India Gelatine & Chemicals Ltd Directors Report

With Management Discussion & Analysis

To,

The Members

India Gelatine and Chemicals Limited

Your Directors are pleased to present to you the Fifty-Fourth Annual Report along with the Audited Financial Statements of the Company for the year ended March 31, 2026. The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL SUMMARY:

The highlights of financial performance of the Company, for the year ended March 31, 2026, are summarized hereunder: in Lakhs

PARTICULARS	Year Ended 31 March, 2026	Year Ended 31 March, 2025
Revenue from Operations	16,980.52	19,852.87
Other Income	838.86	766.72
Total Revenue	17,819.38	20,619.59
EBITDA ( Profit/(Loss) before Interest, Depreciation & Tax)	3,761.86	2,882.69
Less: Interest & Financial Charges	48.64	67.77
Less: Depreciation	451.83	550.08
Profit/(Loss) before Exceptional items and Tax Expense	3,261.39	2,264.84
Add/(less): Exceptional items	0	0
Profit/(Loss) before Tax Expense	3,261.39	2,264.84
Less: Tax expenses (Current and Deferred)	751.22	525.91
Profit/(Loss) after Tax	2,510.17	1,738.93
Add/(less): Other comprehensive income	50.83	75.17
Total Comprehensive Income	2,561.00	1,814.10
Less: Dividend on Equity Shares (2024-25 paid in 2025-26)	354.62	70.92
Balance Carried Forward	2,206.38	1,743.18

DIVIDEND :

Your directors have recommended Final Dividend of 6.00/- (Rupees Six Rupees only) per equity share of 10/- each for the financial year ended 31 st March, 2026 which is equivalent to 60%. (Previous Year: 5/- per equity share of

10/- each),

The dividend is subject to the approval of the Members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of tax at source.

If approved, the total outflow on account of dividend would be425.54 lakhs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis (MD&A) Report provides a comprehensive overview of the Companys operational and financial performance during the financial year ended 31 st March, 2026, along with insights into the industry dynamics, macroeconomic environment, key business segments, opportunities, risks, and future outlook. The Company continued to demonstrate resilience amidst a challenging global environment marked by geopolitical uncertainties, inflationary pressures, and evolving market conditions. Through strategic initiatives focused on operational efficiency, capacity expansion, export growth, and sustainability, the Company has strengthened its competitive position and remains well placed to capitalise on emerging opportunities in both domestic and international markets.

a. The Current Indian Economy

The Indian economy demonstrated resilience in FY 2025-26 despite a challenging global environment marked by geopolitical tensions and fragmented trade conditions. Real GDP growth is estimated at 7.4%-7.6%, supported by strong domestic demand and sustained public capital expenditure.

Inflation remained contained at 2.0% 3.0%, enabling monetary easing, with the RBI reducing the repo rate from 6.25% to 5.25% during the year. Liquidity conditions remained adequate, supporting credit growth and financial stability.

The Indian rupee depreciated to 93-94 per USD amid global risk aversion and capital outflows, while external sector pressures persisted due to weak merchandise exports and higher import costs.

The global geopolitical environment, including developments in West Asia, contributed to volatility in crude oil prices, LSHS availability, and logistics costs, thereby increasing input cost pressures.

Overall, Indias macroeconomic stability, supported by strong domestic demand and ongoing reforms, continues to provide a resilient foundation for sustained industrial growth.

Indias gelatine sector continues to be strategically important, supported by its robust pharmaceutical industry and rising demand in confectionery, dairy, and nutraceuticals. The domestic industry, however, faces challenges related to raw material consistency and pricing volatility, which have affected production economics across manufacturers. Despite these headwinds, Indian gelatine has retained a strong reputation globally for its quality and competitive pricing, ensuring continued relevance in international markets. b. The Current Global Economic

Global economic growth in FY 2025-26 is estimated at around 3.0%, reflecting geopolitical tensions, evolving trade dynamics, and divergent policy responses across major economies. While inflation moderated and financial conditions improved marginally, uncertainty remained elevated.

The global outlook for FY 2026-27 remains fragile due to geopolitical risks, particularly in West Asia, alongside energy price volatility and supply chain disruptions. Overall, global growth continues to depend on domestic demand, fiscal support, and structural reforms, with ongoing fragmentation impacting trade and investment flows.

Globally, while demand for various types of gelatine continues to grow, surplus production in South America and

Turkey has exerted pressure on prices. Despite this, India, supported by strong domestic demand and competitive manufacturing capabilities, has emerged as a strategic participant in the global gelatine industry and is positioning itself as a major force in the Asia-Pacific market.

Some gelatine manufacturing units in Europe have reduced or shut down their capacities, which has created opportunities in the global market. The Company is well positioned to capitalize on this situation by catering to the growth opportunity for the Company to expand its market resulting demand-supply gap. This presents a significant presence and increase exports.

In the global market, Porcine hides and bones remain a dominant raw material source in Europe due to their abundance and cost-effectiveness, producing Type A gelatine through acid treatment. Meanwhile, bovine hides are increasingly being used worldwide for Type B gelatine (alkaline treatment), benefiting from their complex collagen structure. Despite this increase in global availability of gelatine, demand for bovine bone gelatine-Indias unique specialty is expected to remain steady, with India continuing to serve as a reliable supplier in international markets. Prices, however, are anticipated to remain subdued due to overall abundance in supply. c. Business Overview

The Company is engaged in the manufacture and export of gelatine and allied products, including osse in and di-calcium phosphate (DCP), catering to domestic and international markets. Established in 1973, it operates a manufacturing facility at Vapi, Gujarat, with a diversified product portfolio aligned to global quality standards.

