Anupam Rasayan India Ltd Directors Report

To,

The Members,

Anupam Rasayan India Limited

Your Directors have pleasure in presenting the 23 rd (Twenty-Third) Annual Report (the "Annual Report") on the business and operations of the Company comprising the Management Discussion and Analysis Report, Boards Report read with its Annexures, Corporate Governance Report read with its Annexures, Business Responsibility and Sustainability Report and Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

Table 1

Amount (^ in Million)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	16755.67	8958.99	23654.55	14369.74
Other Income	199.64	133.50	181.74	114.77
Total Income	16955.31	9092.49	23836.29	14484.51
Profit before Depreciation and Tax	2857.28	1717.22	3943.04	3001.27
Less: Depreciation	1147.99	907.68	1399.00	1022.76
Profit before tax	1709.29	809.54	2544.04	1978.51
Less: Provision for Income Tax	298.62	141.67	511.62	438.09
Less/(Add): Deferred tax Liability/(Assets)	(203.29)	(58.87)	(189.57)	(59.30)
Add/(Less): Share of net profit of associates	0.00	0.00	0.00	0.00
Profit after tax	1613.96	726.74	2221.99	1599.72
Add: Balance b/f from the previous year	7888.07	7235.10	8238.84	7430.30
Add: Other comprehensive Income for the	(5.56)	8.61	71.46	11.94
period (net of tax)
Less: Transfer to Non-Controlling Interest	0.00	0.00	520.98	668.93
Less: Impact of loss written off	0.00	0.00	0.00	0.00
Less: Equity Share Dividend paid	85.38	82.38	152.00	134.19
Balance Profit/(Loss) c/f to the next year	9411.09	7888.07	9859.31	8238.84
(Figures have been rounded off)

Note: The figures of the previous period have been re-grouped/rearranged and/or re-casted wherever considered necessary.

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

2.1 Business information

Your Company is one of the leading companies engaged in the custom synthesis (CSM) and manufacturing of specialty chemicals in India. The Company has two verticals: Life science-related Specialty Chemicals comprising products related to Agrochemicals, Personal Care, and Pharmaceuticals, and the Performance Materials comprising Electronics & EV Chemicals and Polymers. The Company caters to a diverse base of Indian and global customers. It is currently manufacturing products for over 200+ domestic and international customers. During the year under review the Company has more than 90+ molecules under development. Moreover, 65+ number of molecules of pharma and polymer are in R&D and pilot stages.

The Company operates via its six manufacturing facilities in Gujarat, India, with four facilities located at Sachin, Surat, and two located at Jhagadia, Bharuch, with an aggregate installed capacity of about 30,000 MT, as of March 31, 2026. The Company offers multistep synthesis and undertakes complex chemical reactions technologies, for a diverse base of Indian and global customers. In view of the underlying long-term contracts and LOIs with domestic and global customers, spanning a period of up to 10 years, your Companys growth prospects are strong. Your Company has 2 DSIR recognised R&D Centres with a strong team of R&D professionals. Your Company is focussed on developing in-house innovative processes for manufacturing products requiring complex chemistries and achieving cost optimization. There is no change in the nature of business during the year under review.

During the financial year under review, the Company, pursuant to the approval of the Board of Directors dated December 09, 2025 entered into a Sale and Purchase Agreement with CABB Europe GmbH for the acquisition of Monitchem Kansas S.a r.l., together with its subsidiaries, namely Kansas HoldCo Inc., Kansas HoldCo 1, Inc. and Jayhawk Fine Chemicals Corporation (collectively, the "Target Group"). In accordance with the transaction structure, the rights of the Company under the said agreement were assigned to its wholly owned subsidiary, Doriath S.a r.l., Luxembourg, which accordingly completed the acquisition of the Target Group on February 27, 2026. After the closure of the financial year 2025-26, Monitchem Kansas S.a r.l. has been liquidated on June 30, 2026.

The acquisition has been undertaken as part of the Companys strategic initiative to expand its global presence in the specialty chemicals sector. The transaction was funded through a combination of external borrowings and other financing arrangements availed by the Company and its group entities, along with necessary guarantees, security interests and credit support provided by the Company in accordance with applicable laws.

The acquisition of the Target Group is expected to enhance the Companys international operations and strengthen its manufacturing and business capabilities in key global markets.

2.2 Financial information

During the financial year under review

- on a standalone basis, the Company has achieved operating revenue of S 16755.67 million as compared to S 8958.99 million in the

previous year. The Company has earned a net profit (PAT) of S 1613.96 million as compared to S726.74million in the previous year. The significant improvement in revenue and profitability reflects stronger business performance, improved demand conditions, enhanced operational efficiencies, and the Companys continued focus on value creation. The management remains optimistic about sustaining this growth momentum in the coming years.

- on a consolidated basis, the Company has achieved operating revenue of S 23,654.55 million as compared to S 14369.74 million in the

previous year. The Company has earned a net profit (PAT) of S 2,221.99 million as compared to S 1599.72 million in the previous year.

(Figures have been rounded off)

Table 2: Revenue Distribution by Geographical Segments*

Location	FY 25	FY 26
Europe	11%	4%
Japan	11%	7%
Singapore	3%	1%
China	5%	1%
North America	3%	26%
India + SEZ	62%	50%
Rest of world	5%	11%

*(all percentages in the above table have been rounded off to zero decimal places and are based on the standalone financial statements)

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the financial year 2025-26.

