Your Directors have pleasure in submitting their 33 ^rd Annual Report of the Company together with the Audited Statements of
Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:

2. DIVIDEND:

The Board of Directors has recommended a final dividend
@ ' 1.00 (Rupees One) per equity share of the face value of
' 10.00 (Rupees Ten) each (i.e. 10% of the face value) for
the financial year ended March 31, 2025, subject to approval
of the shareholders at the ensuing 33^rd Annual General
Meeting (AGM). Dividend, if approved by the Shareholders
at the enusing Annual General Meeting will absorb ' 4.00
crore (approx). The Final Dividend shall be paid within 30
days of its declaration at the 33^rd AGM.

3. FINACIAL PERFORMANCE AND
OPERATIONAL REVIEW:

Revenue from Operations stood at ' 1,495.90 crore in FY25
as compared to ' 1,274.75 crore in FY24. EBITDA stood at
' 128.8 crore during the year with EBITDA margin at 8.61%
in FY25. Profit After Tax stood at ' 54.00 crore in FY25 as
compared to ' 66.35 crore in FY24.

The Company revenues stood at ' 1495.90 crore. in FY25
driven by strong performance in domestic markets navigating

uneven monsoon distribution. Our export business was
affected by the weak export demands & falling prices.

We are dedicated to accelerating revenue growth and
productivity efforts in order to achieve significant margin
expansion and we continue to view FY26 as crucial
acceleration point in Heranba's trajectory.

4. RESERVES:

During the Financial Year under review, the Board of Directors
have not recommended transfer of any amount of profit to
any reserves. Hence, the amount of profit for the financial
year under review has been carried forward to the Statement
of Profit and Loss.

5. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year
under review, as stipulated under SEBI (LODR) Regulations
is given separately and forms part of this 33^rd Annual Report
of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period
of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection
Fund (IEPF). However, the Company has unclaimed dividend pertaining to financial years 2020-21, 2021-22, 2022-23 and
2023-24 as mentioned below:

The Company is in process to intimate all the shareholders who have not claimed dividend on shares.

7. DIVIDEND DISTRIBUTION POLICY:

Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations') requires the
top 1000 listed entities, based on market capitalization
calculated as on March 31 of every Financial Year, to
formulate a Dividend Distribution Policy and disclose
the same in the Annual Report and on the website of the
Company.

The Board of Directors of the Company has adopted a
Dividend Distribution Policy, which aims to ensure fairness,
sustainability and consistency in distributing profis to the
Shareholders. The Policy is attached as "Annexure I" and
is also available on the website of the Company i.e., www.
heranba.co.in under the Investors Relations-section.

However the Company is out of purview of top 1000 listed
entities based on market capitalization calculated as on
March 31, 2025.

8. SHARE CAPITAL:

Authorised Capital

As on March 31, 2025, the Authorized share capital of the
Company stood at ' 45,00,00,000/- (Rupees Forty Five
crore Only) divided into 4,50,00,000 (Four crore and fifty
lakh) equity shares of ' 10/- (Rupees Ten only) Each.

Paid up Capital

As on March 31, 2025, the issued, subscribed and
paid up Equity share capital of your Company stood
at ' 40,01,34,670/- (Rupees Forty crore One Lakh
Thrity Four Thousand Six Hundred Seventy Only)

divided into 4,00,13,467 (Four crore Thirteen Thousand
Four Hundread And Sixty Seven)Equity shares of ' 10/-
(Rupees Ten only) each.

As on March 31, 2025, the entire share capital of the
Company has been dematerialized.

There is no changes in the capital structure of the Company
during the year.

9. FINANCE:

During the year under review, the Company has availed the
working capital credit facilities from the Bankers as per the
business requirements. Your Company has been regular in
paying interest and in repayment of the prinicipal amount of
the aforesaid facilities.

10. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

All contracts/arrangements/transactions entered into
with Related Parties during the Financial Year were in the
ordinary course of business and on an arm's length basis.
Except the transactions entered into with Wholly Owned
Subsidiary Company (ies), There were no Materially Related
Party Transactions i.e. transactions exceeding 10% of the
annual turnover as per the last audited financial statements.
The Company has not entered into any transaction with its
Promoters, Directors, Key Managerial Personnel or other
designated person which may have potential conflict with
the interest of the Company at large.

All Related Party Transactions are placed on a quarterly
basis before the Audit Committee for approval/ratification/
noting etc.

The Audit Committee has reviewed the related party
transactions as mandatorily required under relevant
provisions of the Listing Regulations.

The said transactions are in the ordinary courseof business
and at arm's length basis. The Company had taken omnibus
approvals for indicative transactions proposed during the
financial year ended March 31, 2025.

The policy on Related Party Transactions as approved by
the Board is uploaded on the Company's website may be
accessed on the Company's website https://www.heranba.
co.in/policies/.

All the particulars of contracts or arrangements entered
into by the Company with related parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 are
attached herewith in Annexure-II in Form No. AOC -2.

Further suitable Disclosure as required by the Accounting
Standards (AS18) has been made in the notes to the
Financial Statements in the Annual Report.

11. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of
business of the Company. Further Directors have personally
overviewed the adequacy of internal controls and also
appointed Mr. Kamal Dharewa, Chartered Accountant of
M/s KD Practice Consulting Pvt Ltd. as the Internal Auditors
to manage the internal controls of the Company. The
Internal Auditors of the Company conduct Audit of various
departments to ensure that internal controls are in place and
submit Reports to the Audit Committee. The Audit Committee
regularly reviews these Reports and the Company when
needed takes corrective actions. The Statutory Auditors also
audit the effectiveness of the Company's internal financial
control system. No major inefficiencies were reported.

In addition to Internal Audit, the Company has implemented
well established internal financial practices, tool for
mitigating risk in order to ensure adequate internal financial
control commensurate with the size of the Company.

12. FINANCIAL LIQUIDITY:

Cash and Cash Equivalent as at March 31, 2025 was ' 38.97
crores. The Company's working capital management is based
on a well-organized process of continuous monitoring and
control on Receivables, Inventories and other parameters.

13. INSURANCE:

All properties and insurable interests of the Company
including buildings, plant and machinery and stocks have
been fully insured. The Company has obtained the Director
& Officer (D&O) policy for its Directors and Officers.

14. CREDIT RATING:

As on the date of this report, the Credit Rating as provided
by CRISIL Rating Limited (A Credit Rating Agency "CRISIL")
on the Total Bank Loan Facilities of Heranba Industries
Limited are as under:

15. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company has a Vigil Mechanism/Whistle Policy under
which it established a Whistle Blower Policy/Vigil Mechanism.

This policy seeks the support of employees, channel
partners and vendors to report Significant deviations from
key management policies and report any non- compliance
and wrong practices, e.g., unethical behavior, fraud, violation
of law, inappropriate behavior/conduct etc.

The Vigil Mechanism/Whistle Blower policy cover serious
concerns that could have grave impact on the operations and
performance of the business of Heranba Industries Limited.
A Vigil (Whistle Blower) mechanism provides a channel to
the employees and Directors to report to the management
concerns ethical behavior, actual or suspected fraud or
violation of the code of conductmechanism provides for
adequate safeguards against victimization of employees
and Directors to avail of the mechanism and provide for
direct access to the Chairman of the Audit Committee in
exceptional cases.

The policy neither releases employees from their duty of
confidentiality in the courseof their work nor can it be used
as a route for raising malicious or unfounded allegations
against people in authority and/or colleagues in general.

The detailed Vigil Mechanism/Whistle Blower Policy of the
Company is uploaded on the Company's website may be
accessed on the Company's website https://www.heranba.
co.in/wp-content/uploads/2023/03/05-Vigil-Mechanism-
Policy-1.pdf.

16. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and all
senior management Personnel in the courseof day to day
business operations of the Company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical
dealings/behaviours of any form and the Board has laid down
the directives to counter such acts. The code laid down
by the Board is known as "code of conduct for Board of
Directors and Senior Management Personnel ". The Code has
been posted on the Company's website www.heranba.com.

The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors
andthe designated employees in their business dealings
and in particular on matters relating to integrity in the work
place,in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the
expectedbehaviour from an employee in a given situation
and the reporting structure.

All the Board Members and the Senior Management
personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this
regard. A Certificate from the Managing Director to this
effect form part of this report and annexed as Annexure-III.

17. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of insider trading)
Regulations, 2015, the Company has formulated and
adopted a Code for Prevention of InsiderTrading.

During the year under review, the Company has amended
the Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (UPSI) and a
Code of Conduct for Prevention of Insider Trading with a
view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window
is closed. The Board is responsible for implementation of the
Code.

All Board Directors and the designated employees have
confirmed compliance with the Code.

The Company is maintaining the Structual Digital Database
(SDD) internally with adequate internal controls and checks
such as time stamping and audit trails to ensure non¬
tampering of the database in compliance with SEBI (PIT)
Regulations, 2015.

18. CORPORATE GOVERNANCE REPORT:

Your Company maintains the highest level of transparency,
accountability and good management practices through
the adoption and monitoring of corporate strategies,
goals and procedures to comply with its legal and ethical
responsibilities.

The Board has also evolved and adopted a Code of Conduct
as per SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 based on the principles
of good Corporate Governance and Best Management
Practices. The Code is available on the Company's website

i.e. www.heranba.co.in under "Investors Relation- Corporate
Governance" Section.

As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate Report on
Corporate Governance along with the Practising Company
Secretary's Certifcate confrming compliance with Corporate
Governance norms is annexed to this Report.

19. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT ("BRSR"):

The Business Responsibility & Sustainability Report ("BRSR")
for the year under review, as stipulated under SEBI (LODR)
Regulations, 2015 is given separately and forms part of this
33^rd Annual Report of the Company. However the Company
is out of purview of top 1000 listed entities based on market
capitalization calculated as on March 31, 2025.

20. CEO/CFO CERTIFICATION:

In terms of SEBI (LODR) Regulations, 2015 the Certificate
signed by Mr. Raghuram K Shetty, Managing Director and
Mr. Rajkumar Bafna, Chief Financial Officer of the Company

was placed before the Board of Directors along with Annual
Financial Statement for the financial year ended March 31,
2025 at its meeting.

21. STATEMENT CONCERNING
DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE
COMPANY:

Heranba Industries Limited is exposed to risks such as
Natural Disaster, Occupational health & safety hazards,
Supply Chain Risk, Quality of Products, Business dynamics
Risks, Business Operations Risks, liquidity risk, Interest rate
risk, Credit Risks, Logistic Risks, Pollution Free Environment
Risk, Market Risks/Industry Risks, Human Resource Risks,
Disaster Risks, System Risks and Legal Risks, Data Protection
Risk, Credit risk and Operational risk that are inherent in the
agrochemical Industry.

The Company has adopted the systematic approach to
mitigate the risk associatited with the objectives, operations,
revenues and regulations.

By strictly following the regulatory norms and Guidelines, the
Company effectively manages the risks and has a focused
Risk Management monitoring in place.

The Company has a Risk Management Committee to monitor
the risk associated with the Company. The said Committee
from to time discussed risk and mitigation measure adopted
to mitigate the risk. The Committee recommend from time
to time Board the necessary measures to mitigate the risk.

A detailed Risk Management Policy is available Company's
website https://www.heranba.co.in/wp-content/

uploads/2022/05/Risk-Assessment-and-Minimisation-
Policy.pdf.

22. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial
relationship with workers and employees at all levels.

23. DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY:

During the Year under review the Board has made the total
expenditure under CSR of ' 3.35 crore. for F.Y. 2024-25
whereas the total Amount required to be spent was ' 3.35
crore. for the financial year 2024-25. The detailed Report on
CSR Activities as per Annexure-IV.

24. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has two 100% Wholly
Owned Subsidiaries namely Mikusu India Private Limit and
Heranba Organics Private Limited. The Company has one
Step-Down Subsidiary Company namely Daikaffil Chemicals
India Limited.

A Statement containing the basic financial details of
the aforesaid subsidiaries in Form AOC-I is annexed as

Annexure-V.

Considering the criteria mentioned in Regulation 16 of the
Listing Regulations, the subsidiary of the Company is not a
Material Subsidiary. The Board of Directors of the Company
has approved a Policy for determining material subsidiaries
which is in line with the requirements of Listing Regulations.
The Policy has been uploaded on the website of the
Company and the same can be accessed at https://www.
heranba.co.in/wp-content/uploads/2022/08/Heranba-
Materiality-Subsidiary policy.pdf.

25. DIRECTORS & KEY MANAGERIAL
PERSONNEL:

(a) Appointment/Re-appointment/Resignation
of Directors

In terms with the requirements of the Listing Regulations, the
Board has identified core skills, expertise and competencies
of the Directors in the context of the Company's businesses,
which are detailed in the Report on Corporate Governance.

All the Directors have affirmed that they have complied with
the Company's Code of Conduct & Ethics.

At the ensuing Annual General Meeting, Mr. Shriraj S
Shetty (DIN:06609014) and Mr. Raunak R Shetty (DIN:
08006529), would retire by rotation and being eligible for
the re-appointment, offers themselves for re-appointment.

During the year under review, the non-executive Directors
of the Company had no material pecuniary relationship or
transactions with the Company, other than sitting fees
and reimburse-ment of expenses incurred by them for the
purpose of attending meetings of the Board/Committee of
the Company.

Details of the Directors seeking appointment/
reap-pointment including a profile of these Directors, are
given in the Notice convening the 33^rd Annual Gener-al
Meeting of the Company.

(b) Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the
Companies Act, 2013 read with Rules made thereunder,
the following person has been designated as Key Managerial
Personnel of the Company under the Companies Act, 2013.

1. Mr. Sadashiv K Shetty, Chairman & Wholetime Director

2. Mr. Raghuram K Shetty, Managing Director

3. Mr. Shriraj S. Shetty, Wholetime Director

4. Mr. Raunak R. Shetty, Wholetime Director.

5. *Mr. Rajkumar Bafna, Chief Financial Officer.

6. Mr. Abdul Latif, Company Secretary.

* Mr. Rajkumar Bafna has resigned from the position of CFO
w.e.f. June 30, 2025.

There were no changes among the KMP during the year
under review.

(c) Declaration by Independent Directors:

The Company has received necessary declaration from
each independent director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies
Act, 2013 read with rules framed thereunder and SEBI
(LODR) Regulation.

In the opinion of the Board, the independent Directors
are, individually, person of integrity and possess relevant
expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they
have confirmed that they are not aware of any circumstances
or situation which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their duties.
Based on the declarations received from the independent
Directors, the Board has confirmed that they meet the criteria
of independence as mentioned under regulation 16(1)(b) of
the Listing Regulations and that they are independent of the
management.

(d) Annual Evaluation:

The Company has the Evaluation Policy, Remuneration
Policy and The criteria for determining qualifications,
positive attributes and independence of a director. Based
on the above policies and criteria, the Nomination and
Remuneration Committee evaluated the performance of
Individual Directors. The Independent Directors at their
separate meeting, also reviewed the performance of the non
independent Directors and Board as a whole and also review
the performance of the Chairman and further assessed
the quality of flow of the information between the Board
and Management. In addition to the above evaluation, the
Board has carried out an annual performance evaluation of
its own performance, the Directors individually as well as
the evaluation of its Committees of the Board of Directors.
The performance of Individual Director vis-a-vis Board and
Committees found satisfactory.

