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Company Information

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NEPTUNE PETROCHEMICALS LTD.

04 December 2025 | 12:00

Industry >> Petrochemicals - Others

Select Another Company

ISIN No INE156901014 BSE Code / NSE Code / Book Value (Rs.) 32.16 Face Value 10.00
Bookclosure 52Week High 192 EPS 11.08 P/E 15.87
Market Cap. 398.25 Cr. 52Week Low 126 P/BV / Div Yield (%) 5.47 / 0.00 Market Lot 1,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Board of Directors of the Company ("Board") are pleased to present the Fourth (4th)
Annual Report of Neptune Petrochemicals Limited (
'NPL' or 'your Company' or 'the
Company'
) on the business, operations and performance along with Audited Financial
Statements of the Company.

Financial Highlights

The Audited Financial Statements of your Company as of March 31, 2025 have been
prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("
Listing Regulations"), and the applicable of the Companies Act, 2013
("
Act").

Particulars

2024-25

2023-24

Revenue from Operations

94,793.78

66,773.78

Other Income

1122.94

823.02

Total Revenue

95916.72

67596.80

Earnings Before Interest,
Depreciation and Amortization
Expense and Taxes

3477.49

2862.30

Less: - A) Finance Cost

12.89

25.64

Less: - B) Depreciation and
Amortization Expense

64.67

16.53

Profit / (Loss) before Extra¬
Ordinary Items and tax

3399.93

2820.13

Add/(Less): Extra-Ordinary
Item

-

-

Profit/(Loss) after Extra
Ordinary Items and before tax

3399.93

2820.13

Total Tax Expense

889.88

742.71

Share of Associate's Profit

-

-

Profit / (Loss) After Tax

2510.05

2077.42

Earnings Per Share
Basic / Diluted

15.62

20774.20

Performance Review & State of Company's Affairs:

Your Company took several initiatives during the last financial year that helped in achieving
and consolidating growth in production and sales volumes. Your company achieved major
increase the sales in the product being manufactured and marketed in-house.

During the year under review, the Company had a revenue from operations of Rs.94,793.78
Lakhs against Rs. 66,773.78 Lakhs in the previous year, which has increased to 41.96% as
compared to the previous financial year. The net profit of the Company was placed at Rs.
2510.05 Lakhs as against Rs. 2077.42 Lakhs in the previous year. The net profit has increased
by 20.83 % compared to previous year. EPS of the company is impacted during the current
year due to Increase in shares during the year by way of Bonus Issue and Private Placement
of shares.

Your directors are hopeful that the performance of the Company will further improve in the
coming years.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Venture (JV) And Associate Companies.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2025, there has been no change in the Company's
nature of business.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

During the year under review, the Company has profit Rs. 2510.05 Lakh. The amount has
been transferred to Reserves and Surplus.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided
during FY 2024-25 in accordance with the provisions of Section 186 of the Act are provided
in the Standalone Financial Statements.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and future prospects of the Company and
its businesses is given in the Management Discussion and Analysis Report, which forms part
of this Report as
Annexure - D.

SHARE CAPITAL STRUCTURE OF THE COMPANY

The paid-up equity capital as on March 31, 2025 was Rs. 1665.35 Lakhs. During the year
under review, the Company has issued 1,50,00,000 Equity shares by way of Bonus and
16,43,500 Equity shares by way of private placement.

a) Authorized Capital:

Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore
Fifty Lakhs) Equity Shares of Rupees 10 /- each.

b) Issued Capital, Subscribed and Paid-up Capital:

Rs. 16,65,35,000/- (Rupees Sixteen Crore Sixty-Five Lakhs Thirty-Five Thousand Only) divided
into 1,66,53,500 (One Crore Sixty-Six Lakhs Fifty-Three Thousand Five Hundred) Equity
Shares of Rupees 10 /- each.

DIVIDEND

Your directors do not recommend any dividend so as to conserve the resources of the
company for future needs for the year 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under, the Company was not required to transfer the equity
shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to
provisions of Section 124 and 125 of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance to the provisions of Section 134(3)(c) of the Act, Directors of the Company, to
the best of their knowledge and belief with respect to FY 2024-25, state that:

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 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;

e) the directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;
and

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

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL
PERSONNEL

• BOARD COMPOSITION

With the right balance of independent, executive, and non-executive members, the
board of the company is well-balanced and capable of making independent decisions on
matters of performance and strategy. It also plays an indispensable part in board
proceedings. The company's board of directors is made up of distinguished people with
years of experience and knowledge in their respective industries from a variety of
backgrounds. The board possesses 5 (Five) directors as of March 31, 2025, 2 (two) of
whom act as executive directors, 3 (three) are non-executive directors and 2 (two) are
non-executive independent directors. The maximum tenure of the independent
directors is in compliance with the Act.

