Your Directors are pleased to present 39^thAnnual Report and the company’s audited financial
statement for the financial year ended March 31, 2024.

FINANCIAL RESULTS:

The company’s financial performance for the year ended March 31, 2024 is summarized below:

(Amount in Lakhs Rs.)

SHARE CAPITAL:

During the year under review, there was no change in the Company’s issued, subscribed and
paid-up equity share capital. on 31^st March, 2024 it stood at Rs. 90,00,000/- divided into
9,00,000 equity Shares of Rs. 10/- each. The Company has neither issued shares with
differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity
shares) to the employees or Directors of the Company, under any Scheme. No disclosure is
required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not
exercised directly by the employees of the Company as the provisions of the said Section are
not applicable.

TRASNFER TO RESERVE:

The Company propose to carry forward Rs. 21.60 Lakhs Profit to reserves of the company.

DIVIDEND

In order to conserve the resources, your Directors do not recommend any dividend on equity
shares of the Company.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE
YEAR/STATE OF COMPANY’S AFFAIRS:

During the year under review, your company managed to achieve consolidated revenue of
Rs.35.24 Crores as against Rs. 37.18 Crores which is decreased by 5.22 % as compared to last
year. Net profit after tax decreased by 77.12 % to Rs. 21.60 Lacs as compared to Rs. 94.43
Lacs during the last year.

The entire net profit after tax of Rs. 21.60 lacs is proposed to be transferred to the Statement
of Profit & Loss in the form of Surplus of the Company.

The final product of the Company is used as raw material in many manufacturing industries
like automobile industries, paints, refineries and has evergreen demand. The Company has
continued its effort to tap the export market beside improving the market for its product
domestically also and popularizing its use.

Considering all the factors into consideration, your directors are hopeful to achieve better
performance and achieve target turn over in the current year.

There is no change in the nature of business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS:

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

Further during the year there are no material changes and commitments, which have an
impact on the going concern status of the Company.

There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company’s operations in future.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANIES:

Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries,
associates and joint ventures companies, no consolidated financial statements required to be
given.

ISO 9001 CERTIFICATION:

Your Directors have pleasure informing you that the company has ISO-9001 certification
from the world renowned institution for its Chemical Division. Your Company is enjoying
coveted and prestigious ISO 9001 Status. Company has successfully met all the stringent and
rigorous revaluation and surveillance measures of UKAS Quality Management.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors Statement and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been
followed and there are no material departures from the same;

ii) 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 financial year and of the
profit and loss of the company for the year ended on that date.

iii) the directors had taken proper and sufficient care of 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;

iv) the directors had prepared the annual accounts on a going concern basis.

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

vi) the directors had devised proper systems to ensures compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTIES TRANSACTIONS

There is no significant or material contract or arrangement entered into by the Company with
related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013.
Related party transactions, if any, are entered in ordinary course of business at arm’s length.
Your Directors draw attention of the members to see Note 44 to the financial statement
which sets out related party disclosures. There are no bad debts of related party.

CORPORATE GOVERNANCE:

Corporate Governance provisions as stipulated in Chapter IV of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, is not
applicable to the Company and hence nothing to report thereon.

CORPORATE SOCIAL RESPONSIBILITIES:

As the Company’s net worth, turnover or net profits are below the limit prescribed under
section 135 of the Companies Act 2013 and hence CSR is not applicable to your Company.

RISK MANAGEMENT

Your company has Risk Management Framework as approved by the Board of Directors
which provides mechanism to identify, evaluate business risk and opportunities. The risk
associated with the business of the Company, its root causes are reviewed and steps are taken
to mitigate the same. The Audit Committee and Board of Directors also reviews the key risk
associated with the business of the Company, the procedure adopted to assess the risk,
efficacy and mitigation measures.

