FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

To

The Members,

Our Directors are pleased to present their 33^rd Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2024.

The highlights of financial performance of the Company, for the year ended March 31, 2024, are summarized hereunder:

(` In Lacs)

The Company is operating in Automotive, Consumer & Industrial and Thermoplastic Additives with its customers largely present in India.

During the year under review, the Company reported gross revenue from operations of `6,473.67 Lacs as against `7,221.58 Lacs during the FY 2022-23. The Company reported Profit before Tax of `1,499.44 Lacs and Profit after Tax of `1,115.22 Lacs as against `1,316.50 Lacs and `978.86 Lacs respectively for the previous financial year.

During the current financial year revenue from operations decreased by 10.36% as compared to last year and is mainly on account of stiff competition in the domestic market for thermoplastic elastomer products and shifting of customer base.

The Company's gross margins is consistent with last year of 30% on account of stable raw material prices. Further, the Company has earned interest income on fixed deposits of `624.57 lakhs owing to changes in monetary policies in India and due to better interest rate negotiated in the current year. There was no change in nature of business of the Company during the year under review.

The Board of Directors are pleased to recommend a final dividend of 30% (`3/- per share), subject to tax, for the financial year ended March 31, 2024, on 1,26,20,000 equity shares of `10/- each fully paid-up, as compared to 20% (`2/- per share) on 1,26,20,000 equity shares of `10/- each fully paid-up in the previous year.

The said dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") scheduled to be held on September 05, 2024. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The final dividend declared during FY 2023-24 is in compliance with the Dividend Distribution Policy of the Company formulated pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing and Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations"). The Dividend Distribution Policy of the Company is available on Company's website at https:// www.multibaseindia.com/pdf/Multibase-India-Limited-Dividend-policy.pdf

The Board of Directors have not recommended transfer of any amount of Profit to reserves during the year under review.

As on March 31, 2024, the authorised & paid-up share capital of the Company was `12,62,00,000/- consisting of 1,26,20,000 equity shares of `10/- each. There was no changes in the Share Capital of the Company. Further, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

As on March 31, 2024, the Board of Directors of your Company consisted of 8 (Eight) Directors, comprising of 1 (One) Managing Director, 5 (Five) Non- Executive Independent Directors (including 1 (One) Non- Executive Independent Woman Director) and 2 (Two) Non-executive & Non-Independent Directors. Mr. Harish N. Motiwalla (DIN: 00029835), Non-executive & Independent Director was the Chairman of the Board. The composition of the Board is in accordance with the requirements prescribed in the SEBI Listing Regulations and the Companies Act, 2013 (‘the Act').

The Board of Directors of the Company, at its meeting held on February 12, 2024, based on the recommendation of Nomination and Remuneration committee, appointed Mr. B. Renganathan (DIN: 01206952) and Mr. Piyush Chhajed (DIN: 02907098) as Additional Directors (Non-Executive Independent Directors) for a period of 5 (five) years respectively, with effect from February 12, 2024 till February 11, 2029. The members of the Company approved the above appointments on March 30, 2024 through Postal Ballot. In accordance with Regulation 17(1C) of the Listing Regulations, your Company had sought the approval of the members through the Postal Ballot vide Postal Ballot Notice dated February 29, 2024. The profiles of Mr. B. Renganathan and Mr. Piyush Chhajed forms part of this Annual Report.

Mr. H. N. Motiwalla (DIN: 00029835) ceased to be an Independent Director and Chairman of the Company with effect from March 31, 2024, upon completion of his second term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance. Mr. Ashok Chhabra (DIN: 00059677) ceased to be an Independent Director of the Company with effect from March 31, 2024, upon completion of his second term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 ("the Act"), Mr. Mark Stephen Metaxas (DIN: 09607494), Non-Executive & Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment.

Brief profile of Mr. Mark Metaxas as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards – 2, is annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report.

