DIRECTORS' REPORT

The Directors have pleasure to present their 38^th Director Report on the business and operations of the Company and the Audited Financial Statements for the year ended March 31, 2025.

Financial Results

The Company’s standalone and consolidated financial performance for the year ended March 31,2025, is summarized below:

Dividend

For the Financial Year 2024-25, the Board of Directors has recommended a dividend of ' 1.25 per Ordinary Equity Share of face value ' 5/- each i.e., 25%, consistent with the dividend declared for the previous financial year. The proposed dividend has been determined in accordance with the parameters specified under the Company’s Dividend Distribution Policy and shall be paid out of the profits for the year, subject to approval of the shareholders at the ensuing Annual General Meeting ("AGM”).

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Company has in place a Dividend Distribution Policy, which

outlines the guiding principles for declaration of dividend. The said policy is available on the Company’s website and can be accessed at: https://www.20microns.com/corporate-governance-policies-codes.

Transfer to Reserves

During the year under review, the Company has not transferred any amount to the General Reserve.

The details of movement in other reserves and surplus during the financial year ended March 31, 2025, are provided in the ‘Statement of Changes in Equity’ forming part of the Standalone and Consolidated Financial Statements included in this Annual Report.

State of Company’s Affairs

During the year under consideration, following financial developments have taken place -

a) Consolidated Results

On a consolidated basis, the Revenue from Operations for the Financial Year 2024-25 stood at ' 91,278.52 lakhs as against ' 77,749.29 lakhs in the previous year, registering a YoY growth of 17.40%. Earnings Before Interest, Tax, Depreciation, and amortization (EBITDA) for the year amounted to ' 11687.78 lakhs, reflecting an increase of 11.17% over ' 10,513.41 lakhs in FY 2023-24.

This strong performance was primarily driven by robust demand for the Company’s products, enhanced operational efficiencies, and sustained growth momentum in the minerals and specialty chemicals segments. The overall positive economic outlook, combined with strong industry fundamentals, has further supported this upward trajectory.

Profit Before Tax (before exceptional items) stood at ' 8,472.93 lakhs in FY 2024-25 as compared to ' 7,838.79 lakhs in the previous year. Exceptional items for FY 202425 include a one-time labour claim settlement of ' 203.50 lakhs pertaining to a case filed before the Labour Court. In comparison, FY 2023-24 included an exceptional loss of ' 155.56 lakhs on account of damages to inventory and factory building due to Cyclone Biparjoy.

Profit After Tax (from continuing operations) stood at ' 6,248.47 lakhs in FY 2024-25 as against ' 5,616.04 lakhs in FY 2023-24, marking a YoY increase of 11.26%.

b) Standalone Results

On a standalone basis, the Revenue from Operations for FY 2024-25 stood at ' 79,491.98 lakhs as against ' 67,245.00 lakhs in the previous year, reflecting a YoY growth of 18.21%. EBITDA(Before Other Income) for the year stood at ' 9,735.52 lakhs, up by 13.58% compared to ' 8,571.63 lakhs in FY 2023-24.

The positive results are attributable to sustained demand across product segments, improved capacity utilization, and a favorable market outlook for minerals and specialty chemicals. Continued macroeconomic resilience and strong sectoral fundamentals further contributed to this performance.

Profit Before Tax (before exceptional items) for FY 2024-25 stood at ' 7,573.17 lakhs as compared to ' 6,974.41 lakhs in the previous year. Exceptional items include a one-time charge of ' 203.50 lakhs on account of a labour claim settlement, while the corresponding figure for FY 2023-24 stood at ' 155.56 lakhs, arising from cyclone-related damages.

Profit After Tax (from continuing operations) for FY 2024-25 stood at ' 5,635.99 lakhs, an increase of 12.38% over ' 5,015.28 lakhs in the previous year.

Investors Education and Protection Fund

Pursuant to Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has complied with all applicable statutory requirements during the year under review.

The cumulative unpaid/unclaimed dividend amount lying in the Company’s unpaid dividend accounts as on March 31, 2025, aggregates to ' 2,58,631.70.

Compliance & Access to Information:

• The Company has uploaded the statement of unpaid/ unclaimed amounts as on March 31, 2025, in compliance with the IEPF (Uploading of Information) Rules, 2012.