The Company produces edible, pharmaceutical, photographic, and technical gelatine, serving key industries such as pharmaceuticals, food, nutraceuticals, cosmetics, and industrial applications. Pharmaceutical gelatine is primarily used in capsule manufacturing, while edible gelatine is used in food and confectionery products.

The Company has a strong export presence across the USA, Europe, Japan, Korea, the Middle East, and other regions, supported by compliance with international quality and halal standards.

The gelatine industry is specialised and regulated, with demand largely driven by pharmaceuticals and nutraceuticals, supported by increasing applications in health and wellness.

During the year, the industry continued to operate in a competitive environment influencedby global supply dynamics and input cost fluctuations, while maintaining stable demand from healthcare and food-related applications.

Overall, the Company remains well-positioned but steadily growing segment supported by pharmaceutical demand, export opportunities and cost position.

Regulatory Environment and Technological Advancements

Regulatory Landscape : The gelatine industry is guided by stringent global standards (FDA, FSSAI, EU regulations) ensuring food safety, traceability, and quality compliance. Growing demand for halal and kosher certification is also shaping sourcing and production practices.

Quality Standards and Certifications : The Company maintains high standards of quality, food safety, hygiene, and regulatory compliance. Its manufacturing facility is accredited with various national and international certifications, including ISO 22000:2018, USFDA Food Facility Registration, EDQM, Kosher and Halal Certifications, FSSAI Registration, and FDCA approvals. These certifications support the Company s strong export presence, with approximately 90% of its gelatine production being exported to international markets.

Technological Progress : Advances in extraction methods, enzyme technology, and membrane filtrationare improving yield, purity, and efficiency. Automation, digitization, and AI-driven quality monitoring are further enhancing operational reliability. d. Operational Performance Review

Operations

During the year, operational performance reflected a mixed trend of operational efficiencies and input cost pressures. Imported gel bones delivered marginally improved yields, while crushed bone yields remained stable compared to the previous year;

Production of gelatine, Ossein and DCP remained stable, compared to previous year. On the efficiency front, power costs reduced by approximately 8%, primarily driven by the stable operation of the Company s solar power plant, along with improved efficiency of the hot air generator, resulting in lower energy consumption.

During the financial year 2025 26, gelatine sales declined by 16% and ossein sales by 30%, while DCP sales registered a marginal increase of 3%. The decline in gelatine and ossein sales was primarily attributable to a reduction in selling prices. Although these fluctuations reflect prevailing global market dynamics, the underlying demand for the Companys core products remains strong. The Company continues to actively pursue opportunities to expand its product portfolio and strengthen its market presence.

Raw Materials

For gelatine manufacturers, the quality and availability of raw materials are critical to maintaining stable operations, consistent product quality and financial performance. Crushed bone availability remained stable during the year, supporting uninterrupted operations. Supplies from domestic and imported sources were consistent, aiding cost efficiency.

Key consumables remained largely stable during the year.:

Hydrochloric Acid (HCL): Hydrochloric acid (HCL) supply was adequate, and price levels remained steady.

The Central Pollution Control Board (CPCB) has advised that industrial materials used in consumables must be approved by FDA and FSSAI. The Company is engaged in constructive discussions with authorities and expects a favorable resolution soon.

Lime: Availability was stable, though prices fluctuated

LSHS availability and logistics costs were impacted due to geopolitical tensions arising from the ongoing war in the middle East, resulting in increased input cost pressures.

With continued focus on strategic sourcing initiatives and premium product positioning, the Company remains well positioned to ensure cost stability, maintain high-quality standards, and capture growth opportunities in FY 2026-27 and beyond.

Segment-wise Performance

Gelatine Segment:

Despite challenges in domestic markets, gelatine exports remained robust, driven by a strong and loyal international customer base in spite of stiff price competition. Overseas markets continued to provide better realizations compared to the domestic market and witnessed strong demand, reinforcing the Companys strategic emphasis on exports. The Company remains committed to expanding its global footprint, capturing emerging opportunities, and enhancing product positioning in markets.

Applications of Gelatine

Gelatine continues to play a vital role across industries. In food & beverages, it is widely used for gelling, stabilizing, and thickening in confectionery, dairy, and meat products. In pharmaceuticals, its biocompatibility supports use in capsules, binders, and wound care. The cosmetics sector values its moisture-retention and film-forming properties, while emerging technologies such as 3D printing and tissue engineering are opening new avenues for growth.

Capsule Manufacturing and Regulated Market Penetration

Indian capsule manufacturers have successfully leveraged rigorous compliance standards, strategic partnerships, and a focus on specialized products to establish a solid presence in regulated pharmaceutical and nutraceutical markets. These strategies, combined with competitive pricing and agility in responding to market dynamics, have enabled Indian manufacturers to strengthen their foothold and create a foundation for sustained growth in global markets.

DCP Segment:

Driven primarily by the expanding livestock, poultry, global DCP consumption is growing at a steady compound annual growth rate. There is an increase in selling price of DCP due to high demand. e. Opportunities, Threats, Risks and Concerns Opportunities:

On a global scale, gelatine production primarily relies on three main raw materials: bovine bone, bovine hide, and pig skin. In Europe and the USA, pig skin gelatine dominates production, with limited quantities of bovine bone and hide gelatine also produced. South America is predominantly focused on bovine hide gelatine production, while India stands out as a unique region specializing solely in bovine bone gelatine production. Both domestic and global customers of bovine bone gelatine consistently look to India as a reliable source to fulfil their requirements. This trend is expected to persist, driven by the ongoing demand for bovine bone gelatine in the production of both soft gel and hard gelatine capsules.