None of the directors on the board holds the directorship in more than 20 (twenty)
companies and out of them none of the directors holds the directorship in more than 10
(ten) public companies at a time, pursuant to Regulation 165 of the Act.

The table below gives the composition of the Board and the directorships held by each
of the directors of the Company at the end of Financial Year 2024-25:

Name of Director

Category

Date of
Appointment

Number of Shares
held in the
Company

Mr. Pareshkumar
Subodhchandra Shah
Managing Director
(DIN:03217789)

Promoter Executive

21/10/2021

76,55,100

Mrs. Riddhi Shah
Director

(DIN:09368888)

Promoter non¬
executive

21/10/2021

72,79,850

Mr. Ambar Jayantilal Patel
Director

(DIN: 00050042)

Non-Executive

(Independent)

22/08/2024

Mr. Viralkumar Kiritkumar

Shah

Director

Non-Executive

(Independent)

22/08/2024

(DIN:02855354)

Mr. Sanjaykumar
Subodhchandra Shah
Whole-Time Director
(DIN:00018115)

Promoter Executive

21/03/2024

3,40,000

As on March 31, 2025, none of the Directors of the Company were related to each other
except Mr. Pareshkumar Subodhchandra Shah, Managing Director, Mrs. Riddhi Shah,
Director and Mr. Sanjaykumar Subodhchandra Shah, Director who are related to each other
as per the provisions of the Act.

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2025, 13 (Thirteen) meetings of Board of
Directors of the Company.

The intervening gap between the Meetings was within the period prescribed under the
Act.

The following meetings of the Board of Directors were held during the financial year
ended March 31, 2025:

Sr.

No.

Date of

Board

Meeting

Name of Directors

Pareshkumar
Subodhchand
ra Shah

Riddhi

Shah

Sanjaykumar
Subodhchand
ra Shah

Ambar

Jayantilal

Patel

Viralkumar

Kiritkumar

Shah

1.

28/06/2024

Yes

Yes

Yes

NA

NA

2.

11/07/2024

Yes

Yes

Yes

NA

NA

3.

18/07/2024

Yes

Yes

Yes

NA

NA

4.

22/07/2024

Yes

Yes

Yes

NA

NA

5.

26/07/2024

Yes

Yes

Yes

NA

NA

6.

29/07/2024

Yes

Yes

Yes

NA

NA

7.

09/08/2024

Yes

Yes

Yes

NA

NA

8.

22/08/2024

Yes

Yes

Yes

NA

NA

9.

06/09/2024

Yes

Yes

Yes

Yes

Yes

10.

25/09/2024

Yes

Yes

Yes

Yes

Yes

11.

07/11/2024

Yes

Yes

Yes

Yes

Yes

12.

02/12/2024

Yes

Yes

Yes

Yes

Yes

13.

24/02/2025

Yes

Yes

Yes

Yes

Yes

14.

03/03/2025

NA

NA

NA

Yes

Yes

• CHANGE IN DIRECTORS

During the year under review, Mr. Ambar Jayantilal Patel & Mr. Viralkumar Kiritkumar
Shah is appointed as non-executive Independent Director w.e.f. 22/08/2024.

• RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act read with Rules and the
Articles of Association of the Company, Mr. Pareshkumar Subodhchandra Shah (DIN:
03217789) is liable to retire by rotation at the forthcoming Annual General Meeting
("
AGM") and, being eligible, has offered herself for re-appointment. The Board
recommends re-appointment of Mr. Pareshkumar Subodhchandra Shah, based on the
recommendations of the Nomination and Remuneration Committee, for the
consideration of the members of the Company at the forthcoming AGM. The relevant
details including brief profile of Mr. Pareshkumar Subodhchandra Shah in terms of
Regulation 36(3(3) of SEBI Listing Regulations, forms part to the Notice of 4th AGM of the
Company.

• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that
they meet the criteria of independence as outlined in Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. Additionally, the Independent
Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the
data bank of Independent Directors maintained by the Indian Institute of Corporate
Affairs. The Independent Directors have also confirmed that they have complied with the
Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
There have been no changes in the circumstances affecting their status as Independent
Directors of the Company. In the opinion of the Board, the Independent Directors meet
the conditions specified under the Act and the SEBI Listing Regulations, and they remain
independent of management.

