Your Directors have pleasure in presenting their 20^thAnnual Report on the business and
operations of the Company and the accounts for the Financial Year ended on March
31st, 2025.

In compliance with the applicable provisions of Companies Act, 2013, (including any
statutory modification(s) or re-enactment(s) thereof, for time being in force) (“Act") and
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations"), this report covers the
financial results and other developments during the financial year ended 31^st March
2025 and upto the date of the Board meeting held on 30.08.2025 to approve this report,
in respect of Shankar Lai Rampal Dye-chem Limited.

1. Financial Summary of The Company (Standalone)

The Company's financial performance for the year under review along with previous
year's figures is given hereunder:

2. Dividend

Considering the dividend history of the Company, liquidity and to ensure appropriate
cover for market risk and to maintain a consistent level of dividend pay-out vour Board
of Directors recommends Final Dividend of Rs. 0.05/- (i.e. 0.50%) per Equity Share of
Rs.10/- each, for the vear amounting to Rs. 31.98 Lacs. The dividend payment rate is
stable and similar to last year.

As provided in the Finance Act 2020, the dividend Is being taxed in die hands of
recipients. Information about taxation of dividend is included in ACM Notice.

3. Operational Highlights

Your Company is engaged in the business segment i.e. trading in Dyes, Chemical and
allied products. There has been no change in the business of the Company during the
financial year ended 31st March, 2025.

the highlights of the Company's performance are as under:-

During the financial year 2024-25, the Company recorded a total income of
*4,01,78.52 Lakhs, reflecting a significant growth over the previous year's total
income of *2,87,99.29 Lakhs. Revenue from operations increased to *4,01,78.42 Lakhs
from *2,87,72.59 Lakhs in the previous year, driven primarily by higher volumes in
the core business operations.

Total expenses stood at *3,86,35.58 Lakhs compared to *2,79,04.80 Lakhs in die
previous year, mainly on account of increased purchase of stock-in-trade. Despite
this, the Company delivered a robust improvement in profitability, with Profit
Before Tax rising to *15,42.94 Lakhs as against *8,94.50 Lakhs in FY 2023-24. After
accounting for tax expenses, the Profit After Tax stood at *11,39.24 Lakhs, up from
*6,49.70 Lakhs in the previous vear, representing an impressive growth of nearlv
75%.

Earnings per share (EPS) improved to *1.78 (Basic & Diluted) compared to *1.02 in
the previous year, highlighting the Company's strong financial performance and its
abilitv to deliver enhanced value to shareholders.

j

The financial statements for the year ended on 31st March, 2025 reflect a profit of
*1,139.24 Lacs, as compared to *649.70 Lacs in FY 2023-24, registering a strong year-
on-year growth of 75.30%. This improvement in profitability is primarily
attributable to a significant increase in revenue from operations, supported by
effective cost management and strategic business initiatives.

4. Shares And Share Capital

At present the Company has only one class of share - Equity shares of face value of
Rs. 10 each. The authorized share capital of the company is Rs. 64,00,00,000/- divided
into 6,40,00,000 equity shares of Rs.10 each. The paid-up share capital of the company
is Rs. 63,96,67,800/- divided into 6,39,66,780 equity shares of Rs. 10 each. The shares of
company are now listed on NSE also w.e.f October 2024 along with continuous BSE
Main Board listing.

Also, during the Financial Year 2024-25; there were

? No Buy Back of Equity Shares.

? No Employee Stock Option Plan was passed.

? No Further public offer.

? No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue
Basis

5. Credit Facilities:

The Company has been optimally utilizing its fund based and non fund based working
capital requirements as tied up with ICICI BANK. The Company was comfortable in
meeting its financial requirements. Effective financial measures have been continued to
reduce cost of interest and bank charges.

6. Transfer of unclaimed dividend to investor education and protection fund:

There is no amount outstanding to be transferred as unclaimed dividend to investor
education and protection fund. Though there is certain amount added in outstanding
unclaimed dividend account which pertains to dividend declared in last calendar year
2024 (and Unclaimed Dividend of previous FYs also) and list of such shareholders who
have not claimed the dividend is updated on website of the company and can be
viewed on website under http://www.srdyechem.com/investor-relations.asp

7. Material events occurring after balance sheet date:

There have been no material changes and commitments affecting the financial position
of the Company which have occurred between the end of the financial year of the
Company to which the financial statement relate and the date of the Board Report,
except for the outcome of the Board Meeting held on 28th July 2025, wherein the
Company reviewed its strategic growth initiatives and approved key operational
enhancements aimed at strengthening supply chain resilience, improving sustainability
practices, and expanding its product portfolio to cater to emerging market demands.

8. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operation in future:

No significant and material orders were passed by the regulators or courts or
tribunals which may have impact on the going concern status and future operation
of the Company.

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

The information pertaining to conservation of energy, technolog)' absorption,
Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished as under:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the
utilizing alternate sources of energy including waste generated :

The company is using more energy efficient lights and technology to save energy.
The computer systems are timely repaired; so that they sustain for more longer time.

