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Jyoti Resins and Adhesives Ltd Directors Report

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Oct 13, 2026|03:50:34 PM

Jyoti Resins and Adhesives Ltd Share Price directors Report

Dear Shareholders,

Your Directors have pleasure in presenting 33rd (Thirty-third) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.

FINANCIAL RESULTS:

(Rs. in Lakhs.)

PARTICULARS

Year Ended on March 31, 2026 Year Ended on March 31, 2025
Revenue from Operations 31474.00 28412.00
Other Income 1158.00 1097.00

Total Revenue

32631.00 29509.00

Profit Before Finance Cost, Tax, Depreciation & Amortization

9654.00 10045.00
Finance Cost 10.00 7.00
Depreciation 192.00 159.00

Profit Before Tax

9452.00 9879.00
Payment & Provision of Current Tax 2440.00 2484.00
Deferred Tax Expenses/(Income) 14.00 7.00

Profit After Tax

6998.00 7387.00

i) Business Outlook & Financial Performance:

During FY 2025-26, the Company reported revenue of Rs. 31474 Lakh, EBITDA stood at Rs. 9654 Lakh in FY2025 - 26.

The Company recorded a Profit After Tax (PAT) of Rs. 6998 Lakh, in FY 2025-26 as against Rs. 7387 Lakh, in FY 2024-25.

ii) Consolidated Financial Statements

As the Company does not have any subsidiaries, associates, or joint ventures, the preparation of consolidated financial statements is not applicable. Therefore, no consolidated financial statements have been included in the Annual Report for the year 2025-26

The standalone financial statements are available on the Companys website at https://euroadhesives.com/.

iii) Change in Nature of Business, if any:

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

SHARE CAPITAL:

Authorised Share Capitaland Paid-Up Share Capital:

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

DIVIDEND:

Final Dividend:

The Board of Directors is pleased to recommend a Final Dividend of Rs. 9.00 (90% face value ) per Equity Share of Rs. 10/- each fully paid on 1,20,00,000 quity hares of the Company, subject to approval of the hareholders at the ensuing Annual General Meeting of the Company. The Final Dividend recommended, shall be paid to the Shareholders, within statutory time limit, whose name appears in the Register of Members, as on the Record Date i.e. 07th September, 2026

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

Unclaimed Dividend:

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

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

Save and except as disclosed elsewhere in the Annual Report 2025-26, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the close of the Financial Year ended March 31, 2026 and the date of this Boards Report, i.e. 14th August, 2026.

AMOUNT TO BE TRANSFERREDTO RESERVES:

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

DEPOSITS:

During the financial year under review, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V-Acceptance of Deposits by Companies of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

CREDIT RATING:

The provisions relating to Credit Rating does not apply to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

The Company has not any subsidiary or associates of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

MERGERS AND ACQUISITIONS :

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Directors to retireby Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Utkarsh Jagdishbhai Patel (DIN : 02874427), retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment

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

ii. Declaration by Independent Directors:

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

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

iii. Key Managerial PersonneltKMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Jagdish Nathalal Patel - Chairman
2. Mr. Utkarsh Jagdishbhai Patel - Managing Director
3. Mrs. Tejal Maheshkumar Varde - Company Secretary
4. Mr. Ashok Chinubhai Jardosh - Chief Finance Offic e
5. Mrs. Jyotikaben Jagdishbhai Patel - Whole - Time Director

There has been no change in the Key Managerial Personnel of the Company during the Financial Year ended on 31st March, 2026.

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

MEETINGS OF THE BOARD:

During the year, four (4) Board meetings were convened and held on May 08, 2025, August 12, 2025, November 11, 2025 and February 06, 2026 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the Financial Year ended on March 31, 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company for Financial Year ended March 31, 2026 and of the Profit of the Company for the period ended on March 31, 2026;

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

d) The Directors had prepared the Annual Accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial Controls are adequate and were operating effectively;

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

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

BOARD PERFORMANCE EVALUATION:

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

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

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

In compliance with the requirements of the Act and the SEBI Listing Regulations, a separate meeting of the Independent Directors was convened, wherein they evaluated the performance of the Chairman, the Non- Independent Directors, and the Board as a whole. The Independent Directors also assessed the adequacy, quality, and timeliness of the flow of information between the Management and the Board to ensure effective decision - making and governance oversight.

The Directors expressed satisfaction with the overall evaluation process and the outcomes thereof, noting that the process was comprehensive, objective, and constructive.

REMUNERATION POLICY:

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

Non-Executive Independent Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Companies Act, 2013 and Rules framed thereunder.

All the Executive Directors (i.e. Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company within the overall limits prescribed under the Companies Act, 2013.

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

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

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

COMMITTEES OF THE BOARD:

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

Audit Committee:

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

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

Risk Management Committee:

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

The provisions related to the Risk Management Committee does not applicable to the Company. However, for good Corporate Governance, the Company has constituted the same.

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

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

Corporate Social Responsibility Committee:

As per the provision of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). This policy is accessible to all stakeholders on the Companys Website at https://euroadhesives.com/. ensuring transparency and accessibility of the Companys responsibilities towards society.