In the opinion of the Board, all Independent Directors possess requisite qualifications,
expertise, experience (including the proficiency) and hold high standards of integrity
required to discharge their duties with an objective independent judgment and without
any external influence.

• DISQUALIFICATIONS OF DIRECTORS

In compliance with Section 164(2) of the Act and the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Company received Form DIR-8 from each and
every Director during the financial year 2024-25 that is being reviewed. This form
certifies that none of the Directors of your Company is disqualified to hold office as a
director under the provisions of Section 164(2) of the Act, nor are they barred from
holding the office of a director by any order of the SEBI or any such authority in
accordance with SEBI letter dated June 14, 2018, and NSE circular dated June 20, 2018
on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed
Companies."

In accordance with the requirements of several Act provisions, the company's directors
have disclosed all relevant information.

• KEY MANAGERIAL PERSONNEL

In accordance with the Pursuant to provisions of Sections 2(51) and 203 of Act read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, the following persons are to be Key Managerial Personnel of
the company;

a. Mr. Pareshkumar Subodhchandra Shah, Chairman and Managing Director

b. Mr. Sanjaykumar Subodhchandra Shah, Whole-Time Director

c. Mr. Sunil Sharma, Chief Financial Officer

d. Ms. Ankita Bang, Company Secretary

During the year under review, Company had appointed Mr. Sunil Sharma, is appointed
as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f August 22,
2024 and Ms. Ankita Bang, is appointed as Company Secretary and Key Managerial
Personnel of the Company w.e.f August 22, 2024 in their Board Meeting held on August
22, 2024 in terms of Section 203 of the Act read with Rules framed thereunder.

• MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on March 03, 2025 inter
alia, to discuss:

Ý Review of the performance of the Non- Independent Directors and the Board of
Directors as a whole.

Ý Review the performance of the Chairman of the Company, taking into the account of
the views of the Executive and Non- Executive Directors.

Ý Assess the quality, content and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.

All the Independent Directors were present in the meeting.

• FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

Your company has put in place a rigorous familiarization program for independent
directors in an effort to give them the information, exposure, and understanding they
need to carry out their duties well. The program includes thorough deployment, regular
industry trend updates, site visits, pertinent training programs, information access, and
frequent interactions with senior management. We work to cultivate an enlightened and
involved Board that supports efficient governance and value creation by actively
engaging independent directors and providing them with the necessary resources.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy-related issues as well as
other pertinent and important information. Your board currently has four (4)
committees, namely the Audit Committee, the Nomination and Remuneration
Committee, CSR Committee and the Stakeholder Relationship Committee, to look into
various aspects for which they have been established in order to provide better
corporate governance and transparency. The terms of reference of these committees
are in line with Act.

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement
of the Section 177 of the Act and Regulation 18 of Listing Regulations.

During the year under review, three meetings of the Audit Committee were held i.e.
on September 24 2024, November 26 2024 and February 18 2025. The intervening
gap between two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during FY
2024-25 are given below:

Sr.

No.

Name of
Director

Category / Nature
of Directorship

Number of Meetings
held during the FY
2024-25

Percentage

of

attendance

Held

Attended

1.

Mr. Viralkumar

Chairperson, Non-

3

3

100%

Kiritkumar

Executive

Shah

Independent

Director

2.

Mr. Ambar
Jayantilal Patel

Member, Non¬
Executive
Independent
Director

3

3

100%

3.

Mr. Riddhi Shah

Member, Non¬
Executive
Director

3

3

100%

The Chief Financial Officer was invited to attend the audit committee meetings. The
Company Secretary of the Company acts as Secretary of the Committee. The Board
of Directors has taken note of and accepted the observations and recommendations
made by the Audit Committee.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant
to the provisions of Regulation 19 of Listing Regulations and Section 178 of the Act.

During the year under review, one meeting of the Nomination and Remuneration
Committee were held i.e. on January 21, 2025.

The details of the Nomination and Remuneration Committee meetings attended by
its members during FY 2024-25 are given below:

Sr.

No.

Name of
Director

Category / Nature
of Directorship

Number of Meetings
held during the FY
2024-25

Percentage

of

attendance

Held

Attended

1.

Mr. Viralkumar

Kiritkumar

Shah

Chairperson, Non¬
Executive
Independent
Director

1

1

100%

2.