(B) Technology absorption:

1. Efforts in brief, made towards technolog)' absorption. Benefits derived as a result
of the above efforts, e.g., asset improvement, cost reduction, ware house
development, etc.The Company has not entered into any technology based ventures
during the year under review. However the Company aims for digitization of
processes of purchase, sales, marketing and other operations over next year and
gradual increase in manpower, facilities and office workspace.

2. In case of imported technology (imported during the last 3 years reckoned from
the beginning of the financial year), following information may be furnished:

The Company has not imported any technolog)' and hence not applicable.

3. Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development.

(C) Foreign exchange earnings and Outgo (Rupees in Lakhs):

10. Risk management:

The Company has framed a sound
Internal Risk Management System to
identify and evaluate business risks and
opportunities and the same has become
integral part of Company's day to day
operations. The key business risks
identified bv the Company are as
follows viz. Industry Risk, Management
and Operations Risk, Market Risk,
Government Policy risk, Liquidity risk,
and Systems risk. The Company has in
place adequate mitigation plans for the
aforesaid risks.

The Audit Committee and Board are
supervising the proper risk
identification and mitigation process.

11. Corporate social responsibility
initiatives:

The provisions of Section 135 of the
Companies Act, 2013 read with Rule 9
of the Companies (Accounts) Rules,
2013 is applicable to the Company in FY
2024-25. Ihe details of Composition of
CSR committee are given in Corporate
Governance Report. The policy can be
reviewed from the website link:
http://www.srdyechem.com/downloa
ds/ Pol icy-Corporate-Social-
Responsiblity.pdf

the details of CSR expenditure is
separately reported in CSR Report
annexed with this Board Report.

12. Particulars of loans, guarantees or
investments made under section 186
of the Companies Act, 2013:

There were no loans, guarantees or
investments made by the Company
under Section 186 of the Companies Act,
2013 during the year under review and
hence furnishing of above information is
not applicable.

13. Internal financial control & internal
control systems:

Your Company has sound and adequate
internal control systems commensurate
with its size and nature of business. We
constantly upgrade our systems for
incremental improvements. The Audit
Committee of the Board periodically
reviews these systems. z timely
reporting. Internal audit is conducted
out by an independent professional firm
on regular basis. The Audit Committee
also regularly reviews the periodic
reports of the Statutory Auditors,
Internal Auditors and Accounts
departments. I he Company has trained
the staff in order to upgrade with the
recent changes in the taxation like GST.
Audit Committee constantly tries to add
value by evaluating existing systems.

14. Related party transactions:

Related party transactions that were entered during the financial year were on an arm's
length basis and were in the ordinary course of business. There were no materially
significant related party transactions with the Company's Promoters, Directors,
Management or their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by the Company in
the normal course of business are periodically placed before the Board Meeting as
perthe omnibus approval of Audit Committee and the particulars of contracts entered
during the year asper Form AOC-2 is enclosed as Annexure.

The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its
Related Parties, in compliance with the applicable provisions of the Companies Act
2013, the Rules there under and the Listing Regulations. This Policy has been uploaded
on the website of the Company at http://www.srdyechem.com/investor-relations.asp

15. Directors/Key Managerial Personnel:

There has been no change in the constitution of the Board during the financial year
under review i.e. the structure of the Board remains the same.

? Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Board lias
carried an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit and Nomination &
Remuneration.

The evaluation was done in following manner:

? Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration
Committee, formulated criteria for Determining, Qualifications, Positive Attributes
and Independence of a Director and also a Policy for remuneration of Directors, Key
managerial Personnel and senior management. The details of criteria bid down and
the Remuneration Policy are given in the Corporate Governance Report.

The policy can be visited on website link:

hit p://www. srdyechem.com/downloads/ Pol icy-Rem un era tion-of-Director-KMP-
etc.pdt

? Meetings:

During the vear the following were the meetings quantum:

The details are given in the Corporate Governance Details. The intervening gap
between the Meetings was within the period prescribed under the Companies Act,
2013. Hie required particulars of various Committee Meetings held during the year
are stated in the Corporate Governance Details.

? Declaration of independent directors:

The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 140(6) of the Companies Act, 2013
so as to qualify themselves to be appointed as Independent Directors under the
provisions of the

Companies Act, 2013 and the relevant rules. All Independent directors of the
company are registered on IICA Independent Director database.

? Declaration by the chief executive officer stating that the members of board of
directors and senior management personnel have affirmed compliance with the
code of conduct of board of directors and senior management:

There is no CEO in the company; but Chairman cum Managing Director and CFO
affirm to such compliance.

16. Details of Difference between amount of the valuation done at the time of one
time settlement and valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof:

There were no such matters.

17. Audit committee and vigil mechanism:

The composition and other particulars of Audit Committee are provided in the
Corporate Governance Details, attached herewith. In pursuance of the provisions of
section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors
and employees to report genuine concerns has been established.

18. Nomination and remuneration policy:

The remuneration policy of the company and Board Diversity policy is available at
Company's Website at vv vv w .srdvechem.com.

