Your Directors have pleasure in presenting 32^nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31^st March 2024.

Financial Highlights

("Rs. in lakhs)

‘Previous year’s figures are restated, regrouped, rearranged and recast, wherever considered necessary. PERFORMANCE OF THE COMPANY

Your Company’s turnover for the year is Rs. 1864.90 Lakhs as against Rs. 1,720.29 Lakhs in the preceding year. Profit for the year stands at Rs. 48.60 Lakhs compared to previous year’s Rs. 13.88 Lakhs. Your Company is continuously striving to achieve targets set by the Management.

TRANSFER TO RESERVES

Your Company has utilised the entire profits earned in the FY 2023-24 for covering up the losses of the previous years and hasn’t transferred the same to the General Reserves.

DIVIDEND

Looking at the financial position of the Company, the dividend has not been declared for financial year 2023-24.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company doesn’t have any subsidiary, associates and joint ventures for the financial year under review.

SHARE CAPITAL

Your Company's Paid-up Share Capital as on 31^st March, 2024 was Rs. 991.15 lakhs, comprising of 99,11,500 equity shares of Rs. 10 each, fully paid up.

During the financial year under review-

(i) your Company has not issued any shares with differential rights and hence no information as per

the provisions of Section 43(a)(ii) of the Companies Act, 2013 ("Act") read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

(ii) your Company has not issued any sweat equity shares during the financial year under review and

hence no information as per the provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

(iii) your Company has not issued any equity shares under any Employees Stock Option Scheme during the financial year under review and hence no information as per the provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

(iv) there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information in connection therewith has been furnished.

(v) your Company has not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

(vi) your Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Companies Act, 2013 and Rules made thereunder during the year.

(vii) your Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

DEPOSITS

Your Company has not accepted/ renewed any deposits from the public or the Members, within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-24, and as such no amount of principal or interest on deposit from public or Members, was outstanding as of the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS IN SECURITIES

During the financial year under review, your Company hasn’t made any loans, guarantees, investments and securities in accordance with the provisions of Sections 185 and 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Company has adopted a policy on Related Party Transactions and the said Policy is available in Policy section on www.adarshplant.com by accessing the web- link https://adarshplant.com/policv/

During the financial year under review, your Company has entered into related party transactions on an arm’s length basis and in the ordinary course of business and which were in compliance with Section 188 of the Act and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [LODR Regulations], The details of the same are provided in Form AOC-2 annexed hereto as Annexure-I, which forms part of this Report.

Further, prior approval(s) of the Audit Committee/ Board and/ or shareholders are obtained on an annual basis for all such contracts/ arrangements/ transactions were placed before the Audit Committee/ Board/ shareholders, for their approval. Prior approval/s, which is reviewed and updated on quarterly basis.

PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company in its regular course of business is vigilant to conserve the resources and continuously implements measures required to save energy. The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation.

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, etc. are furnished in the Annexure-ll, which forms part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

A. Considering the financial performance of the Company, your Company doesn’t pay any salary to the Managing Director of the Company. He only enjoys perquisites viz, medical, travelling, petrol, and so on as provided by the Company in accordance with the Income Tax Act, 1961. Also, Mrs. Ami R. Mehta, Company Secretary of the Company has resigned with effect from 12^th July, 2023. Hence, the details of the ratio of the remuneration of each key managerial personnel viz. Managing Director, Chief financial Officer and Company Secretary of the Company, to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 haven’t been provided in this Report.

B. The details of the top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-lll and form part of this Report.

C. None of the employees of the Company has drawn remuneration of Rs. 1,02,00,000 or more per annum or Rs. 8,50,000 or more per month or for any part of the year and hence the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

ANNUAL RETURN

The Annual Return of the Company is available on the Company’s website: www.adarshplant.com. in accordance with the provisions of Section 134 of the Act.

BUSINESS RESPONSIBILITY REPORT [BRR]

The provisions of Regulation 34(2) of the LODR Regulations read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015, regarding the Business Responsibility Report detailing the

various initiatives taken by the Company on the environmental, social and governance front, aren’t applicable to your Company. Hence, the same hasn’t been annexed hereto.

However, your Company does strive for the initiatives regarding environmental, social and governance activities as its contribution towards the society.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the LODR Regulations, the Report on Corporate Governance is annexed hereto in Annexure-V and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

The requisite Compliance Certificate as required under Part E of Schedule V of the LODR Regulations, issued by Mr. D. G. Bhimani (C P No. 6628), proprietor of M/s. D. G. Bhimani & Associates, Practising Company Secretaries, Anand conforming to the compliance with the conditions of Corporate Governance, is also annexed hereto which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V(B) of the LODR Regulations, the Report on Management Discussion and Analysis is annexed hereto in Annexure-VI and forms part of this Report.

RISK MANAGEMENT

Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board.

Your Company recognizes the importance of managing risk in the business to sustain growth. Your Company has entrusted the Audit Committee with the responsibility of implementing and monitoring of the Risk Management procedures on a periodic basis.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act, the Directors of your Company confirm that:

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

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all the applicable laws have been devised

and that such systems were adequate and are working effectively.