• The information is accessible on the Company’s website at: https://www.20microns.com/unpaid-dividend-deposit

Shareholder Action:

Members who have not claimed their dividends are requested to do so at the earliest by contacting:

• Company Secretary & Nodal Officer - co_ secretary@20microns.com

• Registrar & Transfer Agent - rani@cameoindia.com

Cameo Corporate Services Limited

Subramanian Building, No. 1, Club House Road,

Near Spencers Signal, Anna Salai, Royapettah,

Chennai - 600002, Tamil Nadu.

Other Disclosures:

Details of unclaimed dividends, shares liable for transfer to the IEPF Authority, and benefits accrued on shares already transferred are disclosed in the Corporate Governance Report, forming part of this Annual Report.

The Company has also published the contact details of the Nodal Officer designated for coordinating with the IEPF Authority on its website.

For further details, shareholders are requested to refer to the Corporate Governance Report, which forms part of this Annual Report.

Material Changes and commitments affecting financial position between the end of the financial year and the date of report

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

Corporate Governance and Board Oversight

In accordance with its Vision, 20 Microns Limited (‘20ML’) aspires to be the global Minerals & Specialty Chemical industry benchmark for value creation and corporate citizenship. 20 Microns Limited expects to realize its Vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people.

Pursuant to the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of this Annual Accounts 2024-25 (Annexure).

a) Meetings of the Board and Committees of the Board

The Board met five times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Report & Annual Accounts 2024-25.

b) Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee (‘NRC’) engages with the Board to evaluate 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, finance, governance, and public service. The NRC on the basis of such evaluation, determines the role and capabilities required for appointment of Independent Director. Thereafter, the NRC recommends to the Board the selection of new Directors.

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.

The salient features of the Policy are:

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

B) I t contains guidelines for determining qualifications, positive attributes of directors, and independence of Director

C) It lays down the criteria for Board Membership

D) It sets out the approach of the Company on board diversity

E) It lays down the criteria for determining independence of a director, in case of appointment of an Independent Director

The Policy is available on the website of the Company at https://www.20microns.com/corporate-governance-policies-codes.

Familiarization Programme for Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Company’s business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company. Visits to plant and mining locations are organized for the new Directors to enable them to understand the business better.

Details of orientation given to the new and existing Independent Directors in the areas of strategy/industry trends, operations & governance, and safety, health and environment initiatives

are available on the website of the Company at https:// www.20microns.com/corporate-governance-policies-codes.

Evaluation

The Board evaluated the effectiveness of its functioning of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

a) Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

b) Structure, composition and role clarity of the Board and Committees;

c) Extent of co-ordination and cohesiveness between the Board and its Committees;

d) Effectiveness of the deliberations and process management;

e) Board/Committee culture and dynamics; and

f) Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of the IDs, the performance of the NonIndependent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors.

The NRC reviewed the performance of the individual Directors and the Board as a whole.

Outcome of Evaluation

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

Remuneration Policy for the Board and Senior Management

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel (‘KMPs’) and all other employees of the Company. As part of the policy, the Company strives to ensure that:

a) t he level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c) remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the Policy are:

• Based on which payment of remuneration (including sitting fees, remuneration and commission) should be made to Independent Directors (IDs) and Non-Executive Directors (NEDs).

• Based on which remuneration (including fixed salary, benefits and perquisites, bonus/performance linked incentive, commission, retirement benefits) should be given to wholetime directors, KMPs and rest of the employees.

• For remuneration payable to Directors for services rendered in other capacity.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at https://www.20microns.com/corporate-governance-policies-codes.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’) are annexed to this report (Annexure).

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at co_secretary@20microns.com

Directors

The year under review following changes has been made in the Board of Directors (‘Board’).

a) Retirement

During the year under review, Mr. Ramkisan A. Devidayal (DIN: 00238853) and Mr. Atul H. Patel (DIN: 00009587)

completed their second consecutive term as Independent Directors of the Company on August 12, 2024, in accordance with the provisions of Section 149(10) and 149(11) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and the tenure guidelines for Independent Directors issued by the Ministry of Corporate Affairs (MCA).

