BirlaNu Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 79th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March31, 2026.

Summary of Financial Performance

Consequent to the merger of Crestia Polytech Private Limited, Aditya Poly Industries Private Limited, Aditya Polytechnic Private Limited, Prabhu Sainath Polymers Private Limited and Topline Industries Private Limited (wholly owned subsidiaries) with the Company effective from March31, 2026, with the appointed date being April 5, 2024, the standalone financial statements of the Company for FY26 include the financials of the said wholly owned subsidiaries and accordingly figures of FY25 have also been restated.

The financial performance of the Company for the financial year ended March31, 2026 is summarised below:

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	2,511.44	2,424.15	3,785.11	3,644.70
Earnings before Interest, Depreciation, Amortization & Tax	145.76	104.65	64.28	88.05
Less : Interest	36.08	36.79	68.23	68.24
Depreciation & Amortization	87.53	85.19	151.40	144.08
Profit/(Loss) Before Tax and Exceptional items	22.15	(17.33)	(155.36)	(124.28)
Add/(Less): Exceptional items / Profit / (Loss) from JV	(34.79)	81.89	39.35	80.82
Profit/(Loss) before tax for the year	(12.64)	64.56	(116.01)	(43.46)
Less: Tax expense	1.41	10.97	3.55	(10.55)
Profit/(Loss) after tax for the year	(14.05)	53.59	(119.56)	(32.90)
Other Comprehensive Income/(Loss) (Net of tax)	(0.28)	(0.73)	41.15	5.15
Total Comprehensive Income/(Loss) for the year	(14.33)	52.86	(78.42)	(27.75)
Basic Earnings Per Share (H)	(18.63)	71.07	(158.55)	(43.63)
Diluted Earnings Per Share (H)	(18.63)	71.07	(158.55)	(43.63)

Revenue

BirlaNu achieved a net revenue from operations of RS. 2,427 crore as against RS. 2,390 crore in the previous year on standalone basis, an increase of 2% and on consolidated basis registered a net revenue from operation of RS. 3,730 crore as against RS. 3,615 crore in the previous year recording an increase of 3%.

With the addition of new capacities and introduction of new products, the Company anticipates a positive growth momentum in the coming year.

Interest & Loans

Interest cost for the financial year 2025-26 has remained largely stable at RS. 36.08 crore on a standalone basis as against RS. 36.79 crore during the previous year. On consolidated basis, interest cost for the financial year 2025-26 stood at RS. 68.23 crore as against RS. 68.24 crore in the previous year.

At a standalone level, borrowings increased marginally, despite additional borrowings towards the acquisition of Clean Coats and capex for capacity enhancement, primarily due to efficient working capital management. The overall interest cost, however, remained at a similar level, supported by a reduction in interest rates.

As on March31, 2026, the Company has outstanding borrowings of RS. 458 crore on standalone basis and RS. 852 crore on consolidated basis. The debt equity ratio on consolidated basis stood at 0.77 times as of March31, 2026 as against 0.59 times as of March31, 2025.

Profit Before Tax

During the year under review, BirlaNu registered a profit before tax (PBT) of RS. 22.15 crore (excluding exceptional items) on a standalone basis, as against a loss before tax of RS. 17.33 crore in the previous year. This improvement was driven by volume growth across most product categories and cost optimisation initiatives undertaken during the year, which partially offset the impact of lower price realisation across most product categories. The Company also witnessed volatility in resin prices during the year, arising from geopolitical developments in Western Asia.

Loss before tax (excluding exceptional items) on a consolidated basis for the financial year 2025-26 stood at RS. 155.36 crore as against loss before tax of RS. 124.28 crore in the previous year, largely due to the continued weak demand for flooring products in the European market.

In the standalone financial statements, exceptional items include a provision for diminution in the value of equity investment in BirlaNu International GmbH amounting to RS. 74 crore, based on independent impairment assessment and profit of RS. 39 crore on sale of certain non-core assets. The profit on sale of non-core assets has also been recognised in the consolidated financial statements.

