Epigral Ltd Directors Report

Dear

Your Directors have pleasure in presenting 19 th (Nineteenth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.

FINANCIAL RESULTS: (_ in Crs.)

Particulars	For the Year ended March 31, 2026	For the Year ended March 31, 2025
Revenue from Operations	2527.18	2550.13
Other Income	14.98	15.21
Total Revenue	2542.16	2565.34
Profit Before Finance Cost, Tax, Depreciation & Amortization	582.05	725.92
Finance Cost	71.96	53.27
Depreciation	168.29	132.56
Profit Before Tax	341.80	540.10
Payment & Provision of Current Tax	84.66	98.17
Deferred Tax Expenses/(Income)	(75.87)	85.23
Profit After Tax	333.01	356.70

i) Business Outlook & Financial Performance:

During FY 2025-26, the Company reported revenue of Rs. 2542 Cr., reflecting the impact of evolving market conditions and operational factors during the year. EBITDA stood at Rs. 582 Cr. in FY 2025-26, demonstrating the Companys continued focus on operational resilience and cost management. The Company recorded a Profit After Tax (PAT) of Rs. 333 Cr. in FY 2025-26 as against Rs. 357 Cr. in FY 2024-25. Overall production during the year was impacted due to an early and extended monsoon affecting certain products, along with major maintenance activities undertaken in the first half of the year. These planned maintenance initiatives are expected to strengthen operational efficiency and support future growth.

A detailed overview of the Companys business performance is presented in the Management Discussion and Analysis section of this Annual Report. Further highlights on the Companys operations and key developments are also provided under the Corporate Snapshot section.. ii) Consolidated Financial Statements:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and rules framed thereunder ( Act ) read with Regulation 33 of SEBI

(Listing Obligations and Disclosure Requirement) Regulations, 2015 ( Listing Regulations ), the Company has prepared Consolidated Financial Statements of the Company and its Associates, namely ReNew Green (GJS Three) Private Limited and Pro-Zeal Green Power Ten Private Limited, which forms part of the Annual Report 2025-26. The aforesaid Financial Statements are available on the Website of the Company at www.epigral.com. iii) Change in Nature of Business, if any:

There has been no change in the nature of business of the Company during the financial year under review. The overall business profile and operational focus of the Company remain unchanged from the previous financial year.

RECOGNITIONS: i. EcoVadis Silver Medal

During the financial year under review, the Company was awarded the EcoVadis Silver Medal recognizing its strong performance in sustainability,ethics,environmentalmanagement, and responsible sourcing. This achievement reflects Companys continued commitment to ESG standards and continuous improvement across manufacturing operations.

ii. ISO - 27001 (Information Security Management System)

During the financial year under review, the Company was awarded I SO - 27001 (Information Security Management System) certification, affirming Companys commitment towards safeguarding the confidentiality, integrity, and availability of information assets. This certification reflects the Companys structured, risk-based approach to information security, supported by continuous risk assessments, system monitoring, and employee awareness initiatives. iii. ISO - 37001 (Anti-Bribery Management System)

During the financial year under review, the Company was awarded ISO - 37001 (Anti-Bribery Management System , strengthening its commitment to ethical business practices and zero tolerance for bribery and corruption. The Companys Anti-Bribery System is designed to prevent, identify, and respond to both the offering and acceptance of improper benefits through internal controls, due diligence, and ongoing employee training, which remain integral to Companys operations. iv. Responsible Care

During the financial year under review, the Company continued to maintain the Responsible Care (RC) logo certification for another term of three years, re-affirming Companys commitment to continuous improvement in the safe management of chemicals and achieve excellence in Environmental, Health, Safety, and Security (EHS&S) performance.

SHARE CAPITAL:

Authorised Share Capital and Paid-Up Share Capital:

During the financial year under review, there has been no change in the Authorised Share Capital and Paid-Up Share Capital of the Company. The breakup of Share Capital is provided in Notes to Financial Statements for the Financial Year ended March 31, 2026.