4. CREDIT RATING(S)

As of March 31, 2026, the Company had the following credit ratings assigned/reaffirmed by Credit Rating Agencies:

Instrument	Credit Rating Agency - CRISIL	Credit Rating Agency - India Ratings & Research
Long Term Rating	Crisil A+/Stable (Removed from Rating Watch with Negative Implications; Rating Reaffirmed)	IND AA-/Rating Watch with Rating Watch on Rating Watch on Negative Implications/IND
Short Term Rating	Crisil A1 (Removed from Rating Watch with Negative Implications; Rating Reaffirmed)	A1+/Rating Watch with Negative Implications
Long Term Issuer Rating		IND AA-/ Rating Watch with Negative Implications

Credit Ratings as on the date o i	this Report:
Instrument	Credit Rating Agency - CRISIL	Credit Rating Agency - India Ratings & Research
Long Term Rating	Crisil A+/Watch Developing (Placed on Rating Watch with Developing Implications)	IND AA-/Rating Watch with Negative Implications/IND A1+/Rating Watch with Negative Implications
Short Term Rating	Crisil A1/Watch Developing (Placed on Rating Watch with Developing Implications)	IND AA-/Rating Watch with Negative Implications/IND A1+/Rating Watch with Negative Implications
Issuer Rating	-	IND AA-/Rating Watch with Negative Implications
Non-Convertible Debentures	Crisil A+/Watch Developing (Assigned; Placed on Rating Watch with Developing Implications)	IND AA-/Rating Watch with Negative Implications

5. DIVIDEND

During the financial year under review, the Board in its Meeting held on July 15, 2025 declared an interim dividend of E 0.75/- per equity share i.e., 7.5% of the face value of E 10/- each, out of the retained earnings available for the financial year 2024-25. The dividend payout ratio for the same is 11.33%.

Further, the Board of Directors at its meeting held on May 23, 2026, recommended the payment of Final Dividend of INR 1.5/- per Equity Share @ 15% of face value of INR 10/- each of the Company, out of the profits of the Company for the financial year 2025-26, subject to approval of the Members of the Company at 23 rd AGM. The dividend payout ratio for the same is 10.47%.

Under the Regulation 43A of SEBI Listing Regulations, the Company has formulated a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its Members. The policy is available on the website of the Company and can be accessed at https://www.anupamrasayan.com/ investors/policies-practices/dividend-distribution- policy

The details of unpaid and unclaimed amounts pertaining to previous financial years have been uploaded on Companys website www. anupamrasayan.com . Pursuant to the provisions of Section 124 of the Companies Act, 2013 (the "Act"), those dividend amounts that have remained unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPF") established pursuant to the Section 125 of the Act. As on March 31, 2026, no such unpaid or unclaimed dividend amount is required to be transferred to IEPF. The contact details of the Nodal Officer, Mr. Amit Khurana, Chief Financial Officer of the Company, as required under the provisions of IEPF Rules, are available on the Companys website www. anupamrasayan.com .

6. DIRECTORS AND KEY MANAGERIAL

PERSONNEL

6.1 Board & KMP

Board Composition:

- Dr. Kiran Chhotubhai Patel, Chairperson and NonExecutive Director

- Mrs. Mona Anandbhai Desai, Vice-chairperson and Whole-time Director

- Mr. Anand Sureshbhai Desai, Managing Director

- Dr. Anuj Hemantbhai Thakar, Whole-time Director

- Mr. Ketan Paragji Desai, Independent Director

- Gen. Bikram Singh (Retd.), Independent Director*

- Dr. Madhuri Ajit Sawant, Independent Director

- Mr. Anand Rajeshwarrao Chatorikar, Independent Director

- Mr. Milind Madan Talathi, Independent Director (w.e.f. September 25, 2025)

*Gen. Bikram Singh (Retd.) (DIN: 07259060) has resigned from the office of Non-Executive Independent Director of the Company with effect from close of business hours of Friday, June 27, 2025, due to personal reasons.

Whole-time Key Managerial Personnel

- Mr. Gopal Puranmal Agrawal, Chief Executive Officer

- Mr. Amit Ajitkumar Khurana, Chief Financial Officer

- Mr. Vishal Laxmikant Thakkar, Deputy Chief Financial Officer*

- Mr. Ashish Gupta, Company Secretary and Compliance Officer

- Dr. Nilesh Naik, Technical Head - Operations

Mr. Ravi Desai, Sales Head**

- Mr. Vikash Chander, Senior Business Manager

*After the closure of the financial year, Mr. Vishal Laxmikant Thakkar, Deputy Chief Financial Officer, resigned from the position of Deputy Chief Financial Officer and Key Managerial Personnel of the Company with effect from May 23, 2026, to explore other opportunities within the Group with option to work in his own company also.

**After the closure of the financial year, Mr. Ravi Desai Sales Head and Key Managerial Personnel ("KMP") of the Company, appointed as the Chief Operating Officer of the Company, by the Board of Directors at its meeting held on August 14, 2026, while continuing to hold his position as KMP.

6.2 Directors retire by rotation

In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Anand Sureshbhai Desai (DIN: 00038442),

Managing Director of the Company, is liable to retire by rotation as Director at the 23 rd AGM and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the 23 rd AGM of the Company.

Brief resume and other details of Mr. Anand Sureshbhai Desai, Managing Director, as stipulated under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, are given in the Notice of 23 rd AGM forming part of the Annual Report.

6.3 Changes in Directors and Key Managerial Personnel

During the financial year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel ("KMP") of the Company:

?€? The Board at its Meeting held on September 25, 2025, approved the appointment of Mr. Milind Madan Talathi (DIN: 07321958), as an additional director categorized as an Independent Director of the Company, to hold office for a term of 3 (three) consecutive years, commencing from September 25, 2025 and concluding on September 24, 2028.