Net Worth

On a consolidated basis, the net worth of the Company as on March 31, 2026 stood at RS. 1,110 crore as against RS. 1,211 crore in the previous year.

The consolidated earnings per share (basic) for the financial year ended March31, 2026 stood at H (158.55) per share as against H (43.63) per share for the financial year ended March31, 2025.

A detailed segment-wise business performance of the Company for the financial year 2025-26 is included in the Management Discussion and Analysis report forming part of this Annual Report.

Acquisition

During the financial year 2025-26, the Board of Directors approved acquisition of 100% equity share capital of Clean Coats Private Limited ("Clean Coats") on the terms and conditions as agreed under the Share Purchase Agreement ("SPA") (includes amendment(s) and addendum(s) thereof) to strengthen the Companys business in the construction chemicals segment. As per the terms of the said SPA, the Company acquired 100% of the paid-up equity share capital of Clean Coats on November 11, 2025, thereby making Clean Coats a wholly owned subsidiary of the Company with effect from the same date.

Dividend

The Board at its meeting held on May 12, 2026 has recommended a final dividend of RS. 15/- (i.e. 150%) per equity share of RS. 10/- each for the financial year 2025-26. The dividend pay-out is subject to the approval of the shareholders at 79th Annual General Meeting of the Company. As per Income Tax Act, 1961, as amended, dividend declared/paid after April 1, 2020 will be taxable in the hands of the shareholders. Shareholders are requested to visit https://cms.birlanu.com/public/media/2025/03/13/ faqs-on-tds.pdf.

The Company has fixed Thursday, July 30, 2026 as the "Record Date" for the purpose of determining the entitlement of shareholders to receive the final dividend for the financial year ended March31, 2026.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Board of Directors of the Company have adopted a Dividend Distribution Policy. The policy lays down a broad framework and factors which the Board would consider for deciding the distribution of dividend to its shareholders. The said policy is available on the Companys website https:// cms.birlanu.com/public/media/2025/03/13/dividend-distribution-policy-2021.pdf.

Transfer to General Reserves

During the year under review, the Company has not transferred any amount to General Reserves.

Share Capital

Consequent to the Scheme of Amalgamation of Crestia Polytech Private Limited (a wholly owned subsidiary of BirlaNu Limited) and Aditya Poly Industries Private Limited, Aditya Polytechnic Private Limited, Prabhu Sainath Polymers Private Limited and Topline Industries Private Limited (wholly owned subsidiaries of Crestia Polytech Private Limited and step-down subsidiaries of BirlaNu Limited) (collectively referred to as the "Transferor Companies") with BirlaNu Limited (the "Transferee Company" or the "Company") becoming effective on March31, 2026, the Authorised Share Capital of the Company increased from RS. 10,00,00,000 (Ten crore) divided into 95,00,000 (Ninety-five lakh) Equity shares of RS. 10/- each, and 50,000 (Fifty thousand) preference shares of RS. 100/- each to RS. 36,15,00,000 (Thirty Six crore Fifteen lakh) divided into 3,56,50,000 (Three crore Fifty Six lakh Fifty Thousand) equity shares of RS. 10/- each and 50,000 (Fifty thousand) preference shares of RS. 100/- each. Accordingly, the capital clause of Memorandum of Association of the Company has been updated.

The paid-up equity share capital as on March31, 2026 was RS. 754.09 lakh divided into 75,40,899 equity shares of RS. 10/- each. During the year under review, there was no change in the paid-up equity share capital of the Company.

Listing with Stock Exchanges

The equity shares of the Company continue to be listed on National Stock Exchange of India Limited and BSE Limited. Annual listing fees for the financial year 2026-27 has been paid to these exchanges within the prescribed timelines. There was no suspension in trading of the equity shares of the Company during the financial year 2025-26.

Management Discussion and Analysis

A report on Management Discussion and Analysis is appended to this report as per the requirements of SEBI Listing Regulations.

