CMR Green Technologies Ltd Directors Report

Dear Members,

The Board of Directors present the Companys Twenty First (21st) Annual Report and the Companys audited financial statements for the financial year ended March 31, 2026.

FINANCIAL RESULTS

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2026 is summarized below:

STANDALONE FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

( ? in Crore)

PARTICULARS	AS ON 31st MARCH, 2026	AS ON 31st MARCH, 2025
Revenue from operation	5,070.65	4,594.76
Other Income	46.11	43.34
Total Revenue	5,116.76	4,638.10
Expenses	4,873.82	4,446.14
Profit Before Depreciation, Interest and Tax (PBDIT)	242.94	191.96
Depreciation and Interest	74.75	65.99
Profit/(Loss) before Tax	168.19	125.97
Tax Expenses	41.39	29.87
Profit/(Loss) after Tax	126.80	96.10
Other comprehensive income	(58.81)	(0.14)
TOTAL INCOME	67.99	95.96

CONSOLIDATED FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

( ? in Crore)

PARTICULARS	AS ON 31st MARCH, 2026	AS ON 31st MARCH, 2025
Revenue from operation	8,640.19	6,669.09
Other Income	19.05	30.18
Total Income	8,659.24	6,699.27
Expenses	8,186.72	6,365.36
Profit before share in loss of Joint ventures, exceptional item and tax	472.52	333.91
Share in (loss) of Joint Ventures (net of tax)	(4.03)	(4.93)
Profit Before Depreciation, Interest and Tax (PBDIT)	468.49	328.98
Depreciation and Interest	168.28	123.90
Profit/(Loss) before Tax	300.21	205.08
Tax Expenses	71.83	50.03
Profit/(Loss) after Tax	228.38	155.05
Other comprehensive income	(165.69)	(0.15)
TOTAL INCOME	62.69	154.90

SUMMARY OF FINANCIAL PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES

During the financial year 2025-26 the Companys performance on standalone basis and consolidated basis is as follows:

Standalone Performance

During the financial year under review, the Company has earned a total income of Rs. 5,116.76 Crore as compared to Rs. 4,638.10 Crore in the previous financial year.

During the financial year under review Company earned profits of Rs. 126.80 Crore as compared to profit of Rs. 96.10 Crore incurred during the previous financial year.

Consolidated Performance

During the financial year under review, the Company earned total revenue of Rs. 8,659.24 Crore as compared to Rs. 6,699.27 Crore during the previous financial year.

During the financial year under review Company earned profits of Rs. 228.38 Crore as compared to profit of Rs. 155.05 Crore incurred during the previous financial year.

During the financial year 2025-26, the Board of Directors of your Company reviewed the affairs of the subsidiary companies in accordance with Section 129(3) of the Act. Consolidated financial statements together with the statutory auditors report thereon form part of the Annual Report.

TRANSFER TO RESERVES

The Company has transferred its profits for the financial year 2025-26 to reserves keeping in view the expansion plan of the Company.

DIVIDEND

During the financial year 2025-26, your directors had not recommended any dividend to the Shareholders.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company was not required to transfer any unpaid and unclaimed dividends to the Investor Education and Protection Fund (IEPF) during the Financial Year 2025-26.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 53,34,26,780/- divided into 26,67,13,390 equity shares of Rs. 2 each/- and Paid-Up Share Capital of the Company is Rs. 43,81,10,978/- divided into 21,90,55,489 equity shares of Rs. 2 each at the end of financial year 2025-26.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

During the period between the end of the financial year and the date of this Report, the Company successfully completed its Initial Public Offering (IPO) comprising an Offer for Sale of equity shares by the Promoter Selling Shareholders and Investor Selling Shareholder. Pursuant to the successful completion of the IPO, the equity shares of the Company were listed on BSE Limited and the National Stock Exchange of India Limited on 10 June 2026. Consequently to the listing, the Company is now governed by the provisions applicable to listed entities under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there were no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31st March, 2026, following are the subsidiaries/ joint venture/associates of the Company:

Name of the Companies	Percentage of Shareholding	Nature of Company
CMR Nikkei India Pvt. Ltd.	74%	Joint Venture/ Subsidiary
CMR-Toyotsu Aluminium India Pvt. Ltd.	70%	Joint Venture/ Subsidiary
CMR Welfare Foundation	90%	Subsidiary
Nikkei CMR Aluminium India Pvt Ltd	26%	Associate
CMR Aluminium India Pvt Ltd	100%	Wholly Owned Subsidiary
MKP-Kataria Recycling Pvt Ltd	2%	Joint Venture*
CMR NLM Eco Aluminium Pvt Ltd	80%	Subsidiary
CMR-Chiho Recycling Technologies Pvt Ltd	50%	Joint Venture
CMR Chiho Industries India Pvt Ltd	50%	Joint Venture
CMR Green Limited Liability Company	100%	Foreign Subsidiary

*On May 30, 2025, the Company entered into a Share Subscription and Shareholders Agreement for the issue and allotment of 8,910 equity shares of CMR Eco Aluminium Private Limited to Nippon Light Metal Co., Ltd. Pursuant to the said transaction, the Companys shareholding in CMR Eco Aluminium Private Limited was diluted from 100% to 80%. Consequent to the aforesaid investment by Nippon Light Metal Co., Ltd., the name of CMR Eco Aluminium Private Limited was changed to CMR NLM Eco Aluminium Private Limited with effect from July 18, 2025.

Statement contacting the salient features of financial statements of subsidiaries pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of this Companies [Accounts] Rules is Annexed herewith in the form no AOC-1 as Annexure I.

CHANGE IN THE NATURE OF BUSINESS

During the financial year 2025-26 there has been no change in the nature of the business of the Company.

DEPOSITS

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013. The Company has however received loans from Directors which are not considered under the definition of Deposits in accordance with the provisions of Rule 2(c)[viii] of the Companies [Acceptance of Deposits] Rules, 2014 and the full details of the Loans is given under Note No. 42 [Related Party Disclosure] forming part of the financial statements. Company has filed form DPT-3 as prescribed by the Companies Act, 2013.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars related to conservation of energy and technology absorption as stipulated under Section 1343 of the Companies Act, 2013 read with Rule 8 of The Companies [Accounts] Rules, 2014, is annexed herewith as Annexure II.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars related to foreign exchange earnings and outgo as stipulated under Section 134 3 of the Companies Act, 2013 read with Rule 8 of The Companies [Accounts] Rules, 2014, as mentioned below:

Particulars	Mar-26 [Amount in Crore]
Foreign Earning
Sales Revenue	125.35
Foreign outgo	Mar-26 [Amount in Crore]
Raw Materials	2,597.95
Consumption of Stores and Spares	5.00
Repair and Maintenance	1.61
Capital Goods	9.60
Internet & Software Exp	0.65
Travelling & Conveyance Exp	0.57
Subscription & Membership	0.03
General Expense	0.03

CHANGE IN DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE YEAR

As on 31st March 2026, the Board of Directors of your Company comprised of eight Directors, viz., three Executive Directors, four Independent Directors including one women Independent Director and one nominee director. As per the Articles of Association of the Company, one third of the Directors [other than Independent Directors and Nominee Directors] are liable to retire by rotation at the Annual General Meeting [AGM] of the Company, every year. Mr. Raghav Agarwal, Whole-Time Director [DIN: 08450843], retires by rotation at the ensuing 21st AGM and being eligible, offers himself for re-appointment.

After the closure of financial Year but before the date of the Board report following are the changes in the Directors of the Company:

1. Re-appointment of Mr. Mohan Agarwal, Managing Director (DIN: 00595232) as Managing Director of the Company for a period of 5 years with effect from 10th August 2026.

2. Re-appointment of Mr. Akshay Agarwal (DIN: 07175149) as Whole-Time Director of the Company for a period of 5 years with effect from 10th August 2026.

3. Re-appointment of Mr. Raghav Agarwal (DIN: 08450843) as Whole-Time Director of the Company for a period of 5 years with effect from 10th August 2026.

4. Re-appointment of Mr. Gyanmohan, Non-Executive Independent Director (DIN: 07816704) of the Company for a period of 5 years with effect from 10th August 2026.