Accordingly, the appointment of Mr. Milind Madan Talathi as a Non-Executive Independent Director was duly approved by the Members of the Company by way of a special resolution passed through remote e-voting pursuant to Postal Ballot on December 22, 2025. The results of the Postal ballot were declared on December 24, 2025.

?€? Gen. Bikram Singh (Retd.) (DIN: 07259060) resigned from the office of Non-Executive Independent Director of the Company with effect from the close of business hours on Friday, June 27, 2025, due to personal reasons. ?€?

?€? Upon the recommendation of the Nomination & Remuneration Committee, the Board approved & recommended the re-appointment of Mr. Anand Sureshbhai Desai, as Managing Director and Mrs. Mona Anandbhai Desai, as Whole-time Director of the Company, each for a period

of 5 (five) years commencing from April 01, 2026 and ending on March 31, 2031. The said re-appointments were duly approved by the Members of the company at the 22 nd AGM held on September 26, 2025.

6.4 Changes in Directors and Key Managerial Personnel (KMP), after the close of the financial year

?€? Mr. Vishal Laxmikant Thakkar, Deputy Chief Financial Officer and Key Managerial Personnel of the Company, resigned from the position of Deputy Chief Financial Officer and KMP with effect from May 23, 2026, to pursue other opportunities within the Group, with the option to work in his own company.

?€? The Board has appointed Mr. Ravi Desai, as Chief Operating Officer of the Company with effect from August 14, 2026, while continuing as a Key Managerial Personnel of the Company. He was holding the position of Sales Head of the Company prior to the appointment at the current designation.

Except as stated above, there were no other changes in the composition of the Board of Directors or KMP of the Company during the financial year 2025-26 or subsequent to the closure of the said financial year.

6.5 Declaration by the Independent Directors

The Board is of the opinion that (i) Mr. Ketan Paragji Desai, (ii) Dr. Madhuri Ajit Sawant, (iii) Mr. Anand Rajeshwarrao Chatorikar and (iv) Mr. Milind Madan Talathi, the Independent Directors of the Company (the "Independent Director(s)") are independent in terms of Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and are the persons of integrity and also possess the relevant expertise and experience of their relevant fields to discharge their duties as an Independent Director. Further, they have provided their declaration of independence under Section 149(7) and Schedule IV of the Act and Regulation 25(8) of the SEBI Listing Regulations. All the Independent Directors have confirmed that they have complied with the provisions of Rule 6 of The Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to inclusion of their names in the data bank of Independent Directors and have attempted and successfully cleared the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs, except for the Independent Director who is exempt from passing the said test.

7. ANNUAL RETURN

In compliance of Section 92 and Section 134 of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the FY 202526 is available on the Companys website and can be accessed at https://anupamcms.tinglabs. in/uploads/ProvisionalAnnual Return MGT 7 FY 26 To upload 49ab5dd699.pdf

8. MEETINGS

The number and dates of Meetings of the Board and its Committees are set out hereunder and the attendance of Board and Committee Meetings are also set out in the Corporate Governance Report forming part of this Annual Report.

8.1 Board Meetings

The Board conducted 12 (Twelve) Board Meetings during the FY 2025-26. The intervening gap between Board Meetings was within the period as prescribed under the provisions of Section 173 of the Act and as per provisions of the SEBI Listing Regulations.

Table 4: Board Meeting Details

Sr. No.	Date of Board Meetings	Total No. of Directors as on the date of meeting	Directors Present	% of attendance
1.	May 23, 2025	8	8	100
2.	July 15, 2025	7	7	100
3.	July 30, 2025	7	6	85.71
4.	August 13, 2025	7	7	100
5.	September 01, 2025	7	7	100
6.	September 25, 2025	7	6	85.71
7.	October 17, 2025	8	8	100
8.	November 21, 2025	8	8	100
9.	December 09, 2025	8	8	100
10.	February 12, 2026	8	8	100
11.	February 14, 2026	8	8	100
12.	February 25, 2026	8	8	100

8.2 Committee Meetings

The composition of the Audit Committee and other Statutory Committees constituted by the Board under the provisions of the Act and SEBI Listing Regulations are set out in the Corporate Governance Report, which forms the part of this Annual Report. The Committee Meetings held during the FY 2025-26 are as set out in the below table:

Table 5: Committee Meetings Details

Sr. Type of Meeting No.	Date of Meeting	Total No. of Members as on the date of meeting	Attendance
			No. of Members attended	% of attendance
1. Audit Committee	May 23, 2025	3	3	100
	July 15, 2025	3	3	100
	August 13, 2025	3	3	100
	August 30, 2025	3	3	100
	September 27, 2025	3	3	100
	October 17, 2025	3	3	100
	February 12, 2026	3	3	100
	February 14, 2026	3	3	100
	February 25, 2026	3	3	100

Table 5: Committee Meetings Details (Contd.)

Sr. Type of Meeting No.	Date of Meeting	Total No. of Members as on the date of meeting	Attendance
			No. of Members attended	% of attendance
2. Nomination and Remuneration Committee	August 19, 2025	3	3	100
	September 25, 2025	3	3	100
3. Corporate Social Responsibility Committee	July 15, 2025	3	3	100
	February 25, 2026	3	3	100
4. Stakeholders Relationship Committee	March 21, 2026	3	3	100
5. Risk Management Committee	October 15, 2025	3	2	66.67
	March 28, 2026	3	3	100
6. Sustainability Committee	August 30, 2025	4	4	100
7. Executive Committee*	September 18, 2025	3	3	100
	November 04, 2025	3	3	100
	November 27, 2025	3	3	100
	January 05, 2026	3	3	100
	January 21, 2026	3	3	100
	February 07, 2026	3	2	66.67

*The Board of Directors of the Company, at its meeting held on September 01, 2025, constituted an Executive Committee with a view to enhancing organizational efficiency and facilitating a smooth and expeditious decision-making process in relation to the borrowing and investment of funds of the Company.