Accordingly, they ceased to be Independent Directors and Members of the Board with effect from the said date. The Board places on record its sincere appreciation for the invaluable contributions, strategic insights and leadership provided by Mr. Devidayal and Mr. Patel during their tenure, and acknowledges their significant role in upholding the highest standards of governance as Independent Directors on the Board of the Company.

b) Appointment to the Board

i) The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Mr. Dukhabandhu Rath (DIN: 08965826) as an Additional Director in the capacity of an Independent Director, with effect from May 17, 2024, in accordance with the provisions of Section 149 and 161 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsequently, the Members approved his appointment as an Independent Director, not liable to retire by rotation, for a term of five (5) consecutive years from May 17, 2024 to May 16, 2029, through a special resolution passed at the 37^th Annual General Meeting held on July 19, 2024.

Mr. Rath brings rich experience in Corporate and Retail Credit, Risk Management, Audit & Compliance, IT & Digitization, Strategic Planning, and Human Resources. His induction has strengthened the Board’s overall effectiveness.

This item is included in the AGM Notice of the 37^th AGM for the information of the Members, as the appointment and regularization of Mr. Rath were completed during the financial year 2024-25.

ii) Based on the recommendation of the Nomination and Remuneration Committee (“NRC”) and in terms of the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with Schedule IV thereto and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of Directors at its meeting held on May 23, 2025, appointed Mr. Prem Kumar Taneja (DIN: 00010589) as an Additional Director in the capacity of an Independent Director of the Company, not liable to

retire by rotation, for a term of five (5) consecutive years commencing from May 23, 2025 to May 22, 2030, subject to approval of the Members at this AGM. He shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.

Mr. Prem Kumar Taneja have extensive experience in governance, administration, and business management. His expertise is expected to add significant value to the deliberations of the Board and its Committees.

In the opinion of the Board, Mr. Prem Kumar Taneja fulfills the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Independent Director and is independent of the management.

A brief profile of Mr. Prem Kumar Taneja, as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2), is provided in the “Annexure” to AGM Notice.

The Board recommends the resolution for the appointment of Mr. Prem Kumar Taneja as an Independent Director of the Company for a term of five years, as set out in Item No. 7 of the accompanying Notice, for the approval of the Members by way of a Special Resolution.

c) Re-appointment of Mrs. Sejal R. Parikh as Whole-Time Director

Mrs. Sejal R. Parikh (DIN: 00140489) has been associated with the Company since May 4, 2017, initially serving as a Non-Executive, Non-Independent Woman Director. Upon the recommendation of the Nomination and Remuneration Committee (“NRC”), she was appointed as a Whole-Time Director by the Board on May 16, 2023, for a term of three years, and her appointment was subsequently approved by the Members at the 36^th Annual General Meeting held on August 10, 2023.

Based on the recommendation of the NRC, the Board, at its meeting held on May 23, 2025, approved the re-appointment of Mrs. Sejal R. Parikh as Whole-Time Director for a further term of three years, effective from May 16, 2026, to May 15, 2029, subject to the approval of the Members at the ensuing 38^th Annual General Meeting.

d) Re-appointment of Director retiring by rotation

I n terms of the provisions of the Companies Act, 2013, Mr. Atil Chandresh Parikh (DIN 00041712), Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for reappointment of Mr. Atil Chandresh Parikh forms part of the Notice convening the ensuing AGM.

The profile and particulars of experience, attributes and skills that qualify Mr. Atil Chandresh Parikh for Board membership, are disclosed in the said AGM Notice.

Independent Directors’ Declaration

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, digitalization, strategy, finance, governance, human resources, safety, sustainability, etc. In the opinion of the Board, the Independent Directors of the Company are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

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

Key Managerial Personnel

In accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel (KMP) of the Company as on the date of this Report are:

Changes in Key Managerial Personnel during the year under

review and up to the date of this Report:

a) Mr. Narendra Kumar Ratilal Patel, Chief Financial Officer, resigned from the services of the Company with effect from the close of business hours on March 31,2025. The Board of Directors places on record their deep appreciation for the wisdom, knowledge, guidance and leadership provided by Mr. Narendra Kumar Ratilal Patel as Chief Financial Officer and KMP during his tenure.

b) Consequent to the above and based on the recommendation of the Nomination and Remuneration Committee meeting held on January 20, 2025, and the Audit Committee, the Board of Directors, at its meeting held on January 22, 2025, approved the appointment of Mr. Nihad Baluch as the Chief Financial Officer & Group CFO of the Company with effect from April 1, 2025.

