The Board of Directors present the Company’s 35^th Annual Report and the Company’s audited
financial statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The summarised financial results of the Company for the financial year ended March 31,
2025, are presented below:

Note: The above figures are extracted from the standalone financial statements
prepared in compliance with Indian Accounting Standards (IND AS). The Financial
Statements of the Company complied with all aspects with Indian Accounting
Standards (IND AS) notified under section 133 of the Companies Act, 2013 (the Act)
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended
from time to time and other relevant provisions of the Act.

2. STATE OF COMPANY’S AFFAIRS, BUSINESS OVERVIEW AND FUTURE
OUTLOOK

During the year under review, the Company has earned revenue from operation of an
amount of Rs.1388.59 lakh against Rs.1082.06 lakh of the previous year and also
earned other income of Rs.61.39 lakh against Rs.81.76 lakh of the previous year.

The Company has earned a net profit of Rs. 36.23 lakhs against the profit of Rs.3.70
lakhs of the previous year.

During the year, there were no changes in the nature of business of the Company, the
detailed discussion on Company’s overview and future outlook has been given in the
section on ‘Management Discussion and Analysis’ (MDA).

3. TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the
financial year under review. Further, the details of movement in Reserve and Surplus
is given in note no.12 of the Financial Statement.

4. NUMBER OF BOARD MEETINGS AND COMMITTEES THEREOF
A) BOARD OF DIRECTORS MEETING:

During the year under review, 5 (Five) Board of Directors Meetings were held on after
giving the proper notices to all directors and the proceeding of the Board Meetings and
the resolutions passed thereat have been duly recorded in the Minutes Book
maintained for the purpose. The details of the Board Meetings are as follows:

B) DETAILS OF COMMITTEE MEETINGS:
Audit Committee Meeting:

Nomination and Remuneration Committee Meeting:

Stakeholders Relationship Committee Meeting:

5. WEB ADDRESS OF ANNUAL RETURN

Pursuant to provisions of sections 92 and 134 of the Companies Act, 2013 read with
rules made thereunder, the copy of the Annual Return as of March 31,2025, has been
placed on the website of the on the Company and can be accessed at
www.indoeuroindchem.com.

6. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical to ensure long-term sustainability of the
business. The Company, has in place, a strong risk management framework with
regular appraisal by the top management. The Board of Directors reviews the
Company’s business risks and formulates strategies to mitigate those risks. The Senior
Management team, led by the Managing Director, is responsible to proactively manage
risks with appropriate mitigation measures and implementation thereof.

7. DETAIL OF ESTABLISHMENT VIGIL MECHANISM :

The Company has implemented a whistle blower policy pursuant to which whistle
blowers can raise concern in relation to the Matters covered under the policy. Protected
disclosures can be made by a whistle blower through an e-mail to the ethics officer
and also have direct access to the Chairman of the Board, in exceptional cases. The
whistle blower policy may be accessed on the Company’s website at the link
www.indoeuroindchem.com .

As per section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 to report the genuine concerns, the
Company has constituted the Vigil Mechanism.

8. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186:

Pursuant to provision of Section 186 of the Companies Act, 2013, during the year under
review, the Company has not made investment and not given any guarantees or
provided security in connection with a loan to any other body corporate or person.

However, the Company has given loan. Further, the details of the investments as
prescribed under Section 186(2) of the Companies Act, 2013 and loans given are
provided in Note Nos. 4 and 5 respectively of the Financial Statement of the Company.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All the transactions with related parties are in the ordinary course of business and on
arm’s length basis and there are no ‘material’ contracts or arrangement or transactions
with related parties and thus disclosure in Form AOC-2 [Pursuant to clause (h) of sub¬
section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014] is not required.

The statement showing the disclosure of transactions with related parties in
compliance with applicable provisions of Ind AS, the details of the same are provided
in Note No. 2. XI of the Financial Statement. All related party transactions were placed
before the Audit Committee and the Board, wherever applicable for their approval.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available at www.indoeuroindchem.com

10. DIVIDEND

In view to conserve the resources, your Board of Directors could not recommend any
dividend this year. However, your Directors assure you that, barring unforeseen
circumstances and the improvement in the operations of the Company in the current
year, the management shall be able to offer a reasonable return on your investments.

11. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board as on March 31,2025, comprised of 5 (Five) Directors out of which 2 (Two)
are Independent Directors, 2 (Two) are Executive Directors including one Managing
Director and 1 (One) is Non Executive Director.

