Lohia Corp Ltd Directors Report

Dear Members,

The Board of Directors take the pleasure in presenting Company?s Annual Report along with Audited Statement of Accounts for the year ended March 31,2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

Particulars	Standalone Results	Consolidated Results
	2025-26	2024-25	2025-26	2024.25
Revenue from operations	16,553.31	13,101.04	17,169.95	13,768.72
Other Income	217.46	127.74	208.75	96.01
EBITDA	3,524.42	2,201.05	3,394.52	2286.02
Less: Finance Cost	101.16	134.74	126,25	153.41
Less: Depreciation/Amortization	473.67	482.14	523.71	508.33
Share of net profrt/(loss) of joint venture	-	-	-	-
Exceptional items	198.43	-	94,16	-
Profit / (Loss) Before Tax (PBT)	2,751.16	1,584.17	2,650.40	1,624.28
Less: Tax expense	689.32	397.92	715.87	445.87
Profit / (Loss) After Tax (PAT) (A)	2061.84	1,186.25	1,934.53	1,178.41
Other Comprehensive Income (OCI) (B)	(31.30)	22.38	(49.74)	13.46
Total Comprehensive Income (A+B)	2,030.81	1,208.63	1,884.79	1,191.87

Performance and Outlook of Future

During the Financial Year 2025-26, the Company delivered a strong operational and financial performance, reflecting the resilience of its business model, continued customer confidence and sustained focus on operational excellence.

On a standalone basis, revenue from operations increased by 26.4% to U 6,553.31 million from Rs.13,101.04 million in the previous year. EBITDA increased by 60.1% to L3,524.42 million from 201.05 million, while Profit After Tax grew significantly by 73.8% to Rs.2,061.84 million as against ^1,186.25 million in the previous year.

On a consolidated basis, revenue from operations increased by 24.7% to ^17,169.95 million from ^13,768.72 million in the previous year. EBITDA increased by 48.4% to L3,394.52 million from ^2,286.02 million, while Profit After Tax rose by 64.1% to ^1,934.53 million from U,178.41 million in the previous year.

As a leading end-to-end solution provider for the woven plastics industry, offering solutions from concept to commissioning, the Company continues to strengthen its market position through technological innovation, engineering excellence and its extensive global sales & service network. Despite uncertain global economic conditions due to geopolitical tensions, the Company remains optimistic about its long-term growth prospects supported by increasing demand for advanced woven plastics solutions with continuous focus on innovation and automation.

Exhibitions and Brand Building

Your Company has been regularly participating in important trade exhibitions of industries it caters to. This year, besides other exhibitions, the Company participated in two major triennial global exhibitions, showcasing its engineering prowess as end-to-end solution provider; these exhibitions were K-2025 at Diisseldorf and PLASTTNDIA-2026 at Delhi, where it not only showcased its new product developments, but also presented its smart-factory IoT dashboards with Digital Twin capabilities and also highlighted its sustainability focus by launch of new recycling machine for post-consumers plastics segment.

Material Events During the Year

Initial Public Offering

The Company filed the Draft Red Herring Prospectus (“DRHP”) with the Securities and Exchange Board of India .(“SEBI”) on August 13, 2025 for undertaking an Initial Public Offering (“IPO”) through an Offer for Sale by the existing shareholders. The Company received SEBIs final observation letter in respect of the proposed IPO vide its letter dated December 08,2025. The Company intends to proceed with the proposed IPO and listing of its equity shares at an appropriate time, subject to favourable market conditions and within the validity period of the SEBI Card.

Dividend

The Board of Directors declared and paid an Interim Dividend of Rs.1.50/- (Rupee One and Fifty Paise only) per equity share of Rs.1/- (Rupee One only) each fully paid-up, the total cash outflow on account of the said Interim Dividend amounted to Rs.15,84,75,000 excluding applicable taxes. The Board has decided not to recommend any Final Dividend and accordingly said Interim Dividend shall be treated as the dividend for the financial year 2025- 26.

Details of material changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

Credit Rating

Companys long-term bank facilities rating at CRISIL AA-/Stable and short-term bank facilities rating at CRISIL A1+. The ratings reflect CRISILs opinion of the Companys strong credit profile, financial risk management practices and ability to meet its long-term and short-term financial obligations in a timely manner.

Quality Standards

Your Company is accredited with the ISO 9001:2015 certification by Det Norske Veritas, Netherlands, confirming that its Quality Management System complies with ISO 9001:2015 standards.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 (“the Act”) read with Ind AS 110-Consolidated Financial Statements, Ind AS 28-Investments in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the consolidated audited financial statement forms part of this Annual Report.

Subsidiary, Joint Venture and Associate Companies

As on March 31, 2026, the Company had two Indian subsidiaries and four overseas subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 forms part of the consolidated financial statements and is annexed to this Annual Report.

During the year under review, none of the Companys subsidiaries qualified as a material subsidiary in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companys Policy on Material Subsidiaries.

Share Capital

During the Financial Year 2025-26, there was no change in the authorised, issued, subscribed and paid-up equity share capital of the Company. Accordingly, the capital structure of the Company remained unchanged during the year under review.

: The details of the equity share capital of the Company as on March 31,2026, and March 31,2025;, are set out below:

Particulars	As on March 31, 2026	As on March 31, 2025
Authorised Share Capital (No. of Equity Shares of Rs.1 each)	25,10,00,000	25,10,00,000
Authorised Share Capital (Rs.)	25,10,00,000	25,10,00,000
Issued, Subscribed and Paid-up Share Capital (No. of Equity	10,56,50,000	10,56,50,000
Shares of Rs.1 eaph)
Issued, Subscribed and Paid-up Share Capital (Rs.)	10,56,50,000	10,56,50,000

The Company has only one class of equity shares having a face value of Rs.1 (Rupee One) each. During the year under review, the Company did ndt issue any equity shares with differential voting rights, sweat equity shares or employee stock options.

