ARC Insulation & Insulators Ltd Directors Report

To

Dear Members,

ARC INSULATION & INSULATORS LIMITED

Our Directors have pleasure in presenting the 18 th Annual Report of the Company together with the Audited Statement of Accounts and Auditors Report thereon for the year ended 31 st March, 2026.

01. FINANCIAL SUMMARY

(Rs. in Lacs)

PARTICULARS	2025-26	2024-25
Revenue From Operations	2086.86	3271.64
Other Income	84.93	43.68
Total Income	2171.79	3315.32
Less: Cost of materials consumed	1317.42	1704.49
Less: Changes in inventories	(118.44)	(118.44)
Less: Employee benefits expense	297.87	159.17
Less: Finance costs	18.27	41.91
Less: Depreciation and Amortisation expense	101.33	92.63
Less: Other expenses	277.02	276.27
Total Expenses	1893.48	2155.88
Exceptional Items	0.00	0.00
Profit/(Loss) before taxation	278.31	1159.44
Current tax	83.37	299.96
Deferred tax	(13.26)	(9.12)
Income tax related to earlier years	22.70	0.00
Profit/(Loss) after tax	185.51	868.60
Add: Share of Profit / (Loss) for the period from Associate	0.00	0.00
Profit / (Loss) for the period	185.51	-
Earnings Per Share (Rs. 10/- each)	-	-
Basic (in Rs.)	2.05	12.32
Diluted (in Rs.)	2.05	12.32

02.Change in Nature of Business, if any:

There has been no change in the nature of the business during the year under review.

03. REVIEW OF OPERATIONS AND AFFAIRS OF THE COMPANY:

The Company is engaged in the business of manufacturing of Glass Fiber Reinforced Polymers (GFRP) and composite products.

The Companys performance is as under:

?–  Revenue from operations stood at Rs. 20,86,86,000/-

?–  Profit for the year stood at Rs. 1,85,51,000 /-

?–  Earnings per share was Rs. 2.05 /-

04. INITIAL PUBLIC OFFER:

During the year, pursuant to the Initial Public Offering ("IPO") of ARC INSULATION & INSULATORS LIMITED ("Company"), which opened for subscription on 32,95,000 equity shares of face value of Rs. 10 each to the respective applicants in the various categories as approved in consultation with the authorized representative of the Designated Stock Exchange viz. National Stock Exchange of India Limited, and such allottees received credit for the Equity Shares directly into their depository account.

The below-mentioned table shows the Schedule for applications received and the allotment to the Applicants

Sr. No.	Category	No. of equity shares available for allotment	Valid Shares received	Equity shares allotted	Issue Price	Total Allotment (Amount in Rs.)
1.	Qualified Institutional Buyers- Anchor Investors	937000	1240000	937000	125	117125000
2.	Qualified Institutional Buyers- Mutual Funds and Others	626000	9443000	626000	125	78250000
3.	Non-institutional Investors	471000	12480000	471000	125	58875000
4.	Retail	1096000	18854000	1096000	125	137000000
5.	Market maker	165000	165000	165000	125	20625000
	Total	3295000	42182000	3295000	125	411875000

05. LISTING OF SHARES ON SME PLATFORM OF NSE LIMITED

During the financial year 2025-26, ARC Insulation & Insulators Limited has successfully listed its equity shares on the SME Platform of NSE Limited on August 29, 2025. This significant milestone marks a new chapter in the Companys growth journey, providing it with enhanced visibility and access to a broader investor base.

06. UTILIZATION OF FUNDS

The details of Utilization of funds from IPO are as follows:

Amt in Rs. (lakhs)

Particulars	Amount as proposed in the Offer	Amount utilised	Total un-utilised
	Document (Net of Issue expenses)		amount
		Till March 31, 2026
Capital Expenditure	815.67	316.69	498.98
Working Capital Requirements	1634.61	658.34	976.27
General Corporate Purpose	293.82	-	293.82
Purchase of New Office Space	305.64	297.19	8.45
Debt repayment	118.30	118.30	-
Total	3168.04	1390.52	1777.52

Out of Net IPO proceeds which were unutilized as at March 31, 2026, INR 1777.52 lakhs are temporarily invested in fixed deposit maintain with Bank.