DIRECTORS AND KEY MANAGERIAL PERSONS

The Directors of your Company are well experienced with expertise in their respective fields of technical, finance, strategic and operational management and administration. None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Act. During the period under review, no Non-Executive Director of your Company had any pecuniary relationship or transactions with the Company except as stated elsewhere in this Report and in the notes to the accounts.

Mrs. Jyotikaben Patel (DIN 00084068), Non-Executive and non-independent Director, is retiring by rotation and being eligible, has offered herself for re-appointment at the ensuing Annual General Meeting.

Mr. Naishadkumar Patel (DIN: 00082749), Non-Executive and non-independent Director, who shall attain the age of 75 years in the financial year 2024-25, is proposed be re-appointed as the Director of the Company, liable to retire by rotation, with effect from the conclusion of this 32^nd Annual General Meeting of the Company.

Mr. Chandrashekhar S. Trivedi (DIN: 10710050) is proposed to be appointed as the Independent Director of the Company, for a tenure of 5 years with effect from the conclusion of this 32^nd Annual General Meeting of the Company.

The day-to-day operations of your Company are managed by its Key Managerial Persons (“KMP”) viz. the Managing Director, the Chief Financial Officer [CFO] and the Company Secretary. During the year under review, Mrs. Ami R. Mehta, Company Secretary has resigned from the Company with effect from 12^th July, 2023.

The 5 years tenure of Mr. Atish Patel has expired on 27^th May, 2024. Hence, on recommendation of the Nomination & Remuneration Committee, the Board has approved for renewal of tenure of Mr. Atish Patel as the Managing Director of the Company for a further period of 3 years, subject to the approval of the shareholders in the 32^nd Annual General Meeting of the Company.

As required under the provisions of Section 203 of the Act, Mr. Atish Patel (DIN 00084015)- Managing Director, Mr. Ashok Padhiyar, Chief Financial Officer, and Ms. Dhwani Shah, Company Secretary (appointed with effect from 1^st April, 2024) are the Key Managerial Personnel of your Company as on the date of this Report.

The brief profile of Mrs. Jyotika Patel, Mr. Naishad Patel, Mr. Chandrashekhar S. Trivedi and Mr. Atish Patel has been given in the Notice convening the Annual General Meeting.

The Nomination and Remuneration Committee has formulated the Policies relating to the appointment and remuneration of the Directors of your Company, laying down criteria for determining qualification, positive attributes, independence of directors, etc. Salient features of the said Policies are provided as Annexure IV hereto, which forms part of this Report.The Policy is available on the Company’s website: www.adarshplant.com in Policy section by accessing the web-link: https://adarshplant.com/ policy/

BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER

The Board of Directors has constituted the following Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Share Transfer Committee

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted during the year under review are given in the Corporate Governance Report annexed hereto and forming part of this Report.

CONFIRMATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘MCA’) and have also cleared the online proficiency self-assessment test conducted by the MCA within a period of two years from the date of inclusion of their names in the data bank in accordance with Section 150 of the Act read with Rule 6(4) of

the Companies (Appointment & Qualification of Directors) Rules, 2014, which the Independent Directors are required to undertake.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, proficiency experience and expertise and they hold highest standards of integrity.

PERFORMANCE EVALUATION OF THE DIRECTORS

During the financial year 2023-24, the Board of Directors of your Company has carried out an Annual Performance Evaluation of the Board, its Committees and all the individual Directors as per the Company’s Policy for Performance Evaluation of Directors. Performance evaluation sheets were distributed prior to the Meeting dates. The outcome of the above exercise of performance evaluation of all the Directors collectively and individually and the Board/ Committees was announced in the respective Meetings.

(i) The Board, in its Meeting held on 29^th April, 2023, has carried out the evaluation task of the Committees formed by the Board and the Independent Directors individually for the period from 1^st April, 2023 to 31^st March, 2024. In accordance with the provisions of the Section 149 of the Act read with Schedule IV, annual performance evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated.

The performance of each Independent Director has been evaluated on various parameters like ethics/ values, interpersonal skills, competence and general administration, liaison skills, participation in meetings, etc. The Board was satisfied that each of the Independent Directors Has been acting professionally and has brought his/ her rich experience in the deliberations of the Board.

(ii) The Independent Directors, in their separate Meeting held on 29^th April, 2023, carried out the performance evaluation of all the non-independent Directors and the Board as a whole, with special attention to the performance of the Chairperson of the Company for the period from 1^st April, 2023 to 31^st March, 2024. The various criteria considered for purpose of evaluation included composition of the board, ethics/ values, interpersonal skills, competence and general administration, liaison skills, participation in meetings, etc. The Independent Directors were of the view that the Chairperson and all the other non-independent Directors were competent and the results of the evaluation were satisfactory and adequate to meet your Company’s requirements.