The Executive Committee has been vested with the powers and responsibilities as specified under Section 179(3)(d), (e) and (f) of the Companies Act, 2013, which include the following:

?€? To borrow monies;

?€? To invest the funds of the Company; and

?€? To grant loans or give guarantees or provide security in respect of loans.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors of the Company confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) The Directors had selected such accounting policies and applied them consistently, and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit of the Company for the said period;

iii) The Directors had 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 any frauds and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

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

vi) The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws, and such systems are adequate and operating effectively.

10. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of corporate governance and adheres to the corporate governance requirements as set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices.

A detailed Corporate Governance Report as stipulated under Regulation 34(3) read with Part C of Schedule V of the SEBI Listing Regulations is forming part of this Annual Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance is also annexed with the Corporate Governance Report.

H. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, a Management Discussion and Analysis Report giving comprehensive coverage of the issues relating to the industry trends, Company performance, business and operations etc., is forming part of this Annual Report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2)(f) of the SEBI Listing Regulations, inter alia, provides that the annual report of the top 1000 listed entities based on the market capitalization, shall include a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures.

Anupam Rasayan India Limited being one of the top 1000 listed entities as on March 31, 2026, is presenting its Business Responsibility and Sustainability Report for the financial year 2025-26, which is forming part of the Annual Report and is also placed on the website of the Company at https://anupamcms. tinglabs.in/uploads/Business Responsibility and Sustainability Report FY 2025 26 c63d646313.pdf .

13. AUDITORS

13.1 Statutory Auditor

M/s. Rajendra & Co., Chartered Accountants, Mumbai (Firm Registration No.: 108355W), completed their term as Statutory Auditor at the conclusion of the 22 nd AGM. Pursuant to a special notice received from a shareholder, the Board proposed the appointment of M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat, (Firm Registration No.: 123626W) ("Statutory Auditor").

Accordingly, M/s. Natvarlal Vepari & Co., Chartered Accountants, were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 22 nd AGM held on September 26, 2025, to hold office untill the conclusion of the 27 th AGM of the Company to be held in the calendar year 2030.

The Statutory Auditor have confirmed that they are not disqualified from continuing as the Statutory Auditor of the Company.

Statutory Auditors Report:

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer, and hence, does not call for any further comments or explanations from the Board.

13.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulations 24A of the SEBI Listing Regulations, M/s. M D Baid & Associates, Practicing Company Secretaries, Surat, (Unique Identification No.: P2004GJ015700), a peer reviewed firm bearing no. 7396/2025, ("Secretarial Auditor") was appointed as the Secretarial Auditor of the Company, at the 22 nd AGM held on September 26, 2025, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to financial year 2029-30.

Secretarial Auditor have confirmed that they are not disqualified from continuing as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year 2025-26 is annexed to this Board Report and is marked as Annexure-BR-I . The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

13.3 Cost Auditor

Pursuant to the provisions of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has maintained the cost accounts and records for the FY 2025-26. The Board, on the recommendation of the Audit Committee, had appointed M/s Bhanwarlal Gurjar & Co., Cost Accountants, Surat (FRN: 101540) as Cost Auditor (the "Cost Auditor") to conduct the audit of the cost records maintained by the Company for the financial year 2025-26 pertaining to the products manufactured by it.

Further, the Board, on the recommendation of the Audit Committee, has appointed M/s Bhanwarlal Gurjar & Co., Cost Accountants (FRN: 101540) as Cost Auditor for the financial year 2026-27 and fixed their remuneration, subject to ratification by the Members at the 23 rd AGM. M/s Bhanwarlal Gurjar & Co., Cost Accountants, have confirmed that their appointment is within limits defined under Section 14l(3)(g) read with section 148 of the Act. The Board has also received a certificate from the Cost Auditor certifying their independence and arms length relationship with the Company. A necessary resolution seeking Members approval for ratification of remuneration payable to the Cost Auditor for the financial year 2026-27 is included in the Notice convening the 23 rd AGM.

13.4 Internal Auditor

M/s K.B. Daliya & Associates, Chartered Accountants, Surat (FRN: 126368W) was appointed as Internal Auditor of the Company for the FY 2025-26 to conduct the internal audit of the functions and activities of the Company. On the recommendation of the Audit Committee, the Board has re-appointed M/s K.B. Daliya & Associates, Chartered Accountants, as Internal Auditor of the Company to conduct the internal audit for the financial year 2026-27.

14. MAINTENANCE OF COST RECORDS

The Directors, to the best of their knowledge and belief, state that the Company has maintained adequate cost records as required to be maintained by the Company under the provisions of Section 148 of the Act.

15. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

15.1 Subsidiary Companies

The wholly-owned subsidiaries of the Company are as listed below:

Sl. No.	Name of the wholly-owned subsidiary ("WOS")	Corporate Identification Number/Registration No./File Number/License No.	Place of incorporation/ registration
1.	Jainam Intermediates Private Limited	U24304GJ2017PTC098269	Surat, Gujarat
2.	ARIL Transmodal Logistic Private Limited	U49231GJ2023PTC138896	Surat, Gujarat
3.	ARIL Fluorospeciality Private Limited	U20119GJ2023PTC142228	Surat, Gujarat
4.	Anupam Japan GK	8010403031484	Tokyo, Japan
5.	Anupam Europe AG	CHE-294.629.985	Basel, Switzerland
6.	Anupam USA, LLC	3157088	Delaware, United States of America (USA)
7.	Anupam General Trading FZE	116635531	Dubai, United Arab Emirates (UAE)
8.	Doriath S.a r.l. (WOS)	B300157	Luxembourg
8 (i)	Monitchem Kansas S.a r.l* [Step-down Subsidiary (Level-I)]	B227201	Luxembourg
8 (ii)	Kansas HoldCo Inc. [Step-down Subsidiary (Level-II)	7010910	Delaware, United States of America (USA)
8 (iii)	Kansas HoldCo 1, Inc. [Step-down Subsidiary (Level-III)]	7020417	Delaware, United States of America (USA)
8 (iv)	Jayhawk Fine Chemicals Corporation [Step-down Subsidiary (Level-IV)]	C21962-1995	Nevada, United States of America

*Monitchem Kansas S.a r.l. has been liquidated with effect from June 30, 2026.

Tanfac Industries Limited (CIN: L24117TN1972PLC006271) ("Tanfac") is a subsidiary Company over which the Company exercises effective control. The total aggregate shareholding of the Company in Tanfac as on March 31, 2026 is 51,46,162 fully paid-up equity shares of face value 55/- each, aggregating to 25.80% of the voting share capital of Tanfac. Tanfac is a material subsidiary of the Company in terms of the provisions of SEBI Listing Regulations. The Company has framed a policy in terms of Regulations 16(c) of the SEBI Listing Regulations for determining the material subsidiaries. The policy has been placed on the Companys website and can be accessed at anupamrasayan.com/investors/policies-practices/policy-on-related-party-transactions-and- material-subsidiaries

Notes:

?€? Doriath S.a r.l. was incorporated in Luxembourg and acquired by the Company during FY 202526 (acquisition completed on February 10, 2026). It became a wholly owned subsidiary and was designated as the acquisition vehicle for the Monitchem Group. The assignment of acquisition rights in its favour was executed on February 14, 2026.

?€? Monitchem Kansas S.a r.l. was the holding company of the Monitchem Group. The Company, through Doriath S.a r.l., completed the acquisition of Monitchem Kansas S.a r.l. and its subsidiaries as detailed below on February 27, 2026 pursuant to the SPA dated December 09, 2025.

?€? Kansas HoldCo Inc. was acquired indirectly as part of the Monitchem Group acquisition completed on February 27, 2026 through Doriath S.a r.l.

?€? Kansas HoldCo 1, Inc. was also acquired indirectly as part of the Monitchem Group acquisition completed on February 27, 2026 through Doriath S.a r.l.

?€? Jayhawk Fine Chemicals Corporation (the principal operating entity of the group) was acquired indirectly as part of the Monitchem Group acquisition completed on February 27, 2026 through Doriath S.a r.l.

15.2 Associate of the WOS:

Tangent Science Private Limited (CIN: U24290GJ2020PTC114057) is an Associate Company of Jainam Intermediates Private Limited, a wholly owned subsidiary of the Company.

Further, the Consolidated Financial Statements of the Company as on March 31, 2026 have been prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards as specified under Section 133 of the Act and the same form part of this Annual Report. The statement pursuant to Section 129(3) of the Act in respect of the aforementioned WOS, subsidiary and associate of the WOS in AOC-1 is annexed as Annexure-BR-VI to this Boards Report.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT

16.1 Investments Made

The Company has made the investments in the body corporates as per the Note No. 04 of the Audited Standalone Financial Statements for the FY 2025-26.

16.2 Loans and Guarantees

The Company has given loans and advances as per Note No. 06 of the Audited Standalone Financial Statements for the FY 2025-26.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into with related parties were on arms length basis during the FY 2025-26. During the year under review, the Company had not entered into any contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer to Note No. 32 of the Audited Standalone Financial Statements which set out related party disclosures pursuant to Ind AS.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed as Annexure-BR-II to this Boards Report.

19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company has always emphasized progress with responsibility towards the society and environment. We believe strongly in our core values of empowerment and betterment of the communities, societies and the country as a whole. With such guiding principles, the Company has laid the foundation of a comprehensive approach toward promoting and facilitating various aspects of our surrounding communities.

To demonstrate the responsibilities toward social upliftment in a structured way and in line with the applicability of Section 135 of the Act, your Company has framed a policy on corporate social responsibility ("CSR") to undertake programs/projects and take various initiatives under CSR, which is also available on the Companys website at https://www. anupamrasayan.com/investors/policies-practices/ csr-policy .

The report on CSR activities, along with an annexure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-BR-III to this Boards Report.

20. RISK ASSESSMENT AND MANAGEMENT POLICY

Risk management forms an integral part of the managements focus in respect of the business. An effective risk management framework has been put in place in the Company to analyze, control or mitigate the risks. The framework provides an integrated approach for managing the risks in various aspects of the business, which includes risk identification, classification, assessment, mitigation and reporting mechanisms.

In terms of Regulation 21 of the SEBI Listing Regulations, the Board had constituted the Risk Management Committee defining the Terms of Reference for the Committee. The composition of the Risk Management Committee, as on March 31, 2026, is as follows:

(i) Mr. Anand Desai, Managing Director- Chairperson of the Committee,

(ii) Mrs. Mona Desai, Vice-Chairperson and Wholetime Director- Member of the Committee, and

(iii) Mr. Milind Madan Talathi, Independent Director - Member of the Committee

The Risk Assessment and Management Policy of the Company has been placed on its website at anupamrasayan.com/investors/policies-practices/ risk-assessment-and-management-policy .

