Euro Panel Products Ltd Directors Report

To

The Members of,

Euro Panel Products Limited

Dear Members,

Your Companys Directors have pleasure in presenting their 13^th (Thirteenth) Annual Report on the business operations together with the Audited Financial Statement of the Company for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2026, is summarized below:

FINANCIAL RESULTS:	Standalone For the F. Y. ended 31.03.2026	Consolidated For the F. Y. ended 31.03.2026	Standalone For the F. Y. ended 31.03.2025
Revenue from Operations	50,393.24	50,320.34	42,318.55
Other Income	177.49	176.83	117.91
Total Income	50,570.74	50,497.18	42,436.47
Total Expenses	46,935.20	46,924.90	39,940.24
Profit/(Loss) before Exceptional Item and Tax	3,635.54	3,572.27	2,496.22
Exceptional Item	-	-	-
Profit/(Loss) Before Tax	3,635.54	3,572.27	2,496.22
Less: Tax Expenses	915.82	915.82	653.15
Profit/(Loss) for the Year	2,719.72	2,656.45	1,843.07
Other Comprehensive Income	32.59	28.41	(7.07)
Total Comprehensive Income	2,752.30	2,684.86	1,836.00
Earnings per share
i. Basic (in Rs.)	11.10	10.84	7.52
ii. Diluted (in Rs. )	11.10	10.84	7.52

2. COMPANYS PERFORMANCE REVIEW:

During the Financial Year 2025-26, the Company continued to strengthen its position in the ACP industry through a focused approach towards business expansion, operational efficiency and product portfolio enhancement. The Company witnessed significant growth in its revenue and profitability during the year, reflecting the effectiveness of its business strategies and continued demand for its products across domestic and international markets.

Your Company earned a Total Income of 50,570.74 lakhs in the Financial Year ended March 31, 2026, as compared to the Total Income of 42,436.47 Lakhs for the corresponding Financial Year ended March 31, 2025. There was 19.17% hike in the Total Income of the Company.

Your Companys Net Profit for the Financial Year 2025-26 was 2,752.30 Lakhs as compared to the Net Profit of 1,836.00 Lakhs for the Previous Year i.e. 2024-25.

The financial and operational performance overview and outlook is provided in detail in the Management Discussion and Analysis forming part of this Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS:

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

4. DIVIDEND:

Your Company has not declared dividend for the Financial Year 2025-2026. Looking at the year ahead, the Company is optimistic that with robust revenues and profitability, the Company will augment Shareholder growth in the long term. In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed a suitable Dividend Distribution Policy which is available on the Website of the Company at the web link at https://www.eurobondacp.com/investor-relation.

5. TRANSFER TO RESERVES:

No amount has been proposed to be transferred to the General Reserves during the Financial Year 2025-26.

6. CREDIT RATING:

During the year, "CRISIL Ratings Limited" Crisil Ratings has upgraded its ratings on bank loan facilities of Euro Panel Products Limited "EPPL" to Crisil BBB+/Stable/Crisil A2 from Crisil BBB/Stable/Crisil A3+.

EPPLs revenue has grown to Rs. 423 Cr. in fiscal 2025, driven by volume growth of over 8%, and is expected to increase further in fiscal 2026 with increased capacity utilization. Operating margins have improved by 239 basis points over the past three fiscal years and are expected to remain in the range of 11%-12% over the medium term, driven by increased scale and backward integration.

Further, the Company received its revised ratings from "CARE Ratings Limited ("CARE"). CARE has upgraded its ratings on the bank facilities of the Company, which are CARE BBB+; Stable Positive for Long Term Ratings and CARE A3+ for Short Term Rating.

The ratings assigned to the bank facilities of Euro Panel Products Limited (EPPL) derives strength from extensive experience of promoters with established track record of operations with strong brand presence in Aluminium Composite Panel (ACP) market, volume backed growth in scale of operations along with improvement in profitability, its comfortable financial risk profile and adequate liquidity. The ratings also factor expected growth in its scale of operations and further improvement in EPPLs profitability upon realisation of envisaged benefits from recently completed capex in the near term.