5. Re-appointment of Mr. Balvinder Kumar, Non-Executive Independent Director (DIN: 01647940) of the Company for a period of 5 years with effect from 10th August 2026.

6. Re-appointment of Ms. Rashmi Verma, Non-Executive Independent Director (DIN: 09268810) for a period of 5 years with effect from 10th August 2026.

7. Resignation by Mr. Peter Francis Amour as nominee director of the Company with effect from 10th August 2026.

8. Appointment of Mr. Ankur Singh as Additional Director of the Company with effect from 10th August 2026.

Mr. Mohan Agarwal - Chairman and Managing Director, Mr. Akshay Agarwal - Whole Time Director, Mr. Raghav Agarwal - Whole Time Director, Mr. Yugal Kishor Garg, Chief Financial Officer and Ms. Srishti Saxena, Company Secretary and Compliance Officer are the Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act 2013 for the Financial Year ended 31st March 2026.

Mr. Gyanmohan, Mr. Balvinder Kumar, Mr. Girish Paman Vanvari and Ms. Rashmi Verma are the Independent Directors on the Board. Pursuant to the provisions of Section 149 of the Companies Act, 2013 the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

During the financial year 2025-26, following are the changes in the Directorship of the Company:

1. Mr. Satpal Arora, Independent Director resigned from the Company w.e.f. 29th May, 2025

2. Mr. Girish Paman Vanvari was appointed as the Independent director w.e.f. 09th June, 2025

During the financial year 2025-26, following are the changes in the Directorship of the Company:

1. Mr. Virender Kumar Shimar was appointed Chief Financial Officer of the Company w.e.f. 21st May, 2025.

2. Mr. Virender Kumar Shimar resigned as the Chief Financial Officer of the Company w.e.f. 27th August 2025.

3. Mr. Yugal Kishor Garg was appointed as the Chief Financial Officer of the Company w.e.f. 27th August 2025.

After the closure of financial Year but before the date of the Board report following are the changes in the Directors of the Company:

1. Re-appointment of Mr. Mohan Agarwal, Managing Director (DIN: 00595232) as Managing Director of the Company for a period of 5 years with effect from 10th August 2026.

2. Re-appointment of Mr. Akshay Agarwal (DIN: 07175149) as Whole-Time Director of the Company for a period of 5 years with effect from 10th August 2026.

3. Re-appointment of Mr. Raghav Agarwal (DIN: 08450843) as Whole-Time Director of the Company for a period of 5 years with effect from 10th August 2026.

4. Re-appointment of Mr. Gyanmohan, Non-Executive Independent Director (DIN: 07816704) of the Company for a period of 5 years with effect from 10th August 2026.

5. Re-appointment of Mr. Balvinder Kumar, Non-Executive Independent Director (DIN: 01647940) of the Company for a period of 5 years with effect from 10th August 2026.

6. Re-appointment of Ms. Rashmi Verma, Non-Executive Independent Director (DIN: 09268810) for a period of 5 years with effect from 10th August 2026.

7. Resignation by Mr. Peter Francis Amour as nominee director of the Company with effect from 10th August 2026.

8. Appointment of Mr. Ankur Singh as Additional Director of the Company with effect from 10th August 2026.

The Board of Directors of the Company met six times during the year under review. The details of these Board Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in compliance with Section 118 (10) of the Companies Act, 2013.

FAMILIARISATION PROGRAMME:

The Company recognizes the importance of familiarizing its Independent Directors with the Companys business, industry, operations, governance framework and regulatory environment in accordance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year under review, no formal familiarization programme was conducted for the Independent Directors, as the Company was listed during the year. The Company proposes to conduct structured familiarization programme for its Independent Directors in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The familiarization programme for Independent Directors has been adopted by the Board and is available on the Companys website at: https://www.cmr.co.in/wp-content/uploads/2025/08/9.-

BOARD AND ITS COMMITTEES

The Board has constituted four Committees, viz. Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations and is authorised to constitute other functional Committees, from time to time, depending on business needs. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of these Committees is also available on the website of the Company https://www.cmr.co.in/committees-of-board/ .