The World Organisation for Animal Health (WOAH) classification of bovine bone gelatine has established minimal health certification standards for its international trade, simplifying export and import processes. is expected to influence global import policies, facilitating easier access to markets worldwide. This regulatory environment presents significant opportunities for the company s products.

Threats:

The Company operates in a dynamic environment exposed to raw material volatility, regulatory tightening, and foreign exchange fluctuations.

Competition from plant-based alternatives such as agar-agar, pectin, and carrageenan may impact long-term demand. Geopolitical instability and energy price volatility continue to pose risks to supply chains and operating costs. f. Financial performance:

During the year under review, the Company registered a decline of 14.47% in revenue mainly due to reduction in selling price. Revenue from operations stood at 16980.52 lakh as compared to 19852.87 lakh in the previous year, reflecting a decline of 14.47%.

Total export revenue for the year amounted to 7402.22 lakh as against 12005.66 lakh in FY 2025-26. The Company continues to maintain a strong presence in international markets, supported by its established customer base, product quality, and long-term relationships.

The Profit Before Tax (PBT) for the year stood at 3,261.39 lakh, registering a growth of 44% over the previous year, driven by operational efficiencies, improved capacity utilisation, and cost optimisation measures.

During the FY 2025-26, gelatine sales declined by 16.34% and ossein sales by 29.97% due to reduction in selling price while these fluctuations reflect global market dynamics, the underlying demand for our core products remains robust, and the Company is actively pursuing opportunities to expand both of its product portfolio and market presence.

The summary of the quarterly performance is given below.

Sl.	Quarter	Revenue in	EBITDA in	PBT in
No.		(Lakhs)	(Lakhs)	(Lakhs)
1	Q1 FY25-26	3,909.65	1,010.84	884.01
2	Q2 FY25-26	4,690.24	1,047.26	920.11
3	Q3 FY25-26	4,482.69	970.03	854.70
4	Q4 FY25-26	3,897.94	733.73	602.57

During FY 2025-26, the Company delivered a satisfactory performance except 4th quarter. Revenue and profitability witnessed a notable improvement in the second quarter, which emerged as the strongest quarter of the year.

The third quarter continued to reflect stable operating performance, moderation in revenue and margins compared to the preceding quarters. Overall, the Company maintained a healthy financial position and consistent operational performance throughout the year. g. Future Outlook

Looking ahead, the Company remains focused on strengthening its operational capabilities through ongoing expansion, modernization, energy optimisation, and cost reduction initiatives.

In line with its long-term growth strategy and increasing market demand, the Company has undertaken a phased expansion and modernization project for upgrading and revamping the existing Gelatine plant to enhance production capacity from 2,000 MT per annum to up to 2,700 MT per annum. Phase-I of the project, comprising installation of a new dryer and ultrafiltration system, is expected to increase production capacity to 2,500 MT per annum from the second half of FY 2026 27. The additional capacity is expected to contribute to revenue generation following commissioning and stabilization of operations.

The expansion project also includes upgradation of civil works, installation of new machinery, utility optimisation, technology upgradation, and related infrastructure improvements aimed at improving operational efficiency, enhancing capacity utilisation, reducing operational costs, and strengthening product quality and competitiveness.

The total estimated investment for the project is approximately 80 Crores, proposed to be funded through a combination of internal accruals of 35 Crores and borrowings of 45 Crores. The management continues to closely monitor the progress of the project to ensure timely and cost-effective execution. energy efficiency and steam optimisation initiatives, including Further, the Company has undertaken significant installation of boilers designed for the use of bio-briquettes as a partial substitute for fossil fuels such as LSHS. This transition is expected to reduce dependence on LSHS by nearly 50%, resulting in substantial savings in fuel and energy costs. In addition, improved steam management practices, including enhanced condensate recovery, minimisation of steam losses, and optimisation of steam distribution across various processes, are expected to energy consumption, and strengthen significantly improve over all energy efficiency, reduce specific operational efficiency and cost competitiveness.

These initiatives, efficiency, cost optimisation, and sustainability, coupled with continued focus on operational are expected to strengthen the Company s competitiveness and operational resilience. With improving market opportunities in domestic and export markets, the Company remains well-positioned to capitalise on the long-term growth potential of the gelatine industry. h. Human Resources and Industrial Relations

Employees remain central to the Companys success. The Company maintains a zero-tolerance policy towards discrimination and harassment.

At the end of the financial year 2025 26, the employee gender ratio of the Company comprised 10.58% women employees , with 11 women employees and 93 men employees forming part of the total workforce.

The Company is committed to providing a healthy and safe working environment for the employees, contractors, business associates, visitors on-premises and the local community.

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder during the financial year under review.

i. Environmental Initiatives & Sustainability

The solar power plant, commissioned in the previous year, remained fully operational during the year under review and contributed to estimated savings of over 2.5 crore, while also supporting the Companys sustainability objectives through reduced carbon emissions and lower energy costs.

Importantly, the Company has taken decisive steps in sustainability and energy efficiency, with national and global priorities. During the year, the Company reduced its reliance on natural gas and optimized power consumption through its solar energy plant and introduced energy-efficient blowers and fine-bubble aeration technology. These initiatives not only reduced the Companys carbon footprint but also strengthened its competitiveness by lowering costs and ensuring resource efficiency.

j. Public Initiatives

Your company believes that social responsibility is an integral part of doing business. In line with this thought we continue to be actively involved in social initiatives in the fields development. During FY 2025-26, the Company undertook CSR initiatives in the areas of healthcare and education through registered implementing agencies in Gujarat. The Company supported procurement of medical equipment including an Endoscopy/Gastroscopy Set and a Mammography Machine to improve affordable healthcare services for economically weaker sections.