The Company continues to benefit from its established brand "Eurobond" and Promoters extensive experience in manufacturing of the Aluminum Composite Panels (ACP).

7. SHARE CAPITAL:

During the year under review, there has been no change in the share capital of your Company. As on March 31, 2026, the Authorized share capital of the company stood at 26,00,00,000/- (Rupees Twenty-Six Crores only) and paid-up share capital of your Company stood at 24,50,00,000/- (Rupees Twenty-Four Crores and Fifty Lakhs only) consisting of 2,45,00,000 (Two Crores Forty-Five Lakhs only) equity shares of 10/- (Rupees Ten only) each.

Your Company has, during the year under review neither issued any Equity shares with differential voting rights nor issued any shares (including sweat equity shares) to its employees under any scheme.

8. DIRECTOR RETIRING BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Rajesh Nanalal Shah, Managing Director (DIN: 02038392) is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Your directors recommend re-appointment of Mr. Rajesh Nanalal Shah (DIN: 02038392) Managing Director of the Company, who is liable to retire by rotation.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mrs. Krishna Rajesh Shah was appointed as an Executive Director of the Company with effect from May 24, 2025.

Further, subsequent to the close of the financial year, Ms. Daisy Cyril Dsouza (DIN: 09348309) and Mr. Vaibhav Chetan Shah (DIN: 09759573) ceased to be Independent Directors of the Company pursuant to their respective resignations, with effect from May 22, 2026 and May 26, 2026, respectively.

The Board places on record its sincere appreciation for the invaluable counsel, guidance and contributions made by Ms. Daisy Cyril Dsouza and Mr. Vaibhav Chetan Shah during their tenure as Independent Directors and expresses its gratitude for the services rendered by them towards the growth, governance and overall development of the Company.

Further, subsequent to the aforesaid changes, Mr. Rajesh Nagardas Gandhi and Mr. Samarth Ishwar Bhimani were appointed as Additional Non-Executive Independent Directors of the Company with effect from August 14, 2026.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees.

10. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director as required under section 149(7) of the Companies Act, 2013, that he / she meets the criteria for independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/reports and internal policies to enable them to familiarize with the Companys procedures and practices and keep themselves abreast of the latest corporate, regulatory and industry developments. The same has been posted on website of the Company viz; www.eurobondacp.com.

12. CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON NON-DISQUALIFICATION OF DIRECTORS:

None of the Directors of your Company is disqualified under the provisions of Section 164(2) (a) & (b) of the Companies Act, 2013. The Certificate as required under Part-C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, received from Ms. Kala Agarwal, Practicing Company Secretary (C.P. No.: 5356), certifying that, none of the Directors on the Board of the Company, have been debarred or disqualified from being appointed or continuing as Director of the Company by SEBI/ Ministry of Corporate Affairs or any other Statutory Authority, is enclosed with this Report as "Annexure A".

13. MEETING OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

During the Financial Year 2025-2026, 7 (Seven) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company convened during the Financial Year 2025-26 are summarized below:

Date of Meeting	No. of Directors who attended the Board Meetings
1. May 24, 2025	5
2. August 14, 2025	5
3. September 26, 2025	6
4. November 11, 2025	5
5. January 06, 2026	6
6. February 12, 2026	6
7. March 21, 2026	6

The maximum interval between any two meetings did not exceed 120 days, as prescribed under Section 173 of the Companies Act, 2013.