Board & Committee Meeting General Disclosures and Composition

a) Meetings of the Board

Five (5) meetings of the Board of Directors were held during the year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

The composition of the Board of Directors is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board comprises an appropriate mix of Executive, Non-Executive, and Independent Directors, including one Woman Director, reflecting a diversity of skills, experience, and perspectives.

b) Board Committees

The Board of Directors has constituted various committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to ensure focused and effective governance. The composition of these committees underwent changes during the year under review following the completion of the second term of two Independent Directors, Mr. Ramkisan A. Devidayal (DIN: 00238853) and Mr. Atul H. Patel (DIN: 00009587), on August 12, 2024.

The Board places on record its sincere appreciation for their outstanding service, strategic guidance, and valuable insights provided during their association with the Company and as members of various committees.

i) Audit Committee

The Audit Committee of the Company is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee was also reconstituted during the year to align with changes in the Board composition.

iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was duly constituted in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee was also reconstituted during the year to align with changes in the Board composition.

Internal Financial Controls

In accordance with the provisions of Section 134(5)(e) of the Companies Act, 2013, the Company has established and maintained adequate internal financial controls with reference to the financial statements. These controls are commensurate with the nature, scale, and complexity of the Company’s operations and are designed to ensure accuracy and reliability in financial reporting, compliance with applicable laws and regulations, and the safeguarding of assets.

The Company follows a robust internal control framework embedded across its operations. The key internal financial controls have been documented, automated wherever feasible, and integrated into the relevant business processes. These systems are continually assessed and strengthened to respond to changing business needs and emerging risks.

Assurance on the effectiveness of the internal financial controls is provided through a structured Three Lines of Defense model:

• First Line - Management reviews, internal control selfassessments, and process ownership by operational teams.

• Second Line - Ongoing monitoring and functional reviews by compliance and risk management teams.

• Third Line - Independent evaluation by the Group Internal Audit function through periodic design and operational effectiveness testing.

The Audit Committee and the Board regularly review the internal audit reports and oversee the implementation of audit recommendations to ensure timely remediation of control gaps, if any. There were no significant control deficiencies reported during the year under review.

The Company operates on the SAP ERP platform, which ensures robust transactional controls, including segregation of duties, approval workflows, policy compliance, and audit trails.

During the year under review, no material weaknesses in the design or operation of internal financial controls were observed. Further details are provided in the Management Discussion and Analysis section of this Annual Report.

Whistleblower and Vigil Mechanism Policy

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the 20 Microns Code of Conduct (‘20MLCoC’), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the 20MLCoC cannot be undermined. Pursuant to Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The vigil

The Company continues to reinforce awareness among employees through regular training sessions and the POSH campaign, thereby reiterating its unwavering commitment to a safe and equitable workplace.

Compliance with Secretarial Standards

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

Contracts or arrangements with related parties

The Company has in place a robust framework for identifying, reviewing, and approving Related Party Transactions (RPTs), in accordance with the provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Materiality

of and Dealing with Related Party Transactions is available on the Company’s website at: https://www.20microns.com/ corporate-governance-policies-codes.

All RPTs entered into during the year were in the ordinary course of business and on an arm’s length basis. These transactions were placed before the Audit Committee for prior approval, and where applicable, omnibus approvals were obtained for repetitive transactions of a routine nature. There were no materially significant RPTs that could have a potential conflict with the interests of the Company.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties referred to in Section 188(1) are disclosed in Form AOC-2, annexed to this Report as Annexure.

Disclosures relating to related party transactions, as required under Indian Accounting Standard (Ind AS) 24, are provided in the notes to the standalone and consolidated financial statements forming part of this Annual Report.

Subsidiaries, Joint Ventures and Associates

As on March 31, 2025, your Company had Four subsidiaries, three step down subsidiaries, two associate / joint venture company. The details of financial performance and position of each of these entities are provided in Form AOC-1, which forms part of this Report as Annexure.

During the year under review, the Board of Directors reviewed the operations and financials of all material subsidiaries. There was no material change in the nature of business of any subsidiary.

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act”) read with Rule 8 of the Companies (Accounts) Rules, 2014 and applicable Accounting Standards, the Consolidated Financial Statements of the Company, including its subsidiaries, associate and joint venture, form part of this Annual Report. A statement containing the salient features of their financials is provided in Form AOC-1.