Board of Directors, its Committees and their Meetings

The Company has a professional Board with an optimum combination of executive, non-executive and independent directors, including woman directors, who bring in the right mix of knowledge, skill and expertise.

The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

As per the declarations received by the Company, none of the Directors are disqualified under Section 164(2) and other applicable provisions of the Companies Act, 2013 ("the Act"). Certificate on non-disqualification as required under Regulation 34 of SEBI Listing Regulations forms part of the Corporate Governance Report.

During the financial year, 5 (five) meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Act and Secretarial Standards issued by the Institute of Company Secretaries of India. The date(s) of the Board Meeting and attendance of the Directors are given in the Corporate Governance Report forming part of this annual report. The time-gap between any two consecutive meetings was within the period prescribed under the Act and SEBI Listing Regulations.

The Board has constituted the following five Committees:

1. Audit Committee

2. Nomination and Remuneration cum Compensation Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of all the above Committees along with their terms of reference, composition, number of meetings and attendance at the meetings are provided in detail in the Corporate Governance Report annexed to this Boards Report.

Changes in Directors and Key Managerial Personnel

During the period under review, there were no changes to the Board of Directors of your Company.

In accordance with provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Ms. Amita Birla (DIN: 00837718) Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The brief details with respect to appointment of Ms. Amita Birla, as required to be disclosed in accordance with Regulation 36 of SEBI Listing Regulations, Companies Act, 2013 and Secretarial Standards are included in the notice of the ensuing Annual General Meeting forming part of this Annual Report.

Apart from receiving directors remuneration and sitting fee, no Non-executive Director except Ms. Nidhi Killawala, who is partner in Khaitan & Co. LLP, and Mr. CK Birla, Chairman, and Ms. Amita Birla, Non-executive Director who are relatives of Ms. Avanti Birla, President-Strategy had any pecuniary relationship with the Company. The details of transactions entered into with Khaitan & Co. LLP and its affiliate firms and Ms. Avanti Birla forms part of the notes to the financial statements of the Company for the financial year 2025-26. (Refer note no. 40).

In terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon declarations received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that they are independent of the management.

Further, in the opinion of the Board, there has been no changeinthecircumstanceswhichmayaffecttheirstatus as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Independent Directors are not subject to retire by rotation. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board members and Senior Management and Codes under SEBI (Prohibition of Insider Trading) Regulations, 2015.

In terms of provisions of Section 203 of the Act, during the financial year 2025-26 there was no change in the key managerial personnel of the Company and the following continued to hold their respective offices as on March31, 2026:

i. Mr. Akshat Seth, Managing Director & CEO ii. Mr. Ajay Kapadia, Chief Financial Officer iii. Ms. Nidhi Bisaria, Company Secretary and Compliance Officer

Board Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, every year a formal evaluation of the performance of the Board, its Committees, the Chairman and the individual directors is conducted. Structured forms covering evaluation of the Board, the Committees of the Board, the Chairperson, Independent Directors and Non-Independent Directors are devised for evaluation by all the Directors. Each Director is rated against various criteria such as composition of the Board, receipt of regular inputs and information, functioning, performance and structure of the Board Committees, skill set, knowledge and expertise of directors, preparation and contribution at the Board meetings, leadership, etc.

The Board reviews the key skills/expertise/competence of the Directors, so that the Board of Directors comprises of a diverse and multidisciplinary group of professionals with requisite skills/expertise/competence who can contribute towards providing strategic direction to the Companys management upholding the highest standards of Corporate Governance.

Further, as per the SEBI Listing Regulations, the following is the matrix of skills and competencies on which all the Directors are evaluated:

f Governance and Board service f Business understanding f Risk/Legal/Regulatory compliance f Information Technology/ Accounting/ Financial experience f Industry/Sector knowledge f Strategy development and implementation

In a separate meeting of Independent Directors, performance of Non-Independent Directors (NEDs), the Board as a whole and the Chairman of the Company was evaluated. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The evaluation was carried out in terms of the Nomination, Remuneration & Evaluation Policy of the Company. The Nomination and Remuneration cum Compensation Committee of the Company annually reviews the performance evaluation process.