21. INTERNAL FINANCIAL CONTROLS

The Company has developed and maintained adequate measures for internal financial control for the year ended March 31, 2026. The Company has a well-established Enterprise Resource Planning (ERP) system in place for recording day-to-day transactions in the functions such as accounting, finance, procurement and sales. In addition to the internal checks and controls by the internal accounting and financial teams of the Company, M/s K.B. Daliya & Associates, Chartered Accountants, has been appointed as Internal Auditor by the Board. The Internal Auditor conducts the internal audit of the functions and activities of the Company, including accounting records, books of accounts, financial data, taxation data, stock audit, regulatory filings and other compliances under different laws, and presents quarterly audit reports before the Audit Committee of the Board.

22. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of the Company confirms that to the best of its knowledge and belief, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time, during the financial year under review.

23. SHARE CAPITAL

23.1 The Share Capital of the Company as on March 31, 2026

Table 6: Share Capital

Particulars	Number of Shares	Amount (9)
Authorised Share Capital Equity Share Capital of E 10/- each	125000000	1250000000/-
Issued, subscribed and fully paid-up share capital* Equity Share Capital of E 10/- each	113848310	1138483100/-

*During the year under review, the Company has issued and allotted 3914886 equity shares on preferential basis upon conversion of equivalent number of warrants and 2087 equity shares under Anupam - Employee Stock Options Plan 2020. ("Scheme").

After the closure of the year under review, the Company has issued and allotted 1531 equity shares under Anupam - Employee Stock Options Plan 2020.

23.2 Buy-back of Securities

The Company has not bought back any of its securities during the financial year under review.

23.3 Sweat Equity

The Company has not issued any sweat equity shares during the financial year under review.

23.4 Bonus Shares

The Company has not issued any bonus shares during the financial year under review.

23.5 Preferential Allotment

Pursuant to the approval of the Board in its meeting held on July 15, 2025, the Company has issued and allotted 3914886 (Thirty-Nine Lakh Fourteen Thousand Eight Hundred and Eighty-Six only) fully paid-up equity shares at an issue price of INR 945.11 per share, comprising face value of INR 10/- per share and premium of INR 935.11 per share, to non-promoters, upon exercise of their right to convert warrants into equal number of equity shares by way of preferential issue.

Further, pursuant to the provisions of Regulation 32 (7A) of the SEBI Listing Regulations, the proceeds amounting to 5550 Crores raised by the Company through the preferential issue have been fully utilized as on quarter ended December 31, 2025, without any deviation or variation, towards the objects specified below:

Table 7:

(Amount in INR crore)

Object for which funds have been utilized	Funds Allocated	Funds Utilized
Part or full Repayment of Loans	429.69	429.69
General corporate purposes	120.31	120.31
Total	550.00	550.00

23.6 Private Placement under Qualified Institutions Placement ("QIP")

The Company has not issued any share on private placement under QIP basis during the financial year under review.

23.7 Employees Stock Option Plan

Pursuant to the approval of the Board at its Meeting held on November 30, 2020, and the approval of the Members at their Meeting held on December 4, 2020, and September 30, 2021, the Company had introduced the "Anupam - Employee Stock Options Plan 2020" ("Scheme) to issue the employee stock options ("Options") to the eligible employees of the Company as per the Scheme. The Scheme has been created with an aggregate pool size of 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety-Five) Options, convertible into not more than 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety-Five) Equity Shares of the face value of 510/- (Rupees Ten) each fully paid-up of the Company. Each Option is convertible into one Equity Share of the Company. Options under Grant 1 and Grant 3 were exercisable within three years from the dates of vesting and Grant 2 was exercisable within one year from the date of vesting.

Each such Option confers a right upon the employee, who has been granted the Option(s) ("Grantee"), to get one Equity Share of the Company issued, in accordance with the terms and conditions of such issue, in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB and Sweat Equity) Regulations").

Table 8: Details of Grant, Vesting, Exercise & Allotment:

Pursuant to the Options unvested, lapsed or cancelled out of 1312795 (Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety Five) Options approved, the Nomination and Remuneration Committee had granted 1312760 (Thirteen Lakh Twelve Thousand Seven Hundred and Sixty) Options under Grant 1 on December 10, 2020; 107075 (One Lakh Seven Thousand and Seventy Five) Options under Grant 2 on January 20, 2022 and 6,260 (Six Thousand Two Hundred and Sixty) Options under Grant 3 on January 09, 2023, at an exercise price of 5 225/- per Option to the eligible employees under Scheme, exercisable after one year from the date of vesting.

13,12,795 OPTIONS APPROVED UNDER ESOP-2020 SCHEME
Grant 1	1312760
Date of Grant 1	December 10, 2020
Exercise price (s)	225/-
Vesting date	December 09, 2021	December 09, 2022	December 09, 2023
Vesting % and number of Options	33.34% of the Options granted in Grant 1 No. of Options: 4,37,674	33.34% of the Options granted in Grant 1 No. of Options: 4,37,674	33.32% of the Options granted in Grant 1 No. of Options: 4,37,412

	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares
	287272 Equity Shares	January 20, 2022	189726 Equity Shares	January 09, 2023	148336 Equity Shares	January 09, 2024
	37222 Equity Shares	March 07, 2022	38636 Equity Shares	February 25, 2023	52336 Equity Shares	March 08, 2024
	27970 Equity Shares	May 11, 2022	61162 Equity Shares	May 22, 2023	48792 Equity Shares	June 24, 2024
	12344 Equity Shares	July 22, 2022	43196 Equity Shares	September 04, 2023	37804 Equity Shares	October 29, 2024
	23530 Equity Shares	November 12, 2022	33999 Equity Shares	January 09, 2024	58606 Equity Shares	December 18, 2024
	2494 Equity Shares	January 09, 2023
Grant 2	1,07,075
Date of Grant 2	January 20, 2022
Exercise price (g)	225/-
Vesting date	January 19, 2023
Vesting %	100% of the Options granted in Grant 2

*After the closure of the year under review, the Company has issued and allotted 1,531 equity shares under Anupam - Employee Stock Options Plan 2020.