Mr. Vardhman Chhaganlal Shah (DIN 00334194), Managing Director, Mr. Akshit
Lakhani (DIN 00334241), Executive Director, Mr. Raj Bhushan Mishra, CFO and Mr.
Vaibhav Kadam, Company Secretary are the Key Managerial Personnel as on 31^st
March 2025 as per the provisions of the Companies Act, 2013 and rules made there
under.

None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of company by the Securities and Exchange Board
of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.

a. Appointments and Resignations of Directors and Key Managerial Personnel

During the period under review, following changes have been occurred:

i. Mr. Bhavik Shah (DIN: 09605363) was appointed as an Additional Non-Executive
& Independent Director on the Board with effect from May 07, 2024 and further
appointed for a term of 5 (five) consecutive years up to May 06, 2029 by way of

passing ordinary resolution by the members of the Company at the Annual
General Meeting held on 28^th September 2024.

ii. Mr. Yash Shah (DIN:09605363), was appointed as an Additional Director with
effect from May 07, 2024 and further appointed by way of passing ordinary
resolution by the members of the Company at the Annual General Meeting held
on 28^th September 2024.

iii. Mr. Mr. Akshit Balwantrai Lakhani (DIN:00334241), appointed as a Director liable
to retire by rotation at the 34^th Annual General Meeting of the members of the
Company held on September 30, 2024.

iv. Ms. Varsha Bansal resigned as a Company Secretary and Ms. Priya Gupta
appointed as Company Secretary w.e.f. August 9, 2024, she resigns on February
12, 2025.

v. Mr. Vaibhav Vijaykumar Kadam appointed as a Company Secretary w.e.f.
February 12, 2025.

None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of company by the Securities and Exchange Board
of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.

b. Director Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Yash Shah (DIN: 10727203),
Director being Director liable to retire by rotation shall retire at the ensuing Annual
General Meeting and being eligible for re-appointment, offers himself for re¬
appointment. The information as required to be disclosed under Regulation 36 of the
Listing Regulations will be provided in the notice of ensuing Annual General Meeting.

c. Independent Directors

The Company has received declarations/ confirmations from each Independent
Directors under section 149(7) of the Companies Act, 2013 and regulation 25(8) of the
Listing Regulations confirming that they meet the criteria of independence as laid down
in the Companies Act, 2013 and the Listing Regulations.

The Company has also received requisite declarations from Independent Directors of
the Company as prescribed under rule 6(3) of Companies (Appointment and
Qualification of Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for
Independent Directors as prescribed in Schedule |V to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess requisite
qualifications, experience and expertise and hold highest standards of integrity.
Further, 1 (One) independent directors of the Company are in process of inclusion of

their name in Data Bank of Independent Directors and one independent director has

registered his names in the online databank of Independent Directors.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the

Directors hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial year ended March
31,2025, the applicable accounting standards have been followed and that no
material departures have been made from the same;

(b) 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;

(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 Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have 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 have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

13. AUDITORS

(a) Statutory Auditor

M/s. Vora & Associates, Chartered Accountants (Firm Registration No.
111612W) has been appointed as Statutory Auditors of the Company for a
period of 5 Years from the conclusion of 32^nd Annual General Meeting till the
conclusion of 37^th Annual General Meeting of the Company. Your Company
has received necessary confirmation from them stating that they satisfy the
criteria provided under section 141 of the Companies Act, 2013.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed Mr. Anish Gupta, Partner of M/s VKMG
& Associates LLP, Practicing Company Secretaries, as the Secretarial
Auditors of the Company to undertake Secretarial Audit for the financial year
ended March 31,2025.The Secretarial Audit Report for the financial year ended
March 31, 2025, is annexed herewith and marked as ‘Annexure-1’ to this
Report.

STATUTORY AND SECRETARIAL AUDITOR'S OBSERVATIONS & COMMENTS
FROM BOARD: -

(a) The Company appointed Mrs. Rima Badyopadhyay as an Independent Directors
under section 149 of the Companies Act, 2013 however, she has not registered
her name as per The Companies (Creation and Maintenance of databank of
Independent Directors) Rules, 2019 and also not appeared for Online Proficiency
Test.

Comments by the Board : The Director inform that she will register in data bank of
Independent Directors.

(b) The Company has not filed e-Form MGT-14, to grant loans as required under
Section 117 read with 179(3) of the Companies Act, 2013.

Comments by the Board:- The Company will ensure compliance

(c) Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with
Rule 13 of Companies (Accounts) Rules, 2014, the Company had appointed
M/s. Moxit & Associates, Chartered Accountants to undertake Internal Audit
for financial year ended March 31,2025.

14. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the
Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its Officers or Employees, the details of
which would need to be mentioned in the Board's Report.

15. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub¬
section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION

There were no material changes and commitments, affecting the financial position of
the Company, which has occurred between the end of the financial year of the
Company, i.e., March 31,2025 till the date of this Directors’ Report.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators/ courts/
tribunals, which may impact the going concern status and the Company’s operations
in future

18. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of every women
working in the Company and has zero tolerance towards any actions which may fall

under the ambit of sexual harassment at work place. Since, the Company has
constituted Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, during the
year the Company has not received any case related to sexual harassment.

The policy framed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rules framed thereunder
may be viewed at https://www.indoeuroindchem.com

The details of Sexual harassment complaint as required to be reported in
Board’s Report are as under:

19. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act,
1961, as applicable to the Company, from time to time. Or

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as
under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the
Company, being a responsible corporate citizen, makes conscious efforts to
reduce its energy consumption. Some of the measures undertaken by the
Company on a continuous basis, including during the year, are listed below:

a) Use of LED Lights at office spaces.

b) Rationalization of usage of electricity and electrical equipment air conditioning
system, office illumination, beverage dispensers, desktops.

c) Regular monitoring of temperature inside the buildings and controlling the air¬
conditioning system.

d) Planned Preventive Maintenance schedule put in place for electromechanical
equipment.

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilizing alternate source of energy.

The business operation of the Company is not energy-intensive, hence apart
from steps mentioned above no other steps taken.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the
year under review.

(B) Technology Absorption

The IT team of the Company evaluate technology developments on a
continuous basis and keep the organization updated. The Company has been
benefited immensely by usage of Indigenous Technology for business
operation of the Company. The Company has not imported any technology
during last three years from the beginning of the financial year. The Company
has not incurred any expenditure on Research and Development during the
year under review.

(C) Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings and outgo during the year under
review.

21. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, processes and structures to
implement internal financial controls with reference to financial statements. Internal
control systems comprising of policies and procedures are designed to ensure sound
management of your Company’s operations, safekeeping of its assets, optimal
utilizations of resources, reliability of its financial information and compliance.

Systems and procedures are periodically reviewed to keep pace with the growing size
and complexity of your company’s operation.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee’s
remuneration and other details in terms of sub-section 12 of Section 197 of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
as under:

(b) the percentage increase in the median remuneration of employees in the
financial year:

The median remuneration of employees of the Company during the financial year was
Rs. 24.76 (Rs. in Lakh). In the financial year, there was increase of 18.50% in the
median remuneration of employees.

(c) the number of permanent employees on the rolls of the Company:

As on March 31, 2025, the Company has 11 permanent employees (including 2
executive directors) on its rolls.

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

The average increase in the salaries of employees other than managerial personnel
in the financial year 2024-25 was 8.92% whereas the there the increment in
Managerial remuneration for the same financial year was 0.84% as stated above.

It is hereby affirmed that the remuneration is as per the remuneration policy
of the Company.

(e) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration is provided in a above. Having regard to the
provisions of the first proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the Members of the Company.
Any member interested in obtaining such information may address their email to
galaxy delta@yahoo.co.in.

23. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your company does not fall in the ambit of limit as specified in Section 135 of the
Companies Act, 2013 read with Rule framed there under in respect of Corporate Social
Responsibility. However, the directors of the Company, in their personnel capacity, are
engaged in philanthropy activities and participating for cause of upliftment of the
society.

24. DEPOSITS

During the year under review, the Company has not accepted any deposits within the
meaning of Chapter V of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, hence there is no details to disclose as required
under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

25. DETAILS OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE AND THEIR
PERFORMATION AND CONTRIBUTION:

The details of Subsidiaries, joint ventures or associate companies and their
performance and contribution as required to be reported as per rule 8 of Companies
(Accounts) Rules, 2014 are as under:

The Company does not have any Subsidiaries, Associates or Joint Ventures and
neither any company became or ceased as Subsidiaries, Associates or Joint Ventures
during the year. Therefore, Consolidation of Financial Statement and reporting of
Subsidiaries, Associates or Joint Ventures performance and contribution to the overall
performance of the Company does not require. The Audited Financial Statement
prepared in compliance with the Indian Accounting Standards (AS) 21 shall be placed
before the members at their ensuing Annual General Meeting for approval.

26. SHARE CAPITAL

• During the Year under review, there were no changes in Authorised Share Capital and
Paid up Share Capital of the Company.