(iii) The Nomination and Remuneration Committee, in its Meeting held on 29^th April, 2023, reviewed the

performance of the Executive Directors of the Company with special attention to the leadership criteria for the Managing Director for the period from 1^st April, 2023 to 31^st March, 2024. The various criteria considered for purpose of evaluation included ethics/ values, interpersonal skills, competence and general administration, liaison skills, participation in meetings, etc. The Committee was of the view that the Managing Director was capable and the results of the evaluation were satisfactory and adequate to meet your Company’s requirements.

The Board also expressed its satisfaction over the process of evaluation.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism as stated in the Whistle Blower Policy as envisaged under the provisions of Section 177 (9) of the Act and the Rules thereunder and Regulation 22 of the LODR Regulations, so as to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The Policy provides for protecting confidentiality of those reporting violation(s) and restricts any discriminatory practices against them, for adequate safeguards against victimisation of employee(s) and Directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

The concerned matters related to all issues that could have grave impact on the operations and performance of the business of your Company are to be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee.

During the financial year 2023-24, no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee, who have been appointed as the Whistle Blower Officers of the Company.

The Whistle Blower policy is available on the Company's website:www.adarshplant.com in Policy section by accessing the web-link: https://adarshplant.com/ policy/

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

Following is a summary of sexual harassment complaints received and disposed off during the financial year 2023-24.

No. of complaints not resolved as on 1^st April, 2023: Nil No. of complaints received in financial year 2023-24: Nil No. of complaints resolved in financial year 2023-24: Nil No. of complaints pending as on 31^st March, 2024: Nil

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of your Company which have occurred during the period between the end of the financial year to which the financial statements relate and the date of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has strong integrated systems for internal financial control system that commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

Your Company has established effective internal control systems to ensure accurate, reliable and timely compilation of financial statements, to safeguard assets of your Company and to detect and mitigate irregularities and frauds.

In accordance with the requirements of the Section 143(3)(i) of the Act, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

STATUTORY AUDITORS AND INDEPENDENT AUDITORS’ REPORT

Rajani Shah & Co., Chartered Accountants (Firm Registration No. 0121126W) have been appointed as the Statutory Auditors of your Company for a tenure of 5 (five) years from 28^th Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.As required under Regulation 33(1 )(d) of the LODR Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India to hold the office as Auditors of the Company.

The Independent Auditor's Report given by M/s. Rajani Shah & Co, Statutory Auditors, on the Financial Statements of your Company, for the year ended 31^st March, 2024, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report. The remarks/ comments referred to in the Auditors’ Report for FY 2023-24 are self-explanatory and do not call for any clarifications or comments by the Board of Directors.

In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act), the requirement of ratification of the appointment of the Statutory Auditor in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has not been placed as an agenda item in the AGM Notice for the approval of the shareholders.

INTERNAL AUDITORS

M/s Mukund Patel and Company, Chartered Accountants (Firm Registration No. 106658W) has conducted the internal audit of your Company for the financial year 2023-24.

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Audit Committee, the Company has appointed M/s Mukund Patel and Company, Chartered Accountants (Firm Registration No. 106658W) as the Internal Auditor For the financial year 2024-25. The Company has received the consent from them for their appointment.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. D. G. Bhimani and Associates, Practising Company Secretaries (C P No. 6628) as the Secretarial Auditors for the financial year 2023-24 in accordance with Section 204 of the Act. The Report on Secretarial Audit for the financial year 2023-24, in Form MR-3, is annexed hereto and forms part of this Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board has appointed M/s. D. G. Bhimani and Associates, Practising Company Secretaries (C P No. 6628), as the Secretarial Auditors for the financial year 2024-25. The Company has received his consent for the said appointment.

COST RECORDS AND AUDIT

Your Company is yet to attain the threshold level of turnover which shall attract provisions of Section 148 of the Act read with the Companies (Cost Record and Audit) Rules, 2014 regarding to the maintenance of the cost records and audit thereof.

However, your Company does maintain the cost records of the production of its products so as for preparation of its annual accounts.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Directors of your Company confirm that the applicable Secretarial Standards prescribed for the Board and General Meetings by the Institute of Company Secretaries of India and notified by the Central Government have been complied with during the financial year under review. The Company has also voluntarily adopted other applicable Secretarial Standards issued and made effective by the Institute of Company Secretaries of India.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company's shares by the Directors and the designated persons 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 of Directors and all the designated persons have complied with the Code.

GENERAL

- During the year under review, there was no change in nature of business of the Company.

- All the properties of the Company have been insured properly and the Company has taken necessary

general insurance.

- During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company’s operations in future.

- During the year under review, there were no application made or any proceeding pending under the

Insolvency and Bankruptcy Code, 2016 (31 of 2016).

- During the year under review, there was no one time settlement with the Banks/ Financial institutions. ACKNOWLEDGEMENTS

Your Directors and Management take this opportunity to thank your Company’s customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees to the operations of your Company for its continued growth and success

By the Order of the Board of Adarsh Plant Protect Limited

Sd/-

Mr. Naishadkumar Patel

Place: Vitthal Udyognagar Chairperson

Date: 17^th July, 2024 (DIN: 00082749)