INSIDER TRADING POLICY:

The Policy provides the framework in dealing with securities of the Company. The Policy was
revised and adopted effective April 01, 2019. The Insider trading policy was amended in line
with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Key
changes include, inter alia, change in definition of Designated Persons, Maintenance of digital
database, internal controls and policy and procedure for inquiry in case of leak of UPSI.

INTERNAL FINANCIAL CONTROL:

The Company has a good system of internal controls in all spheres of its activity. The internal
control system is supplemented by effective internal audit being carried out by an external
firm of Chartered Accountants. The Audit committee regularly reviews the findings of the
internal auditors and effective steps to implement the suggestion / observation of the
Auditors are taken and monitored regularly. In the opinion of the Board, an effective internal
control system adequate to the size of the Company exists.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year there is no changes took place amongst directors and key managerial
personnel

The Board of Directors of the company has various Executive and Non-Executive Directors
including Independent Directors who have wide experience in different disciplines of
corporate functioning.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Ms. Palak Tapas
Relia (DIN 09234949) retires by rotation at the ensuing Annual General Meeting and being
eligible, offers herself for re-appointment. Your directors recommend her re-appointment.

After the financial year ended 2023-24, Board of Directors has appointed Mr. Harshil
Vadodariya in place of Mr. Nirish Parikh as an Additional Director in the category of Non
Executive Independent Director of the company w.e.f. 13th August, 2024 subject to the
approval of shareholders in the 39th Annual General Meeting.

Brief details of Director proposed to be re-appointed as required under regulation 36 of the
SEBI Listing Regulations are provided in the Notice of Annual General meeting.

All Independent Directors have given declarations that they meet the criteria of Independence
as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and
conditions of the Independent Directors are incorporated on the website of the Company
www.advancepetro.com

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of Board

The Board of Directors has an optimum combination of Executive and Non-Executive
Directors and Independent directors in accordance with the provisions of the Act. The
composition of the Board of Directors of the company as on 31^st March, 2024 is as under:

*Mr. Nirish Parikh has resigned as a Non-Executive Independent Director w.e.f. 13/08/2024 and Mr.
Harshil Vadodariya is appointed as a Non-Executive Independent Director in place of Mr. Nirish
Parikh.

None of the Directors hold office in more than 20 companies and in more than 10 public companies
as prescribed under Section 165(1) of the Act. No Director holds Directorships in more than 7 listed
companies. Further, none of the Non-Executive Directors serve as Independent Director in more
than 7 listed companies as required under the Listing Regulations. The Managing Director does not
serve as an Independent Director in any listed company.

06(Six) Board meetings were held during the year in accordance with the provisions of the Act where
due quorum were present in each meeting. The Agenda of the board meeting and notes of the agenda
are circulated to the directors well in advance. The members of the board discussed each and every
item of the agendas freely in detail. Dates of Board Meeting and No. of directors attending meeting
are:

AUDIT COMMITTEE:

The company has an Audit Committee. The Composition of Committee is as under:

The composition of committee inter alia meets with the requirement of Section 177 of the Companies
Act, 2013. During the year under review, the audit committee met 5times on 24.05.2023, 14.08.2023,
08.11.2023, 23.11.2023 and 09.02.2024. Requisite quorum was present during the meetings.

FUNCTIONS AND POWERS OF AUDIT COMMITTEE:

The Committee shall have discussions with the auditors periodically about internal control
systems, the scope of audit including observation of the auditors and review of financial
statement before their submission to the Board and discuss any related issue with internal and
statutory auditors and the management of the company.

In discharging the function of the Audit Committee, the committee shall have the authority to
investigate into any matter in relating to any terms specified in Section 177 or referred to it by
the Board.

RESPONSIBILITY OF THE COMMITTEE:

The Committee may assign any matter of importance nature relating to the accounts, finance,
taxation, inspection and investigation from time to tome and may require submitting a report
to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit report shall
submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has Nomination and Remuneration Committee: The Composition of
Committee is in accordance with the Companies Act, 2013. Members of the Committee are as
under:

During the year, 1 (One) meeting of the Nomination and Remuneration Committee was held
i.e. on 14.08.2023 during the Financial year 2023-24. Requisite quorum was present during the
meeting.