• The Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise, during the year under review.

• The Company has not issued any sweat equity shares to its directors or employees,
during the year under review.

• The Company has not issued or offered any shares under any Employee Stock Option
/ Purchase Scheme.

27. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (‘NRC’) works with the Board to
determine the appropriate characteristics, skills and experience for the Board as a
whole as well as for its individual members with the objective of having a Board with
diverse backgrounds and experience in business, government, education and public
service. Characteristics expected of all Directors include independence, integrity, high
personal and professional ethics, sound business judgement, ability to participate
constructively in deliberations and willingness to exercise authority in a collective
manner. The Company has in place a Policy on appointment & removal of Directors
(‘Policy’).

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of
Directors.

• It contains guidelines for determining qualifications, positive attributes for
Directors and independence of a director.

• It lays down the criteria for Board Membership

• It sets out the approach of the Company on board diversity

• It lays down the criteria for determining independence of a director, in case of

appointment of an Independent Director.

The Nomination and Remuneration Policy is posted on website of the Company and
may be viewed at http://www.indoeuroindchem.com.

28. PERFORMANCE EVALUATION OF THE BOARD

The Board evaluation framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the Listing Regulations, and in
accordance with the Guidance Note on Board Evaluation issued by SEBI on January
05, 2017. The Board evaluation was conducted through questionnaire designed with
qualitative parameters and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has laid down the
criteria for performance evaluation of the Board, its committees and individual directors
including Independent Directors covering various aspects of the Board’s functioning
such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, based on the predetermined templates designed as a tool to facilitate
evaluation process, the Board has carried out the annual performance evaluation of its
own performance, the Individual Directors including Independent Directors and its
Committees on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc.

COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best
corporate governance practices and comply with the requirements of the relevant
provisions of applicable laws and statutes:

The Committees and their Composition as on March 31,2025, are as follows:

Audit Committee

1. Bhavik Shah (w.e.f. 07.05.2024) Chairman

2. Akshit Lakhani Member

3. Rima Bandyopadhyay (w.e.f.18.04.2024) Member

Nomination and Remuneration Committee

1. Bhavik Shah (w.e.f. 07.05.2024) Chairman

2. Akshit Lakhani (upto 07.05.2024) Member

3. Rima Bandyopadhyay (w.e.f. 18.04.2024) Member

4. Yash Shah (w.e.f. 07.05.2024) Member

Stakehoder Relationship Committee

1. Akshit Lakhani Chairman

2. Vardhaman Shah Member

3. Bhavik Shah (w.e.f. 07.05.2025) Member

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a
separate section and forming part of this Report.

30. CORPORATE GOVERNANCE

As your Company’s Paid-up Equity Share Capital and Net Worth not exceeding Rs.10
Crores and Rs.25 Crores respectively, there corporate governance provision as as
specified in regulations 17, 17A,18, 19, 20, 21,22, 23, 24,24A, 25, 26, 27 and clauses
(b) to (i) and (t)of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule
V shall not apply to the Company.

31. LISTING REGULATIONS, 2015

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company
has paid its Annual Listing Fees to the stock exchanges for the Financial Year 2024¬
2025.

The Company has formulated following Policies as required under the Listing
Regulations, the details of which are as under:

1. “Documents Preservation & Archival Policy” as per Regulation 9 and
Regulation 30which may be viewed at www.indoeuroindchem.com

2. “Policy for determining Materiality of events/information” as per Regulation 30
which may be viewed at www.indoeuroindchem.com

32. SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company
Secretaries of India (ICSI).

33. GENERAL DISCLOSURES

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

Ý Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.

Ý Issue of debentures/bonds/warrants/any other convertible securities.

Ý Issue of shares under ESOP scheme

Ý Scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.

Ý Instance of one-time settlement with any Bank or Financial Institution.

Ý Application or proceedings under the Insolvency and Bankruptcy Code, 2016

34. ACKNOWLEDGEMENTS

Your directors take the opportunity to express our deep sense of gratitude to all users,
vendors, government and non-governmental agencies and bankers for their continued
support in Company’s growth and look forward to their continued support in the future.

Your directors would also like to express their gratitude to the shareholders for reposing
unstinted trust and confidence in the management of the Company.

By Order of the Board of Directors
For Indo Euro Indchem Limited

Mr. Vardhman Shah
Chairman
DIN: 00334194

Place: Osmanabad
Date: 11-08-2025
Registered office:

B-9 to B-16, M.I.D.C. Osmanabad - 413 501
Maharashtra