The Company also contributed towards installation of laboratory equipment for tribal girl students and construction of a girls hostel to promote education in rural areas.

Your company plays an active role in industry associations like the OGMA (Ossein & Gelatine Manufacturers Association) through this associations the company also participates in Industry initiatives and government interactions to represent various issues of the industry to relevant authorities. Improvement in trade policy, international trade negotiations and tariff concession for the industry are some of the key areas of engagement during the year. Overall, your company remains dedicated to fostering positive change through various initiatives, partnerships, and contributions aimed at improving public welfare, healthcare, education and industry development. k. Cautionary Statement

The statements made in the report describe the company s objectives, projections, estimates, expectations, and predictions which may be forward-looking statements within the meaning of the applicable securities laws and regulations. The annual results can differ materially from those expressed or implied, depending on the economic conditions, Government Policies, and other incidental factors and developments.

BOARD AND MANAGEMENT

The Board of Directors of your Company comprises an optimum combination of Executive, Non-Executive and

Independent Directors, ensuring effective governance, transparency and balanced decision-making. The Directors bring with them rich experience and expertise in the areas of business management, finance, governance, operations, administration and strategic planning.

During the year under review, the management and leadership structure of the Company under went significant changes pursuant to the takeover and change in management by the Pioneer Group. As part of the transition and strengthening of the organizational structure, changes were effected in the positions of Executive Director, Chief Financial Officer and

Company Secretary.

The composition of the Board as on the date of this Report is as under:

Board of Directors

Chairman & Non-Executive Non-Independent Director

Mr. Annamalai Sankaralingam

Whole-time Director (Executive Director)

Mr. P. Velmurugan (w.e.f. 1 st December, 2025)

Independent Non-Executive Directors

Mr. Balasubramanian Vijayadurai

Mr. Kaliappan Balakrishnan

Mrs. Shivavel Ezhil Jothi

Mr. Uppili Rajan Babu (w.e.f. 18 th April, 2025)

Non-Executive, Non-Independent Directors

Vice Chairman - Mr. Maheswaran Sankaralingam

Mr. Niranjan Sankar Annamalai

Key Managerial Personnel and Senior Management

The Board is supported by experienced Key Managerial Personnel and senior functional leaders:

Mr. Valan Raja Nadar Chief Financial Officer (w.e.f. 10th February 2026)

Mrs. Sejal Anup Shah - Company Secretary (w.e.f. 03rd September 2025)

During the year under review, Mrs. Tanaya T. Daryanani resigned from the position of Company Secretary and Compliance Officer with effect from 20 th June, 2025 and Ms. Sejal Anup Shah was appointed in her place as Company Secretary and Compliance Officer with effect from 03 rd September, 2025. Mr. Abhay Kumar Jha resigned from the position of Executive Director with effect from 30 th November, 2025 and Mr. P. Velmurugan was appointed as Whole-time Director designated as Executive Director with effect from 1st December, 2025. Further, Mrs. Vishakha H. Purohit resigned from the position of Chief Financial Officer with effect from 31st January, 2026 and Mr. Valan Raja Nadar was appointed as Chief Financial Officer in her place with effect from 10th February, 2026. Additionally, Mr. Uppili Rajan Babu was appointed as an Independent Director with effect from 18 th April, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Maheswaran Sankaralingam (DIN: 00143046), who retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Members notwithstanding his age completion of 75 Years. The Board and its Committees continued to function effectively during the transition period and remained actively engaged in overseeing the affairs of the Company. The management team maintained transparency and continuous engagement with the Board to ensure smooth operational integration and implementation of the business plans of the Pioneer Group.

The healthy and constructive interaction between the Board and the management has contributed significantly towards strengthening governance practices, operational efficiency and overall growth of the Company.

DETAILS OF COMMITTEE OF DIRECTORS:

The Committees of the Board, including the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee, continued to discharge their responsibilities effectively by reviewing performance, monitoring implementation, addressing operational challenges and ensuring compliance with applicable laws and regulations.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

Further details relating to the Board and its Committees are provided in the Corporate Governance Report forming part of this Annual Report.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 7 times and the independent Directors once (06.02.2026) during the financial year ended March 31, 2026. The dates on which the Board meetings were held are 18.04.2025, 22.05.2025, 12.06.2025, 11.08.2025, 10.11.2025, 29.11.2025 & 10.02.2026.

The other details of which are mentioned in the Corporate Governance Report annexed herewith. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURES BY THE DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act ) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ).

The Independent Directors have complied with the code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs ( IICA ) and have completed the online proficiency self-assessment test conducted by the Institute notified under the section 150(1) of the Act.

In the opinion of the Board, all the Independent Directors possess integrity, requisite expertise, experience and and responsibilities. The Independent Directors fulfil the proficiency conditions of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

The Directors and Senior Management Personnel have complied with the code of conduct for Directors and Senior Management.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has adopted a process for performance evaluation of the Board and its Committees & performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board, quality of relationship between the Board and management, meetings of the Board.

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors on the Board carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Directors performance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Evaluation parameters of individual directors including the Chairman of the Board and Independent Directors were based on knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct etc.

Pursuant to the provisions of the Act and Regulation 25(4) of SEBI Listing Regulations, Independent Directors in their separate meeting held on February 6, 2026 have also evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION and independence of (Including criteria for determining qualifications, Directors, policy relating to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel)

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination and Remuneration Policy laying down the criteria for appointment, remuneration, evaluation, and succession of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.