07. CAPITAL STRUCTURE OF THE COMPANY

The authorized share capital of the Company as on 31st March, 2026 is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10 each. The issued, subscribed, and paid-up share capital as on 31st March,2026 is Rs. 10,29,73,800/- divided into 1,02,97,380 equity shares of Rs. 10 each. Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, has allotted total 32,95,000 Equity Shares Rs. 10/- each to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.

08. TRANSFER TO RESERVES

During the financial year under review, no amount was transferred to reserves.

09. DIVIDEND

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore do not propose any dividend for the financial year ended March 31, 2026.

10. WEB LINK OF ANNUAL RETURN, IF ANY:

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https ://www.arcinsulations.com

11. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company has complied with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Master Directions, circulars and guidelines issued by the Securities and Exchange Board of India during the financial year under review, except for certain instances of non-compliance, which have been disclosed in the Secretarial Audit Report .

12. PUBLIC DEPOSITS

The Company has not invited/accepted any Deposit within the meaning of Chapter V of the Companies Act, 2013. Hence, there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been change in the Constitution of the Board during the year under review.

I. ) Appointment of Mr. Aman Bajoria (DIN: 11391711):

The Board of Directors of the Company ("the Board"), at its meeting held on 29 th November, 2025, appointed Mr. Aman Bajoria (DIN: 11391711) as an Additional Director (Non-Executive) of the Company. The said appointment shall be approved by the Members of the Company at the ensuing Annual General Meeting.

II. ) Resignation of Ashish Bajoria (DIN: 10661463 from the Position of Non-Executive Director:

Ashish Bajoria (DIN: 10661463) resigned as Non-Executive Director w.e.f November 30, 2025 after the closure of Business Hours.

III. ) Resignation of Shraddha Dhacholia as Company Secretary & Compliance Officer (KMP):

Shraddha Dhacholia (F11105) resigned from the position of Company Secretary & Compliance Officer w.e.f 30 th November, 2025.

IV. ) DIRECTOR RETIRE BY ROTATION:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Ms. Neelam Bajoria (DIN: 02250051) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board has recommended their Re- appointment.

V.) KEY MANAGERIAL PERSONNEL (KMP)

The Company is having the following Key Managerial Personnel during the year:

14. MAJOR EVENTS OCCURRED DURING THE YEAR:

ARC Insulation & Insulators Limited has successfully listed its equity shares on the SME Platform of NSE Limited on August 29, 2025.

Name	Designation
Mr. Manish Bajoria	Managing Director
Mr. Manish Bajoria	Chief Financial Officer
Ms. Shraddha Dhacholia	Company Secretary and Compliance Officer (Resigned w.e.f. 30.11.2025)

15. CHANGE IN REGISTERED OFFICE:

The Board approved the updation in the existing registered office address, including correction of the PIN Code and District name - South 24 Parganas. The updated address was submitted to the statutory authorities and exchanges upon completion of necessary formalities.

16. CREDIT RATING OF SECURITIES :

During the financial year under review, the Company has not taken or issued any unsupported bank borrowings or plain vanilla bonds or any debt instruments, and neither has obtained any credit rating from credit rating agencies.

17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, the Company was not required to transfer any funds or equity shares to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Companies Act, 2013. The Company also does not have any unclaimed dividend pending transfer to the Unpaid Dividend Account.

18. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES /POLICIES:

Your Directors are pleased to report that your Company has Complied with the:

1. Dividend Distribution Policy https://www.arcinsulations.com

2. Code of Business Principles and Conduct;

3. Code of Prevention of Insider Trading in Global securities by the designated persons (insider) (as amended from time to time);

4. Code for Vigil Mechanism - Whistle Blower Policy;

5. Code for Independent Directors;

6. Corporate Social Responsibility Policy;

7. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

8. Policy for determining of material Subsidiary (Regulation 16 of the SEBI (_LODR) Regulations, 2015);

9. Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

10. Policy for determination of materiality based on specified criteria and accordingly, grants authorization for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015). The aforesaid code(s) and policy(ies) are posted and available on the Companys website https://www.arcinsulations.com

19. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended 31st March, 2026, 14 (fourteen) Board Meetings of the Board of Directors of the Company were held on 21.04.2025, 16.06.2025, 18.06.2025, 06.08.2025, 07.08.2025, 12.08.2025, 16.08.2025, 18.08.2025, 26.08.2025, 10.10.2025, 17.11.2025, 29.11.2025, 01.12.2025 and 20.02.2026. The Company has observed the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding meeting of Board of Directors and that the time gap between two consecutive board meetings was not more than one hundred and twenty days. The necessary quorum was present in all the meeting as follow:

S. No.	Date of Board Meeting	No. of Directors Eligible	No. of Directors attended the Meeting
1	21.04.2025	5	4
2	16.06.2025	5	3
3	18.06.2025	5	4
4	06.08.2025	5	5
5	07.08.2025	5	2
6	12.08.2025	5	3
7	16.08.2025	5	3
8	18.08.2025	5	3
9	26.08.2025	5	3
10	10.10.2025	5	2
11	17.11.2025	5	4
12	29.11.2025	5	2
13	01.12.2025	5	3
14	20.02.2026	5	3

20. AUDIT COMMITEE- SECTION 177 OF THE COMPANIES ACT, 2013

The primary objective of the Committee is to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Audit Committee Charter is available on the website of the company. The Committee comprises 3 Directors, and the Chairman is an Independent Director. The Composition of the Committee as on 31st March 2026 and attendance of the members is given hereunder:

S.No.	Name	Nature of membership	Nature of directorship
1	Ms. Chetna Gupta	Chairperson	Independent Director
2	Ms. Suruchi Jain Virendra Kumar Jain	Member	Independent Director
3	Mr. Manish Bajoria	Member	Managing Director

During the year ended March 31, 2026, 5 (five) Audit Committee Meetings were held on 18.06.2025, 06.08.2025, 18.08.2025, 17.11.2025 and 20.02.2026

S.No.	Date of Audit Committee Meeting	No. of Directors Eligible	No. of Directors attended the Meeting
1	18.06.2025	4	3
2	06.08.2025	4	4
3	18.08.2025	4	3
4	17.11.2025	4	3
5	20.02.2026	3	3

21. NOMINATION AND REMUNERATION COMMITTEE - SECTION 178 OF THE COMPANIES ACT, 2013

The Nomination & Remuneration Committee comprises 3 Non-Executive Directors and the Chairperson is an Independent Director. The Composition of the Committee as on 31st March 2026 and attendance of the members is given hereunder:

S.No.	Name	Nature of membership	Nature of directorship
1	Mr. Aman Bajoria	Chairperson	Non-Executive Director
2	Ms Suruchi Jain Virendra Kumar Jain	Member	Independent Director
3	Ms. Chetna Gupta Aman Bajoria	Member	Independent Director

During the year ended March 31, 2026, 3 (three) Nomination and Remuneration Committee Meetings were held.

S.No.	Date of Nomination and Remuneration Committee Meeting		No. of Directors Eligible		No. of Directors attended the Meeting
1	18.09.2025		3		2
2	29.11.2025		3		2
3	01.12.2025		3		2

22. STAKEHOLDERS RELATIONSHIP COMMITTEE - SECTION 178 OF THE COMPANIES ACT, 2013

The Committee comprises 3 Directors, and the Chairman is a Non-Executive Director. The Composition of the Committee as on 31st March 2026 and the attendance of the members are given hereunder:

S.No.	Name	Nature of membership	Nature of directorship
1	Ashish Bajoria/Aman Bajoria*	Chairman	Non-Executive Director
2	Manish Bajoria	Member	Managing Director
2	Ms. Suruchi Jain Virendra Kumar Jain	Member	Independent Director

*Mr. Aman Bajoria was appointed on 29.11.2025 and Mr. Ashish Bajoria ceased on 30.11.2025.

During the year ended March 31, 2026, 1 (one) Stakeholders Relationship Committee Meeting was held.

S.No.	Date of Stakeholders Relationship Committee Meeting	No. of Directors Eligible	No. of Directors attended the Meeting
1	17.11.2025	3	3

23. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated the Nomination and Remuneration Policy, which contains the matters with regard to criteria for appointment of Directors and determining Directors independence and policy on remuneration for Directors, and other employees, and the same is placed at the Companys website https://www.arcinsulations.com

24. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of the Company have given a declaration to the effect that they meet the criteria of independence as provided under Section 149(7) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors of the Company are persons of integrity and possess the expertise and experience required to discharge their duties effectively.