Pursuant to Section 136 of the Act and SEBI Listing Regulations, the audited standalone and consolidated financial statements of the Company, along with separate financial statements and relevant documents of its subsidiaries and associate / joint venture Companies, are available on the Company’s website at: www.20microns.com. These documents shall also be available for inspection through electronic mode during the Annual General Meeting.

Key Developments During the Year

a) A new Joint Venture Agreement was entered into with Sievert Baustoffe Auslandsbeteiligungen GmbH (Germany), resulting in the incorporation of Sievert 20 Microns Building Materials Private Limited on November 19, 2024, in India. This JV aims to manufacture construction chemicals and building related material products.

b) During the year, the foreign subsidiary 20 Microns SDN BHD acquired:

• 90% equity stake in Goh Teik Lim Quarry SDN BHD

• 86.68% equity stake in IQ Marbles SDN BHD

Consequently, both entities became step-down subsidiaries of 20 Microns Limited.

Auditors

a) Statutory Auditors

Members of the Company at the 35^th AGM held on July 22, 2022, approved the appointment of M/s. Manubhai & Shah LLP, Chartered Accountants (Registration No.- 106041W/ W100136), as the statutory auditors of the Company for a tenure of 5 years commencing from the conclusion of the 35^th AGM of the Company until the conclusion of the 40^th AGM of the Company to be held in the year 2027.The report of the Statutory Auditor forms part of this Annual Report and Annual Accounts 2024-25. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

b) Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the re-appointment of M/s. Y. S. Thakar & Co., Cost Accountants (Firm Registration No. 000318)in Practice as Cost Auditors of the Company for conducting cost audit for the FY 202425. M/s. Y. S. Thakar & Co. have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

I n accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of ' 1,05,000/- plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2025-26 as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the ensuing AGM.

c) Secretarial Auditors

Section 204 of the Act, inter alia, requires every listed company to annex to its Board’s Report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Board had re-appointed M/s. Parikh Dave & Associates, (Registration No. P2006GJ009900), Practicing Company Secretaries, as the Secretarial Auditor to conduct Secretarial Audit of the Company for the FY 2024-25 and their Report is annexed to this report (Annexure). There are no qualifications, observations, adverse remark or disclaimer in the said Report.

Further, in terms of the requirements under the SEBI Listing Regulations the Secretarial Audit Report of the Company’s Indian material unlisted subsidiary, 20 Microns Nano Minerals Limited is annexed to this report (Annexure).

Further pursuant to recent amendments in Regulation 24A of SEBI (LODR), 2015, the appointment of Secretarial Auditor of the Company is required to be approved by the members of the Company. The Board of Directors at Board Meeting held on May 23, 2025, has recommended appointment of M/s. Parikh Dave & Associates, Company Secretary (Registration No. P2006GJ009900) in practice as Secretarial Auditor of the Company for a period of Five (5) years i.e. from FY 2025-2026 to FY 2029-2030 subject to approval of shareholders in the ensuing Annual General Meeting.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

Industrial Relations

During the year under review, the industrial relations climate across all manufacturing locations in the Minerals and Speciality Chemicals sectors remained consistently positive. The Company continues to promote a proactive, employee-centric approach, fostering a collaborative and future-ready workplace.

Several initiatives aimed at enhancing workforce engagement and nurturing an innovative, productive, and competitive shop-

floor environment have gained further momentum. Key programs include the development of Self-Managed Teams, the "Employee of the Year” award, Rewards and Recognition for associates, and other general employee engagement initiatives.

To strengthen a culture of integrity and ethical conduct, the Company has made training on the Code of Conduct, Prevention of Sexual Harassment (POSH), Anti-Bribery and Anti-Corruption (ABAC), and Human Rights mandatory for all employees. The Human Resources Department plays a pivotal role in fostering a positive work culture, leading the design, implementation, and periodic evaluation of these initiatives.

With an emphasis on capability building and developing a future-ready workforce, the Company continues to implement a wide range of training and engagement programs. During the year, particular focus was placed on employee health and wellness. In addition to annual medical check-ups and health awareness initiatives, the Company has promoted the adoption of balanced dietary habits as part of a healthy lifestyle. The introduction of employee health assessments has also proven effective in identifying individuals who require focused counselling and monitoring.

The Company’s employee relations approach is underpinned by transparent communication, timely grievance resolution, and the core belief that employees are its most valuable asset. The ongoing adoption of an open-door policy and continuous dialogue has helped cultivate trust, alignment, and mutual respect at all levels of the organisation.