19. Statement showing Integrity, Expertise and Kxperience(including proficiency) of
Independent Director who held the office in FY 24-25

20.Directors responsibility statement:

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

(a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;

(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 and loss 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;
and

(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.

(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.

21. Annual return:

Copy of Annual Return of Company pursuant to the provisions of Section 92 read with
Rule 12 of the Companies (Management and administration) Rules, 2014 will be placed
at website of the Company with effect from date of Annual General Notice dispatch.
Weblink of the same is as http:/ / vvwvv.srdvechein.com/ investor-relations.asp.

22. Subsidiaries, joint ventures and associate companies:

The Company docs not have any Subsidiary, Joint venture or Associate Company.

23. Deposits:

The Company has neither accepted nor renewed any deposits during the year under
review.

24. Auditors

? Statutory Auditor

The Company's Auditors M/s Laxman Kumar & Associates, Chartered Accountants,

were appointed in last AGM (2024) to the conclusion of Sixth consecutive Annual
General(Calendar Year-2029). They were being appointed earlier to fill casual vacancy
caused by resignation of Alok Palod & Company, Chartered Accountants due to the
reasons explained in their resignation letter.

The Notes to Accounts referred to in the Auditors' Report are self-explanatory and
therefore do not call for any further comments. The Auditors' report does not contain
any qualification, reservation or adverse remark.

? Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has
appointed CS Sanjana Jain, a Practicing Company Secretary to undertake the Secretarial
Audit of the Company. Pursuant to the provisions of Section 204(1) of the Companies
Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel)
Rules, 2014 and recent LODR Amendment in year 2024, the board recommend to
reappoint practicing company secretary to undertake the Secretarial Audit of the
Company for a period of 5 consecutive years for financial year 2025-26 to F.Y.2029-30.
The Report of the Secretarial Audit Report is annexed herewith.

? Internal Auditor

In pursuant to Section 138 of the Companies Act, 2013; the company lias appointed
M/s Praveen Agarwal & Company, Chartered Accountants, Bhilwara; as Internal
Auditor of the Company.

25. Observations and remarks of Auditor;

The Company lias adequate system of internal control to safeguard and protect from
loss, unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts
and reporting financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with policy adopted by
the company. The Company continues to ensure proper and adequate systems and
procedures commensurate with its size and nature of its business.

26. Corporate Governance :

Provisions relating to Corporate Governance Report under Schedule V of SEB1 (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the
Company.

The Corporate Governance Report along with the certificate from the Practicing
Company Secretary regarding compliance of the conditions of Corporate Governance
pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
given in Corporate Governance Report annexed to this report. That section also
include: Details about the number of meetings of the Board held during 2024-25,
composition of the Audit Committee.

All the recommendations given by the Audit Committee were accepted by the Board.

27. Annual Evaluation of Directors , its Committees and Board :

The formal annual evaluation of the performance of the board and that of its
committees has been carried out through a structured evaluation process covering
various aspects of the board's functioning such as the Board structure & composition,
effectiveness of the Board process, information flow & functioning, quality of
relationship between the board and the Management, establishment, and delineation
of the responsibilities to Committees etc.

27. Disclosure under the sexual harassment of women at workplace (prevention of,
prohibition and redressal) act, 2013:

The Company lias in place a Sexual harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All women employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaints for sexual harassment were
received during the year.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company
reports the following under the POSH (Prevention, Prohibition and Redressal) Act,
2013:

• Complaints received during the year: None

• Complaints disposed of during the year: None

• Complaints pending at year-end: None (including those pending beyond 90 days)

28. Maternity Benefit

In compliance with the Companies (Accounts) Second Amendment Rules, 2025, the
Company confirms that it adheres to ail relevant provisions of the Maternity Benefit
Act, 1961 as amended, ensuring that eligible women employees are provided
proscribed benefits, supporting a safe and inclusive work environment.

29. Cost audit:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not
applicable to the Company for the Financial Year 2024-25.

30. Compliance of applicable secretarial standards :

The Company lias complied with the provisions of Secretarial Standards (I & II) issued
by the Institute of Company Secretaries of India and approved by the Central
Government under section 118(10) of the Companies Act, 2013.

31. Human resources development:

During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.

Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance
Section.

During the year, there was No employee receiving remuneration exceeding Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/-
(Rupees Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per
prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

There were no employees posted and working in a country outside India, not being
Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hence, the details are not required to be circulated to the Members and also not
required to be attached to this Annual Report.

32. Acknowledgement:

Your Directors place on record their sincere thanks to the company's customers,
employees, bankers, investors, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies
activities during the year under review.

Your Directors also acknowledges gratefully the support and confidence reposed by
each and every member of Srdyechem Family.

For and on behalf of the Board of Directors of
SHANKAR LAL RAMPAL DYE-CHEM LIMITED

Sd/-

PLACE-BHILWARA RAMPAL INANI

DIN-00480021

DATE- 30/08/2025 CHAIRMANS MANAGING DIRECTOR