Mr. Ambar
Jayantilal Patel

Member, Non-
Execut i ve
Independent
Director

1

1

100%

3.

Mrs. Riddhi
Shah

Member, Non-
Execut i ve
Director

1

1

100%

The Company Secretary of the Company acts as Secretary of the Committee.

3. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee pursuant
to the provisions of Section 135 of the Act.

During the year under review, one meeting of the Corporate Social Responsibility
Committee were held i.e. on March 11, 2025.

The details of the Corporate Social Responsibility Committee meetings attended by
its members during FY 2024-25 are given below:

Sr.

No.

Name of
Director

Category /
Nature of
Directorship

Number of Meetings
held during the FY
2024-25

Percentage

of

attendance

Held

Attended

1.

Mr. Viralkumar
Kiritkumar Shah

Chairperson,

N on-Executive

Independent

Director

1

1

100%

2.

Mr. Pareshkumar

Subodhchandra

Shah

Member,
Executive
Di rector

1

1

100%

3.

Mrs. Riddhi Shah

Mem ber, N on-

Executive

Director

1

1

100%

The Company Secretary of the Company acts as Secretary of the Committee.

4. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee pursuant to
the provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship
Committee was held i.e. on February 04 2025.

The details of the Stakeholders Relationship Committee meetings attended by its
members during FY 2024-25 are given below:

Sr.

No.

Name of
Director

Category / Nature
of Directorship

Number of Meetings
held during the FY
2024-25

Percentage

of

attendance

Held

Attended

1.

Mr. Viralkumar

Kiritkumar

Shah

Chairperson, Non¬
Executive
Independent
Director

1

1

100%

2.

Mr. Ambar
Jayantilal Patel

Member, Non-
Execut i ve
Independent
Director

1

1

100%

3.

Mrs. Riddhi
Shah

Member, Non-
execut i ve
Director

1

1

100%

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints
from its shareholders.

CORPORATE GOVERANCE

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate
Governance shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net
worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the
part of the Annual Report for the financial year 2024-25.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, your company has 3 (Three) conducted Extra-Ordinary
General Meeting ('
EOGM') of the members of the Company.

The following meetings of the Members were held during the financial year ended March
31, 2025:

Sr.

No.

Date of Extra
Ordinary General
Meeting

Number of Members
Entitled to Attended

Number of
Members Attended

% of total
shareholding

1.

20/07/2024

7

7

100

2.

24/07/2024

7

7

100

3.

31/07/2024

7

7

100

POSTAL BALLOT

During the financial year ended March 31, 2025, there are no special resolution was required
to be put through postal ballot.

DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION)
RULES, 2014

Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies
(Appointment and Remuneration) Rules, 2014 have been annexed as
Annexure-B. No
employee of the Company was in receipt of the remuneration exceeding the limits
prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, hence, not applicable to the Company.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, read with Rule 12 of Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT - 7 for the
Financial Year ended March 31, 2025, will be available on the Company's website at
www.neptunepetrochemicals.com

AUDITORS:

• STATUTORY AUDITOR

M/s. Piyush J. Shah & Co, Chartered Accountants (Firm Registration No. 121172W)
resigned as Statutory Auditor of the Company w.e.f. 11th July, 2025.

In pursuance of the recommendation received from Audit Committee of the Company,
the Board has approved appointment of M/s. M A A K & Associates., Chartered
Accountants (FRN: 135024W), Ahmedabad as the Statutory Auditors of the Company
under the casual vacancy of the company and the same Auditor will further reappointed
for a period of 5 years from conclusion of ensuing AGM to conclusion of AGM to be held
in calendar year 2030 subject to approval of members at the ensuing AGM.

As per the provisions of Section 139 of the Act, they have given their consent for the
appointment and confirmed that the appointment, if made, would be in accordance
with the conditions as prescribed under the Act and applicable Rules. The Statutory
Auditors have confirmed that they are not disqualified to continue as Statutory Auditors
and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors' Report are self¬
explanatory. The Auditors' Report is enclosed with the financial statements forming

part of this Annual Report.

• SECRETARIAL AUDITOR

The Board of Directors in their meeting held on August 14, 2025, had appointed Mr.
Nayan P. Pitroda, a Practicing Company Secretary, (ACS No. 58743, C. P. No. 23912)
Ahmedabad, was appointed as the Secretarial Auditor of the Company for FY 2024-25
as per Section 204 of the Act, and rules made thereunder.