These sustained efforts have contributed to a highly positive industrial relations environment throughout FY 2024-25, with zero production loss reported across any manufacturing location. This reflects the success of the Company’s commitment to building a cohesive, healthy, and high-performance workplace.

Fixed Deposits

The Company accepts unsecured fixed deposits exclusively from its shareholders, in accordance with the provisions of the Companies Act, 2013 and the applicable Rules made thereunder.

As on March 31, 2025, the total outstanding fixed deposits from shareholders stood at ' 2,304.16 lacs, of which deposits amounting to '1,239.67 lacs are due for repayment on or before March 31, 2026.

During the year:

• Deposits amounting to '1,429.12 lacs were renewed.

• Unpaid or unclaimed deposits as on March 31, 2025, stood at ' 26.90 lacs.

During the year under review, the Company has not defaulted in the repayment of deposits or payment of interest thereon at any time. Further, there was no default in this regard at the beginning of the financial year.

Credit Rating

The Company’s credit rating has been reaffirmed by ICRA Limited (Moody’s Group Company), which has taken a consolidated view of 20 Microns Limited and its subsidiaries, including foreign entities.

The reaffirmed ratings reflect the Group’s established market position in the micronized mineral segment, experienced leadership, consistent growth in operations, and healthy profitability. The rating also factors in the Company’s ongoing focus on Research & Development for value-added products and process enhancements, which continues to strengthen its competitive advantage.

Annual Return

The Annual Return for Financial Year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company’s website at https://www.20microns.com/annual-returns

Significant and Material Orders passed by the Regulators or Courts

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company’s future operations. However, Members’ attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

However, the Superintendent of Stamps, under the provisions of Articles 20 and 57 of the Gujarat Stamp Act, 1958, issued an order directing the Company to pay stamp duty amounting to ' 5,88,680/- in relation to the transfer of various assets pursuant to an amalgamation and merger carried out in the past.

The management, considering the prolonged pendency of the matter, deemed it advisable not to contest the order. Accordingly, the Company has paid the stamp duty as directed and resolved the matter.

Risk Management

Risk management at 20 Microns Limited is a key component of the Company’s strategic and operational planning. While the SEBI (LODR) Regulations mandate a Risk Management Committee (RMC) only for the top 1,000 listed entities, the Board has voluntarily taken proactive steps to strengthen the Company’s risk oversight framework and is in the process of constituting an RMC.

The Board currently oversees the risk management function, supported by the Senior Leadership Team, designated as the Risk Management Group. The Company has adopted a Risk Management Policy that sets out an Enterprise Risk Management (ERM) framework to identify, assess, mitigate, and monitor both internal and external risks across business functions and geographies.

The ERM process follows a dual approach—bottom-up, where business units assess their own risks and apply mitigation strategies, and top-down, where strategic and macro-level risks are reviewed by senior management and, prospectively, by the RMC. This structure ensures that emerging risks are integrated into the Company’s strategic decision-making process.

With an increasingly volatile and complex business environment, 20 Microns continues to benchmark its risk practices against global standards, reaffirming its commitment to resilient and sustainable growth.

Particulars of Loans, Guarantees or Investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and the Rules made thereunder, the details of loans given, guarantees provided, and investments made by the Company during the financial year 2024-25 are as follows:

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report (Annexure).

Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant

Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2024-25. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) they have selected such accounting policies and have 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion and Analysis report for detailed analysis.

Compliance with Maternity Benefit Act, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Necessary benefits including paid maternity leave, nursing breaks, and other prescribed facilities have been extended to eligible women employees in accordance with the applicable law. The Company is committed to creating an inclusive and supportive workplace environment that ensures the health and welfare of its women employees.

Acknowledgements

The Board of Directors expresses its sincere appreciation to all employees of the Company for their dedication, commitment, and contribution to its performance and growth during the year. The collective efforts of the workforce have been instrumental in navigating challenges and driving progress.

The Board also extends its gratitude to the Company’s shareholders, customers, dealers, vendors, business associates, bankers, employee unions, and other stakeholders for their continued trust, support, and collaboration.

The Directors acknowledge the valuable support and guidance received from the Government of India, various State Governments, local authorities, and regulatory bodies in India and abroad. The Board looks forward to their continued cooperation in the years ahead.