To,

The Members,

Your Directors have pleasure in presenting their 36^thAnnual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, the Company has incurred loss of Rs. 14,65,840. The Board of Directors of the Company is continuously making efforts for the growth of the Company.

3. TAKEOVER BY MR. HEMANT A. PARIKH:

During the year under review, Mr. Hemant A. Parikh (Acquirer) has acquired the shares of the Target Company (Adline Chem Lab Limited) via open offer process and as approved by Securities & Exchange Board of India dated October 16^th, 2023.

Shares of Existing promoters i.e., Kamlesh Jagdish Laskari HUF, Ranak Kamlesh Laskari, Rohan Kamlesh Laskari, and Sohan Kamlesh Laskari have transferred their shares via Share Purchase Agreement dated May 17^th, 2023 to Mr. Hemant A. Parikh.

4. CHANGE IN NATURE OF BUSINESS:

Except change in management pertaining to Takeover via open offer, no changes have taken place in nature of business of the Company.

5. DIVIDEND:

The Company has not declared any dividend during the year.

6. TRANSFER TO RESERVE:

Company has negative reserves of Rs. 7,56,40,660/-as compare to previous year i.e., negative Rs. 7,41,74,830/-.

7. SHARE CAPITAL:

The Paid up share capital of the Company as on 31^st March, 2024 was Rs. 5,85,00,000 consisting of 58,50,000 Equity Shares of Rs. 10 each fully paid up. As on 31^st March, 2024, the Company has not issued any shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY, 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 THE REPORT

Shares of Existing promoters i.e., Kamlesh Jagdish Laskari HUF, Ranak Kamlesh Laskari, Rohan Kamlesh Laskari, and Sohan Kamlesh Laskari which comprises of 24.7% stake have transferred their shares via Share Purchase Agreement dated May 17^th, 2023 to Mr. Hemant A. Parikh.

During the year under review, Mr. Hemant A. Parikh (Acquirer) has acquired the shares of the Target Company (Adline Chem Lab Limited) via open offer process and as approved by Securities & Exchange Board of India dated October 16th, 2023.

The management of the Company has changed after the Takeover as mentioned above. The new management has been appointed. The details for the same is mentioned under "Point 16 Directors".

9. Performance and financial position of each of the subsidiaries, associates, and joint venture Companies

No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the Company during the year.

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

Company has not issued any Employee Stock Option during the year.

Draft of Annual Return as on 31^stMarch, 2024 in Form MGT-7 is available on the website of the Company www.adlinechem.com.

During the year, the Company has not issued Sweat Equity shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are not reported yet.

Corporate Social Responsibility (CSR) is not applicable to the Company during the year.

Mr. Hemant A. Parikh (Acquirer) has acquired the shares of the Target Company (Adline Chem Lab Limited) via open offer process and as approved by Securities & Exchange Board of India dated October 16^th, 2023.

Shares of Existing promoters i.e., Kamlesh Jagdish Laskari HUF, Ranak Kamlesh Laskari, Rohan Kamlesh Laskari, and Sohan Kamlesh Laskari have transferred their shares via Share Purchase Agreement dated May 17th, 2023 to Mr. Hemant A. Parikh.

* Mr. Pathak S. B. (DIN: 02663344) is appointed as a Managing Director on the Board of Directors of the Company with effect from 5th March, 2024 to hold the office until ensuing General Meeting. Mr. Pathak is recommended to Membersat ensuing Annual General Meeting to be appointed as Managing Director for a period of 5 years w.e.f 5^th March 2024 to 4^th March, 2029.

** Mr. Hemant Parikh (DIN: 00027820) was appointed as an Additional Director to hold office upto Annual General Meeting to be held on 27^th September, 2024. The Company on receipt of Notice under Rule 13 of Companies (Appointment and Qualifications of Directors) Rules, 2014 proposing his candidature for the office of Non-Executive Director at the ensuing AGM and subject to receipt of approval of the Members in the ensuing AGM and on recommendation of Nomination & Remuneration Committee has accorded its consent to appoint Mr Hemant Parikh as Non-Executive Director whose office liable to retire by rotation.

***In accordance with the provisions of the Companies Act, 2013, Mr. Hemant Parikh (DIN: 00027820)designated as the Non-Executive Director of the Company was liable to retire byrotation at the 11thAnnual General Meeting and shall be reappointed subject to the approval ofmembers at ensuing Annual General Meeting. (Details of Directors Seeking Appointment / ReAppointment at the forthcoming Annual General Meeting is presented under Annexure-A)

***Ms. Shivani Pathak (DIN: 10481354)&Mr. Deshaval D. M.(DIN: 09218553)was appointed as an AdditionalDirector to hold office upto next Annual General Meeting in capacity of Non-Executive Independent Director w.e.f. 3^rd February, 2024 for the period of five years subject to approval of members. Requisites resolutions are being proposed for your approval at ensuing Annual General Meeting. Requisites resolutions are being proposed for members' approval at ensuing Annual General Meeting.

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Act.

Your Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency)

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per the Nomination and Remuneration Policy of the company.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith as Annexure-B.