25. PARTICULARS OF EMPLOYEES

There are no employees getting salary in excess of the limit as specified under the provisions of Section 134 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year under review. The Disclosure required under the provisions of Section 197 of the Act read with Rule 5 (1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure 3.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company confirms that it has-

(a) Followed in the preparation of the Annual Accounts the applicable accounting standards with proper explanations relating to material departures if any;

(b) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of your Company as at the end of the financial year and of the profit & Loss of your Company for that period;

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

(d) Prepared the annual financial statements on a going concern basis;

(e) Laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively;

(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. MATERIAL CHANGES AND COMMITMENTS

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

28. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any Subsidiary or Joint Venture or Associate. Thus, the requirement of annexing Form AOC-1 is not applicable to the Company.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES (SECTION 188):

All related party transactions that were entered into during the period under review were on an arms length basis and were in the ordinary course of business. There are no material related party transactions made by the Company with any related parties of the Company. Hence, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014 however, all the related party transactions undertaken by the Company during the period under review are disclosed under Notes to the Financial Statements of the Company.

Policy on RPTs and dealing with RPTs has been formulated and may be accessed from the Companys website https ://www.arcinsulations.com

30. VIGIL MECHANISM

The Company has in place a Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015, which provide adequate safeguards against victimisation of employees/directors who avail of the mechanism and also provide for direct access to the Chairman of the Committee in exceptional cases. The policy has been posted on the Companys website https://www.arcinsulations.com . Your Company is committed to adhering to the highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from victimization, for whistle blowing in good faith.

31. POLICY ON DISCLOSURE OF MATERIALITY:

The Company has adopted the policy as required under SEBI (LODR) Regulations, 2015.

32. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

33. RISK MANAGEMENT

The Board of Directors of the Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, which, in the opinion of the Board, may threaten the existence of the Company, and the same can be accessed at https://www.arcinsulations.com

34. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENT

The Company has in place adequate internal financial controls with reference to financial statements commensurate with its size and operations to be followed by the Company. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE TRIBUNALS, REGULATORS AND COURT

There are no significant material orders passed by the Regulators, Tribunal or Courts which would impact the going concern status of the Company and its future operations.

36. CORPORATE SOCIAL RESPONSIBILITY:

As the provisions of Section 135 of the Companies Act, 2013 apply to it. The Company has formulated or implemented a Corporate Social Responsibility (CSR) policy.

The Company has approved CSR policy and also constituted a Corporate Social Responsibility Committee. The manner in which the amount is spent during the financial year is disclosed in Annexure 2 .

39. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE

REPORTABLE TO CENTRAL

GOVERNMENT:

The Statutory Auditor has not reported any incident of fraud committed in the Company by its Officers or Employees as per sub-section (12) of Section 143 of the Companies Act, 2013 during the financial year.

40. COMPLAINCE WITH SECRETARIAL STANDARD:

The Company is in compliance with the applicable secretarial standard issued by the Institute of

Company Secretary of India and approved by Central Government under section 118(10) of the Act.

41. LISTING OF EQUITY SHARES:

The Company is a listed on August, 29, 2025 bearing the ISIN: INE0YDV01010 on the National Stock Exchange of India Limited ("NSE").

42. MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

The Company is not required to maintain cost records in terms of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

43. AUDITORS CERTIFICATE ON

CORPORATE GOVERNANCE:

Corporate Governance Report under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to our company as our company is claiming exemption under Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Corporate Governance provisions shall not apply to (i) the listed entity having paid up Equity share capital not exceeding rupees 10 Crores and net worth not exceeding rupees 25 Crores, as on the last day of previous financial year, and; (ii) Company Listed in SME Platform; so it is exempted under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

44. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :

Managements Discussion and Analysis Report for the year under review, as stipulated under Schedule V (B) of Regulation 34 (2) (e) of SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015, is appended as Annexure 1 to this report.

37. DETAILS OF APPLICATION /PROCEEDINGS PENDING UNDER IBC DURING YEAR ALONG WITH STATUS AT THE END OF THE FINANCIAL YEAR

During the period under review, no application/proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

38. DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN:

There is no such case where valuation is required to be obtained by the Company.

45. AUDITORS:

I) . STATUTORY AUDITOR:

M/s. Jay Gupta & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of 17 th Annual General Meeting of the Company until the conclusion of the 21 st Annual General Meeting of the Company to be held in the year 2030.

II) . SECRETARIAL AUDITOR:

In terms of Section 204 of the Act and the rules made thereunder, M/s. N.K. & Associates, Practicing Company Secretary, have been appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 4 to this report, and the comments of the Board of Directors are in Annexure 5.