Ms. Bharti Dhar DIN: 00442471 was appointed as an Independent Woman Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 5 (five) years and will hold office up to February 14, 2025. Considering her knowledge, expertise, and experience and the substantial contribution made by her during her tenure as an Independent Director, the Nomination and Remuneration Committee and the Board has recommended re-appointment of Ms. Bharti Dhar as an Independent Woman Director on the Board of the Company, to hold office for the second term of five consecutive years commencing from February 15, 2025 to February 14, 2029, and not liable to retire by rotation. Brief profile of Ms. Bharti Dhar as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards – 2, is annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each one of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI order or any other such authority. During FY 2023-24, there here has been no change in the circumstances affecting their status as Independent Directors of the Company. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held.

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

The criteria for appointment of Directors and Senior Management, related matters and the remuneration policy is provided in ‘Annexure I' to this Report. The remuneration policy of the Company is designed to attract, motivate and retain employees in a competitive market. The Nomination and Remuneration Policy can be accessed on the website of the Company at https://www.multibaseindia.com/pdf/ Multibase-Remuneration-Policy.pdf Based on the declarations received, none of the Directors is disqualified from being appointed / re-appointed as a Directors of the Company as per the disclosures received from them pursuant to Section 164(2) of the Companies Act, 2013.

Further, all the Directors and Senior Management of the Company have affirmed their compliance with the Code of Conduct of the Company for FY 2023-24.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are Mr. Deepak Dhanak, Managing Director; Mr. Pankaj Holani, Chief Financial Officer and Ms. Parmy Kamani, Company Secretary & Compliance Officer.

During the year under review, five (5) Board meetings were held on May 23, 2023, August 08, 2023, September 15, 2023 November 09, 2023 and February 12, 2024. Further details of the Board Meeting and Committee Meetings including the attendance of the Directors are provided in the Corporate Governance Section of the Annual Report.

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has laid down a process for performance evaluation of the Board and its Committees as well as a framework for evaluation of the performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and management, meeting of the Board, including regularity and frequency, discussion and dissent, corporate culture and values, governance and compliance, evaluation of risk amongst others. The criteria is based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017 The evaluation of the Chairman, Non-independent Directors and the Board was conducted at a separate meeting of Independent Directors held during the year. The evaluation process is conducted and monitored by the Chairperson, Independent Director Committee (‘IDC'). For the Financial Year 2023-24, the performance evaluation was conducted as per the process adopted by the Company, which is detailed out above.

The Independent Directors of the Company are apprised about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters. Periodic presentations are made at the Board and Committees meetings relating to the Company's performance.

The details of the familiarization programme are uploaded on the website of the Company at https://www.multibaseindia. com/pdf/familiarisation-programme-independent-directors. pdf.

Details of employee's remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 shall be made available at the Registered Office of the Company during working hours to any member on request. The members can also send an email to compliance.officer@multibaseindia.com. The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in ‘Annexure II' which forms part of this Report.

The Company has Four (4) Board-level Committees, which have been constituted in compliance with the provisions of the Act and SEBI Listing Regulations: Audit Committee; Nomination and Remuneration Committee; Stakeholders Relationship Committee; and Corporate Social Responsibility Committee During the year, all the recommendations made by the Committees were considered and approved by the Board.

The Audit Committee was constituted in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. As on FY 2023-24, the Members of the Audit Committee were Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Faqirchand Chhabra (Member) and Mr. Krishan Kumar Phophalia (Member).

Mr. Harish Motiwalla and Mr. Ashok Chhabra completed their second and final term as Independent Directors of the Company with effect from March 31, 2024. Accordingly, Mr. Harish Motiwalla and Mr. Ashok Chhabra also ceased to be the members of the Audit Committee respectively with effect from the above date. Mr. Piyush Chhajed and Mr. Renganathan Bashyam were inducted as members of Audit Committee with effect from April 01, 2024.