(e) Remuneration Policy for the Directors, Key
Managerial Personnel and other Employees:

In terms of the provisions of Section 178 (3) of the Act,
the Nomination & Remuneration Committee is responsible
for formulating the criteria for determining qualification,
positive attributes and independence of a Director. The
Nomination & Remuneration Committee is also responsible
for recommending to the Board a policy relating to the
remuneration of the Directors, Key Managerial Personal
and other employees. In line with this requirement, the
committee along with the approval of the board has revised
the said policy.

(f) Non Disqualifications of Directors:

None of the Directors on the Board of the Company for
the Financial Year ending on March 31, 2025 have been
debarred or disqualified from being appointed or continuing
as Directors of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs, or any such

other Statutory Authority. Practising Company Secretary's
Certifcate confrming the above is annexed herewith as
Annexure-VI.

26. AUDITORS:

(a) Statutory Auditor:

The Members of the Company at the 30^th Annual General
Meeting ('AGM') held on Wednesday, July 27, 2022
approved the appointment of M/s. Natvarlal Vepari & Co.,
Chartered Accountants (Registration No. 106971W),
as the Statutory Auditor of the Company for a period
of 5 (five) years from the conclusion of 30^th Annual
General Meeting ("AGM") till the conclusion of the 35^th
(Thirty Fifth) AGM. However, the name of the Firm of
the Statutory Auditor is changed from M/s. Natvarlal
Vepari & Co., Chartered Accountants (Registration No.
106971W) to M/s. Natvarlal Vepari & Co. LLP, Chartered
Accountants (Registration No. 106971W) and to "N V C
& Associates LLP" with effect from June 09, 2025.

(b) Cost Records & Cost Auditors:

Pursuant to the provision of Section 148 of the Companies
Act, 2013 read with Rule 14 of the Companies (Audit and
Auditors) Rules,2014 and the Companies (Cost Records &
Audit) Rules, 2014, the Company maintains the cost records
& accounts in respects of products manufactured by the
Company which needs to be audited by the Cost Auditor.

In compliance to the above, the Board of Directors has
appointed Tapan Gaitonde & Co (FRN 104043), Cost
Accountants, as the Cost Auditors of the Company for the
financial year ended March 31, 2025. As required by the Act,
the remuneration of the Cost Auditor has to be ratified by
the Members and accordingly the resolution relating to the
Cost Auditors is being placed before the Members for their
ratification.

(c) Secretarial Auditors & Secretarial Audit
Report:

In compliance of the provisions of Section 204 of the
Companies Act, 2013 read with Regulation 24A of the
Listing Regulations, your Directors have appointed M/s. GMJ
& Associates (bearing Peer Review No-6140/2024).,
Practicing Company Secretary, as Secretarial Auditor of the
Company for the period of 5 years from F.Y. 2025-26 till
F.Y. 2029-30. The appointment of the Secretarial Auditors
is subject to the approval of the members and accordingly
the resolution relating to the Secretarial Auditors is being
placed before the Members for their appointment.

The Secretarial Audit Report issued in the Form MR-3 given
by the Company secretary in practice is annexed with the
report as Annexure-VII.

The Company has complied with the applicable secretarial
standards issued by the Institute of Company Secretaries
of India.

27. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN
THEIR REPORTS:

(a) Auditors Qualification:

There were no qualifications, reservations or adverse remarks
made by the Auditors in their report made for the financial
year under review.

(b) Secretarial Audit Report By Secretarial
Auditor:

There were no qualifications, reservations or adverse remarks
made by the Secretarial Auditor in his report made for the
financial year under review.

(c) Details of Fraud reported by Auditors:

There were no frauds which are reported to have been
committed by employees or officers of the Company. The
statutory Auditors of the Company have vide their report of
even date confirmed that no fraud by the Company and no
material fraud on the Company has been noticed or reported
during the year.

28. OTHER DISCLOSURE:

(a) Meetings:

The details of the various meetings of the Board
and its committees are provided in the Corporate
Governance Report.

(b) Committees of the Board:

The details of the various committes constituted by the
Board are provided in the Corporate Governance Report.

