Your Directors are pleased to present the 45^thAnnual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL PERFORMANCE

(Rs in Lakhs)

2. PERFORMANCE AND STATE OF COMPANY AFFAIRS

During the year, total revenue from operations was Rs.22,111.36 Lakhs a decline of 25.05% as compared to total revenue from operations of Rs. 29,505.18 Lakhs in the previous year.

The operating profit witnessed a decline mainly due to lower realization of caustic soda.

At Lords Chloro, we recognize the importance of investing in our future to drive long-term growth and sustainability. During FY2024, we committed INR 150 Crore towards various capital expenditure projects aimed at expanding our production capacity and enhancing our operational efficiency.

One of the key highlights of our capex initiatives is the expansion of our Caustic Soda plant. This project will increase our production capacity, enabling us to meet the growing demand for Caustic Soda in various industrial applications. Additionally, we have introduced a new product to our lineup, which has been well-received by our customers. This diversification strategy not

only strengthens our product portfolio but also reduces our reliance on a single product line, thereby mitigating risks.

In line with our commitment to sustainability, we have made significant progress in our efforts to reduce power consumption costs. We are in process of installing a 16 MW solar power plant in Bikaner, Rajasthan. This facility will generate clean energy, reducing our reliance on grid power and enhancing our operating margins. By investing in renewable energy, we are not only improving our cost structure but also contributing to our environmental goals.

3. OVERALL MARKET SCENARIO

Financial year 2023-24 saw a good growth of the industry, supported by strong demand and stable international prices. Chemicals and chemical products such as caustic soda, soda ash, fertilisers and petroleum products have also performed well. Overall production of caustic soda in the global market was increased by about 7.89% compared to the previous year. The Ukraine-Russia conflict triggered a massive shock to the world economy. However, the Government’s interventions and balanced approach minimized the impact on our economy. The higher estimates of GDP growth of over 7% in 2023-24 and the strong indicators of the Indian economy are pointers to a sustained growth momentum.

4. FUTURE OUTLOOK

The global caustic soda market reached a volume of 78.54 Million Tons in 2021. Looking forward, IMARC Group expects, the market is expected to reach 88.46 Million Tons by 2027, exhibiting at a CAGR of 1.9% during 2022-2027.

The chemical sector in India has the opportunity for significant growth. The Indian chemical industry produces 80,000 different chemical products, including basic types of chemicals, knowledge type chemicals, and specialty type chemicals. India's specialty chemicals companies are expanding their capacities to cater to rising demand from domestic and overseas market. Further, Indian Chemical Industries contributes around 7% to the nation's Gross Domestic Product (GDP).

However, during the Last financial year 2023-24, chemical markets witnessed a significant reduction in rates. Weak demand from Aluminium manufacturers and slowdown in the global economy is may also contribute to price drops in Caustic Soda product.

Further, the second half of this financial year has potential for improvement. Our company is very much confident that we can adapt our self in present situation and took the best advantage of it.

The company is currently increasing its caustic soda capacity by approximately 90 tonnes per day to an installed capacity of 300 TPD. Additionally, it has other capital expenditure plans aimed at utilizing downstream chlorine and enhancing the product mix such as expansion of CPW from 20 TPD to 50 TPD and installation of 16MW solar power plant. These investments are expected to be financed through a combination of internal accrual and debt.

The demand for caustic soda is projected to outstrip global production capacity in the latter half of this decade, driven by tightening production conditions and escalating electricity expenses. The potential for a shortage will predominantly depend on the degree of decline in global economic activities. While current caustic soda capacity is expected to suffice until 2026, the industry may encounter shortages and subsequent price escalations unless additional capacity is introduced.

If the caustic soda production capacity remains stagnant, with no new plants established globally other than India, it is projected that the forecasted consumption will surpass capacity between 2026 and 2027, leading to shortages in supply.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions under Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company, Ms. Sristhi Dhir, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and she has offered herself for re-appointment.

The Company has received the declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

Mr. Nitesh Anand, Company Secretary and Compliance Officer of the Company has resigned from the Company with effect from 05^th February, 2024.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on 14^th February, 2024 had carried out the annual evaluation of their own performance, the Individual Directors (Including the Independent and Non-Independent Directors) as well as of their committees. The evaluation was carried out based on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and all stakeholders etc.

The Independent Directors of the Company in their separate meeting held on 14^th February, 2024 reviewed the performance of the Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

The Policy on performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors covered the role, rights, responsibilities of Independent Director and related matters are put up on the website of the Company at the link https://www.lordschloro.com/policies.html .

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.lordschloro.com/policies.html .

