Your Directors have pleasure in presenting the Fifty-Fifth Annual Report together with the Audited Financial
Statements for the financial year ended 31^st March, 2025.

1. Financial Results

The summary of Company's financial performance is given below: (? in lakhs)

2. Operational review

The Company is engaged in the trading of petrochemical products. During the FY 2024-25, total
revenue amounted to ? 4,624.59 lakhs as compared to ? 4,206.43 lakhs in 2023-24. The net loss
after tax for FY 2024-25 is ? 766.47 lakhs as against profit of ? 916.29 lakhs for the corresponding
previous year.

3. Dividend

The Board of Directors have recommend a dividend @ 20% i.e. ? 2/- per equity share of
? 10/- each. The total outgo on account of dividend for the current year amounts to ? 131.67 lakhs
(previous year ? 164.59 lakhs).

4. Material changes and commitments affecting the financial position of the Company that occurred
between the end of the financial year and the date of this report

There were no material changes and commitments affecting the financial position of the Company
that occurred between the end of the financial year to which these financial statements relate and
the date of this report.

5. Particulars of Loans, Guarantee and Investments

Details of Loans, Guarantee and Investments covered under the provision of the Section 186 of the
Companies Act, 2013 ("the Act") are given in the notes to the Financial Statements.

6. Subsidiaries/ Associates or Joint Venture

In the previous financial year, M/s. Q C Polymer Limited became the subsidiary of the Company.
During the year, the Company increased its stake in the subsidiary by acquiring additional 5%.

Subsequently, on 28^th October, 2024, administrator was appointed by the Subsidiary Company due
to which the Company lost control over it.

The audited consolidated financial statements together with the Auditors' report thereon forms part
of this Annual Report.

In accordance with the provision of Section 129 of the Act, a statement containing salient features
of the financial statements of the subsidiary in Form AOC-1 is attached with this Annual report.

A copy of the audited accounts shall be made available to the member upon request.

7. Management Discussion and Analysis

The present business of the Company involves the trading activities viz. Orthoxylene, Phthalic
Anhydride, Maleic Anhydride, Benzoic Acid and other petrochemical products.

In view of the ongoing activities, the information related to segment wise performance, opportunities
and threats, industry structure and developments, etc. are not applicable. There were no material
development in human resources. The report on review of financial performance has already been
stated and disclosed.

The details of significant changes in the key financial ratios along with relevant explanations are
given below, to the extent they are applicable:

8. Directors and Key Managerial Personnel

Shri M M Dhanuka (DIN 00193456) stepped down from the Board of Directors on 14^th February,
2025. With profound grief and sorrow, the Directors state that he left for heavenly abode on
19^th April, 2025. The Directors expressed their sincere appreciation and gratitude for his immense
contribution, support and guidance to the Board and management of the Company and also
conveyed deep condolences.

The term of Independent Directors viz. Shri Shrikant Somani and Shri Anil Kochar ended on
31^st July, 2024, on account of completion of their respective tenure of two terms of five years each.
The Directors expressed their sincere appreciation for the extensive contribution made by the
Independent Directors towards the Company.

During the year, the Board of Directors on recommendation of the Nomination and Remuneration
Committee appointed:

- Shri Rajesh Muni (DIN 00193527) as 'Non-Executive Independent Director' for a term of five
years w.e.f. 29^th July, 2024. However, effective 2^nd April, 2025, he resigned from the Board and
ceased to be a Director of the Company.

- Shri Shanti Kumar Loonker (DIN 01482626) as 'Non-Executive Independent Director' for a
term of five years w.e.f. 29^th July, 2024.

- Shri Mayank Dhanuka (DIN 00747034) as 'Non-Executive Director' w.e.f. 15^th February, 2025.

- Shri Satyanarayan Bankatlal Maheshwari (DIN 00193540) as 'Whole-Time Director' designated
as 'Executive Director' w.e.f. 15^th February, 2025 and

- Dr. Vaijayanti Pandit (DIN 06742237) as 'Non-Executive Independent Director' for a term of
five years w.e.f. 1^st April, 2025.

In accordance with the provision of Section 152 of the Act read with the Companies (Management
and Administration) Rules, 2014, Shri Satyanarayan Bankatlal Maheshwari (DIN 00193540) who
retires by rotation and being eligible has offered himself for re-appointment.

In the opinion of the Board of Directors of the Company, all Independent Directors possess high
integrity, expertise and experience including the proficiency to discharge their respective duties and
responsibilities.