The Policy, inter alia, provides for:

formulation of criteria for determining qualifications, positive attributes, and independence of Directors;

formulation of criteria for evaluation of performance of the Board, Committees, and Independent Directors; devising a policy on Board diversity;

identification of persons qualified to become Directors and suitable candidates for appointment in Key Managerial Personnel and Senior Management positions;

recommendation to the Board regarding appointment, remuneration, continuation, and removal of Directors, KMPs, and Senior Management Personnel; and

extension or continuation of the term of appointment of Independent Directors based on performance evaluation.

The Policy also covers matters relating to composition of the Board, role and responsibilities of Directors, Board effectiveness, succession planning, remuneration framework, and Code of Conduct for Directors and Senior Management Personnel.

The Nomination and Remuneration Policy is available on the website of the Company: www.indiagelatine.com

PARTICULARS ON REMUNERATION

The remuneration paid to Directors, Key Managerial Personnel (KMP), and Senior Management Personnel (SMP) during Financial year ended March 31, 2026 was in accordance with the Nomination and Remuneration Policy of the Company.

The prescribed particulars of Employees required under Section197(12) of the Companies Act, 2013 read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-A to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 and forming part of the Boards Report for the year ended March 31, 2026 is given in the Annexure A of this Report.

TRANSFER TO RESERVES

During the year under review, the Company has transferred 100.00 Lakhs to General Reserve.

SHARE CAPITAL:

As on March 31, 2026, the authorized share capital of the Company was 12,50,00,000 consisting of 1,25,00,000 equity shares of face value 10 each and the Issued, Subscribed and Paid-up equity share capital was 7,09,23,000 consisting of 70,92,300 equity shares of face value 10 each.

There was no change in the capital structure of the Company during the year.

CAPITAL EXPENDITURE:

As at March 31, 2026, the gross value of property, plant and equipment, and other intangible assets including right of use assets is 16157.64 Lakhs and the net value of property, plant and equipment, investment property and other intangible assets, including right of use assets is 6092.55 Lakhs. Capital Expenditure during FY2025-26 is 377.89 Lakhs & Capital Work in progress as at March 31,2026 is 2005.02 lakhs.

TAXATION:

The Company has remained regular in payment of all applicable taxes, duties, and statutory dues during the year under review. All statutory obligations including Goods and Services Tax (GST), Income Tax, Provident Fund, Employee State

Insurance contributions, and other applicable levies were duly deposited with the appropriate authorities within the prescribed timelines.

The Company has made a provision of 782.25 Lakhs towards income tax for the current Financial Year.

FINANCE:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed. The Payment of interest and instalments to the Financial Institutions and Banks are being made as per schedule.

INSURANCE:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered under insurance.

INDUSTRIAL RELATIONS:

Industrial Relations during the year under review continued to be very cordial.

PUBLIC DEPOSITS:

During the financial year 2025-2026, your Company has not accepted any deposits within the meaning of Sections 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the details of deposits which are not in compliance with the requirements of Chapter V of the Act are not applicable to the Company.

EXPORTS:

Calculated on FOB basis, export earnings during the financial 7373.28 Lakhs as compared to yearamountedto 11903.87 Lakhs in the previous financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, provided guarantees or securities, or made investments covered under the provisions of Section 186 of the Companies Act, 2013, except as disclosed in the

Financial Statements.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm s length basis and ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as Annexure- B .

There are no materially significant made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict at large.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is uploaded on the Company s website at the web-link given below: www.indiagelatine. com

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties.

Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder

CORPORATE GOVERNANCE:

Good corporate governance underpins the way we conduct business. Your Directors affirm their continued commitment to the highest level of corporate governance practices. Your Company fully adheres to the standards set out by the SEBI for corporate governance practices.

The Executive Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations.

The Corporate Governance Report including the General Shareholder Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors, which form an integral part of this Report, and is annexed in accordance with the terms of the SEBI Listing Regulations together with the Certificate from the Practicing Company Secretaries regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 and SS-2.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. The unclaimed Dividend amounts along with their due dates for transfer to IEPF are mentioned below:

Sr.	Year	Nature	Dividend Number	Date of	Amount of	Due date
No.				Declaration	unclaimed dividend	to transfer
					as on 31 March,	unclaimed
					2026	dividend amount
					( in lakhs)	to IEPF
1.	2018-19	Final	39 th	17/09/2019	3,53,013.50	22/10/2026
2.	2019-20	Final	40 th	22/09/2020	1,67,629.50	27/10/2027
3.	2020-21	Final	41 st	24/09/2021	2,53,857.50	29/10/2028
4.	2021-22	Final	42 nd	22/09/2022	2,88,470.00	27/10/2029
5.	2022-23	Final	43 rd	27/09/2023	3,93,374.00	01/11/2030
6.	2023-24	Interim	Interim Dividend	06/03/2024	6,46,666.00	10/04/2031
			for year 2023-24
7.	2023-24	Final	44 th	27/09/2024	1,29,098	01/11/2031
8.	2024-25	Final	45 th	24/09/2025	5,59,803	29/10/2032

Accordingly, unclaimed dividends of Shareholders for the Financial Year 2018-19 lying in the unclaimed dividend account of the Company as on October 31, 2026 will be transferred to IEPF on the due date.

Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government. Accordingly, the Company has transferred unclaimed dividend and eligible Shares to IEPF Demat Account within statutory timelines.