The Committee shall have at least the following basic responsibilities:

• To identify persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the
Board their appointment and removal and shall carry out evaluation of every
director’s performance.

• To formulate and review criteria that must be followed for determining qualification
for determining qualifications, positive attributes and independence of director.

• To recommend the Board a policy relating to the remuneration for the directors, key
managerial personnel and other employees and to ensure compliance with the
remuneration policy set forth by the Company.

• To propose to the Board the members that must form part of the Committee.

• To report on the systems and on the amount of the annual remuneration of directors
and senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee has Investor Grievance Committee as Stakeholders Relationship Committee.
The composition of the Committee is in accordance with the Companies Act, 2013. The
Composition of the Committee is as under:

During the Financial year, 1 (One) meeting of the Stakeholder Relationship Committee was
held i.e. on 19.04.2023 during the financial year 2023-24. Requisite quorum was present
during the meeting.

Basic Responsibilities of the Committee:

• Considering and resolving the grievance of shareholders of the Company with respect
to transfer of shares, non-receipt of annual report etc.

• Ensuring expeditious share transfer process in line with the proceedings of the Share
Transfer Committee.

• Evaluating performance and service standards of the Registrar & Share Transfer
Agent of the Company.

• Providing guidance and making recommendation to improve service levels for
investors.

Details of the Meeting and its attendance are given as under:

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders
Relationship Committee.

Various aspects of the Board’s functioning were evaluated such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, Independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors. The
Directors expressed their satisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

(a) Mr. Nirish Jagabhai Parikh

(b) Mr. Akshat Arunbhai Shukla

The Company has received requisite declarations/ confirmations from all the above Directors
confirming their independence.

Your Board confirms that in their opinion the independent directors fulfill the conditions of
the independence as prescribed under the SEBI (LODR), 2015 and they are independent of
the management. Further, in the opinion of the Board the independent directors possess
requisite expertise, experience and integrity.

Note: All Independent Directors of the company are registered with the Indian Institute of
Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section
150(1) of the Companies Act, 2013 But Independent Directors are yet to undergo online
proficiency self-assessment test within the time prescribed by the IICA.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors being
appointed or re-appointed and has noted that none of the Directors are disqualified under
Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.

VIGIL MECHANISM

Company has vigil mechanism in force to deal with instances of fraud and mismanagement if
any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the
concern and also that no discrimination will be meted to any person for a genuinely raised
concern. The Chairman of the Audit Committee may also be contacted by employees to
report any suspected or concerned incident of fraud / misconduct.

EMPLOYEE STOCK OPTION ETC:

During the year there are no issue of equity shares with differential rights, no issue of sweat
equity shares, no issue of employee stock options and no provision of money by company for
purchase of its own shares by employees or by trustees for the benefit of the employees, the
details required to be given under various rules issued under the Companies Act 2013 is NIL.

SECRETARIAL AUDITOR:

The Board has appointed Mr. Sourabh Patawari, Practicing Company Secretary to conduct
Secretarial Audit for the financial year 2023-2024. The secretarial Audit Report for the
financial year March 31, 2024 is annexed herewith as Annexure B to the Report. With respect
to the observation of the Secretarial Auditor, the Board replies hereunder:-

1. Towards the SEBI circular on 100% of promoters holding in demat form, the company has only
7.61% of promoter’s holding in dematform.

Reply: Your directors submit that some of the promoters are in active promoter and
two are of death case. For others, promoters are in touch with the R & T of the
Company for issue of consolidated /duplicate share certificate. The shares of the

company are being demat on the receipt of the consolidated Share Certificate basis
and the same is under process.

AUDITORS AND AUDITORS REPORT:

At the Annual General Meeting of the Company for the year ended on 31^st March, 2020 M/s.
Suresh R. Shah & Associates, Chartered Accountants (Firm Registration No.110691W) were
appointed as Statutory Auditors of the Company for a period of Five years. In terms of MCA
notification ratification is not required at each annual general meeting.