The Corporate Social Responsibility ("CSR") Committee plays a pivotal role in guiding and overseeing the Companys CSR initiatives. The primary responsibilities of the Committee include identifying and approving CSR projects and programmes to be undertaken by the Company, recommending the amount of expenditure to be incurred on such activities, and monitoring the implementation and impact of the CSR initiatives. The Committee also ensures that the CSR activities are aligned with the statutory requirements and the Companys broader sustainability objectives.

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

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

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

M/s. R Kabra & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 104502W/W100721) were re appointed as Statutory Auditors for the Second Term to hold office till the conclusion of 35 th AGM to be held in 2028, subject to ratification of their appointment at every Annual General Meeting.

M/s. R Kabra & Co. LLP have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

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

Cost Auditors:

The provisions related to Cost Auditors does not applicable to the Company

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s Utkarsh Shah & Co., (Mem. No.F12526, COP: 26241), Ahmedabad, a proprietor firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2026. The Secretarial Audit Report in Form No. MR - 3 for the Financial Year ended March 31, 2026 is annexed to this report as Annexure - B.

M/s Utkarsh Shah & Co., a peer reviewed firm has been appointed as Secretarial Auditors for five years starting from Financial Year ended March 31, 2026. A Resolution seeking their appointment was passed by the Shareholders at Annual General Meeting held on September 26, 2025.

Internal Auditor:

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

Frauds Reported by Auditors

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

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

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

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

RELATED PARTY TRANSACTIONS (RPT):

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

The Policy provides a formal mechanism for Directors, Employees, and other Stakeholders to report genuine concerns, including instances of unethical conduct, suspected fraud, violations of the Companys Code of Conduct, or any other improper practices. The mechanism ensures that such concerns can be raised in a confidential and secure manner, without fear of retaliation or victimization. It also lays down procedures for receiving, reviewing, and addressing complaints in a fair and transparent manner, thereby reinforcing the Companys commitment to high standards of integrity, accountability, and ethical governance.

The Policy applies to all Directors and Employees of the Company and aims to foster a culture of openness and responsibility within the organization. The Vigil Mechanism-cum-Whistle Blower Policy is available on the Companys Website at https://euroadhesives.com/

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

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") does not applicable to the Company. investigating, and redressing complaints pertaining to sexual harassment of women at the workplace in a fair, impartial, and time-bound manner.

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

The Policy on Prevention of Sexual Harassment of Women at Workplace is available on the Companys website at

https://euroadhesives.com/.

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

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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

PARTICULARS OF EMPLOYEES:

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

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

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

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

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

CORPORATE GOVERNANCE:

At the heart of effective corporate governance are the core values that guide the Companys actions and decision-making. The four pillars of the Companys value system - Together, Caring For, Agile, and Making It Happen - serve as the foundation for its culture and business practices. These values shape the way the Company conducts its operations, engages with stakeholders, and pursues its strategic objectives.

Corporate Governance, in its true sense, represents a harmonious integration of sound business practices and ethical principles. It encompasses accountability, responsibility, fairness, transparency, robust risk management, and sustainability. By embedding these principles into its governance framework, the Company not only strengthens organizational performance and long-term growth but also fosters trust, confidence, and enduring relationships with its stakeholders and shareholders.

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

ANNUAL RETURN:

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") does not applicable to the Company.

CEO/ CFO CERTIFICATION:

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

INSURANCE:

The Companys Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability and Public Liability Policy and Commercial General Liability (CGL). It also maintains various other types of insurance, such as Erection All Risk for its major capital expenditures projects, Directors and Officers liability, Transit cover, Charterers liability cover, Marine policy and Employee Benefit Insurance policies. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT, HEALTH AND SAFETY:

Environment:

As a responsible corporate citizen and as a Chemicals manufacturer, Environmental Safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms. It consistently takes various measures to develop and adopt safer process technologies, unit operations and sustainable systems. Your Company has integrated an ESG framework into operations, positioning itself as a responsible chemicals player. By embedding these principles into strategy, the company has enhanced resilience, risk mitigation and sustainable value creation.

Health and Safety:

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

INDUSTRIAL RELATIONS:

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

DETAILS OF NODAL OFFICER:

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

Name: Mr. Utkarsh Patel
Designation: Managing Director
Postal Address: 1104-1112 Ellite, Nr. Shapath Hexa,
Opp Kargil Petrol Pump,
Near Sola Over Bridge S G Highway,
Ahmedabad, 380060
Telephone No.: +91 79 7176 1000
E-mail ID:

i nfo@euroad hesives.com

The Company has also displayed the above details of Nodal Officer at its Website at https://euroadhesives.com/.

OTHER DISCLOSURESAND INFORMATION:

(A) Secretarial Standards:

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

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

(B) Annual Listing Fee:

The Company has paid of listing with BSE Limited.

(C) No One Time Settlement:

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

(D) Application received under insolvency and bankruptcy code, 2016 :

The Company has not received any application under insolvency and bankruptcy code, 2016.

ACKNOWLEDGMENT:

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

Registered Office:

By Order of the Board

1104-1112, Elite, Near Shapath Hexa,

For Jyoti Resins and Adhesives Limited

Opposite Kargil Petrol Pump, Near Sola Bridge
Ahmedabad - 380060

JAGDISH NATHALAL PATEL

Date: 8th August, 2026

CHAIRMAN AND WHOLE-TIME DIRECTOR

DIN:00304924

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