The details of unclaimed dividends and shares transferred to IEPF during Financial Year 2025-2026 are as follows:

Financial Year	Amount of Unclaimed Dividend	Number of Shares Transferred
	Transferred ( in lakhs)
2017-18	3.08	7,825

The Company has sent individual communication to the concerned shareholders at their registered address, whose dividend remained unclaimed and whose shares were liable to be transferred to the IEPF. The communication was also published in newspapers.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5 in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the shares/unclaimed dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.indiagelatine.com. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the company which are liable to be transferred, on the website of the Company.

Ms. Sejal Anup Shah, the Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at www. indiagelatine.com.

DETAILS RELATING TO DEMATERIALIZED UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Regulation 39 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Dematerialised Unclaimed Suspense Account are not applicable to the Company during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that social responsibility is an integral part of its business philosophy and remains committed to contributing towards healthcare, education, and community development initiatives.

During FY 2025-26, the Company undertook various CSR activities through registered implementing agencies in Vapi, Gujarat, focusing on improving healthcare infrastructure and promoting education for underprivileged communities. As part of its healthcare initiatives, the Company supported procurement and installation of an Endoscopy/Gastroscopy Set at Janseva Hospital, Vapi and contributed towards installation of a Mammography Machine at Haria L G Rotary Hospital to strengthen affordable diagnostic and healthcare services for economically weaker sections.

Under its education initiatives, the Company supported installation of laboratory equipment for tribal girl students and contributed towards construction of a Girls Hostel at Bhensdara, District Valsad, aimed at improving educational infrastructure and access to education for rural students.

The CSR outlay for FY 2025-26 was 64.00 Lakhs, out of which 57.50 Lakhs was utilized during the year. The balance amount relating to the ongoing project has been transferred to the Unspent CSR Account in compliance with the Companies Act, 2013.

The Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. Details relating to the composition of the CSR Committee, CSR Policy, and CSR initiatives undertaken during the year are provided in the CSR Report annexed to this Report as Annexure-D .

The CSR Policy of the Company is available on the website of the Company: www.indiagelatine.com

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year.

According to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31 st March, 2026, the Board of Directors, to the best of their knowledge and belief, states that: i. in the preparation of the annual accounts, the applicable accounting standards or any addendum thereto, have been followed and there are no material departures; ii. the directors have 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 at the end of the financial year and of the profit of the Company for the year ended on that date; iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the directors have prepared the annual accounts on a going concern basis; v. proper internal financial controls were in place and that the financial controls are adequate and were operating effectively; vi. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT Statutory Auditors:

The Statutory Auditors M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W, were appointed by the members of the Company in 50 th Annual General Meeting, to hold office from the conclusion of 50 th Annual General meeting for a term of consecutive five years till conclusion of 55 th Annual General Meeting to be held in the year 2027 in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Auditors Report

The report of the Statutory Auditors along with notes to financial statements is enclosed to this Annual Report. Notes on Auditors Report are self-explanatory and do not call for any further comments. financial

The Auditor s Report does not contain any qualification, reservation or adverse remarks.

Disclosure under Section 143(12) of the Act

During the year under review, the Auditors have not reported to the Audit Committee or the Board any instances of fraud or irregularities against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013 and Rules made there under, the details of which would need to be mentioned in the Boards report, which forms part of this Annual Report.

Secretarial auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members at the 53 rd Annual General Meeting held on September 24, 2025 appointed Samdani Shah & Kabra, Practicing Company Secretaries (Unique Code: P2008GJ016300), as the years commencing from FY 2025 26 and ending on Secretarial Auditors of the Company for a term of five FY 2029-30.

Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, M/s. Samdani Shah & Kabra, Practising Company Secretaries, have conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026, and issued the Secretarial Audit Report in Form MR-3. The report does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Audit Report forms part of this Directors Report and is presented separately in this Annual Report for ease of reference.

Annual Secretarial Compliance Report

Pursuant to regulation 24A (2) of the SEBI Listing Regulations, 2015, read with SEBI Circular CIR/CFD/CMD1/27/2019 dated 8 th February, 2019, M/s Chirag Shah & Associates, Practicing Company Secretaries has submitted Annual Secretarial Compliance Report for the financial year 2025-26 and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars / guidelines issued thereunder. The said Annual Secretarial

Compliance Report was submitted with the stock exchange within the given timeframe & made available on the website of the Company.

Internal Auditors

The Board of Directors had appointed P.B. Singh & Associates, Chartered Accountants (Firm Registration No. 003023C), as the Internal Auditors of the Company for the financial year 2025 26.

The Internal Auditors have played an important role in strengthening the internal control systems and processes of the Company through periodic review of operational, financial, and compliance functions. The Internal Audit reports were placed before the Audit Committee and Board on a quarterly basis for review and discussion.Bottom of Form

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate internal control systems to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report submitted by the Internal Auditors on a quarterly basis. During the Audit Process no material discrepancies have been reported by the Internal Auditor.

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

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on March 31, 2026, to which the Financial Statement relate and the date of this Report.

WEB LINK OF ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.indiagelatine.com.

RISK MANAGEMENT

Pursuant to Section 134 of the Act, the Company has adopted a risk management policy to identify, analyze, evaluate & categorize various risks, implement measures to minimize/mitigate the impact of these risks where it is deemed necessary and possible and a process to monitor them on a regular basis with strategy and business planning. The Company periodically reviews the risks ad suggests steps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of sub-section 9 of section 177 of Companies Act. 2013 (the Act or Act) and in terms of Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI LODR ), the Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement and provide a mechanism for the Directors / Employees of the Company to approach the designated persons / Chairman of the Audit Committee of the Company to, inter alia, report to the management instances of unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and policy is also uploaded on the Companys website at the web-link given below: http://www.indiagelatine.com/financial/Whistle%20blower%20policy%20as%20per%20LODR.pdf

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2025-26.