DIVIDEND:

Final Dividend:

The Board of Directors is pleased to recommend a Final Dividend of _5.00 (50%) per Equity Share of _10/- each fully paid on 4,31,41,338 Equity Shares of the Company, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The Final Dividend recommended, shall be paid to the Shareholders, within statutory time limit, whose name appears in the Register of Members, as on the Record Date i.e. June 01, 2026.

The Final Dividend recommended by the Board is in line with the Companys Dividend Distribution Policy and reflects a balanced approach, taking into account the Companys financial performance, cash flows, future capital requirements, growth plans, and overall economic conditions.

The total Dividend declared/recommended during the Financial Year ended March 31, 2026 aggregates to _21.57 Crores. The Dividend Payout Ratio for the Financial Year ended March 31, 2026 stood at 6.48%. The Dividend Distribution Policy, in terms of Regulation 43A of the Listing Regulations, is available on the Website of the Company at https://epigral.com/ governance-policies-compliances.

Unclaimed Dividend:

As of March 31, 2026, an amount of _0.07 Crores pertaining to Unclaimed Dividend remains outstanding and is held in the Companys Unpaid Dividend Accounts in accordance with the applicable provisions of the Act.

In line with the Companys commitment to transparency and to facilitate shareholders in claiming their unpaid dividends, a statement containing the relevant details has been made available on the Companys Website at www.epigral.com under the Investors section. The statement includes the names of the concerned Shareholders, their Depository Participant (DP) IDs/Client IDs, number of Shares held, and the corresponding Unclaimed Dividend Amounts. Shareholders are encouraged to verify their details and initiate the necessary steps to claim their outstanding dividends in a timely manner.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Save and except as disclosed elsewhere in the Annual Report 2025-26, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the close of the Financial Year ended March 31, 2026 and the date of this Boards Report, i.e. May 02, 2026.

CAPITAL EXPENDITURE

During the financial year under review, Capital Expenditure (including Intangible Assets) stood at _394.15 Crores as on March 31, 2026 (_194.69 Crores as on March 31, 2025). Your Company manages Cash and Cash Flow processes assiduously, involving all parts of the Business. There was Cash and Bank balance of _5.02 Crores as on March 31, 2026 (_18.64 Crores as on March 31, 2025).

AMOUNT TO BE TRANSFERRED TO RESERVES:

The Board of Directors after taking into account the Companys financial position, liquidity requirements and future business plans, proposed not to transfer any profits to the Reserves of the Company.

DEPOSITS:

During the financial year under review, your Company hasnotacceptedanyamountasPublicDepositswithin the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

YourCompanywithanobjectiveofmeetingitsworking capital requirements, operational needs, expansion initiatives, and new project plans, has availed financial facilities from banks and/or a consortium of banks. These borrowings have been undertaken in the ordinary course of business to ensure adequate liquidity and to support the Companys growth strategy and capital expenditure plans.

The particulars of such financial facilities, including the nature and amount thereof, are set out in the relevant Notes to the Financial Statements for the Financial Year ended March 31, 2026.

CREDIT RATING:

The Companys Bank Facilities aggregating to _1050 Crores were assigned a Long-Term Rating of CRISIL AA/Stable and a Short-Term Rating of CRISIL A1+ by CRISIL Limited (Credit Rating Agency).

The Ratings not only reflect the Companys credit profile, financial strength, and debt-servicing capability, but also signify its ability to meet financial obligations in a timely manner, taking into account the Companys operational performance and prudent financial management.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

The Company has two Associates, namely ReNew Green (GJS Three) Private Limited and Pro-Zeal Green Power Ten Private Limited, which have been incorporated with the objective of establishing Wind

Solar Hybrid Power Plant of ~ 18.34 MW and 19.80 MW, respectively, for the Companys Captive Consumption. These initiatives are aligned with the Companys commitment to sustainability by promoting the use of renewable energy, reducing carbon emissions, and reinforcing its focus on environmental responsibility and sustainable development.

A separate Statement containing the salient features of Financial Statement of Subsidiaries, Associates and Joint Ventures in Form No. AOC-1 forms part of the Annual Report 2025-26.