A calendar of Meetings is prepared and circulated in advance to the Directors. During this year, 8 (Eight)meetings were held i.e., 30^th May, 2023, 18^th July, 2023, 14^th August, 2023, 8^th November, 2023, 25^th January, 2024, 31^st January, 2024 and 3^rd February, 2024 and 5^th March, 2024.

The intervening gap between the Meetings was within the period prescribed under The Act and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015[LODR].

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.adlinechem.com.

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

Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as below:

The Board of Directors has framed a remuneration policy that assures the level and composition of remuneration is reasonable, sufficient to enhance the quality required to run the company successfully. All Board Members and Managerial Personnel have affirmed time to time implementation of the said remuneration policy.

The Nomination & Remuneration Policy are available on the Company's website: www.adlinechem.com/

21. Particulars of contracts or arrangements with related parties

During the period under review, the Company has not entered into any contracts/arrangement/ transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 188 of the Companies Act, 2013 and Rule 8A of the Companies(Accounts) Rules, 2014. Hence, disclosure as required in Form AOC-2 is not attached with this report.Disclosures under Para A of Schedule V of Listing Regulations enclosed herewith as Annexure-C.

At the 34^thAnnual General Meeting (AGM) held on 16^th September, 2022, the present Auditors of the Company M/s. Deepak Soni & Associates, Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company for a period of 5 years i.e. for financial years 2022-23 to 2026-2027.They continue to hold office as Statutory Auditors till the conclusion of 39" AGM to be held in the year 2027.

Further, M/s. Deepak Soni & Associates resigned as Statutory Auditor of the Company w.e.f 2^nd August, 2024 due to Unavoidable Circumstances.

The Statutory Auditor's Report on the financial statement for the FY 2023-24 contains emphasis of matter which is self-explanatory. The remarks of the Auditors are self-explanatory and have been explained in Notes on Accounts.

• Secretarial Auditors

The Board of Directors has approved the appointment of M/s. Kashyap Mehta & Associates, Practising Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company for the Financial Year 2023-24.

Due to takeover, the new management of the company has decided to approve appointment of M/s. Gaurav Bachani & Associates, Company Secretaries (Membership no. A61110), Ahmedabad as Secretarial Auditors at their meeting held on 3^rd February, 2024 for conducting the Secretarial Audit of the Company for the financial year 2023-24.

Due to pre-occupation of M/s Gaurav Bachani & Associates (Mem No: A61110), the Company in its Board Meeting held on 15^th July, 2024 has appointed M/s Jay Pandya & Associates, Company Secretary (Firm Reg No: S2024GJ963300) as Secretarial Auditor of the Company for the Financial Year 2023-24.

The Secretarial Audit Report for the financial year 2023-24, in Form MR-3, does not contain any qualification, reservation or adverse remark except mentioned below and is annexed to this report as "Annexure-D".

During the financial year 2023-24, no fraud was reported by the Secretarial Auditors of the Company in their Audit Report.

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of LODR forms part of this Report. It deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. enclosed as per Annexure-E.

As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. At present, the Company is not required to comply with Corporate Governance regulations as none of the above referred limits have been triggered. The details of the same is enclosed as Annexure-F.

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31^stMarch, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended 31^stMarch, 2024 on going concern basis.

e) The Directors had laid down the 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.

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the company has complied with provisions of the same.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Engineering Industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

• Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Audit Committee of the Board consists of Two Independent and One Non-Executive Non-Independent Director. The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act and Rules framed thereunder.

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Company's website.

The Audit Committee comprises of the following Members as on March 31, 2024:-

There were 7 (Seven) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2023-24, (i.e.,30^th May, 2023, 18^th July, 2023, 14^thAugust, 2023, 8^th November, 2023, 25^th January, 2024, 3^rd February, 2024 and 5^th March, 2024).

The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

In compliance with Section 178 of The Act, Your Company has in place a "Nomination and Remuneration Committee". The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors.

The Nomination and Remuneration Committee comprises of the following Members as on March 31^st, 2024:-

There was 7 (Seven) Meetings of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2023-24 i.e., on 30^th May, 2023, 18^th July, 2023, 14^th August, 2023, 30^th November, 2023, 25^th January, 2024, 3^rd February, 2024 and 5^th March, 2024.

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a Stakeholders' Relationship Committee of the Board of Directors, comprising of the following Members during the Financial Year 2023-24:-

Mr. DigeshDeshaval Chairperson Non-Executive, Independent Director Ms. Shivani Pathak Member Non-Executive, Independent Director Mr. Parikh H. A. Member Non- Executive, Non- Independent

During the Financial Year 2023-24, 4 (Four) Meeting of the Stakeholders' Relationship Committee was held,i.e.,on 7^th April, 2023, 6^th July, 2023, 13^th October, 2023, and 6^th January, 2024

During the Financial Year 2023-24, 2 (two) Meeting of the Independent Director Committee was held, i.e., on 18^th July, 2023 and 3^rd February, 2024.

Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2) are applicable to the Company. The Company has complied with the provisions of both Secretarial Standards.

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.

35. Acknowledgements

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.