No. of complaints received: Nil No. of complaints disposed: Nil No. of complaints pending: Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: passed by the regulators There have been no significant or courts or tribunals impacting the going concern status and the Companys future operations.

Details of Penalty / Punishment / Compounding of Offences:

Sr.	Name of	Nature of Non-Compliance /	Details of Penalty / Action	Amount
					Status
No.	Authority	Default	Taken	( )
		Delay in submission of Related
		Party Transactions under	Fine imposed by BSE vide
				5,900/-	Paid and
	BSE Limited	Regulation 23(9) of SEBI LODR	email dated 16th December,
1				(including	Complied
	(\u201cBSE\u201d)	Regulations in XBRL format for	2025. Fine paid within
				GST)
		quarter ended 30 th September,	prescribed timeline.
		2025.

Note: During the year under review, except as stated above, no penalty, punishment, or compounding of offences was imposed on the Company, Directors, or Officers in default under the provisions of the Companies Act, 2013, SEBI Regulations, or any other applicable laws.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No proceedings have been initiated during the year or are pending against the Company as at March 31, 2026, under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts.

CHANGE IN NATURE OF BUSINESS OF COMPANY:

There is no change in the nature of business of your Company during the year under review.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure C to this Report.

DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY

PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR .

Sr. No.	Ratios	2025-26	2024-25	% Variance
1	Debtors Turnover Ratio	15.12	15.63	-3.23%
2	Inventory Turnover Ratio	4.64	4.85	-4.37%
3	Interest Coverage Ratio	87.15	46.22	88.55%
4	Current Ratio	8.91	8.76	1.68%
5	Debt Equity Ratio	0.02	0.03	-37.08%
6	Operating Profit margin%	19.93%	12.07%	65.22%
7	Net Profit Margin%	15.12%	8.99%	68.07%
8	Return on Net Worth %	12.76%	10.16%	25.65%

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Fair Disclosure as per regulation 8(1) & (2) and Code of Conduct as per regulation 9(1) & (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre- clearance for dealing in the Companys Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All Directors and designated employees have confirmed compliance with the code.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The company does not fall under the top 1,000 listed entities by market capitalization as on 31 st March, 2026.

Thus, BRSR under Regulation 34(2)(f) of Listing Regulations, 2015 is not applicable.

ACKNOWLEDGEMENT :

Your Directors place on record their sincere appreciation for the continued support and cooperation extended by the

Central and State Governments, bankers, customers, suppliers, auditors, shareholders, and all other stakeholders during the year under review.

The Directors also express their heartfelt appreciation for the dedication, commitment, and valuable contribution made by the employees, workers, and management team at all levels towards the growth and success of the Company.

ANNEXURE A TO DIRECTORS REPORT

STATEMENT CONTAINING INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ

WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE YEAR ENDED 31 ST MARCH, 2026.

1. Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Com-. panyforthefinancial year ended March 31, 2026

Sr.	Director	Designation	Ratio of remuneration of
no.			each Director to median
			remuneration of employees
1.	Mr. Abhay Kumar Jha	Executive Director
		(from 21 st April 2025 to 30 th November	1:11
		2025)
2.	Mr. P. Velmurugan	Executive Director
		(w.e.f 1 st December 2025)	1:7

Note: For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

2. The percentage increase in remuneration of Executive Director, Chief Financial Officer and Company Secretary during the financial year ended March 31, 2026.

Sr.	Director	Designation	Increase %
no.
1.	Mr. Abhay Kumar Jha	Executive Director	-
		(from 21 st April 2025 to 30 th November 2025)
2.	Mr. P. Velmurugan	Executive Director	-
		(w.e.f 1 st December 2025)
4.	Ms. Vishakha H.	Chief Financial Officer)	5%
	Purohit	(upto 31 st January 2026)
5	Mr. Valan Raja Nadar	(Chief Financial Officer)	-
		(w.e.f 10 th February 2026)
5.	Mrs. Tanaya T.	(Company Secretary)	-
	Daryanani	(upto 20 th June 2025)
6.	Ms. Sejal Anup Shah	(Company Secretary)	-
		(w.e.f 3 rd September 2025)

3. The percentage increase in the median remuneration of Employees in the financial year is 9.27%.

4. The Company has 103 permanent employees on the rolls as on 31.03.2026.

5. Average percentage increase in the salaries of employees other than the managerial personnel in the financial year is 8.77% whereas the increase in the managerial remuneration was 0.50%.

6. The key parameter for any variable component of remuneration availed by Managerial Personnel.

Except Abhay Kumar Jha (from 21 st April 2025 to 30th November 2025) and P. Velmurugan (w.e.f. 1st December

2025), no other Directors were paid remuneration during the year, except sitting fees. Variable remuneration was paid only to the aforesaid Executive Directors based on Company and individual performance and upon recommendation of the Nomination and Remuneration Committee and approval of the Board.

7. The Company hereby affirms that the remuneration is as per the Nomination & Remuneration Policy for Directors,

Key Managerial Personnel and other employees adopted by the Company.