(c) Change in the nature of business:

There has been no change in the Nature of Business
during the year under review. Further no material changes
or commitments have occurred between the end of the
financial year and the date of this report which affect the
financial statements of the Company.

(d) Material Changes and Commitments, if
any, affecting the Financial Position of the
Company:

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which this financial statements
relate and the date of this report.

(e) Deposits:

The Company has neither accepted nor renewed any
deposits from public during the year nor has any outstanding
Deposits in terms of Section 73 of the Companies Act, 2013.

Further there were no Deposits which are not in compliance
of the requirements of Chapter V of the Act.

(f) Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.

(g) Annual Return:

The extracts of Annual Return [MGT-9] Pursuant to the
provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 has been
placed on the website of the Company and can be accessed
at www.heranba.co.in

(h) Particulars of employees:

The Statement of Disclosure of Remuneration under Section
197 of the Companies Act, 2013 read Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure-VIII.

(i) Status of Listing Fees:

The Shares of the Company are continued to be listed on the
BSE Limited ("BSE") and National Stock Exchange of India
Limited ("NSE").

Listing Fees till date have been duly paid to BSE and NSE,
where Company's shares are Listed.

(j) Disclosure Pursuant to Section 197(14)
of the Companies Act, 2013 and rules made
thereunder.

The Managing Director and Whole Times Directors except
Mr. Raunak R Shetty of the Company are not in receipt of
any remuneration and/or commission from any subsidiary
Company, as the case may be.

Mr. Raunak R Shetty, Whole Time Director of the Company
is in receipt of remuneration of ' 2 Lakhs Per month from
Mikusu India Private Limited, a wholly owned subsidiary
Company of your Company. The above remuneration is in
accordance with the provision of the Companies Act, 2013.

(k) Registrar and Share Transfer Agent:

M/s Bigshare Services Private Limited, 1^st Floor, Bharat Tin
Works Building, Opp Vasant Oasis, Makwana Road, Andheri
(East), Mumbai- 400 059 Tel No- 91 22 6263 8200 is the
Registrar and Share Transfer Agent of the Company for the
physical and Demat shares. The Members are requested to
contact directly for any requirements.

(n) Material Orders passed by Regulators,
Courts or Tribunal:

There were no significant or material orders passed by
the Regulators, Courts or Tribunal which impact the going
concern status of the Company and the Company's
operations in future.

(o) Research and Development and Quality
Control:

The activities of R & D consist of improvement in the process
of existing products, decrease of effluent load and to
develop new products and by-products.

The management is committed to maintain the quality control
and it is the strength of the Company. All raw materialand
finished products and materials at various stagesof process
pass through stringent quality check for the better result and
product.

(p) Proceeding under The Insolvency and
Bankruptcy Code, 2016:

There were no proceedings, either filed by the Company or
against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as of March 31, 2025.

(q) Miscellaneous:

During the year, there were no transactions requiring
disclosure or reporting in respect of matters relating to:

i) issue of equity shares with differential voting rights as
to dividend, voting or otherwise;

ii) issue of shares (including sweat equity shares) to
employees of the Company under any scheme;

iii) raising of funds through preferential allotment or
qualified institutional placement;

iv) instance of one-time settlement with any bank or
financial institution.

30. 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 had been followed along with
proper explanation relating to material departures;

(b) the Directors had 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 had 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 had prepared the annual accounts on a
going concern basis; and

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

31. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to Bankers,
business associates, consultants, and various Government
Authorities for their continued support extended to your
Companies activities during the year under review. Your
Directors deeply appreciate the committed efforts put in
by employees at all levels, whose continued commitment
anddedication contributed greatly to achieving the goals
set by your Company. Your Directors also acknowledges
gratefully the shareholders for their support and confidence
reposed on your Company.

For Heranba Industries Limited

Sadashiv.K.Shetty Raghuram. K. Shetty

Chairman Managing Director

DIN: 00038681 DIN:00038703

Date: August 12, 2025 Date: August 12, 2025

Place: Mumbai Place: Mumbai