The details of meetings of the Committee held along with attendance of members thereof during FY 2023-24 and Role of the Audit Committee are provided in the Corporate Governance Report annexed to this Report. During FY 2023-24, there were no such instances where the Board has not accepted the recommendations of the Audit Committee The scope and terms of reference of the Audit Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

All Related Party Transactions that were entered during the year under review were on an arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at https:// www.multibaseindia.com/pdf/Policy-on-related-party-transactions-including-material-RPTs.pdf Pursuant to the SEBI Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties, pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as ‘Annexure III'.

The particulars of contracts or arrangements entered into with the related parties are set out in Note 33 of the financial statements of the Company forming part of the Annual Report.

The Nomination & Remuneration Committee was constituted in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. As on March 31, 2024, the Members of the Nomination and Remuneration Committee were Mr. Ashok Faqirchand Chhabra (Chairman), Mr. Harish Narendra Motiwalla (Member), Mr. Krishan Kumar Phophalia (Member) and Ms. Bharti Pradeep Dhar (Member).

Mr. Ashok Chhabra and Mr. Harish Motiwalla completed their second term as Independent Directors of the Company with effect from March 31, 2024. Accordingly, Mr. Ashok Chhabra and Mr. Harish Motiwalla also ceased to be the members of the Nomination and Remuneration Committee respectively with effect from the above date. The details of meetings of the Committee held along with attendance of members thereof during FY 2023-24 and Role of the Nomination and Remuneration Committee are provided in the Corporate Governance Report annexed to this Report. Mr. Piyush Chhajed was inducted as a member of Nomination and Remuneration Committee with effect from April 01, 2024.

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

Stakeholders Relationship Committee was constituted in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations. As on FY 2023-24, the members of the Stakeholder's Relationship Committee were Mr. Ashok Faqirchand Chhabra (Chairman), Mr. Harish Narendra Motiwalla (Member), Mr. Deepak Arun Dhanak (Member).

Mr. Ashok Chhabra and Mr. Harish Motiwalla completed their second term as Independent Directors of the Company with effect from March 31, 2024. Accordingly, Mr. Ashok Chhabra and Mr. Harish Motiwalla ceased to be the members of the Stakeholders Relationship Committee respectively with effect from the above date. Mr. Piyush Chhajed and Mr. Renganathan Bashyam were inducted as members of Stakeholders Relationship Committee with effect from April 01, 2024.

The details of meetings of the Committee held during FY 2023-24 along with attendance of members thereof and status of grievances received from various stakeholders during the financial year and Role of the

Stakeholders Relationship Committee are provided in the Corporate Governance Report annexed to this Report.

The scope and terms of reference of the Stakeholders Relationship Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

A Share Transfer Committee comprising of Mr. Deepak Arun Dhanak (Chairman) and Mr. Krishan Kumar Phophalia (Member) was constituted for the purpose of carrying out timely activities such as Dematerialisation of Shares, Transfer of Shares, Issue of Duplication Shares, Loss of Share Certificate and any other purpose deems to be fit for Transfer/Transmission of Shares of the Shareholders of the Company.

Your Board of Directors have formulated the Corporate Social Responsibility (CSR) Policy pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 based on the recommendations of the CSR Committee.

The CSR Policy is available on the website of the Company at https://www.multibaseindia.com/pdf/ Multibase%20CSR%20Policy%20.pdf As on March 31, 2024, the members of the CSR Committee were Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Faqirchand Chhabra (Member), Mr. Deepak Arun Dhanak (Member) and Ms. Bharti Pradeep Dhar (Member).

Mr. Harish Motiwalla and Mr. Ashok Chhabra completed their second term as Independent Directors of the Company with effect from March 31, 2024. Accordingly, Mr. Harish Motiwalla and Mr. Ashok Chhabra also ceased to be the members of the Corporate Social Responsibility Committee respectively with effect from the above date. Mr. Renganathan Bashyam was inducted as a member of CSR Committee with effect from April 01, 2024. A brief outline of the CSR Policy of the Company and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ‘Annexure IV' to this Report.