As required under Regulations 16(1)(c) and 46 of the Listing Regulations, the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Companys Website at https://epigral.com/ governance-policies-compliances.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Investments. Guarantees, etc. made by the Company during the financial year under review, which are covered under the provisions of Section 186 of the Act, are disclosed in the relevant Notes to the Financial Statements for the Financial Year ended March 31, 2026.

All such transactions have been undertaken in compliance with the applicable statutory provisions, and within the limits approved by the Board and/or Shareholders of the Company.

MERGERS AND ACQUISITIONS:

During the financial year under review, the Company did not undertake any mergers, amalgamations, acquisitions, takeovers, or restructuring transactions. There were no strategic investments resulting in acquisition of control, business transfers, or consolidation of entities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Regularization of Director:

In accordance with the provisions of Section 149, 152 and other applicable provisions read with Schedule IV to the Act and applicable Listing Regulations and approval of the Shareholders obtained through Postal Ballot process, appointment of Ms. Priyanka Agarwal Chopra (DIN: 10011547) was regularized as a Non-Executive Independent Woman Director of the Company effective from February 28, 2025 for a term of 5 years, not liable to retire by rotation.

ii. Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Mr. Ankit Patel (DIN - 02180007) and Mr. Karana Patel (DIN - 01727321), retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details of the Directors to be re-appointed as required under the provisions of the Act and the Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting. iii. Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. iv. Key Managerial Personnel (KMP):

During the year under review, Mr. Sanjay Jain tendered his resignation from the position of Chief Financial Officer of the Company with effect from September 30, 2025. The Board of Directors placed on record its appreciation for his contributions and services rendered during his tenure.

Subsequently, the vacancy arising from his resignation was filled by the appointment of Mr. Rakesh Agrawal as Chief Financial Officer of the Company with effect from November 10, 2025, in accordance with the applicable provisions of law and the Companys policies.

Further, pursuant to Section 2 (51) and Section 203 of the Act, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Maulik Patel -	Chairman & Managing Director
2. Mr. Kaushal Soparkar -	Executive Director
3. Mr. Rakesh Agrawal -	Chief Finance Officer
4. Mr. Gaurang Trivedi -	Company Secretary

In the opinion of the Board, all the Directors and Key Managerial Personnel, as well as the Directors proposed to be re-appointed possess the requisite qualifications, experience, expertise and hold high standards of integrity and relevant proficiency. v. Re-Appointment of Non-Executive Independent Directors:

The present term of Mr. Kanubhai Patel (DIN: 00008395), Mr. Sanjay Asher (DIN: 00008221) and Mr. Raju Swamy (DIN: 03032679) as Non-Executive Independent Directors expires on May 19, 2026. Accordingly, on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, a Postal Ballot process has been initiated for obtaining Shareholders approval by issue of Postal Ballot Notice dated April 16, 2026 for passing of special resolution for re-appointment of Mr. Kanubhai Patel (DIN: 00008395), Mr. Sanjay Asher (DIN: 00008221) and Mr. Raju Swamy (DIN: 03032679) as Non-Executive Independent Directors for a Second Term of 5 years w.e.f. May 20, 2026, the e-voting for which has commenced on Monday, April 20, 2026 at 9.00 a.m. and concludes on Tuesday, May 19, 2026 at 5.00 p.m. Based on the Scrutinizers Report, the resolutions, if approved by the requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. Tuesday, May 19, 2026.

MEETINGS OF THE BOARD:

During the year, four (4) Board meetings were convened and held on May 05, 2025, August 02, 2025, November 10, 2025 and January 30, 2026, respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that: a) 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; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for Financial Year ended March 31, 2026 and of the Profit of the Company for the period ended on March 31, 2026; c) 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 fraud and other irregularities; d) The Directors had prepared the Annual Accounts on a going concern basis; e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial Controls are adequate and were operating effectively; f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

During the financial year under review, the Company conducted Familiarization Programmes for its Independent Directors in accordance with the requirements of the Act and the Listing Regulations. These programmes are designed to apprise the Independent Directors about the Companys business operations, industry dynamics, regulatory environment, risk management framework, internal control systems and other relevant aspects.