NUMBER OF MEETINGS ATTENDED BY DIRECTOR

Name of Director	No. of Board Meetings attended during the Year 2025-26
1. Rajesh Nanalal Shah	7
2. Divyam Rajesh Shah	6
3. Barkharani Harsh Nevatia	7
4. Daisy Cyril Dsouza	7
5. Vaibhav Chetan Shah	7
6. Krishna Rajesh Shah (w.e.f. 25.05.2025)	5

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has 6 (Six) Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Management Committee. During the year, all recommendations made by the committees were approved by the Board. The composition and terms of reference of all the Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and Listing Regulations.

a) AUDIT COMMITTEE

i) Terms of Reference:

Apart from all matters prescribed in Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee, inter-alia has been entrusted with the functions of review of monitoring of financial reporting processes, accounting policies, recommendations for appointment of Auditors, remuneration and terms of Auditors, review of Financial Statements before submission to the Board for approval.

ii) Composition of the Committee:

During the financial year 2025-26, the Committee met Six (6) time i.e. on May 24, 2025, August 14, 2025, September 26, 2025, November 11, 2025, January 06, 2026, and February 12, 2026 and the time gap between two consecutive Meetings did not exceed one hundred and twenty days. The composition and attendance record of the Members at the Meeting was as follows:

Name of the Member	Designation	No. of Meetings Held	No. of Meetings Attended
Mr. Vaibhav Chetan Shah	Chairman	6	6
Mr. Rajesh Nanalal Shah	Member	6	6
Ms. Barkharani Harsh Nevatia	Member	6	6

b) NOMINATION AND REMUNERATION COMMITTEE (NRC)

i) Terms of Reference:

Apart from the matters specified in Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee, inter-alia has been entrusted with the functions of formulating criteria for determining qualifications, positive attributes and independence of Directors, formulating criteria for evaluation of performance of Independent Directors.

ii) Constitution:

During the Financial Year 2025-26, the committee met once on May 24, 2025, The Composition and attendance record of the members at the meeting was as follows:

Name of the Member	Designation	No. of Meetings Held	No. of Meetings Attended
Ms. Barkharani Harsh Nevatia	Chairperson	1	1
Ms. Daisy Cyril Dsouza	Member	1	1
Mr. Vaibhav Chetan Shah	Member	1	1

The Nomination and Remuneration Committee has adopted a Policy which inter-alia includes the manner of selection of the Board of Directors and Key Managerial Personnel along with criteria for providing remuneration. This Policy is available on the Website of the Company at https://www.eurobondacp.com/ investor-relation.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year 2025-26, the Stakeholder Relationship Committee held its meeting on February 12, 2026. The Composition and attendance record of the members at the meeting was as follows:

Name of the Member	Designation	No. of Meetings Held	No. of Meetings Attended
Ms. Barkharani Harsh Nevatia	Chairperson	1	1
Mr. Divyam Rajesh Shah	Member	1	1
Ms. Daisy Cyril Dsouza	Member	1	1

Contact details of the Compliance Officer / Company Secretary

Ms. Sonal Dharmin Desai	Address:	E-mail:
Company Secretary and	12th Floor, Borivali Sheela CHS	cs@eurobondacp.com
Compliance Officer	Ltd, Solitaire Business Center, Opp Ajanta Talkies, Borivali West, Mumbai - 400092

The Committee has been entrusted with the functions stipulated under Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which includes inter-alia, resolving grievance of security holders, if any and measures for effective voting rights of Shareholders.

d) RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has constituted Risk Management Committee to consider the potential risks of the business of the Company and to plan for the mitigation of the same.

During the financial year 2025-26, the Committee met one time i.e. on August 14, 2025. The composition and attendance record of the Members at the Meeting were as follows:

Name of the Member	Designation	No. of Meetings Held	No. of Meetings Attended
Mr. Rajesh Nanalal Shah	Chairman	1	1
Mr. Divyam Rajesh Shah	Member	1	1
Mr. Vaibhav Chetan Shah	Member	1	1

e) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

The Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Committee is responsible for formulating and recommending to the Board the CSR Policy of the Company, monitoring its implementation, and ensuring that the Company undertakes activities in line with its CSR obligations.

The Committee consists of three (3) Directors, and the Company Secretary acts as the Secretary to the Committee. During the year under review, two (2) meetings of the CSR Committee were held on May 24, 2025, and November 11, 2025.