III) . INTERNAL AUDITOR:

In terms of Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules 2014 made there under, Mr. Vineet Kedia, Chartered Accountant have been appointed as the Internal Auditor of the Company.

46. BOARDS COMMENT ON THE AUDITORS REPORT:

I) . STATUTORY AUDITOR REPORT:

With regard to the observation of the Statutory Auditors concerning non-utilisation of the prescribed 2% of the average net profits of the Company, computed in accordance with Section 198 of the Companies Act, 2013, towards Corporate Social Responsibility (CSR) expenditure for the financial year 2025-26 as

at the date of issuance of the Auditors Report, the Board of Directors states that the Company subsequently fulfilled its CSR obligation by incurring the requisite CSR expenditure after the issuance of the Auditors Report. The details of the CSR expenditure incurred by the Company are disclosed in Annexure 2 forming part of this Report.

II) . SECRETARIAL AUDITOR REPORT:

The report given by the Secretarial Auditor pursuant to Section 204(1) of the Companies Act, 2013 and management has taken note of the comments/observations given by the Secretarial Auditor and, to duly comply with the same, is enclosed to this report in Annexure 5.

47. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy-efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimise breakdowns and loss of energy.

The company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

Steps taken by company for utilizing alternate sources of energy - NIL Capital investment on energy conservation equipment - NIL

B. Foreign Exchange earnings and outgo

Earnings	NIL
Outgo	NIL

There have been no foreign exchange earnings and outgo during the year under review.

48. PERFORMANCE EVALUATION:

The Company has framed the criteria for performance evaluation of Independent Directors, the Board, the Board Committees and other individual Directors. criteria for performance evaluation of the Chairman & Managing Director, Executive Director and Non-Independent Director have also been framed.

The criteria for performance evaluation of Directors among others includes factors such as preparation, participation, engagement, personality and conduct, value addition, strategic planning and vision, team spirit and consensus building, leadership quality, understanding and focus on key business issues, independent thinking and judgment, quality of analysis, experience and business wisdom, management qualities, awareness, motivation, integrity, ethics and receptivity. The criteria for evaluating the Boards functioning/effectiveness inter alia include its structure, strategic review, business performance review, internal controls, processes and procedures.

On the basis of the criteria framed, a process was followed by the Board for evaluating the performance of individual Directors, its own performance and its Committees. The Nomination and Remuneration Committee also evaluated the performance of every individual Director. The Independent Directors in their separate Meeting also carried out the performance evaluation of the Managing Director, Executive Director and Non-Executive Director as well as the Board of the Company. The Directors expressed overall satisfaction with the performance and functioning of the Board, its Committees and the Directors.

49. DISCLOSURE FOR COMPLIANCE WITH OTHER STATUTORY LAWS:

a. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has complied with provisions relating to the constitution of internal complaints committee under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013.

The Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 did not receive any Complaints during the financial year 2025-26.

Particulars	Cases
(i) Number of Sexual Harassment Complaints received during the year	0
(ii) Number of Sexual Harassment Complaints disposed off during the year	0
(iii) Number of Sexual Harassment Complaints beyond 90 days.	0

b. MATERNITY BENEFITS ACT, 1961:

The provisions of the Maternity Benefit Act, 1961, have been complied with during the financial year under review.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on 31st March, 2026:

Particulars	Status
(a) Number of Male Employees	108
(b) Number of Female Employees	0
(c) Number of Transgender Employees	0

50. GREEN INITIATIVES & ACKNOWLEDGEMENT AND OTHERS

As a responsible corporate citizen, the Company supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the Green Initiative, Your Directors wish to place on record their appreciation for the committed services and the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledges the valuable guidance and co-operation received from financial institutions, banks and Government authorities. The Board also places its deep sense of appreciation to all the shareholders and investors for the trust reposed by them in the Company.

OTHERS: Key Financial Ratio

Key Financial Ratios for the financial year ended March 31, 2026, are provided in the Note No. 28 of Financial Statement.

On behalf of the Board of Directors For ARC INSULATION & INSULATORS LIMITED

	SD/-	SD/-
	MANISH BAJORIA	NEELAM BAJORIA
Place: Kolkata	Managing Director	Director
Date: 07.09.2026	DIN: 02203237	DIN: 02250051