The evaluation process confirms that the Board and its Committees continue to operate effectively and that the performance of the Directors meets expectations.

Familiarisation Program for Independent Directors

In addition to giving a formal appointment letter to the newly appointed Independent Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the director under the Companies Act, 2013 and relevant Regulations of SEBI Listing Regulations are given and explained to the new Director.

Pursuant to Regulation 25(7) of SEBI Listing Regulations, conducting familiarization programmes for the Independent Directors in the Company is a continuous process, whereby Directors are informed, either through presentations at the Board or the Committee meetings, board notes, interactions or otherwise about industry outlook, business operations, future strategies, business plans, competitors, market positions, products and new launches, internal and operational controls over financial reporting, budgets, analysis on the operations of the Company, etc.

Pursuant to Regulation 46 of SEBI Listing Regulations, the details required are available on the Companys website https://cms.birlanu.com/public/media/2026/04/08/ familiarization-program-2025-26.pdf.

Policy on Directors Appointment and Remuneration

The Company endeavours to have an appropriate mix of executive, non-executive and independent directors to maintain independence from the management and they continuously provide guidance on appropriate governance. The selection and appointment of Board members are done on the recommendations of the Nomination and Remuneration cum Compensation Committee. The appointments are based on meritocracy and having due regard for diversity. While evaluating the candidature of an independent director, the Committee abides by the criteria for determining independence as stipulated under the Companies Act, 2013 and the SEBI Listing Regulations. In case of re-appointment of directors, the Board takes into consideration the results of the performance evaluation of the directors.

The Nomination, Remuneration & Evaluation Policy for Directors, Key Managerial Personnel and Senior Management is placed on the website of the Company and can be accessed through the web link https://cms. birlanu.com/public/media/2025/03/19/nomination-remuneration-evaluation-policy.pdf.

The objective of the Companys remuneration policy is to attract, motivate and retain qualified and expert individualsthattheCompanyneedstoachieveitsstrategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of the Companys stakeholders.

Corporate Social Responsibility (CSR)

The Board has constituted a CSR Committee and has a well-defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013, which covers the activities as prescribed under Schedule VII of the Act. The details about the CSR Committee are provided in the Corporate Governance Report, which forms part of this Report.

During the financial year 2025-26, the Company was required to spend RS. 199.15 lakh, i.e., 2% of average of the net profits of last three financial years, on CSR activities and the actual fund allocated and spent during the financial year 2025-26 on CSR activities was RS. 210.92 lakh. Accordingly, the excess CSR spend of RS. 11.77 lakh is carried forward for set off against the CSR obligation of the Company up to succeeding three financial years, i.e., up to financial year 2028-29. The Annual Report on CSR Activities, pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Report as Annexure I.

The CSR policy of the Company is placed on the Companys website and can be accessed through the web link: https://cms.birlanu.com/public/media/2025/03/13/ csr-policy.pdf.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company for the financial year 2025-26 can be accessed through the web link on the Companys website https://cms.birlanu.com/public/ media/2026/04/14/annual-return-mgt-7-2025-26.pdf.

Directors Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in financial statements, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time and to the best of their knowledge and information furnished, the Board of Directors state that:

I. In preparation of the Annual Accounts for the financial year ended March31, 2026, all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and Companies Act, 2013 have been followed and there were no material departures. II. They have adopted 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 at the end of the financial year and of the loss of the Company for the financial year ended March31, 2026.

III. They 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.

IV. The Annual Accounts for the financial year ended March31, 2026 have been prepared on a going concern basis.

V. Proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

VI. The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Risk Management

The Company has constituted a Risk Management Committee of the Board to review the enterprise risk management plan/process of the Company. The Risk

Management Committee identifies potential risks, assesses their potential impact and develops strategies to mitigate the risks. Periodic follow-ups to monitor the status of strategies/actions initiated to mitigate the risks is also conducted.