**Out of the 2088 Options, only 1531 Options were vested under 3 rd vesting of Grant 3, as Mr. Surya Prakash Laljee holding 557 Options resigned and such 557 Options were lapsed/cancelled before 3 rd vesting of Grant 3 and were pooled back in the Scheme.

Options exercised and Equity Shares allotted	26935 Equity Shares	13085 Equity Shares	23189 Equity Shares	25451 Equity Shares	8700 Equity Shares
Date of issue and allotment of Equity Shares	February 25, 2023	May 22, 2023	September 04, 2023	January 09, 2024	March 08, 2024
Grant 3	6,260
Date of Grant 3	January 9, 2023
Exercise price (g)	225/-

Vesting date	January 8, 2024		January 8, 2025		January 8, 2026
Vesting % and number of Options	1/3 rd of the Options granted in Grant 3 No. of Options: 2085		1/3 rd of the Options granted in Grant 3 No. of Options: 2087		1/3 rd of the Options granted in Grant 3 No. of Options: 2088**
Options exercised and Equity Shares allotted	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares	Vested but unexercised as of March 31, 2026.*
	1846 Equity Shares	March 08, 2024	2087 Equity Shares	August 19, 2025
	239 Equity Shares	December 18, 2024

The certificate of the Practising Company Secretaries regarding the implementation of Scheme being in accordance with SEBI (SBEB and Sweat Equity) Regulations, would be placed at the 23 rd AGM or posted electronically for the inspection of the Members.

The details of Options granted, exercised, vested and lapsed during the FY 2025-26 and other particulars as required under the Act and the SEBI (SBEB and Sweat Equity) Regulations, in respect to the Scheme are annexed as Annexure-BR-IV to this Board Report.

24. PUBLIC DEPOSITS

The details relating to the deposits covered under Chapter V of the Act are as under:

(a) Deposits accepted during the year: Your Company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Act, and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the year: N.A.

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year: N.A.

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: N.A.

25. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The appointment, removal and remuneration of the Directors are subject to the recommendations of the Nomination and Remuneration Committee ("NRC") and in accordance with the provisions of the Act and the SEBI Listing Regulations. The Company has a policy on the appointment and remuneration of the Directors, which, inter alia, provides the criteria for determination of the qualifications, attributes, independence of a director, diversity, and other matters.

The Nomination and Remuneration Policy has been formulated under the provisions of the Act and the SEBI Listing Regulations and covers remuneration of the Directors, Key Managerial Personnel and the senior management personnel, identification and criteria for selection of appropriate candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel. The said policy is available on the website at https://www.anupamrasayan. com/investors/policies-practices/nomination-and- remuneration-policy .

26. ANNUAL PERFORMANCE EVALUATION

Pursuant to the Guidance Note on Board Evaluation issued by SEBI vide its Master Circular No. HO/49/l4/l4(7)2025-CFD-POD2/l/3762/2026 dated January 30, 2026, the Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board as a whole, its Committees, individual Directors including Chairperson and Vice- Chairperson of the Board, and the Chief Executive Officer ("CEO") of the Company. The criteria, inter alia, includes effectiveness of the functioning and culture of Board and its Committees, the extent to which the Directors exercise their responsibilities in a bona fide manner, devotes sufficient time and attention to their professional obligations for informed and balanced decision making.

The Independent Directors, in their separate meeting held on March 27, 2026, which was attended by all the Independent Directors, assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board. They also evaluated the performance of (i) the Board as a whole; (ii) Non-Independent Directors; (iii) the Chairperson and Vice-Chairperson; and (iv) CEO of the Company, required to effectively and reasonably perform their duties. None of the Non-Independent Directors or Members of the management attended this meeting.

The performance of the Individual Directors, including the Chairperson, Vice-Chairperson and the Chief Executive Officer, of the Company was separately evaluated by all the Members of the Nomination and Remuneration Committee. Further, the performance of the Board as a whole, its Committees, Individual Directors including Chairperson and Vice- Chairperson of the Board, and the CEO of the Company, was also evaluated by all the Directors of the Company.

27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has the Audit Committee of the Board constituted in pursuance to the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The Audit Committee has 3 Members as on March 31, 2026, as provided below:

- Mr. Ketan Desai, Chairperson of the Committee,

- Dr. Madhuri Sawant, Member of the Committee, and

- Mr. Anand Desai, Member of the Committee.

The Company has established a vigil/whistle blower mechanism, formulating a policy for providing a framework for a responsible and secure vigil/ whistle blower mechanism approved by the Board. The Company has provided adequate safeguards against the victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. Mr. Anand Desai, Managing Director, is the vigilance officer for this purpose. The vigil/whistle blower policy of the Company is available at the website of the Company at anupamrasayan.com/investors/ policies-practices/vigil-mechanism-whistle-blower- mechanism-policy .

28. PARTICULARS OF EMPLOYEES/

MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details pursuant to Section 197(12) of the Act and Rule 5(l), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) are annexed and marked as Annexure-BR-V .