The Members of the Company at the 32^nd AGM held on September 15, 2023, approved the appointment of M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 32^nd AGM, until the conclusion of the 37^th AGM of the Company to be held in 2028.

The report issued by Statutory Auditors for the FY 2023-24 does not contain any qualifications or adverse remarks. The Statutory Auditors have not reported any no frauds under Section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, were appointed to undertake the Secretarial Audit for financial year 2023-24.

The Report of the Secretarial Auditor for the year ended March 31, 2024 is annexed to the Directors' Report as ‘Annexure V'. The report issued by Secretarial Auditor for financial year 2023-24 does not contain any qualifications or adverse remarks.

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. B. F. Modi & Associates, a firm of Cost Accountant in Practice (Registration No.100604) as the Cost Auditors of the Company to conduct cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2025.

The Cost Audit Report for FY2023-24 affirms the maintenance of cost and audit records and does not contain any qualification, reservation, or adverse remarks.

M/s. B. F. Modi & Associates have under Section 148(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

M/s. Mukund & Rohit, Chartered Accountants conducted internal audit of the Company for FY 2023-24. Regular audit observations and corrective actions thereon were presented to the Audit Committee from time to time. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported by the Internal Auditors during the year. M/s. Mukund & Rohit, Chartered Accountants were appointed as Internal Auditors of the Company for the

FY 2024-25 in the meeting of the Board of Directors held during the year under review.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report is annexed to this Directors' Report.

In terms of Regulation 34(3) of the SEBI Listing Regulations, the Corporate Governance Report, Management Discussion & Analysis Report, and the Auditors' Certificate regarding Compliance to Corporate Governance requirements forms part of this Annual Report.

The particulars pursuant to Section 134(m) of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached with this report as Annexure VI'.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

The Company did not have any Subsidiaries, Associates or Joint venture Companies during FY 2023-24

There was no revision made to the financial statements for any of the three financial years preceding FY 2023-24

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise-wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multibase applies risk management in a well-defined, integrated framework that promotes awareness of risks and understanding of the company's risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid risks.

The Company has an adequate Internal Financial Control System commensurate with the size and nature of its business. The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has an established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company https://www.multibaseindia. com/pdf/mil-whistle-blower-policy.pdf No instances under the Whistle Blower Policy were reported during FY 2023-24.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a Policy on Prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing everyone at the workplace a safe, secure and dignified work environment. The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, including constitution of the Prevention of Sexual HarassmentCommittee(InternalComplaintsCommittee). All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received or disposed of during the year under review; there were no pending complaints till the end of the financial year, either.

The Directors confirm that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, were followed by the Company during FY 2023-24.

The Annual Return of the Company as on March 31, 2024 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.multibaseindia.com/policies.php

There were no significant and/ or material orders passed by the regulators or courts or tribunals during FY2023-24, which could have an impact on the going concern status of your Company and its operations in future.

There were no material changes and commitments have occurred affecting the Company's financial position between the end of the financial year of the Company and the date of this report.

During FY2023-24, the properties, assets and inventories of your Company were safeguarded and insured properly.

During FY2023-24, there were no material or serious instances of fraud, falling within the purview of Section 143(12) of the Act and rules made there under, by officers or employees of the Company during the course of the audit conducted.

There were no instances on Unpaid/Unclaimed

Dividend transferred to Investor Education and Protection Fund ("IEPF") in terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Your Directors, place on records their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during FY 2023-24. Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

A. The Nomination and Remuneration Committee has laid down the following criteria for appointment, re-appointment and removal of Directors, KMPs, members of Senior Management.