The Company has a Risk Management Policy which is approved and reviewed by the Board from time to time. The Risk Management Policy acts as an overarching statement of intent and establishes the guiding principles by which risks are identified, assessed and mitigated across the organization. The Board reviews the risks associated with the enterprise periodically and oversees the implementation of various aspects of the Risk Management Policy through a duly constituted Risk Management Committee ("RMC"). The RMC assists Audit Committee/ the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall Enterprise Risk Management "ERM" ( ) Framework.

There are no risks identified by the Board which may threaten the existence of the Company. Please refer detailed section on risk management covered in the Management Discussion and Analysis which is an integral part of this Annual Report.

The details about composition of the Risk Management Committee, its meetings and attendance are provided in Corporate Governance Report which forms part of this Annual Report.

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a detailed report on Corporate Governance forms an integral part of this Annual Report and is set out as a separate section.

The certificate of M/s. B S R and Co, (ICAI Firm Registration Number 128510W), Chartered Accountants, the Statutory Auditors of the Company, certifying compliance with the conditions of corporate governance as stipulated in the SEBI Listing Regulations is annexed with the Report on Corporate Governance. The Auditors certificate for the financial year 2025-26 does not contain any qualification, reservation or adverse remark.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Vigil Mechanism

The Company has in place a robust vigil mechanism through a Whistle Blower Policy to deal with instances of illegal practices, unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct and Ethics Policy.

Adequate safeguards are provided against victimization to those who take recourse to the mechanism. The details of the Whistle Blower Policy are explained in the Corporate Governance Report. The Whistle Blower Policy is available on the Companys website and can be accessed through the web link: https://cms.birlanu.com/ public/media/2025/03/13/whistle-blower-policy.pdf. The complaints received under Whistle Blower Policy are investigated thoroughly and detailed update including action taken, if any, on the same are presented to the Audit Committee and Statutory Auditors of the Company. Three complaints were received during the financial year 2025-26, two of them have been resolved with appropriate action and one was pending for resolution as on March31, 2026.

Policy on Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Prevention of Sexual Harassment at Workplace Act, 2013 and the Rules thereunder. The Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.

The details of the number of cases filed under sexual harassment and their disposal, during the financial year 2025-26 is as under:

Number of cases pending as on the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of cases pending as on the end of the financial year	Nil
Number of workshops or awareness programs against sexual harassment carried out	The Company regularly conducts necessary awareness programs for its employees and all employees are provided detailed education during the induction.
Nature of action taken by the employer or district officer	Not Applicable

Related Party Transactions

In line with the requirements of the Act and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions ("RPT Policy") for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is uploaded on the website of the Company and can be accessed through the web link: https://cms. birlanu.com/public/media/2025/03/13/related-party-transaction-policy.pdf.

All related party transactions were at arms length basis and in the ordinary course of business. All the related party transactions were reviewed and approved by the Audit Committee/ Board, as may be applicable. With a view to ensure continuity of day-to-day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis, from the Audit Committee/Board. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

During the year under review, the Company entered into one material related party transaction i.e. payment of remuneration to Ms. Avanti Birla, a related party within the definition of Section 2(76) of the Act, occupying the office or place of profit in the Company and the same are approved by the Audit Committee, the Board and the shareholders at their respective meetings as required under the provisions of Regulation 23 and other applicable provisions, if any, of the SEBI Listing Regulations read with Section 177 and 188 and other applicable provisions, if any, of the Companies Act, 2013. Accordingly, the disclosure of the said related party transaction as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is made in Form AOC-2 annexed to this Report as Annexure - II.

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

Internal Financial Controls and its Adequacy

The Company has put in place adequate internal financial control procedures, commensurate with its size, complexity, and nature of business. The Company has identified and documented key financial controls impacting the financial statements as part of its standard operating procedures. These financial controls are tested for operating effectiveness through periodic monitoring and review by the management and are also independently evaluated by the Internal Auditor as part of internal audit reviews. Where control gaps or weaknesses are identified through such reviews, appropriate corrective measures are implemented to strengthen the control environment, and the revised controls are reviewed at regular intervals.