29. DISCLOSURE UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, customers, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation.

The Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act, 2013, ("POSH Act")., The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. All employees (permanent, contractual, temporary, trainees) and applicable complainant(s) are covered under this policy. This policy allows to report sexual harassment, if any, at the workplace. Further, the Company conducts regular awareness programs in this regard. The Internal Committee (the "IC/Committee") is empowered to look into all complaints of sexual harassment and facilitate a free and fair enquiry process with clear timelines.

Further, in terms of the provisions of the Act, the details in relation to the POSH Act, for the financial year ended on March 31, 2026 are as under:

No. of complaints of sexual harassment received during the financial year: NIL

No. of complaints disposed off during the financial year: NIL

No. of complaints pending as on end of the financial year: NIL

No. of cases pending for more than ninety days: NIL

30. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. The Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

31. REPORTING OF FRAUDS

During the year under review, the Internal Auditor, Statutory Auditor, Cost Auditor and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company under Section 143 (12) of the Act. Hence, no such details are required to be mentioned in this Board Report.

32. OTHER STATUTORY DISCLOSURES

32.1 Statement of deviation(s) or variation(s)

In terms of Regulation 32 of the SEBI Listing Regulations, there was no deviation or variation in connection with the objects of the issue mentioned in the Prospectus dated March 17, 2021, in respect of the Initial Public Offering of the Company and preferential issue(s), as mentioned above in Table No. 7.

32.2 Compensation from subsidiaries or associates to the Managing Director and Whole-time Director

The Managing Director and the Whole-time Directors of the Company have not received any remuneration or commission from any of the subsidiaries or associates of the Company.

32.3 Significant and material orders passed by Regulators/Courts/Tribunals

No significant and material order has been issued by any regulator/court/tribunal or any other statutory authority during the financial year under review that would impacts the going concern status or future operations of the Company.

32.4 Material changes and commitments after the closure of the year

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year ended March 31, 2026 and the date of this Report, excepted as stated below.

Issue and Allotment of Non-Convertible Debentures

Subsequent to the close of the financial year ended March 31, 2026, the Board of Directors of the Company, at its meeting held on May 23, 2026, approved the issuance of up to 16,000 (sixteen thousand) INR denominated, secured, rated, unlisted and redeemable non-convertible debentures ("NCD") having a nominal value of 51,00,000 (Indian Rupees One Lakh Only) each, aggregating to 5160 Crores (Indian Rupees One Hundred Sixty Crores Only), at par, in dematerialised form and on a private placement basis to Aditya Birla Capital Limited, on the terms and conditions as set out in the relevant Debenture Documents.

Pursuant to the aforesaid approval, the Company issued and allotted 16,000 (sixteen thousand) NCDs on May 26, 2026, aggregating to 5 160 Crores.

Agreement for acquisition of controlling stake in Bliss GVS Pharma Limited

Subsequent to the closure of the financial year, the Board approved the proposed acquisition, directly or indirectly, of equity shares carrying voting rights of up to 74.20% of the total paid up share capital and control of the Bliss GVS Pharma Limited (CIN: L24230MH1984PLC034771), a public limited company whose equity shares are listed on BSE Limited and the National Stock Exchange of India Limited ("Target Company"), through the proposed transfer of up to 4,58,03,024 (Four Crore Fifty-Eight Lakh Three Thousand Twenty Four) fully paid up equity shares of the Target Company equivalent to 43.30% of the total paid up share capital of the Target Company at a price of INR 299/- (Indian Rupees Two Hundred Ninety-Nine) per equity share aggregating to up to INR 1369,51,04,176 (Indian Rupees One Thousand Three Hundred Sixty-Nine Crore Fifty-One Lakh Four Thousand One Hundred Seventy-Six) subject to closing occurring under, and in accordance with the terms of, a share purchase agreement proposed to be executed amongst identified sellers, the Target Company and the Company ("SPA"). In addition, in terms of the SPA, the Company has an option to acquire any or all of the residual Equity Shares held by the Sellers (being up to 51,81,571 Equity Shares which represent 4.90% of the equity share capital of the Target Company ("Option Shares"), on the Closing Date at the SPA Price, pursuant to a call option available with the Company in terms of the SPA.

Further, in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Company has also made a mandatory Open Offer for the acquisition of up to 2,77,26,848 fully paid- up equity shares of face value INR 1 each, representing 26.00% of the Expanded Voting Share Capital of the Target Company, from its Public Shareholders. The Open Offer was announced pursuant to the Public Announcement dated May 23, 2026. Consequently, the Company acquired 1,669 equity shares tendered by the Public Shareholders of the Target Company under the Open Offer.

32.5 Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, during the year under review.

32.6 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 There has been no such instance of one-time settlement in respect of loan availed by the Company from the banks or financial institutions.

33. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

34. ACKNOWLEDGEMENT

The Directors express their gratitude and appreciation to the authorities of the various departments of the Central and State Government(s), the Companys stakeholders and employees of the Company. The Directors also take this opportunity to thank the Companys valued customers, bankers, financial institutions, suppliers, and the Members who have extended their support to the Company.

This Report has been prepared in accordance with the provisions of the Act, the rules framed thereunder (each as amended from time to time), the SEBI Listing Regulations, SEBI (SBEB and Sweat Equity) Regulations and the other disclosure requirements as may be applicable under any applicable statutory law(s).

For and on behalf of the Board of Directors of Anupam Rasayan India Limited

	Anand Desai	Mona Desai
Date: September 07, 2026	Managing Director	Whole-time Director
Place: Surat	DIN:00038442	DIN:00038429