There is no qualification or adverse remarks made by the auditors in their report.

No fraud has been reported by the auditors in their report.

INTERNAL AUDITORS:

The Board of Directors has re-appointed Tibrewal Bhagat & Associates, Chartered
Accountants, (M.No.: 125173) as Internal Auditors of the Company. The Audit Committee of
the Board of Directors in consultation with the Internal Auditors, formulate the scope,
functioning periodicity and methodology for conducting the internal audit.

COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not
applicable to the Company.

COMPLIANCE WITH THE SECRETARIAL STANDARD:

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

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by
any Auditor to the Audit Committee or the Board.

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

The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has in place a
robust policy on prevention of sexual harassment at workplace. The policy aims at prevention
of harassment of employees as well as contractors and lays down the guidelines for
identification, reporting and prevention of sexual harassment.

During the Financial Year 2023-2024, the Company has not received any complaint of sexual
harassment.

PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITIES:

Particulars of Loans and investment, if any, are stated in the notes to the financial statements.
The Company has not provided any guarantee or security for the loans availed by others.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND
FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

Our industry is not heavy consumer of energy, further during the year under review the
company made efforts to conserve energy through reduction consumption, the company will
continue to endeavor of conserve energy and use it more efficiently. Particulars of Energy
conservation and its use is given below:

Company is having its own research & development facilities. The process of development is
a continuous process resulting in development of new & import substitute products.
Company is taking all appropriate measures to absolve the technology in its area of operation.

Particulars of Foreign exchange earnings and outgo is provided in the notes to the accounts.
Members are requested to refer the same.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:

The Company has no employee drawing the remuneration of One Crore and two Lakh
rupees or more or if employed for the part of the financial year was in receipt of
remuneration of Eight lakh fifty thousand Rupees or more per month.

However the information required pursuant to Section 197read with Rule, 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect
of employees of the Company, is provided in Annexure C to the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
with the Stock Exchange, the Management Discussion and Analysis report form part of the
Annual Report and is annexed herewith as Annexure D.

REMUNERATION POLICY

The company’s policy relating to appointment of directors, payment of managerial
remuneration, directors’ qualifications, positive attributes, independence of directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished in Annexure — E and is attached to this report.

DEPOSITS:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to
Section 76 of the Companies Act, 2013.

DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending under
the Insolvency And Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE
TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM
BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank
or Financial Institutions.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013
do not apply as there was no dividend declared and paid in last seven years so the Company
was not required to transfer any amount to the Investor Education and Protection Fund
(IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of
the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the
date it became due for repayment.

GENERAL SHAREHOLDER INFORMATION

LISTING OF SHARES:

Your Company is currently listed with BSE Ltd. The company has paid listing fees for the
year 2023-2024.

ISIN of the Company: INE334N01018

REGISTRAR AND SHARE TRANSFER AGENTS: (R & T) & SHARE TRANSFER
SYSTEM

The company has appointed M/s. Bigshare Services Private Limited, A-802, Samudra
Complex, off C G Road, Navrangpura, Near Girish Cold Drinks Ahmedabad 380009, Gujarat
India.as Registrar and Transfer Agents for electronics shares. The average time taken in
transfer of shares is 15 days provided documents are correct and valid in all respect. The
depositories directly transfer the dematerialized shares to the beneficiaries.

ACKNOWLEDGMENT:

Your Directors wish to place on record their deep sense of gratitude to Banks for their
continued support and cooperation. Our sincere thanks are also due to our esteemed
customers, suppliers and finally to employees of the Company for their untiring efforts and
commitment to their duties.

By Order of the Board of Directors
ADVANCE PETROCHEMICALS LIMITED

Date: 13/08/2024 PULKIT GOENKA

Place: Ahmedabad Chairman & Managing Director

DIN No. 00177230