1. Criteria for appointment and removal of directors, KMPs, members of senior management as follows; i. The Committee shall take into account following points for appointment of a person as Director, KMP or at Senior Management level and recommend to the Board his / her appointment accordingly: a. shall possess the necessary qualifications, professional/functional expertise, desired experience that the position to be filled may demand as may be specified from time to time by the NRC which will be in compliance with the applicable laws, policy of the Company, business needs, interest of the Company. b. Shall possess the highest personal and professional ethics, integrity, values and moral reputation and be eligible to hold the office under the provisions of the Companies Act, 2013 and Rules made thereunder and the SEBI (LODR) Regulations, 2015 and the applicable policies of the Company. ii. In addition to the above while recommending the appointment of directors NRC shall be guided by the diversity policy. iii. Removal decisions of the directors shall be guided by the disqualifications as may be prescribed under the provisions of the Companies Act, 2013 or applicable laws iv. Removal decisions of the Key Managerial Personnel and Senior Management Personnel shall be guided by Code of Conduct Policy of the Company, or by virtue of disqualifications as may be prescribed under the provisions of the applicable laws.

2. Criteria for evaluation of the directors, independent directors, and the Board; a. Attendance at the meetings of the Board, Committee meetings and shareholders meetings. b. Contribution at the meetings c. Expert/Domain knowledge d. Decisions taken in the best interest of the company e. Adherence to the legal code of conduct f. Performance of the annual plan

3. Criteria for determining qualifications, positive attributes and independence of a director as follows; a. An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, marketing, HR, corporate governance, operations or other disciplines related to the company's business b. An independent director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices. c. An Independent Director should meet the requirements of the Companies Act, 2013 and SEBI Listing Regulations, 2015 as amended from time to time concerning independence of directors.

The criteria shall be evaluated as and when necessary,asperthediscretionoftheNominationand Remuneration Committee.

1. The percentage increase in remuneration of the each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, the ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year and the comparison of remuneration of each Key Managerial personnel (KMP) against the performance of the Company is as under:

*The Independent Directors of the Company are not entitled to any remuneration other than sitting fees for attending the meetings of the Board and its Committee(s). ^$Appointed as Independent Directors with effect from February 12, 2024 ^#Includes variable pay as per the remuneration policy of the Company.

2. The median remuneration of employees during the financial year was `10,21,192/-.

3. There were 24 permanent employees on the rolls of the Company as on March 31, 2024

4. In the financial year there was an increase of 12% in the median remuneration.

5. Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2023-24 was 9.39% and average increase in the managerial remuneration w.r.t. Ms. Parmy Kamani for the financial year 2023-24 was 9.25%. Increase of remuneration of Ms. Parmy Kamani was determined considering her efforts and performance during the year. There are no other exceptional circumstances.

6. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Nomination and Remuneration Policy of the Company.

7. Statement pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: i. Employed throughout the financial year under review and in receipt of remuneration for the financial year in the aggregate of not less than `1,02,00,000/- per annum: None. ii. Employed for the part of the financial year under review and in receipt of remuneration at the rate of not less than `8,50,000/- per month: None.

8. There was no employee either throughout the financial year or part thereof who was in receipt of remuneration which in the aggregate was in excess of that drawn by the Managing Director or Whole-time Director and who held by himself or along with his spouse or dependent children two percent of the Equity Shares of the Company.

9. None of the employees covered under Rule 5(2) and 5(3) are a relative of any Director of the Company. The statement containing names of employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at compliance.officer@multibaseindia.com.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis:

There were no contracts or arrangements, or transactions entered into during the year ended March 31, 2024, which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:

The details of material contracts or arrangement or transactions at arm's length basis for the year ended March 31, 2024 are as follows:

A) Name of Related Party: Multibase S.A. Nature of Relationship: Holding Company

[Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. Brief outline on CSR Policy of the Company:

The Company believes that Corporate Social Responsibility Policy is necessary for social and environmental wellbeing and essential for the sustainability of corporate actions. The policy covers process the Company shall adopt regarding approval and spending of financial resources on CSR activities.