The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as
Annexure - C and forms part of this report. The Secretarial Audit Report does not
contain qualifications, reservations, adverse remarks or disclaimer.

• INTERNAL AUDITOR

Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant to
the recommendation of the Audit Committee of the Company, the Board of Directors
has approved the appointment of M/s Ashish Sheth & Associates, Chartered
Accountants, Ahmedabad, having Firm Registration Number 146184W as the Internal
Auditors of the Company for the Financial Year 2024-25.

The Internal Auditors report their findings on the internal audit of the Company, to the
Audit Committee on a periodic basis. The scope of internal audit is approved by the
Audit Committee.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:

Company has made and maintained such accounts and Cost records as required under
section 148 of the Act. Also, The Board of Directors has appointed M/s. Priyank Patel &
Associates as a Cost Auditor (having FRN: 103676) to carry out the Audit of the records made
and maintained by the company for the financial year commencing on 01/04/2024 to
31/03/2025.

REPORTING OF FRAUD

In line with the provisions of Section 143 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, as amended notifications/ circulars issued by the Ministry of
Corporate Affairs from time to time, no fraud has been reported by the Auditors of the
Company where they have reason to believe that an offence involving fraud is being or has
been committed against the Company by officers or employees of the Company and
therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

Internal governance structures, which offer checks and balances, have been formally
established by your company and include policies, procedures, and guidelines. Internal
controls have been maintained by the company in a proper and sufficient manner. In terms
of the efficacy and effectiveness of operations, the trustworthiness of financial controls, and
adherence to relevant laws and regulations, the system is intended to offer a reasonable
level of assurance. When it comes to making financial decisions, the organization is well-
structured, and the policy guidelines are clearly defined and well-documented. The overall
control mechanism for ensuring that the necessary information related to all operations is
reported and is accurate includes structured management information and reporting
systems as well as an extensive budgetary control process for all major operational activities.

In order to promote an independent mindset, the company has hired a group of qualified
professionals known as internal auditors. These auditors receive proper support from the
finance department and carry out operational and system audits in accordance with an audit
plan that has been approved by the Audit Committee. As part of their duties, internal
auditors evaluate and assess the sufficiency and effectiveness of internal control measures
as well as their adherence to policies, plans, and legal requirements. At Audit Committee
meetings, the internal audit reports are examined, and management starts taking
appropriate action on the recommendations. The Audit Committee also interacts with
Internal Auditors and Statutory Auditors of the Company to ensure compliance of various
observations made during the conduct of audits and adequacy of various controls.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the provisions of Secretarial
Standards issued by Institute of Company Secretaries of India.

DEPOSITS

During the year under review, The Company has not accepted any deposit from the public /
members pursuant to Section 73 and Section 76 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March
31, 2025, there are no deposits outstanding, except as required statutorily and which have
been unclaimed at the end of the year under review.

RELATED PARTY TRANSACTIONS

All Related Party transactions entered by the Company during the financial year 2024-25
with related parties were in compliance with applicable provisions of the Act and the Policy
on Related Party Transactions and were entered with the approval of Audit Committee and
Board, as and when applicable. All the related party transactions were entered into during
the financial year were on arm's length basis. The Related Party Transaction policy is placed
on the Company's website i.e.
www.neptunepetrochemicals.com. There are no materially
significant related party transactions made by the Company with the Promoters, Directors,

Key Managerial Personnel, or other designated persons which may have potential conflict
with the interest of the Company at large. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable
to the Company for financial year 2024-25 and hence does not form part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR

There was no application made and proceeding initiated / pending under the Insolvency and
Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company
during the year under review. As on the date of this report, there is no application or
proceeding pending against your Company under the Insolvency and Bankruptcy Code,
2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

It is not applicable to the Company during the year under review, as there exist no
Loans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments, affecting the financial position of the
Company which have occurred between the financial year of the Company to which the
financial statements relate and the date of signing of this report. After the closure of financial
year, Company has listed its securities to the National Stock Exchange Limited on
04/06/2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNALS

During the year under review, there are no significant and material orders passed by the
regulators/courts or tribunals that could impact the going concern status and operations of
the Company in future.

CORPORATE SOCIAL RESPONSIBILITY ('CSR')

The Corporate Social Responsibility Committee (CSR Committee) has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has been approved by the Board. The
CSR Policy may be accessed on the Company's website at
www.neptunepetrochemicals.com.