The following policies of the Company are attached herewith marked as Annexure A and B.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

7. NOMINATION AND REMUNERATION POLICY

The Board of Directors have constituted Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprising Mr. Sandeep Singh (Chairperson), Ms. Shubha Singh and Ms. Srishti Dhir as members of the Committee. The Board of Directors has formulated a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Board Members. The details of the Policy forms a part of this report as Annexure - A and the Details / Disclosures of Ratio of Remuneration to each Director to the median employee’s remuneration as Annexure -B. The Nomination and Remuneration Policy is available on our website at the https://www.lordschloro.com/policies.html .

8. SUCCESSION PLANNING

The Nomination and Remuneration Committee works with the Board on the Succession plan and prepares for the succession in case of any exigencies.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

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

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

12. COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

13. COST AUDITORS

The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost Audit are applicable to the Company for the financial year 2024-25.

The Board of Directors of your Company at its meeting held on 12^th August, 2024, on the recommendation of Audit Committee, has approved the appointment of M/s Goyal, Goyal & Associates, Cost Accountants as Cost Auditor of your Company to conduct the audit of cost records for the Financial Year 2024-25.

The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 45^th AGM will be Rs. 75,000/- (Rupees Seventy Five Thousand only) for the Financial Year 2024-25.

14. STATUTORY AUDITORS

At the 42^nd AGM of your Company, the members had approved the appointment of M/s Nemani Garg Agarwal & Co, Chartered Accountants (FRN-010192N) as Statutory Auditors of the Company, to hold office till the conclusion of 47^thAGM subject to ratification by the Members at every Annual General Meeting.

However, pursuant to the amendment in Section 139 of the Companies Act, 2013, requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and accordingly the proposal for the ratification of the M/s Nemani Garg Agarwal & Co, Chartered Accountants as Statutory Auditors has not been considered.

The Company has received consent and eligibility letter from M/s. Nemani Garg Agarwal & Co, Chartered Accountants (FRN-010192N) for their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

15. AUDITOR’S REPORT

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any observation, qualification, reservation or adverse remark.

16. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company had appointed M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith as Annexure C to this Report.

17. SECRETARIAL AUDITORS’ OBSERVATIONS

The Company is required to transfer an amount of Rs. 11.64 Lakhs to Investor Education and Protection Fund under the provisions of Section 125 of the Companies Act, 2013 and other applicable provisions. However, as per explanation received from management, this amount, due for transfer, pertains to period prior to period under review and delay is due to pending reconciliation of old records. Now the Management of the Company has decided to deposit the amount of Rs. 11.64 Lakhs with the appropriate authority during this financial year.

18. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

Adopting sustainable production practices at all levels in the organization is need of the hour. At Lords Chloro Alkali Ltd. we are continually striving for enhancing safety at all levels in the organization & surrounding through training and awareness sessions. We have collaborated with National organization as AMAI to train public organizations in vicinity of NCR region. Various proactive measures have been taken for water conservation and air pollution control to have clean environment.

Company is focusing on continual improvement by adopting sustainable production practices by taking initiatives to reduce green house gas emissions, energy consumption and water conservation.

• To enhance safety awareness and to respond in emergency situation, an offsite mock drill was conducted in coordination with National Disaster Response Force (NDRF) & Alwar District Crisis Group.

• In the field of safety your unit has been awarded by “Rajasthan State Factory Safety Award” for the year 2024. This award is given by the Factories & Boilers Inspection Department, Government of Rajasthan.

• Existing Fire safety system is further strengthened by installation of diesel engine based fire hydrant pump.

• “Chlorine Handling Safety” training & demo sessions in Delhi & Haryana regions, conducted in coordination with AMAI (Alkali Manufacturers Association of India) for chlorine consumers, WTP-Water Treatment Plants, PWD - Public Works departments, Municipal Corporations, PHED and other stakeholders..

• For better air pollution control 2 Nos of old 500 KVA DG sets are replaced with latest technology gensets meeting CPCB IV norms. There is significant reduction in particulate matter (PM) and nitrogen oxide (NOx) concentrations in generator exhaust. They also have better fuel efficiency and better load taking capability.

19. DIVIDEND AND TRANSFER TO RESERVE

During the Financial Year 2023-24, the Company has not declared any dividend and no amount has been transferred to General Reserve.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

In compliance with provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the statements giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgoings is annexed herewith as Annexure D.

21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: https://www.lordschloro.com/policies.html .

22. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

c) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of employees in the financial year was 4.05%.

(d) the number of permanent employees on the rolls of company;

The number of permanent employees on the rolls of the company at the end of financial year were 199.

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Average percentile increase in the salaries of employees other than the managerial personnel is 11.47%. Average percentile increase in the salaries of managerial personnel is -67.94%.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

None of the Employees drew the salary more than the prescribed limit i.e. ? 1.02 Crores in a year for the financial year 2023-24 as per the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Managing Director and Whole Time Director, who is employed throughout the financial year, who were in receipt of remuneration of Rs. 1.33 crores (One crore and thirty three lakh) and Rs. 1.32 crores (One crore and thirty two lakh).

