modifications as may be required subsequent to the
adoption of the Directors' Report by the shareholders at the ensuing ACM and on receipt of Certificate from a
Practicing Company Secretary which the shareholders agree. A copy of the final Annua! Return shall be filed
with the Ministry of Corporate Affairs ['MCA'} and rhesamc shail be furnished on the website of the Company,
DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and
th e M anagement Discu ssi o n a nd Ana lys is arc attached, wh i ch form p a rt o f thi s Report

Th e Company h as d e vis ed pro per system to c ns ure comp I i ance with the provi sio ns o f ail ap p! i ca b !e Secretari al
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
o pera ting effe cti vcly.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF
REPORT

There is no material change and/or commitment held between the end of the financial year and the date of
report affecting the financial position of the Company.

THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

The Company has not made any application during the year, and no proceeding is pending under insolvency &
Bankruptcy Code, 2016 (1BCJ,

THE D ETAILS OF ONE TIME SETTLE M ENT/VALUATIO N WITH BANK OR FINANCIAL INSTITUTION

No one-time settlcment/vaiuation was done while taking loan from the Gankor Financial Institution.

ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANVS OPERATIONS IN FUTURE

During the financial year there was no such significant material orders passed by the regulators or courts or
tri bu nals i m pact i n g the go i ng concern statu s and Co m p a ny s o pera tie n s in tutu re.

Further, no application made, or any proceedings were pending against the Company under insolvency and
Bankruptcy Code, 2016 during the year under review,

DECLARATION BY INDEPENDENT DIRECTORS

The Declaration of Independence from ail Independent Directors as stipulated under Section 149(7) of the
Companies Act, 2013 and Regulation 17 oftheSEGI Listing Regulations, 2015, confirming that they meet the
criteria of indcpendcnce have been received.

STATEM ENT REGARD INC IN TEGRJTY, EXPERT ISE AND EXPE RIEN CE O FINDEP EN D EN T DI RECTORS

In the opinion of the Board, the Independent Directors possess excellent rating in respect of cl ear sense ofvaluc
and integrity a nd ha ve req u i site exp c rti se a n d cxperic n ce in the i r re speed ve fie Ids.

Aii the Independent Directors of the Company arc enrolled with Data Bank maintained by Indian Institute of
Corporate Affairs. As per the provisions of section 150 ofthe Companies Act, 2013 read rule 6 of the Companies
(Appointment and Qualification of Directors] Rules, 2014, the Independent Directors of the Company are
exempted from undergoing the online proficiency self-assessment test conduct by the Institute, except those
who are required to undergo the test had passed the oniinc proficiency self-assessment test within the

prescribed time.

RE PORTING OFT RAUD S BY AUDITO RS

During the year under review, the Auditors of the Company have not reported any fraud, as specified under
Section 143[12) of the Act to the Audit Committee
STATUTORY AUDITORS

Members of the Company had appointed M/s. Bohra & Co., Chartered Accountants, [Firm Registration No.
136492W) as statutory auditors of the Company for a term oF5 [five) consecutive years from conclusion cf4l^jl
Annual General Meeting until conclusion of 46^u' Annual General Meeting to be held in the year 2027. Bohra &
Co. have confirmed that they are not disqualified from continuing as Auditors of the Company.

SECRETARIAL AUDITORS

Prasad Parab & Associates, Company Secretaries, were appointed as Secretarial Auditors, to conduct
secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial
yearended 31^JMarch, 2025 is annexed herewith marked as Anncxu re III to this Report.

Further,as per the provisions of Regulation 24A ofthcSEBI Listing Regulations, theboard in their meeting held
on 13^ll'May, 2025, subject to the approval of the members, appointed M/s, Prasad Parab&Associates, Company
Secretaries, as Secretarial Auditor of the Company for S consecutive financial year effective from the financial
year 2025-26.

CO M M E NTS OF AUDITOR'S RE PORT AN D S ECRETARIAL AUD IT REPORT

The Auditor’s report to the shareholders on the audited standalone and consolidated financial statements for
the year ended 31^J March, 2025 does not contain any qualifications, reservations or adverse remarks, except
emphasis of matter pertaining to one party to whom company has given Inter Corporate Deposit, is in the
pro cess of insolvency process and com pany had already filed a claim as a financial creditor as per regulation 8
ofiBC for the said outstanding amount. The company is waiting for the outcome of the National Company Law
Trihunal. During the year due to the uncertainty of realization of the said debt company has not provided
interest thereon.

Secretarial Audit report is annexed as Anncxnrc -Y to this report The Secretarial audit report to the
shareholders does not contain any qualification or reservation which has any material adverse effect on the
fu n ctioning of th e compa ny.

COST AUDIT

The Company has appointed M/s. V B. Modi & Associates, Cost Accountant (Firm Registration No. 004861) to
audit cost records of the Company for the financial year ended 2025-26. Pursuant to the provisions of Section
148[3) ofthe Act, the said qualified Cost Auditors have been appointed to conduct cost audit forthc year under
review in respect to the products manufactured by the Company.

ACKNOWLEDGEMENTS

Your Directors thanks to the company's employees, customers, vendors, shareholders & bankers for their
continuous support. Your Company's growth has been possible due to their hard work, co-operation &
support, Your Directors also thank government of India, Government of various states in India, government
depa rtm ents a n d agencies fo r the i r co-o perati o n.

By order of the Board of Directors
For Indo Borax &. Chemicals Limited

Sajal )ain

Place: Mumbai, Managing Director

Date: May 13,2025 ^DIN: 00314855