The attendance records of the Members at the meeting are as under:

Name of Directors	Designation	No. of Meetings Attended
Mr. Rajesh Nanalal Shah	Chairman	2
Mr. Divyam Rajesh Shah	Member	2
Mr. Vaibhav Chetan Shah	Member	2

Terms of Reference:

The role of the committee shall inter-alia include the following:

1) Formulating and recommending the CSR Policy to the Board in line with Schedule VII of the Act.

2) Recommending the amount of expenditure to be incurred on CSR activities.

3) Monitoring implementation and progress of CSR projects and ensuring compliance with statutory requirements.

4) Reviewing and reporting the impact of CSR initiatives and placing updates before the Board.

Name of Directors	Designation
Mr. Rajesh Nanalal Shah	Chairman
Mr. Divyam Rajesh Shah	Member
Mr. Vaibhav Chetan Shah	Member

f) MANAGEMENT COMMITTEE (MC)

The Management Committee of the Company has been constituted by the Board of Directors as a nonstatutory committee to facilitate and expedite decision-making in respect of operational and administrative matters. The Committee functions under the overall supervision of the Board and provides assistance in the efficient management of day-to-day affairs of the Company.

The same has been formed voluntarily by the Company to ensure effective management oversight. The composition of the Committee is as follows:

Name of Directors	Designation
Mr. Rajesh Nanalal Shah	Chairman
Mr. Divyam Rajesh Shah	Member
Mrs. Krishna Rajesh Shah	Member

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a performance evaluation of the individual Directors as well as evaluation of the Board as a whole and its committees have been carried out.

Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company held on March 12, 2026, to evaluate the performance of:

• The Chairman of the Company and performance of non- independent Directors and the Board as a whole.

• Assess the quality, quantity and timeliness of flow of information between the Company management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the performance of the Board of Directors of the Company.

The following metrics were considered for evaluation:

a) Generic parameters

b) Roles and responsibilities to be fulfilled

c) Participation in Board Processes

d) Governance

e) Strategy

f) Effective Communication

g) Stakeholder focus

h) Risk Awareness

The results of evaluation of performance of the Board, its Committees and of individual Directors was found to be satisfactory.

15. MANAGERIAL REMUNERATION:

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to disclose the following information in the Boards Report:

a) Ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the Financial Year 2025-26:

Name	Designation	Remuneration (Amount In Lakhs)	Ratio to median remuneration of employees
Mr. Rajesh Nanalal Shah	Chairman & Managing Director	144.00	51.49%
Mr. Divyam Rajesh Shah	Whole-time Director	69.00	24.67%
Mrs. Krishna Rajesh Shah	Director	19.93	7.13%
Ms. Barkharani Harsh Nevatia	Independent Director	--	Not applicable as only sitting fee is paid to them during the year.
Ms. Daisy Cyril Dsouza	Independent Director	--	Not applicable as only sitting fee is paid to them during the year.
Mr. Vaibhav Chetan Shah	Independent Director	--	Not applicable as only sitting fee is paid to them during the year.

b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2025-26 compared to 2024-25:

Name of Director	Remuneration for the Year ended 2025-2026 (Rs. in Lakhs)	Remuneration for the Year ended 2024-2025 (Rs. in Lakhs)	% change
Mr. Rajesh Nanalal Shah	144.00	144.00	Nil
Mr. Divyam Rajesh Shah	69.00	69.00	Nil
Ms. Barkharani Harsh Nevatia	--	--	--
Ms. Daisy Cyril Dsouza **	--	--	--
Mr. Vaibhav Chetan Shah***	--	--	--
Mrs. Krishna Rajesh Shah*	19.93	--	--
Ms. Sonal Desai	5.60	4.40	27.28

*Appointed as the Director of the Company w.e.f. May 24, 2025

** Resigned as the Independent Director of the Company w.e.f. May 22, 2026

*** Resigned as the Independent Director of the Company w.e.f. May 26, 2026

c) The median remuneration of the employees has increased to 14.30% in 2025-26 as compared to 2024-25.

d) Number of permanent Employees on the rolls of Company:

Financial Year	Number of Permanent Employees on rolls of Company
2025-2026	628
2024-2025	512

e) Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- Not Applicable.

f) Key parameter for any variable component of remuneration availed by the director - Not Applicable as no variable remuneration is paid.