Further, BirlaNu continues to remain vigilant in responding to the evolving cybersecurity threat landscape. As part of its efforts to maintain a robust cybersecurity posture, the Company actively monitors emerging cybersecurity risks and incidents to enhance compliance and ensure sustained resilience. BirlaNus continued focus on leveraging technology remains aligned with delivering business value and enabling a future-ready organisation. The Company continues to be certified under the Information Security Management System (ISMS) standard ISO 27001:2013. During the year, focused initiatives were undertaken in the areas of cybersecurity awareness, personnel training, and capability building to foster a strong security-conscious culture. In addition, BirlaNu undertakes periodic comprehensive cybersecurity assessments with the support of third-party subject matter experts to identify and address gaps, as applicable.

Based on such reviews, nothing has come to the attention of the Directors to indicate that any material breakdown in the functioning of the Companys internal financial controls, procedures, or systems occurred during the year.

Auditors

Statutory Auditors

M/s. B S R and Co, Chartered Accountants (FRN – 128510W) have been appointed as Statutory Auditors of the Company for a period of five years, i.e., from conclusion of 75th Annual General Meeting (AGM), held on July 29, 2022, till the conclusion of the 80th Annual General Meeting of the Company to be held in year 2027 under the provisions of Section 139 and 142 of the Companies Act, 2013 read with Rules made thereunder.

The Auditors Report for the financial year 2025-26 does not contain any reservation, qualification or adverse remark, on the financial statements of the Company. Auditors Report is self-explanatory and therefore, does not require further comments and explanation.

Further, in terms of Section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

Internal Auditors

The Company has an effective fulltime in-house and professionally competent internal audit team, which regularly monitors the effectiveness of the internal control systems. This function reports to the Audit Committee and the Managing Director about the adequacy and effectiveness of the internal control systems of the Company as well as the periodical results of its review of the Companys operations as per an internal audit plan duly approved by the Audit Committee. The in-house internal audit team works in tandem with M/s. Ernst and Young, LLP, whose professional services have been availed by the Company to audit specific locations and processes as per the Internal Audit plan approved by the Audit Committee. Together, they provide a robust framework.

The recommendations of the internal audit teams on improvements in the operating procedures and control systems for strengthening the operating procedures are also presented periodically to the Audit Committee.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the rules framed thereunder, the cost audit records maintained by the Company in respect of its specified products are required to be audited by a Cost Auditor. The Board of Directors at its meeting held on May 12, 2026, on recommendation of the Audit Committee, re-appointed M/s. S.S. Zanwar & Associates, (Firm Registration No. 100283), as Cost Auditor of the Company, to conduct the audit of the cost records of the Company for the financial year ending March31, 2027 at a remuneration of RS. 9 lakh (Rupees Nine lakh only) plus applicable taxes and out of pocket expenses. The requisite resolution for ratification of remuneration of Cost Auditor by the shareholders of the Company has been set out in the Notice of ensuing AGM. The Cost Auditor has certified that their appointment is within the limits as prescribed under Section 141(3)(g) of the Act and that they are not disqualified from such appointment within the meaning of the said Act.

Secretarial Auditor

M/s. Ranjeet Pandey & Associates, Company Secretaries (CP No. 6087) has been appointed as Secretarial Auditor of the Company for a term of five consecutive years, i.e., from financial year 2025-26 till the financial year 2029-30 in accordance with the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder and Regulation 24A of SEBI Listing Regulations.

The Company has undertaken an audit for the financial year 2025-26 for all the applicable compliances under various regulations, circulars and notifications issued by the Securities and Exchange Board of India ("SEBI") and accordingly received Annual Secretarial Compliance Report from M/s. Ranjeet Pandey & Associates, Company Secretaries in terms of the SEBI Circular dated February 8, 2019 without any observations or comments and a copy of the same has been submitted to the Stock Exchanges within the prescribed time limit.