8. Statement of particulars under section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2026.

Sr.	Name	Designation	Remune-	Qualification	Age	Experience	Date of	% of Equity	Last Employment
No.			ration		Years	Year	Commencement	shares held	and Designation
			lakhs				of employment
1	Mr. Abhay	Executive	60.41	Bachelor of	46	21	21.04.2025	Nil	Schlumberger Asia
	Kumar Jha	Director		Engineering					Services Limited
		(21.04.2025 to		(Chemicals)
		30.11.2025)
2	Mr. P.	Executive	40.67	B. Tech	48	27	01.12.2025	Nil	Venkata Narayana
	Velmurugan	Director		(Chemical					Active Ingredients
		(w.e.f		Engineering)					- Chief Operating
		01.12.2025)							Officer & Managing
									Partner

Note:

1. The above employment is contractual.

2. The Remuneration also includes retirement benefits like contribution to Provident Fund, Gratuity, Unveiled Leave etc. payable to the Executive Director.

ANNEXURE B TO DIRECTORS REPORT

FORM AOC - 2

(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014)

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm s length basis:

(a)	Name(s) of the related party and nature of relationship
(b)	Nature of contracts/arrangements/transactions
(c)	Duration of the contracts / arrangements/transactions
(d)	Salient terms of the contracts or arrangements or transactions including the value, if any
		Not
	Justification for entering into such contracts or arrangements or transactions	Applicable
(e)	Date(s) of approval by the Board
(f)	Amount paid as advances, if any
(g)	Date on which the special resolution was passed in general meeting as required under first
	proviso to Section 188 of the Companies Act, 2013

2. Details of material contracts or arrangement or transactions at arm s length basis:

(a)	Name(s) of the related party and nature of relationship
(b)	Nature of contracts/arrangements/transactions
(c)	Duration of the contracts/arrangements/transactions	Not
		Applicable
(d)	Salient terms of the contracts or arrangements or transactions including the value, if any
(e)	Date(s) of approval by the Board, if any
(f)	Amount paid as advances, if any

ANNEXURE C TO DIRECTORS REPORT

Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

[Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014]

(A) CONSERVATION OF ENERGY a) Measures taken for Conservation of Energy:

i) Installated new electrical panels to improve uptime.

ii) Installation of steam saving equipment resulting in lower steam consumption per unit of production

iii) Replacement of hallgen lamps with LED lights

b) Additional investments and proposals:

i) Study use of sustainable alternate fuel for boiler in order to reduce energy cost.

ii) Studying use of other renewable energy sources for reduction in power cost.

iii) Installation of alternative equipment for hot water generation in lieu of staem.

iv) Installation of energy monitoring devices in order to identify and conserve energy losses.

vi) Studying the feasibilty of installing equipment that will help in generation of revenue from waste.

c) Impact of measures in the above:

On implementation of the above, the Company expects to substantially benefit in saving power, reducing waste and moving toward renewable and sustainable energy sources.

d) Total energy consumption and energy consumption per unit of product:

		FORM \u2013 A
Power & Fuel Consumption			2025-2026	2024-2025
Electricity
a	Purchased
	Total Unit (KWH)		1,21,84,760	1,31,89,022
1	Unit from DGVCL (KWH)		1,21,43,366	1,31,19,590
2	Unit credited from Captive Solar Plant (KWH)		42,18,790	40,37,709
	Gross Amount ( Lakhs)		1,050.87	1,367.12
	Net Amount		795.52	922.65
	Gross Rate/Unit ()		8.66	10.42
	Net Rate/Unit ()		6.56	7.03
b	Own Generation
1	Through Diesel Generator
	Units (KWH)		41,394	69,432
	Unit per Ltr. of Diesel		2.31	2.92
	Cost / Unit ()		39.33	31.33
Fuel
a	Furnace Oil / LSHS
	Quantity (Kgs.)		25,57,771.00	26,86,812.00
	Total Amount ( Lakhs)		1,282.06	1,358.95
	Average Rate per Kgs. ()		50.12	50.58
b	Natural Gas (CNG) / SM3
	Quantity (SM3)		1,951.00	2,036.00
	Total Amount		1.28	1.23
	Average Rate per SM3 ()		65.53	60.56
c	Solid Fuel
	Quantity (Kgs.)		31,50,249.00	29,85,800.00
	Total Amount ( Lakhs)		253.72	254.87
	Average Rate per Kgs. ()		8.05	8.53

e) Consumption per unit of production:

Standards			2025-2026			2024-2025
Product Unit	MTs	DCP	Ossein	Gelatine	DCP	Ossein	Gelatine
Electricity	Unit	1,753.42		3,209.53	1,837.30		3,144.20
Furnace Oil/ LSHS	Kgs.	NIL		1,405.00	NIL	NIL	1,482.69
Natural Gas (CNG)	SM3	NIL		269.96	NIL		1,879.34
Solid Fuel	MT	329.09	1,000.00	NIL	250.08	934.13	NIL

(B) TECHNOLOGY ABSORPTION

FORM B a) Research and Development i. For quality improvement of the main products viz. Ossein and Gelatine, Research and Development is carried out by the Company. ii. Research is being done to establish how our waste products can be used as raw material input for other industries. iii. Process is being developed to manufacture new grades/types of Gelatine.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CIF Value of Import ( in Lakhs)

Particulars	As at 31-03-2026	As at 31-03-2025
Raw Material	2,587.10	858.83
Stock in trade	-	-
Components and Spares	21.38	22.17
Capital Goods	1,844.91	-
Total	4,453.39	881.00
b) Expenditure in Foreign Currency		( in Lakhs)
Particulars	As at 31-03-2026	As at 31-03-2025
Travelling Expenses	4.40	68.10
Subscription	12.22	9.97
Commission	15.22	122.46
Total	31.85	200.53
c) Earnings In Foreign Currency		( in Lakhs)
Particulars	As at 31-03-2026	As at 31-03-2025
Exports :-
Direct Exports (FOB Value)	7,373.28	11,903.87
Total	7,373.28	11,903.87