We hereby affirm that remuneration paid to Executive Directors is as per the Nomination and Remuneration Policy of the Company approved by the Board of Directors. The said policy is available on the Website of the Company at https://www.eurobondacp.com/investor-relation.

16. AUDITORS:

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder, the Company at its 09^th Annual General Meeting ("AGM") held on September 9, 2022 ("09^th AGM") approved the appointment of M/s. Jogin Raval and Associates, Chartered Accountants (Firm Regn. No. 128586W) as statutory auditors for a period of 5 years commencing from the conclusion of 09^th AGM till the conclusion of the 14^th AGM i.e. March 31, 2027.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and therefore do not call for further clarification. The Statutory Auditors Report for Financial Year ended March 31, 2026, does not have any qualification and adverse remark.

17. COST AUDITORS:

As per the provisions of Section 148 of the Act and Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 ("the Rules"), the Company is required to maintain Cost Records and get the same audited.

Pursuant to provisions of the Companies Act, 2013 and Rules therein, M/s. Ritesh Jayswal & Associates, Cost and Management Accountants, (Firm Registration No. 101681) were appointed by the Members on September 15, 2025, as the Cost Auditors of the Company to conduct audit of Cost Records for the Financial Year ended March 31, 2026.

18. INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013 and the Rules made there under, M/s. Vipul M. Shah & Associates, Chartered Accountants (Firm Regn. No. 117853W) are the Internal Auditors of the Company. The Audit Committee discussed and reviewed the adequacy of internal audit functions, including the structure of the internal audit and frequency of internal audit.

19. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary (Membership No. FCS 5976/COP No. 5356), Mumbai, to conduct Secretarial Audit for the Financial Year 2025-2026.

The Secretarial Audit Report of Ms. Kala Agarwal Practicing Company Secretary in Form MR-3, for the Financial Year ended March 31, 2026, is annexed to this Annual Report as "Annexure B". The Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks or disclaimer.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

There were no qualifications, reservations or adverse remarks made by the Auditors in their Report. The comments by the auditors in their Report read along within formation and explanation given in Notes to Accounts are self-explanatory and do not call for further explanation.

21. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

During the year under review, the Company incorporated a wholly owned subsidiary, namely Euro Panel Products Trading W.L.L., in the State of Qatar with effect from August 28, 2025. The incorporation of the subsidiary is in line with the Companys strategic objective of expanding its international presence and exploring business opportunities in overseas markets.

Accordingly, as on March 31,2026, the Company had one wholly owned subsidiary and no joint venture or associate company. Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary in Form AOC-1 forms part of this Annual Report as "Annexure H".

Further, subsequent to the close of the financial year, the Company incorporated two subsidiaries, namely Euro Sealant Private Limited on April 28, 2026 and Eurobond Dimensions Private Limited on July 15, 2026. The incorporation of these subsidiaries is a strategic initiative aimed at strengthening the Companys business operations, diversifying its product portfolio, enhancing operational capabilities and expanding its market presence.

22. VIGIL MECHANISM:

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Whistle Blower Policy to establish vigil mechanism for Directors and Employees to report genuine concerns had been framed and implemented. This policy provides a process to disclose information, confidentially and without fear of victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrongdoing within the Company. The Policy on the same is posted on the website of the Company https://www.eurobondacp.com/ investor-relation.

23. EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) and 134(3) (a) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), Annual Return in Form MGT-7 is available on Companys website at https://www.eurobondacp.com/investor-relation.

24. CEO/CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, Mr. Rajesh Nanalal Shah, Chairman & Managing Director and Mr. Divyam Rajesh Shah, Whole-time Director & Chief Financial Officer (CFO) of the Company have submitted a Certificate to the Board of Directors in the prescribed format in respect of financial year ended March 31, 2026, and said Certificate is annexed to this report. The certificate is annexed to this Annual Report as "Annexure G"

25. PROHIBITION OF INSIDER TRADING:

In accordance with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company believes in adhering to the highest standards of transparency and fairness in dealing with all stakeholders and aims to institutionalize strong governance processes to ensure that no insider uses his or her position, with or without the knowledge of the Company, for personal benefit, or to provide benefits to any third party. Towards this end, the Company has adopted a Code of Conduct for prevention of Insider Trading which is available on the Website of the Company at https://www.eurobondacp.com/investor- relation.