BOARD EVALUATION

The Nomination and Remuneration Committee of the Company has reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBIs Guidance Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Boards composition and accountability, their role in setting strategies, the effectiveness of the Board Committees and the performance of each individual Director and the Chairman.

During the year under review, the questionnaire was circulated to all the Board Members of the Company in a transparent and confidential manner and based on their responses, a detailed report was presented to the Board on an anonymous basis to give an understanding of its working dynamics, highlight areas of strength/improvement and proposed the suggested action plan to improve the Boards overall performance and effectiveness. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Details of performance evaluation of Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in the Report on Corporate Governance. The Directors have expressed their satisfaction with the evaluation process and its results.

REMUNERATION POLICY OF THE COMPANY:

This policy on the nomination and remuneration of Directors and Key Managerial Personnel has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company.

The said policy is available on the website of the Company at https://www.cmr.co.in/wp-content/uploads/2024/02/NRC-Policy.pdf . The remuneration policy is in consonance with existing industry practice. There has been no change in the policy during the year.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - III.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Any member interested in obtaining such information may address their email to complianceofficer@cmr.co.in.

As on 31st March, 2026 there were 373 employees in the Company.

SECRETARIAL STANDARDS

Your Company has complied with all the applicable Secretarial Standards prescribed by the Institute of Company Secretaries of India.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act 2013 and necessary rules framed thereunder, all contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on arms length basis. All Related Party Transactions are placed before the Audit Committee for their review and approval. The Audit Committee has provided omnibus approval for transactions which are of repetitive nature and/or entered in the Ordinary Course of business and are at Arms Length and the Audit Committee also reviews the transactions periodically on quarterly basis. Accordingly, the disclosure required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable to the Company.

During the year, the Company had not entered into any contract/arrangement/transaction with any person belonging to the Promoter/Promoter group which holds 10% or more shareholding in the listed entity or any other contract/arrangement/transaction which could be considered material in accordance with the policy of the Company on materiality of related party transactions and Listing Regulations.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Companys website at: https://www.cmr.co.in/wp-content/uploads/2025/08/7.-Policy-on-dealing-with-related-party-transactions.pdf .

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

In accordance with Section 186 of the Act and Schedule V of the Listing Regulations, disclosures regarding investments are provided in the Financial Statements under Note No. 8.

RISK MANAGEMENT POLICY

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity and enables us to be respond decisively to the changing environment. Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees.

Your directors are always vigilant on identifying various risks and reviewing their implications on regular basis and are also ready to take appropriate actions which in their opinion, threatens the existence of the Company. The Board has adopted and implemented a suitable Risk Management Policy for the Company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the Company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks. The Risk Management Policy of the Company in terms of provisions of Section 134(3)(n) of the Act read with the Listing Regulations is in place and can be accessed in Companys website at: https://www.cmr.co.in/wp-content/uploads/2026/01/RISK-MANAGEMENT-POLICY.pdf

AUDITORS AND AUDITORS REPORT

STATUTORY AUDIT

ASA & Associates LLP having Firm Registration No.009571N/N500006 were appointed as Statutory Auditors of the Company in the 20th Annual General Meeting held on 30th September 2025 for a period of 5 years.

The Report given by M/s ASA & Associates LLP, Statutory Auditors, on both the Standalone and Consolidated Financial Statements of the Company for the Financial Year 2025-26 is part of this Report. There are no observations (including any qualifications, reservations, adverse remarks or disclaimer) of the Auditors in their said Report which call for any explanation/comment from the Board of Directors.

COST AUDIT

Your Company had appointed Chandra Wadhwa and Co., Cost Accountants to conduct the Audit of cost records of the Company for the financial year 2025-26. In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

The Board of Directors, on the recommendation of the Audit Committee has approved a remuneration of Rs. 2,40,000/- (Rupees Two Lakh Forty Thousand Only) in addition to the applicable taxes and out-of-pocket expenses. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the 21st AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report on the cost records of the Company for the financial year 2025-26 has been presented before the Board and the same was reviewed and adopted by the Board. There are no observations (including any qualifications, reservations, adverse remarks or disclaimer) of the Cost Auditors in their Report which call for any explanation/comment from the Board of Directors.