The details of the Familiarization Programmes are given in the Corporate Governance Report and are also posted on the Website of the Company at https://epigral.com/governance-policies-compliances.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Board of Directors has undertaken an annual evaluation of its own performance, as well as that of its Statutory Committees, namely the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Risk Management Committee, in addition to the performance of the Individual Directors.

For this purpose, a structured evaluation framework and questionnaire were adopted, covering key aspects of the Boards functioning, including the adequacy of its composition and that of its Committees, effectiveness of Board processes, quality of deliberations, Board culture, governance standards, and the discharge of specific roles, responsibilities, and fiduciary obligations.

A separate evaluation was carried out to assess the performance of Individual Directors based on defined parameters such as participation and contribution in meetings, preparedness, independence of judgment, adherence to ethical standards, and their role in safeguarding the interests of the Company and its minority shareholders. The Board also evaluated the performance of the Independent Directors.

In compliance with the requirements of the Act and the SEBI Listing Regulations, a separate meeting of the Independent Directors was convened, wherein they evaluated the performance of the Chairman, the Non-Independent Directors, and the Board as a whole. The Independent Directors also assessed the adequacy, quality, and timeliness of the flow of information between the Management and the Board to ensure effective decision-making and governance oversight. The Directors expressed satisfaction with the overall evaluation process and the outcomes thereof, noting that the process was comprehensive, objective, and constructive.

REMUNERATION POLICY:

Based on the recommendation of the Nomination and Remuneration Committee [constituted in accordance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations], the Board has approved a Policy laying down the criteria for appointment, evaluation, and remuneration of Directors and Senior Management personnel. The Policy, inter alia, sets out the principles for determining qualifications, positive attributes, independence of Directors, and a framework for remuneration. A summary of the Policy is provided in the Corporate GovernanceReportandthecompletePolicyisavailable on the Companys Website at https://epigral.com/ governance-policies-compliances. The composition, terms of reference, and other relevant details of the Nomination and Remuneration Committee are set out in the Corporate Governance Report forming part of the Annual Report 2025-26.

Non-Executive Independent Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Companies Act, 2013 and Rules framed thereunder. All the Executive Directors (i.e. Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Executive Directors, the Nomination and Remuneration Committee ensures / considers the following:

The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Companys performance vis-à-vis the annual budget achievement, individuals performance vis-à-vis Key Result Areas (KRAs) / Key Performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

COMMITTEES OF THE BOARD:

Currently, the Company has 5 (five) Statutory Board Level Committees viz. Audit Committee (AC), Stakeholders Relationship Committee (SRC), Nomination and Remuneration Committee (NRC), Corporate Social Responsibility Committee (CSR) and Risk Management Committee (RMC). The composition of the above committees, as on March 31, 2026, is provided in Corporate Governance Report, which forms part of the Annual Report 2025-26.

Audit Committee:

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The primary objective of the Committee is to oversee and supervise the financial reporting process of the Company, ensuring that financial statements are accurate, complete, and prepared in a timely manner. The Committee also seeks to uphold the highest standards of transparency, integrity, and quality in financial reporting and internal controls.

The composition, terms of reference, and other relevant details of the Audit Committee are set out in the Corporate Governance Report forming part of the Annual Report 2025-26.

Risk Management Committee:

The Company has constituted a Risk Management Committee in accordance with the requirements of Regulation 21 of the Listing Regulations. The Committee follows a structured risk management framework comprising risk identification, evaluation and prioritization, formulation of mitigation plans, monitoring,anddocumentationofemergingrisks.This systematic approach enables proactive management of risks and supports informed decision-making.

The Committee reviews identified risks on a rotational basis, in line with the approved risk management plan, to evaluate the effectiveness of the mitigation measures implemented and to assess their impact on the Companys overall risk exposure. Through periodic reviews and oversight, the Committee ensures that risk management practices remain robust, responsive, and aligned with the Companys evolving business environment.

The composition, terms of reference, and other relevant details of the Risk Management Committee are set out in the Corporate Governance Report forming part of the Annual Report 2025-26.