The Secretarial Audit Report issued by M/s. Ranjeet Pandey & Associates, Company Secretaries for the financial year ended March31, 2026, is given in Annexure III attached hereto and forms part of this report. The report does not contain any qualifications, reservations or adverse remarks.

During the year under review, the Secretarial Auditor has not reported any matter under Section 143(12) of the Act, and therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

Particulars of Loans, Guarantees or Investments

The details of loans, guarantees / security provided and inter-corporate investments made during the financial year ended March31, 2026, forms part of the notes to the financial statements of the Company for the financial year 2025-26 at note no. 7, 9, 38 and 53.

During the financial year, the Company acquired 1,67,300 equity shares of Clean Coats Private Limited of RS. 100/- each, thereby making it a wholly owned subsidiary of the Company with effect from November 11, 2025, at an aggregate consideration of RS. 113.22 crore.

Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on March31, 2026.

Subsidiaries and Joint Ventures

The Scheme of Amalgamation of Crestia Polytech Private Limited (a wholly owned subsidiary of BirlaNu Limited) and Aditya Poly Industries Private Limited, Aditya Polytechnic Private Limited, Prabhu Sainath Polymers Private Limited and Topline Industries Private Limited (wholly owned subsidiaries of Crestia Polytech Private Limited and step-down subsidiaries of BirlaNu Limited) with BirlaNu Limited has been approved by the Honble National Company Law Tribunal, Kolkata Bench, vide order dated March10, 2026. A certified true copy of the said order has been filed with the Registrar of Companies on March31, 2026, being the Effective Date of the Scheme. The said subsidiary companies stand dissolved without winding up with effect from March31, 2026.

The following are the details of subsidiaries and joint ventures of the Company as on March31, 2026:

Sl. No. Legal name of the entity	Relationship	Country of incorporation and Date	Full address
Indian Subsidiaries
1 Clean Coats Private Limited	Wholly Owned Subsidiary	India, 31.12.1999	K 30/1, Addl Ambernath Ind Area, M.I.D.C., Anand Nagar, Ambernath (East), Thane, Maharashtra, India, 421506
Overseas Subsidiaries
2 BirlaNu International GmbH	Wholly Owned Subsidiary (WOS)	Germany, 03.07.2018	Millenkamp 7-8, 48653 Coesfeld, Germany
3 Parador Holding GmbH	Step Down Subsidiary (WOS to HIL International GmbH)	Germany, 20.06.2016	Millenkamp 7-8, 48653 Coesfeld, Germany
4 Parador GmbH	Step Down Subsidiary (WOS to Parador Holding GmbH)	Germany, 21.09.2015	Millenkamp 7-8, 48653 Coesfeld, Germany
5 Parador Parkettwerke GmbH	Step Down Subsidiary (WOS to Parador GmbH)	Austria, 10.04.1998	Wiener Strasse 66, 7540 G?ssing, Austria
6 Parador (Shanghai) Trading Co., Ltd.	Equity Joint Venture 50%	Republic of China,	Room 1006, Floor 10, No 233 Taicang Road,
	of Parador GmbH and	08.08.2018	Huangpu District, Shanghai
	50% Horgus Oriental
	Glamour Co., Ltd.		Municipality, the Peoples Republic of China
7 Parador UK Limited	Step Down Subsidiary (WOS to Parador GmbH)	England and Wales, 13.07.2022	C/o Rodl & Partner Legal Ltd. 170 Edmund Street Ground Floor, Birmingham, United Kingdom B3 2HB
8 Parador Inc.	Step Down Subsidiary (WOS to Parador GmbH)	United States of America 23.01.2025	1209 Orange Street, City of Wilmington, Country of New Castle, Zip Code 19801

In compliance with the requirements of SEBI Listing Regulations, the Company has appointed Dr. Arvind Sahay, Independent Director of the Company as a Director on the Board of BirlaNu International GmbH, Germany (material wholly owned subsidiary).

Supercor Industries Limited

The Company holds 33% of the share capital in Supercor Industries Limited ("Supercor"), a company incorporated under the laws of Nigeria. The State Government of Bauchi, Nigeria and other shareholders hold the remaining 67% of the share capital in Supercor.