The Key Managerial Personnel of the Company as on 31^st March, 2025 are Shri Satyanarayan
Bankatlal Maheshwari, Executive Director, Shri Nilesh Panchal, Chief Financial Officer and Smt.
Labdhi Shah, Company Secretary.

a. Number of Meetings of the Board

During the year, four Board Meetings were held. The details with respect to the composition, terms
of reference, attendance thereat, etc. are disclosed in the Report on Corporate Governance forming
part of the Annual Report of the Company.

b. Performance Evaluation

As stipulated by the Code of Independent Directors pursuant to provisions of the Act and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") a
separate meeting of the Independent Directors of the Company was held to review the performance
of Non- Independent Directors, the Chairman and the entire Board. The Independent Directors also
reviewed the quality, content and timeliness of the flow of information between the Management
and the Board and its Committees which is necessary to effectively and reasonably perform and
discharge their duties.

All Independent Directors have given their respective declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act.

The annual evaluation of the performance of the Board of Directors, Committee and of the
Directors individually was conducted in accordance with the provisions of the Act and the SEBI
Listing Regulations. The evaluation form covered criteria such as transparency, flow of information,
competency, diversity, experience, knowledge, adequacy of time, independence, decision making,
deliberations at the meeting, etc. The evaluation guidelines were designed after taking into account
the suggestions from the directors.

c. Remuneration Policy

The details of the Remuneration Policy forms part of the Corporate Governance Report.

The information related to remuneration as required pursuant to Section 197 of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
("the said Rules") are given below:

(i) Ratio of the remuneration of each Director to the median remuneration of the employees of
the Company -

Shri M M Dhanuka, Managing Director - 13.28:1
(upto 14^th February, 2025)

Shri Satyanarayan Bankatlal Maheshwari, Executive Director - 0.59:1
(Appointed Executive Director w.e.f. 15^th February, 2025)

(ii) The Percentage increase in the remuneration of Managing Director, Chief Financial Officer
and Company Secretary for the Financial Year- MD- 7.5%, CFO - 12% and CS - 12%

(iii) The percentage increase in the median remuneration of the employee in the financial year -
55.11%

(iv) Number of permanent employees on the payrolls of the Company - 8

(v) Average percentile increase 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 - Managerial - 10.87%, Below
Managerial level - 10.57%

It is hereby affirmed that the remuneration paid during the year is as per the Nomination and
Remuneration Policy of the Company.

There is no employee other than the Managing Director / Executive Director in respect of
whom the information under the Rule 5(2) of the said Rules is required to be provided.

9. Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanation obtained
by us, in terms of Section 134(3)(c) of the Act, we state:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2025,
all the applicable accounting standards have been followed and no material departures have
been made from the same;

b. that appropriate accounting policies have been selected and applied consistently and have
made judgements 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 FY ended 31^st March, 2025 and
of the loss of the Company for that year;

c. that proper and sufficient care has been taken 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/detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

10. Particulars of contracts and arrangements with Related Parties

All transactions entered into with related parties as defined under the Act and Regulation 23 of SEBI
Listing Regulations during the financial year were in the ordinary course of business and on an arm's
length basis and necessary approvals were obtained, wherever required.

The necessary disclosures regarding the transactions are given in the notes to accounts.

The Policy on the Related party Transactions can be accesed at http://www.mysorepetro.com/wp-
content/uploads/2023/03/MPCL-PRT-Policy.pdf

The disclosure in Form AOC-2 is attached to this Report as Annexure-I'.

11. Auditors

a. Statutory Auditors

M/s. RMJ & Associates LLP were appointed as Statutory Auditors of the Company by the members
of the Company at the 52^nd AGM held on 27^th September, 2022, for a period of five years commencing
from the conclusion of 52^nd AGM till the conclusion of the 57^th AGM to be held in the year 2027.

The Auditors' Report does not contain any qualification, reservation or adverse remark. The
Statutory Auditors have not reported any incident of fraud to the Audit Committee pursuant to
Section 143(12) of the Act.

b. Secretarial Audit

In accordance with Regulation 24A of the SEBI Listing Regulations, the Directors proposes
to appoint M/s. Martinho Ferrao & Associates, Company Secretaries (Registration
No. I2003MH393700 and Peer Review No. 951/2020) as Secretarial Auditors of the
Company for a period of five consecutive years commencing from the FY 2025-26 to
FY 2029-30. M/s. Martinho Ferrao & Associates, have given their consent for their appointment as
Secretarial Auditors of the Company and issued certificate confirming that their appointment, if
made, shall be within the limits prescribed by the Institute of Company Secretaries of India.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s.
MMJB & Associates, LLP Company Secretaries as Secretarial Auditor to conduct the Secretarial
Audit for the FY 2024-25 which is annexed herewith as "Annexure-II".

The Secretarial Audit Report contains an observation with regard to the intimation to the stock
exchange beyond the prescribed timeline of 30 minutes for the re-appointment of Managing
Director which was due to inadvertent error. The Board took note of the same.

12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy and technology absorption is not applicable to the
Company. During the year under review, the foreign exchange earnings and outgo was NIL (previous
year NIL).

13. Report on Corporate Governance

The Company has complied with the requirements of conditions of Corporate Governance. The
disclosures as required under Schedule V to the SEBI Listing Regulations together with a certificate
from the Practicing Company Secretaries of the Company regarding compliance of conditions of
Corporate Governance forms part of this Annual Report.