Corporate Social Responsibility Committee:

As per the provision of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). This policy is accessible to all stakeholders on the Companys Website at https://epigral.com/governance-policies-compliances, ensuring transparency and accessibility of the Companys responsibilities towards society. The Corporate Social Responsibility (CSR) Committee plays a pivotal role in guiding and overseeing the Companys CSR initiatives. The primary responsibilities of the Committee include identifying and approving CSR projects and programmes to be undertaken by the Company, recommending the amount of expenditure to be incurred on such activities, and monitoring the implementation and impact of the CSR initiatives. The Committee also ensures that the CSR activities are aligned with the statutory requirements and the Companys broader sustainability objectives.

In line with the provisions of Section 135 and Schedule VII of the Act, the Company has identified and undertaken ongoing CSR projects in areas such as establishment and support of educational institutions, including skill development center; promotion of healthcare and preventive health measures; eradication of poverty; women empowerment initiatives; and other permissible activities as specified under Schedule VII of the Act. These initiatives reflect the Companys commitment to inclusive growth and sustainable community development.

The composition, terms of reference, and other relevant details of the CSR Committee are set out in the Corporate Governance Report forming part of the Annual Report 2025-26.

During the year under review, the Company has unspent CSR amount of Rs. 7.97 Crores which was transferred to Unspent CSR account FY2026 on April 30, 2026 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized on defined ongoing CSR projects and in terms of CSR policies of the Company. A detailed Annual Report on CSR activities for the Financial Year ended March 31, 2026 prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - A to this report..

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

M/s. S R B C & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E300003) were re-appointed as Statutory Auditors for the Second Term to hold office till the conclusion of 20 th AGM to be held in 2027, subject to ratification of their appointment at every Annual General Meeting. M/s. S R B C & Co LLP have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is attached with the Financial Statements in the Annual Report 2025-26.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Act, M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Companys Cost Accounting Records in respect of the products of the Company for the Financial Year 2025-26 at the remuneration of _2,75,000/- (Rupees Two Lakhs Seventy Five Thousand only) per annum plus Goods and Service Tax (GST) and out of pocket expenses. Your Company has received consent from M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants, to act as the Cost Auditors of your Company for the Financial Year 2026-27 along with a certificate confirming their independence. As per the provisions of the Act, a resolution seeking approval of the Shareholders ratifying remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the Cost accounts and records in accordance with Section 148 of the Act and Rules framed thereunder. The Cost Audit Report for the Financial Year 2024-25 was filed with the Ministry of Corporate Affairs on September 27, 2025.

Secretarial Auditors:

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, your Company had engaged the services of M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2026. The Secretarial Audit Report in Form No. MR - 3 for the Financial Year ended March 31, 2026 is annexed to this report as Annexure - B .

M/s Shahs & Associates, a peer reviewed firm has been appointed as Secretarial Auditors for five years starting from Financial Year ended March 31, 2026. A Resolution seeking their appointment was passed by the Shareholders at Annual General Meeting held on June 28, 2025.

Internal Auditor:

M/s. C N K Khandwala & Associates, Chartered Accountants was appointed as Internal Auditors for Financial Year 2025-26 to carry out the periodic audit as per the Scope of Work approved by the Audit Committee.

Frauds Reported by Auditors

During the year under review, the Statutory Auditors of the Company have not reported any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Act.

The Company maintains internal control systems, well-defined policies and procedures, and an effective internal audit mechanism to safeguard its assets and ensure the accuracy and reliability of its financial records. The absence of any reported fraud during the year indicates Companys effective internal controls, adherence to good governance and reflects the strength of the Companys governance framework, internal controls, and commitment to ethical business practices.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new Standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

The Audit Committee periodically reviews the reports submitted by the Internal Auditors. Key findings, observations, and recommendations arising from internal audit reviews, along with the corrective actions taken by the Management, are presented to the Committee. The Audit Committee monitors the status of implementation of audit recommendations on a regular basis and escalates significant matters, if any, to the Board for its consideration.

In accordance with the relevant provisions of the Act, the Statutory Auditors have provided their opinion on the adequacy and operating effectiveness of the Companys Internal Financial Controls in their Audit Report forming part of Annual Report 2025-26.