SECRETARIAL AUDIT

Your Company has appointed Agarwal S. & Associates as a Secretarial Auditor of the Company, to audit the secretarial auditors of the Company for the Financial Year ended on 31st March, 2026. Report by the Secretarial Auditors as approved by the Board of Directors is attached herewith as ANNEXURE IV. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has in their meeting held on September 7, 2026, on the recommendation of the Audit Committee held on the same day had, approved the appointment of M/s. Deepak Goel & Associates, as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2026-27 to financial year 2030-31, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 21st AGM forming part of this Annual Report.

SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARIES

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex the secretarial audit report of its unlisted material subsidiary to its Annual Report. M/s Deepak Goel & Associates have conducted the Secretarial Audit of our unlisted subsidiary companies, CMR Nikkei India Private Limited, CMR-Toyotsu Aluminium India Private Limited and CMR Aluminium Private Limited were identified as Unlisted Material Subsidiaries of the Company for FY26. Accordingly, the Secretarial Audit Report of CMR Nikkei India Private Limited, CMR-Toyotsu Aluminium India Private Limited and CMR Aluminium Private Limited are annexed as Annexure - V.

INTERNAL AUDITORS

M/s BDO India LLP, Chartered Accountants, were appointed as the Internal Auditors of the Company. Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee as on-going basis to improve efficiency in operations. During the financial year 2025-26, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

DETAILS OF FRAUD REPORTED BY AUDITORS

During the financial year 2025-26, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, providing insight into the business outlook and performance review for the year ended 31st March 2026, has been prepared in accordance with Regulation 34, read with Schedule V of the Listing Regulations. This report is presented as a separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the governance requirements prescribed by the Securities and Exchange Board of India (SEBI). A dedicated section on Corporate Governance, confirming compliance with the provisions under Regulation 34, read with Schedule V of the Listing Regulations, is included in this Annual Report as Annexure-VI.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee in accordance with the Act and the Listing regulations. The brief overview of the Corporate Social Responsibility (CSR) Policy of the Company, composition of the CSR Committee along with other details are provided in ANNEXURE - VII of this Report.

The details are presented in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The CSR policy is available on the Companys website https://www.cmr.co.in/corporate-social-responsibility-policy/

PREVENTION OF SEXUAL HARASSMENT POLICY

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has formed an Internal Complaints Committee (ICC) in its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution. The Policy is uploaded on the website of the Company at: https://www.cmr.co.in/wp-content/uploads/2024/02/posh-policy.pdf

a. Number of complaints of sexual harassment received in the year: Nil

b. Number of complaints disposed off during the year: Nil

c. Number of cases pending for more than ninety days: N.A.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

The Company complies with the requirements set forth in the Maternity Benefit Act, 1961, ensuring that all eligible women employees receive statutory benefits, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as necessary. Your Company is committed to creating an inclusive and supportive work environment that honours the rights and welfare of its women employees in accordance with relevant laws.

INTERNAL FINANCIAL CONTROL

The company has established adequate internal financial control systems having regards its size and requirement keeping in view of its business activities.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9

In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, a copy of the annual return in Form MGT-7 is to be placed on the website of the Company. The same is available on the website of the Company https://cmr.co.in/# .

VIGIL MECHANISM

In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the audit committee oversee the vigil mechanism established by the Company with the Chairman of the Audit Committee directly for hearing the grievances of victimization of Employees and Directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases. No complaint has been received from employee or Director during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures for the same;

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the profit of the Company for the year ended on that date;

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

IV. The Directors had prepared the annual accounts on a going concern basis;

V. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CREDIT RATING:

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. During the year under review, CRISIL Ratings, has upgraded the Companys long-term rating to CRISIL A+/Stable (Reaffirmed) and short-term rating to CRISIL A1 (Reaffirmed).

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

The Company has not undertaken any one-time settlement concerning loans obtained from the Banks or Financial Institutions during the year under review. Therefore, disclosure relating to the difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

ACKNOWLEDGMENT

Your directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees including workmen at the manufacturing plants in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

Place: Faridabad

Date: 07.09.2026

Mohan Agarwal

Chairman & Managing Director

DIN: 00595232