During the year there was no significant development at Supercor Industries Limited. Supercor had already suspended its operations since the year 2016 due to cash flow crisis. The Company informed the Board of Supercor Industries Limited about its intention to sell its stake and has not been participating in any of the discussions of the Board / Management for last five years. The Interim Board set up by the Nigerian Government is not responsive and the Company is waiting to hear from the Board of Supercor for deciding further course of action. Accordingly, the Company has submitted an application to Reserve Bank of India (RBI) for suspension of UAN allotted towards the above said investment in Supercor and the same has been suspended by RBI. In view of the above, the Company is not in a position to obtain any information/financials from the Joint Venture entity and hence the consolidated financial statements do not include the financial performance of Supercor Industries Ltd.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/Joint Ventures in Form AOC-1 is attached as Annexure IV to this report.

Scheme of Amalgamation

During the year, the Board of Directors, at its meeting held on February 13, 2026, approved a proposal for the amalgamation of the Companys wholly owned subsidiary, Clean Coats Private Limited with the Company. The amalgamation will be executed through a Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. This strategic initiative aligns with the Companys long-term vision of optimizing operational efficiencies, strengthening market presence, and leveraging synergies within the Construction Chemicals segment where the involved transferor entity is currently engaged. The above Scheme is subject to necessary approvals from the shareholders, creditors and regulatory authorities, including the jurisdictional National Company Law Tribunal, Regional Director, Ministry of Corporate Affairs and the Registrar of Companies, as may be applicable.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. As per the provisions of Section 136 of the Companies Act, 2013, the Company has also placed audited accounts of its Subsidiaries on its website.

Particulars of Employees, Directors and Key Managerial Personnel

The disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V, which forms an integral part of this Report. Further, in terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information will be made available for inspection through electronic mode by writing to the Company at cs@birlanu.com from the date of circulation of the AGM Notice till the date of the AGM.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure VI attached hereto and forms part of this Report.

Business Responsibility and Sustainability Report

BirlaNu strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational targets and improving economic performance to ensure business continuity and sustainable growth.

Pursuant to Regulation 34(2)(f) of the Securities Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") of the Company for the financial year ended March31, 2026 is available on the website of the Company at https://cms.birlanu.com/ public/media/2026/06/23/brsr-fy2025-26.pdf.

Employee Stock Options

During the financial year 2025-26, 1,10,131 stock options were granted under the BirlaNu Limited Employee Stock Option Scheme 2019. However, no stock options were granted under BirlaNu Limited Employee Stock Option Scheme 2023 ("Schemes"). The relevant disclosure under Section 62 of the Companies Act, 2013 read with Rules made thereunder and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI (SBEB&SE) Regulations, 2021) as of March31, 2026, is available on the website of the Company and can be accessed through the web link https://cms.birlanu.com/ public/media/2026/04/22/esop-disclosure-2026.pdf.

A certificate from M/s. Ranjeet Pandey & Associates, Company Secretaries, Secretarial Auditor of the Company confirming that the Schemes have been implemented in accordance with the SEBI (SBEB&SE) Regulations, 2021 would be placed at the ensuing Annual General Meeting of the Company for inspection by the shareholders.

Significant and Material Orders Passed by the Regulators/Court

During the year under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company.

Material Changes and Commitments

There were no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year March31, 2026 to which the financial statements relate and the date of signing of this report.

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

Change in The Nature of Business

There has been no change in the nature of business of the Company.

Other Statutory Disclosures

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including all applicable obligations relating to maternity benefits for eligible employees.

The Board of Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to the below items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. Issue of sweat equity shares. c. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

Acknowledgements

The Board of Directors take this opportunity to thank all the stakeholders of the Company for their continued support and express their sense of gratitude to the customers, vendors, banks, financial institutions, channel partners, business associates, Central and State Governments for their co-operation and look forward to their continued support in future. The Board of Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels and applaud them for their dedication and commitment towards the Company.