The Average Net Profits of the Company for the last three financial years is Rs. 1437.23 Lakhs
and accordingly the prescribed CSR expenditure during the financial year 2024-25 was
Rs.28.74 Lakh. (i.e. 2% of the Average Net Profits of the Company for the last three financial
years). The Company had undertaken to spend an amount of Rs. 28.82 Lakhs during the
financial year 2024-25 against the mandatory requirement of Rs. 28.74 Lakhs Hence there is
no shortfall in the CSR Expenditure.

The Annual Report on CSR activities is annexed as "Annexure-A" to this Report.

COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy was developed by the Board of Directors of your
Company in order to ensure compliance with Section 178 of the Act, as well as any other
applicable laws. The Company's policy on Directors' appointment and remuneration and
other matters as provided in Section 178(3) of the Act is available on the website of the
Company at and has been displayed on website
www.neptunepetrochemicals.com.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations, at a separate Board meeting,
the performance of the Board, its committee(s), and individual Directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated. The Directors were satisfied with the evaluation
results, which reflected the overall commitment and sense of duty

In a separate meeting of independent directors, performance of non-independent directors,
performance of the Board as a whole, performance of the Committee(s) of the Board and
performance of the Chairman was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has
adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders"
("the Code"). The Code is applicable to promoters, all directors, designated persons and
connected persons and their immediate relatives, who are expected to have access to
unpublished price sensitive information relating to the Company. The Company has also
formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI)' in compliance with the PIT Regulations. The Code covers

Company's obligation to maintain a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing risks is known as risk management.
This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or
control) the probability and/or impact of unfortunate events or to maximize opportunities
for achievement. The Company has established a thorough risk assessment and
minimization process, which is periodically reviewed by the Board. These processes are
examined to make sure executive management effectively manages risk using a strictly
delineated framework. The company has identified the major risks, and processes and
measures for mitigating those risks have been developed in areas like business, project
execution, events, financial, human, environmental, and statutory compliance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for
every women employee working with your Company. Your Company always endeavors to
create and provide an environment that is free from discrimination and harassment
including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has
in place a policy on prevention of sexual harassment at workplace. The said policy is in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint
outstanding / received from any employee during the financial year 2024-25 and hence, no
complaint is pending as on March 31, 2025 for redressal.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provision of Section 177 of the Act read with Regulation 22 of the
Listing Regulations, your company has implemented a whistleblower policy and created the
necessary vigil mechanism for directors and employees to enable the reporting of sincere
concerns about improper or unethical behavior without fear of vengeance.

Your company's vigil mechanism offers sufficient protections against victimization of
directors and employees who use it, as well as, in exceptional circumstances, direct access
to the chairman of the audit committee. Access to the Chairperson of the Audit Committee
has never been denied to anyone. The vigil mechanism / whistle blower policy is available
on the Company's website of your company i.e. at
www.neptunepetrochemicals.com.

During the year under review, no complaint was received from a whistleblower.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Company's Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health, Safety and Environment matters and
provide a healthy and safe work environment to all employees of the Company.

WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully
functional website with the domain name
www.neptunepetrochemicals.com. The website
serves as a comprehensive source of basic information about our company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The
Companies (Accounts) Rules, 2014, is attached as
Annexure - B to this Report.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024-25 is being sent only electronically to
Members whose email addresses are registered with the company or depositories in
accordance with Regulation 36 of the Listing Regulations. Members may take note that the
Notice and Annual Report for 2024-2025 will also be accessible at the website of the
Company i.e.
www.neptunepetrochemicals.com.

CAUTIONARY STATEMENT

The annual report including those which relate to the directors' report, management
discussion and analysis report may contain certain statements on the Company's intent
expectations or forecasts that appear to be forward-looking within the meaning of
applicable securities laws and regulations while actual outcomes may differ materially from
what is expressed herein.

The Directors thank the Company's employees, customers, vendors, investors and business
partners for their continuous support. The Directors also thank the Government of India,
Governments of various states in India, Governments of various countries and concerned
Government departments and agencies for their co-operation. The Directors appreciate and
value the contribution made by every member of the Company.

For & on behalf of the Board of Directors
Neptune Petrochemicals Limited

Sd/- Sd/-

Date: September 01, 2025 Pareshkumar S. Shah Sanjaykumar S. shah

Place: Ahmedabad Managing Director Whole-Time Director

DIN:03217789 DIN:00018115

Registered Office:

Block-B, Office No. 606, Mondeal Heights
Nr. Panchratna Party Plot, S. G. Highway,

Ahmedabad, Gujarat, India, 380015