14. Annual Return

Pursuant to the provisions of Sections 92(3) and 134 of the Act, the Annual Return of the Company
as at 31^st March, 2025 is uploaded on the Company's website www.mysorepetro.com/corporate-
announcement/

15. Transfer of Unclaimed Dividend/Shares to IEPF

In accordance with the provisions of Sections 124, 125 of the Act, read with the IEPF (Accounting, Audit,
Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") the amount of dividend or any
other amount remaining unclaimed or unpaid for a period of seven years is required to be transferred to
the IEPF Authority. Further, all the shares in respect of which dividend remained unclaimed or unpaid
for seven consecutive years or more, shall also be transferred to the IEPF Authority.

In pursuance of the above, Company had during the FY 2024-25 transferred the shares to IEPF
Authority in respect of shares on which dividend has not been paid or claimed for seven consecutive
years. The Company also transferred the unpaid/unclaimed dividend amount pertaining to
FY 2016-17 to the Investor Education and Protection Fund.

Members whose shares are so transferred can claim their dividend and shares from the
IEPF Authority by filing an online application through web-based Form IEPF-5 available at
www.mca.gov.in. Members are advised to claim any unencashed dividends.

The application for the claiming of shares along with the supporting documents are required to be
submitted in an online mode only as required under the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The shareholders may note that the dividend declared in the FY 2017-18 and remaining unclaimed
are due to be transferred to the IEPF on 19^th September, 2025. Further, if the shareholders have not
claimed dividend for any of the seven consecutive years i.e. between FY 2017-18 to FY 2023-24, the
underlying shares shall also be transferred to IEPF. The shareholders are advised to forthwith claim
their dividend by writing to the Company/ RTA.

The details of unclaimed dividend is hosted on the Company's website at www.mysorepetro.com/
investor-information/ and the same is also available on the website of the Ministry of Corporate
Affairs http://www.iepf.gov.in/IEPF/services.html

The Company Secretary of the Company has been designated as the Nodal Officer who can be
contacted for any guidance/assistance to claim the dividend and shares from IEPF Authority.

16. Contribution to Exchequer

The Company has contributed ' 789.63 lakhs to the exchequer on account of income tax, GST, etc.

17. Vigil Mechanism

The Vigil Mechanism Policy provides for the directors, employees and third parties dealing with the
Company to report any instances of illegal or unethical conduct, actual or suspected incidents of
fraud, actions that effects the operational and financial integrity and actual or suspected instances
of leak of unpublished price sensitive information that could adversely impact operations, business
performance and/or reputation.

The Policy provides for adequate safeguards to ensure that no employee or any other person is
victimised or harassed for reporting and bringing up such incidents in the interest of the Company.

The Audit Committee reviews the functioning of the Policy and no person has been denied access
to the Committee for this purpose. The details of the Vigil Mechanism has been elaborated in the
Corporate Governance Report and posted on the Company's website http://www.mysorepetro.
com/corporate-governance/

18. Prevention of Sexual Harassment

No complaints pertaining to sexual harassment of women employees were received during the year.

In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and

V J

Redressal) Act, 2013, the Company has formulated a policy on prevention, prohibition and redressal
of sexual harassment of women at work place.

19. Other disclosures

a. There is no change in the share capital structure during the year under review.

b. The Company has not accepted or invited any deposits from the Public, during the year.

c. The Company do not propose to transfer any amount to the General Reserves.

d. The Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.

e. There is no change in the nature of business during the year under review.

f. The Company is not required to have Risk Management Policy.

g. There are no proceedings initiated/pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

h. During the year under review the Company was not required to spend any amount towards
the Corporate Social Responsibility. The CSR Policy of the Company can be accessed at
www.mysorepetro.com/csr/

20. Details of significant and material orders

The operations at Phthalic Anhydride Plant at Raichur, Karnataka were closed since July 2013.
The Workmen's union had raised certain additional demands and the matter was referred to the
Industrial Tribunal, Hubbali, Karnataka by the Labour Department, Government of Karnataka.
Subsequent the matter was decided in favor of the workmen's union and the Company was directed
to pay monetary benefits which was estimated to be ' 1,555.63 lakhs. The Company has filed a writ
petition against the said order. The High Court has stayed the execution of the Industrial Tribunal,
Hubbali, Karnataka.

Other than the aforesaid, there are no significant and material orders passed by the courts or
regulators or tribunals impacting the ongoing concern status and the Company's operations.
However, members' attention is drawn to the statement on contingent liabilities and commitments
in the notes forming part of the financial statements.

21. Acknowledgement

Your Directors would like to convey their sincere appreciation to all stakeholders for their continued
support.

For and on behalf of the Board
Dr. Vaijayanti Pandit

Mumbai Chairperson

21^st May, 2025 DIN 06742237