26. RISK ASSESSMENT POLICY:

The Company has a Risk Management System for managing the risks involved in all activities to maximize opportunities and minimize adversity. A policy to assist in decision making processes that will minimize potential losses, improve the management of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives has been developed and placed on the Companys Website at https://www. eurobondacp.com/investor-relation.

27. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company since the close of the Financial Year of the Company, i.e. March 31, 2026 till the date of this Report.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

29. INTERNAL FINANCIAL CONTROLS:

The Company has effective internal control and risk-mitigation system, which are constantly assessed and strengthened. The Companys internal control system is commensurate with its size, scale and complexities of its operations.

In terms of Section 134 of the Companies Act, 2013, adequate policies and procedures have been adopted by the Company for ensuring:

a. Orderly and efficient conduct of business,

b. Including adherence to Companys policies,

c. Safeguarding of its Assets,

d. Prevention and detection of frauds and errors,

e. Accuracy and completeness of the accounting records,

f. Timely preparation of reliable financial information.

Further according to Section 143 of the Companies Act, 2013, the Statutory Auditors of the Company have affirmed that the Company has adequate Internal Financial Controls in place and are effective and efficient. The Certificate from the Managing Director and Chief Financial Officer, in terms of Regulation 17(8) of the SEBI Listing Regulations, provided in the Annual Report, also certifies the adequacy of our Internal Control systems and procedures.

30. INSURANCE:

The Companys assets, including Plant and Machinery, Furniture and Fixtures and Current Assets are adequately insured against risks.

31. PARTICULARS OF LOANS GIVEN. GUARANTEES GIVEN & INVESTMENTS MADE BY THE COMPANY:

In terms of Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules 2014, details of Loans, Guarantees or Investments are given in Notes to the Financial Statements, which forms a part of this Annual Report.

32. PUBLIC DEPOSITS:

During the Financial Year 2025-2026, the Company did not invite or accept any deposits from the public under the provisions of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

33. LISTING FEES:

The Equity Shares of the Company were listed on the National Stock Exchange of India Limited (NSE) Emerge with Symbol "EUROBOND" and on BSE Limited with Scrip Code "544461".

During the year under review, the Company migrated from the NSE Emerge Platform to the Main Board of the National Stock Exchange of India Limited (NSE), and its Equity Shares were listed and admitted to trading on the Main Board of NSE with effect from August 1, 2025. The Equity Shares of the Company continue to be listed on BSE Limited.

The Company confirms that the annual listing fees payable to both the Stock Exchanges for the Financial Year 2025-26 have been duly paid.

34. RELATED PARTY TRANSACTIONS:

There have been no materially significant related party transactions undertaken by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arms length basis and were in ordinary course of business. Particulars of material related party transaction are provided in Form AOC-2 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and annexed as part of this Annual Report as Annexure C". Further, suitable disclosure has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Companys website which is available at https://www.eurobondacp.com/investor-relation.

35. CORPORATE GOVERNANCE REQUIREMENTS:

The Company was listed on the NSE Emerge Platform of the National Stock Exchange of India Limited up to July 31, 2025, and, accordingly, the provisions relating to Corporate Governance as specified under Regulations 17 to 27 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") were not applicable to the Company pursuant to Regulation 15 thereof.

Pursuant to the successful migration of the Companys equity shares from the NSE Emerge Platform to the Main Board of the National Stock Exchange of India Limited and listing on BSE Limited with effect from August 1, 2025, the Corporate Governance requirements prescribed under the SEBI Listing Regulations became applicable to the Company.