None of the Employees drew the salary more than the prescribed limit i.e. ? 8.50 Lakhs in a month during the financial year 2023-24 as per the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Any member interested in obtaining the information of top-10 employee of the Company may write to the Company Secretary at the registered office or the corporate office of the Company.

23. ANNUAL RETURN

The Annual Return of the Company can be accessed on the website of the Company at following link : https://www.lordschloro.com/financials.html .

24. THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review the Company has not made any application during the year and no proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC) as at March 31, 2024.

25. THE 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

During the year under review, there has been no one-time settlement. Since there is no, One-Time Settlement, therefore there is no 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.

26. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

27. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a Certificate from the Practicing Company Secretary confirming the compliance with conditions of corporate governance are appended herewith as Annexure F.

Further as per the above mentioned regulation and Schedule, the Report on Management Discussion & Analysis is also annexed herewith Annexure G to this Report.

A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, inter-alia confirming the correctness of financial statements and cash flow statements, adequacy of internal control measures and reporting of matters was placed before the Audit Committee and Board.

28. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

Brief details about the Risk Management are provided in the Corporate Governance Report.

29. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company have constituted Corporate Social Responsibility (CSR) committee pursuant to Section 135 of Companies Act, 2013, Schedule VII and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant rules and provisions comprising Mr. Ajay Virmani (Chairperson), Mr. Madhav Dhir and Ms. Sakshi Vashisth as members of the Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Corporate Social Responsibility Policy, as framed by the Members of Corporate Social Responsibility Committee, is available on Company’s website https://www.lordschloro.com/policies.html .

An annual report of CSR activity has been disclosed with this report as Annexure H.

30. MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors were held during the year. For further details, please refer section of Report on Corporate Governance of this Annual Report.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s Code of Conduct or ethics policy.

This mechanism provides adequate safeguards against victimization of director(s)/ employee(s) and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of establishment of such mechanism disclosed at the website of the company https://www.lordschloro.com/policies.html .

32. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under

Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board of Directors of the Company have constituted Internal Complaint Committee who will hear and redress the complaint made in writing by any aggrieved woman of sexual harassment at workplace as per the “Sexual Harassment of Woman At Workplace (Prevention, Prohibition and Redressal) Act, 2013”. The Policy is also available on our website at the link, https://www.lordschloro.com/policies.html .

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. AUDIT COMMITTEE

The Audit Committee as on 31st March, 2024 comprises Mr. Sandeep Singh (Chairperson), Mr.

Ajay Virmani (Member) and Mr. Amia Kumar Singh (Member). All the recommendations made

by the Audit Committee were accepted by the Board.

35. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended on March 31, 2024, the applicable Indian Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the financial year ended on 31^st March, 2024 and of the loss incurred by the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

36. INDUSTRIAL RELATIONS

The relations between the Company and its employees continued to be cordial and harmonious throughout the year under review.

37. STATUS OF LISTING FEES

The Company has listed its equity shares on National Stock Exchange of India Limited on 28.08.2023. Your Company has been regularly paying listing fees to the BSE Limited & National Stock Exchange of India Limited, Mumbai where its Equity Shares are listed.

38. ISSUE AND ALLOTMENT OF FULLY CONVERTIBLE WARRANTS

The Company has issued and allotted 35,00,000 (Thirty Five Lakh) Warrants, convertible into or exchangeable for 1 (one) fully paid-up equity share of the Company of face value of Rs. 10/-(Rupees Ten) each ("Warrants") to Promoters and Other Entities belonging to Non-Promoter Category at a premium of Rs. 112/- per Equity Shares aggregate at a price of Rs. 122/- (Rupees One Hundred and Twenty-Two only) per warrant, which may be exercised in one or more tranches during the period commencing from the date of allotment of the Warrants i.e.

12.08.2024 until expiry of 18 (Eighteen) months i.e. 11.02.2026, to the allottees of Warrants. The above issue of Warrants has been approved by the Board of Directors in its Meeting held on

17.06.2024 and by the Members of the Company in its Meeting held on 12.07.2024. The 35,00,000 Warrants has been allotted to the respective allottees by the Board of Directors in its Meeting held on 12.08.2024.

39. ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the company’s employees/workers for their dedication and hard work as well as their collective contribution to the Company’s performance.

The Directors would also like to thank to the Members, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors Lords Chloro Alkali Limited

Place : New Delhi Ajay Virmani Madhav Dhir

Date:12.08.2024 Managing Director Whole Time Director

DIN: 00758726 DIN: 07227587

1

Mr. Hitesh Kumar has been appointed as Company Secretary and Compliance Officer of the Company with effect from 02.05.2024.