The CSR Committee of the Board shall recommend CSR expenditure on any of the prescribed activities in compliance of the provisions of Section 135 and Schedule VII of Companies Act 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. CSR Committee shall give preference to local areas and areas around the Company's operations.

2. Composition of CSR Committee:

Note:

The CSR Committee was re-constituted on April 01, 2024 with the following members:

3. The Web-link where Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the Website of the Company: http://www.multibaseindia.com/pdf/Multibase%20CSR%20Policy%20.pdf

4. The Details of Impact Assessment of CSR Sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable

5. (a) Average net profit of the company as per section 135(5) : `10,54,25,833/-

(b) Two percent of average net profit of the company as per section 135(5): `21,24,630/-

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : NIL (d) Amount required to be set off for the financial year, if any : NIL

(e) Total CSR obligation for the financial year (5a+5b-5c) : `21,24,630/-

6. Amount spent on CSR Projects: a. CSR amount spent against ongoing projects for the financial year: Nil

CSR Amount spent against other than ongoing project for the financial year: 21,25,000/- b. Amount spent in Administrative Overhead(s): Nil c. Amount spent on Impact Assessment, if applicable: Nil d. Total amount spent for the Financial Year [(a)+(b)+(c)] : 21,25,000/- e. CSR amount spent or unspent for the financial year:

7. Details of Unspent CSR amount for the preceding three financial years:

8. Whether any capital assets have been created or acquired through CSR amount spent in the financial year: - No

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) : NA

To ,

The Members,

CIN: L01122DD1991PLC00295 74 / 5&6, Daman Industrial Estate, Kadaiya, Nani Daman, Daman 396 210.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Multibase India Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made thereunder ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment; v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): - a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not applicable as there was no reportable event during the financial year under review. d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not applicable as there was no reportable event during the financial year under review. e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; Not applicable as there was no reportable event during the financial year under review. f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable as there was no reportable event during the financial year under review. g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

Not applicable as there was no reportable event during the financial year under review. h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

Not applicable as there was no reportable event during the financial year under review. i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and j. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; vi) The Company has informed that there are no laws which are specifically applicable to the Company.

We have also examined compliance with the applicable clauses of the followings: i. Secretarial Standards issued by the Institute of Company Secretaries of India; ii. The Listing Agreements entered into by the Company with BSE Limited read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has complied, with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting; All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that based on the review of the compliance mechanism established by the company and on the basis of Compliance certificate(s) issued by various departments and taken on record by the Board of Directors at their meetings, we are of the opinion that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the following event has occurred during the year which has a major bearing on the Company's affairs in pursuance of the Laws, Rules, Regulations, Guidelines Standards etc. referred to above. a) Price Waterhouse LLP, Chartered Accountants (Firm's Registration No: 301112E/E300264), Chartered Accountants, Firm Registration No.

102105W) were initially appointed as the Statutory Auditors at the Listed entity Annual General Meeting (AGM) on September 21, 2021, for a term of 5 consecutive years, from the conclusion of the 30^th Annual General Meeting till the conclusion of the 35^th Annual General Meeting (Financial year 2021-22 to 2025-26). However, they resigned from their position effective August 08, 2023.

Price Waterhouse LLP issued a Limited Review Report on August 08, 2023, for the quarter ended June 30, 2023, as their resignation occurred within 45 days from the end of the quarter of a financial year.

Subsequently, MSKA & Associates, Chartered Accountants (Firm's Registration No: 105047W), were appointed as the new Statutory Auditors during an AGM held on September 15, 2023, filling the vacancy until the conclusion of the thirty-second AGM.

Upon recommendation by the Audit Committee and Board, MSKA & Associates, Chartered Accountants, has been re-appointed as the Statutory Auditors for a term of 5 consecutive years, from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting during an AGM held on September 15, 2023.