The Company recognizes Corporate Governance as a key driver of sustainable growth, enhanced stakeholder trust and long-term value creation. The Board and the Management remain committed to maintaining the highest standards of integrity, transparency, accountability and ethical business practices. During the year under review, the Company undertook necessary measures to align its governance framework with the applicable requirements of the SEBI Listing Regulations and continues to strengthen its internal controls, compliance systems and governance practices in line with evolving regulatory expectations and industry best practices.

A separate Report on Corporate Governance, together with the requisite certificate regarding compliance with the conditions of Corporate Governance, forms an integral part of this Annual Report.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report in terms of Regulation 34, read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Statements in the Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable Laws and Regulations and futuristic in nature. Actual performance may differ materially from those either expressed or implied. Such statements represent intentions of the Management and the efforts put into them to realize certain goals. Success in realizing these depends on various factors both internal and external. Investors, therefore, are requested to make their own independent judgments.

37. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is firmly committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and in a harassment free workplace to all employees without regard to race, caste, religion, colour, ancestry, marital status, gender, age, nationality, ethnic origin or disability.

A policy has been framed in accordance with the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and Rules framed thereunder. This Policy extends to all employees of the Company and the group Companies. It is deemed to be incorporated in the service conditions of all Employees of the Company in India.

During the year under review, no complaints of sexual harassment were received under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. This Policy is available on the Companys website on www.eurobondacp.com.

38. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE:

Your Company is in compliances of Maternity Benefit Act, 1961 for the year under review.

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

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Annual Report annexed as "Annexure D".

40. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII to the Act; the provisions of the Corporate Social Responsibility became applicable to the Company for the F.Y. 2025-26 as the Net Profit of the Company as March 31, 2026 exceed Rs. 5 crores. Accordingly, the Company constituted a Corporate Social Responsibility Committee on August 02, 2022 and has also formulated a CSR policy. This Policy is available on the Companys website on www.eurobondacp.com.

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure ‘F of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Companys average CSR obligation of three immediately preceding financial years is below ten crore rupees hence impact assessment is not applicable.

41. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards had been followed and there are no material departures from the same;

b) The Directors have 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 the Company as at March 31, 2026 and of the Profit of the Company for the year ended on that date;

c) The Directors have 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;

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operate effectively.

42. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:

In terms of Regulation 26 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct with reference to the year ended March 31, 2026. Declarations given by the Managing Director and CFO have been attached with the Annual Report as "Annexure E."

The Code of Conduct has also been hosted on the Website of the Company.

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The company has complied with all the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India under Section 118(10) of the Companies Act, 2013.

44. FRAUD REPORTING:

During the year under review, one instance of fraud involving the Company was noticed/reported, pertaining to stock held at the warehouse, aggregating to 27.50 lakhs.

The Statutory Auditors have reported that, based on the information and explanations provided to them, no report under Section 143(12) of the Companies Act, 2013 was required to be filed by them in Form ADT-4, as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014, with the Central Government.

The Company has a Whistle Blower/Vigil Mechanism in place and has taken into consideration the whistle blower complaints received during the year while determining the nature, timing and extent of the audit procedures, as applicable.

45. LEGAL PROCEEDINGS INITIATED BY OR AGAINST THE COMPANY UNDER INSOLVENCY AND BANKRUPTCY CODE AND/OR OTHER ACTS:

During the year there was no application made or any proceeding pending, under the Insolvency and Bankruptcy Code, 2016, by or against the Company.

46. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The relevant details in this regard are provided hereunder:

Particulars	Status
1. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year i.e., as on April 1, 2025	NIL
2. Number of shareholders who approached issuer for transfer of shares from suspense account during the year 2025-26	NIL
3. Number of shareholders to whom shares were transferred from suspense account during the year 2025-26	NIL
4. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year March 31, 2026	NIL

47. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks to all the Employees of the Company for their continuing commitment and dedication. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders such as Banks, Financial Institutions, various State and Central Government Authorities, Customers, Vendors, Stock Exchanges and last but not the least our valued Shareholders, for all their support and trust reposed in the Company.