RELATED PARTY TRANSACTIONS (RPT):

All Related Party Transactions entered into by the Company during the financial year were conducted in the ordinary course of business and on an arms length basis. The Company has not entered into material transactions with related parties i.e., exceeding 10% or more of the turnover of the Company with related parties, which may have a potential conflict with the interest of the Company at large. Accordingly, there are no transactions required to be disclosed in Form AOC-2 pursuant to the provisions of the Act.

During the financial year, all Related Party Transactions were placed before the Audit Committee and were also reviewed by the Board, as applicable. Further, no material transactions with related party(ies) requiring shareholders approval has been entered during the financial year under review. However, the Company, as and when required, will obtain Shareholders approval for entering into such material transactions with related party(ies).

In compliance with Regulation 23 of the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The Policy lays down the framework and guiding principles for identification, approval, and monitoring of such transactions and is available on the Companys Website at https://epigral.com/governance-policies-compliances.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has established a Vigil Mechanism-cum-Whistle Blower Policy (Policy).

The Policy provides a formal mechanism for Directors, Employees, and other Stakeholders to report genuine concerns, including instances of unethical conduct, suspected fraud, violations of the Companys Code of Conduct, or any other improper practices. The mechanism ensures that such concerns can be raised in a confidential and secure manner, without fear of retaliationorvictimization.Italsolaysdownprocedures for receiving, reviewing, and addressing complaints in a fair and transparent manner, thereby reinforcing the Companys commitment to high standards of integrity, accountability, and ethical governance. The Policy applies to all Directors and Employees of the Company and aims to foster a culture of openness and responsibility within the organization. The Vigil Mechanism-cum-Whistle Blower Policy is available on the Companys Website at https://epigral.com/ governance-policies-compliances.

During the financial year under review, no complaints were received under the Policy by the Company, the Audit Committee, or the Board of Directors.

Further, no concerns were reported relating to unethical conduct, bribery or corruption, violation of the Companys Code of Conduct, or any other misconduct under the framework of the Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder, the Company has constituted an Internal Complaints Committee (ICC) at its workplaces. The ICC is entrusted with the responsibility of receiving, investigating, and redressing complaints pertaining to sexual harassment of women at the workplace in a fair, impartial, and time-bound manner.

The Company is committed to providing a safe, secure, and inclusive working environment free from harassment and discrimination. It has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace, which outlines the procedures for reporting complaints, conducting inquiries, and ensuring protection against victimization or retaliation. Regular awareness initiatives are also undertaken to sensitize employees about their rights and responsibilities under the Act.

The Policy on Prevention of Sexual Harassment of Women at Workplace is available on the Companys website at https://epigral.com/governance-policies-compliances.

During the financial year under review, no complaints were received by the Internal Complaints Committee (ICC) under the provisions of the POSH Act. Further, no incidents of sexual harassment were reported at any of the Companys workplaces during the year.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

Your Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder during the financial year under review. Eligible women employees were provided maternity benefits in accordance with the provisions of the Act.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and Employees as per Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as Annexure - C . However, as per the provisions of Section 136 of the Act, the Annual Report 2025-26 is being sent to the Members and others entitled thereto, excluding the information on Employees Remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary of the Company.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - D .

RESEARCH AND DEVELOPMENT:

Located in Changodar, Ahmedabad, the Companys Research and Development (R&D) Centre serves as a key driver of innovation and technological advancement in the specialty chemicals sector. The Centre plays a strategic role in strengthening the Companys product portfolio, enhancing process efficiencies, and supporting sustainable growth initiatives.

Equipped with state-of-the-art laboratories, advanced analytical instruments, and modern pilot-scale facilities, the R&D Centre is staffed by a dedicated team of experienced scientists and researchers. The team focuses on the development of new molecules, advanced specialty intermediates, and value-added chemical solutions, while also working on process optimization, cost efficiencies, and environmentally responsible technologies. Through continuous innovation and research, the Centre contributes to the Companys competitive positioning and long-term growth strategy. The Companys R & D has been recognized by the Department of Scientific and Industrial Research (DSIR) and Ministry of Science & Technology.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE:

At the heart of effective corporate governance are the core values that guide the Companys actions and decision-making. The four pillars of the Companys value system - Together, Caring For, Agile, and Making It Happen - serve as the foundation for its culture and business practices. These values shape the way the Company conducts its operations, engages with stakeholders, and pursues its strategic objectives. Corporate Governance, in its true sense, represents a harmonious integration of sound business practices and ethical principles. It encompasses accountability, responsibility, fairness, transparency, robust risk management, and sustainability. By embedding these principles into its governance framework, the Company not only strengthens organizational performance and long-term growth but also fosters trust, confidence, and enduring relationships with its stakeholders and shareholders.

In accordance with Regulation 34 read with Schedule V of the Listing Regulations, we have included a Report on Corporate Governance forming part of the Annual Report 2025-26 along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a dedicated section of the Annual Report 2025-26. The Report provides an overview of the Companys performance, industry developments, risks and opportunities, financial results, and future outlook.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 of the Company, is available on Companys Website and can be accessed, at https://epigral.com/governance-policies-compliances.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms an integral part of the Annual Report 2025-26. The BRSR outlines the Companys key Environmental, Social and Governance (ESG) initiatives and its commitment to sustainable and responsible business practices.

CEO/ CFO CERTIFICATION:

In compliance with Regulation 17(8) of the Listing Regulations, a Certificate from Chairman & Managing Director and Chief Financial Officer of the Company ( Annexure - E ) to the Board of Directors as specified in Part B of Schedule II of the Listing Regulations forms part of the Annual Report 2025-26.

INSURANCE:

The Companys Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product and Public Liability and Commercial General Liability. It also maintains various other types of insurance, such as Directors and Officers Liability Policy, Transit and Marine Policy, Employee Benefit

Insurance Policies, etc. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT, HEALTH AND SAFETY:

Environment:

As a responsible corporate citizen and a manufacturer in the chemicals sector, environmental protection and safety remain paramount priorities for the Company. The Company is committed to strict adherence to all applicable environmental laws and pollution control norms and continuously endeavors to not only comply with statutory requirements but also to adopt best environmental practices.

The Company continuously undertakes initiatives to develop and implement safer process technologies, optimized unit operations, and sustainable systems, thereby strengthening its risk management framework and fostering long-term, sustainable value creation for all stakeholders.

To achieve its commitment to sustainability, the Company has constituted an internal Environment, Social and Governance (ESG) Committee to guide, monitor, and review ESG initiatives and performance. A detailed section on ESG initiatives and performance forms part of the Annual Report for the financial year 2025-26.

Health and Safety:

Health and safety remain a priority for Companys manufacturing operations. Your Company operate under Process Safety Management systems, supported by regular HAZOP studies, risk assessments, and compliance audits to mitigate operational risks. Regular training programs and emergency response drills promotes a strong safety culture and preparedness across the site. Through governance and continuous improvement, your Company remain committed to the goal of zero harm and safe, responsible operations.

INDUSTRIAL RELATIONS:

During the year under review, the Company continued to maintain cordial and harmonious industrial relations across all its units and establishments. The relationship between the Management, workmen, and staff remained positive, constructive, and built on mutual trust and respect. Open communication channels, employee engagement initiatives, and a collaborative work culture contributed to maintaining a stable and productive work environment throughout the year.

DETAILS OF NODAL OFFICER:

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of Dy. Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:

Name:	Mr. Gaurang Trivedi
Designation:	Company Secretary and Compliance Officer
Postal Address: Telephone No.:	\u201c Epigral Tower\u201d, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad - 380 015, Gujarat. +91 79 7176 1000
E-mail ID:	helpdesk@epigral.com

The Company has also displayed the above details of Dy. Nodal Officer at its Website at www.epigral.com.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company shares are listed with National Stock Exchange of India Limited and BSE Limited and listing fees was paid to both the Stock Exchanges.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all Stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other Business Partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

By Order of the Board
For Epigral Limited

Maulik Patel
Chairman & Managing Director
(DIN - 020006947)

Date: May 02, 2026
Place: Ahmedabad