Secretarial Standards

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Directors? Responsibility Statement

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, the Directors confirm:

> that in the preparation of the annual accounts, the applicable accounting standards have been followed.

> that the Directors have selected such accounting policies and applied (hem consistently and made judgements 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 ptdfit of the Company for that period.

> that 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.

> that the Directors have prepared the annual accounts on k going concern basis.

>¦ that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

> that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts or arrangements with Related Parties

All contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on arm?s length basis.

There were no materially significant transactions with Related Parties during the FY 2025-26 which were in conflict with the interest of the Company.

Suitable disclosures as required under Ind AS 24 have been made in the Notes to the Standalone financial , statements.

Details of contracts/arrangements/transactions with related parties which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure-I to this Report.

Corporate Social Responsibility (CSR)

The Company remains committed to its? Corporate Social Responsibility ("CSR") initiatives and continues to undertake projects and programmes in areas aligned with the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder and the Companys CSR Policy.

During the Financial Year 2025-26, the Company incurred a CSR expenditure of Rs.1,68,77,985 towards various CSR activities undertaken in accordance with its CSR Policy and the applicable provisions of the Companies Act, 2013.

The Corporate Social Responsibility Committee of the Board regularly reviews the implementation and monitoring of CSR projects and programmes to ensure effective utilisation of CSR funds and achievement of the intended social objectives.

The Annual Report on CSR activities containing the particulars prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Boards Report as Annexure-U.

The CSR Policy is available on the Company?s website and can be accessed at https://www.lohiagroup.com/storage/app/media/Corporate%20Social%20Responsibilitv%20Policv.pdf

Risk Management

The Company has a structured Group Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a) overseeing the Company?s enterprise wide risk management framework;

b) ensuring that all material strategic and commercial risks including cybersecurity, safety and operations; compliance, control and financial risks have been identified and assessed; and

c) ensuring that all adequate risk mitigation measures are hi place to addfess these risks.

The Board of Directors reviewed the risk assessment and procedures involved in the Company and is of the opinion that there are no risks which may threaten the existence of the Company.

Internal Control Systems

Given the nature of business and size of operations of Core Undertaking, your Company?s Internal Control System were designed to provide for: >

> Accurate recording of transactions with internal checks and prompt reporting.

> Adherence to applicable Accounting Standards and Policies.

> Compliance with applicable statutes, policies and management policies and procedures.

> Effective use of resources and safeguarding of assets.

The Internal Control System provides for well documented policies/ guidelines, authorisations and approval procedures. The Internal Auditors carry out periodic audits at all locations and functions and bring out deviation, if any, in the Internal Control procedures. The observations arising out of the audit were periodically reviewed and compliance ensured. The summary of the Internal Audit observations and status of implementation were submitted to the Audit Committee.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajendra Kumar Arya, Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors of the Company have recommended his re-appointment.

During the year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Name of Director/KMP	Nature	Effective Date	Designation	Shareholders? Approval
Mr. Gaurav Lohia	Appointment	April 25, 2025,	Whole time Director	May 27, 2025
Mr. KG Gupta	Change in Designation	April, 24, 2025 ,	Chief Financial Officer	-
Mr. Anupam Agarwal	Appointment	April 25, 2025	Chief Financial Officer	-
Mr. Gaurav Swarup	Resignation	August 11, 2025	Independent Director	-
Mr. Ujjal De	Resignation ?	August 11, 2025	Non-Executive Director	-

Subsequent to the close of Financial Year 2025-26, Mr. Paritosh Kumar Mukherjee tendered his resignation from the position of Whole-time Director of the Company, to step down from his executive responsibilities, effective from the close of business hours on May 07,2026 At the request of the Chairman, Mr. Mukherjee agreed to continue his long-standing association with the Company in a non-executive capacity. Accordingly, he will continue to serve as a Non-Executive Director on the Board, ensuring continued benefit to the Board from his experience and strategic vision.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors? Databank.

The Company has devised Nomination & Remuneration Policy for selection of Directors and determining Directors? independence sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company.

The Company?s remuneration policy is directed towards rewarding performance, based on review of achievements. The remuneration policy is in consonance with existing indUstiy practice.

The said policy is available on the Company?s website and can be accessed at https://www.lohiagroup.com/storage/app/media/ISfomination%20and%20Remuneratibn%20Policv.pdf

Auditors and Auditors? Report

Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013) and M/s Anil Pariek & Garg, Chartered Accountants, (Firm Registration No.: 01676C), were appointed as the Auditors of the Company for a term of 5 (five) consecutive years, at the 1^st Annual General Meeting held on August 27, 2024. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The. Auditors? Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes t the financial statements referred in the Auditors? Report are self-explanatory and do not call for any furthe comments.

Cost Auditors

The Board has re-appointed M/s. Rakesh Misra & Co., Cost Accountants, for the FY 2026-27, as Cost Auditors fo conducting the audit of cost records of products and services of the Company for various segments as per Section 148 of the Act read with the Companies (Cost Records ahd Audit) Rules, 2014.

In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014,th Company has maintained cost records.

Secretarial Auditor

The Board has appointed M/s. Adesh Tandon & Associates, Practising Company Secretaries, to conduct Secretarial Audit of the Company for the FY 2026-27. the Secretarial Audit Report for the financial year ended March 31 2026 is annexed and marked as Annexure-lIl to this Report. The Secretarial Audit Report does not contain an; qualification, reservation, adverse remark or disclaimer.

M/s. Adesh Tandon & Associates has confirmed that the firm is not disqualified from being appointed as the Secretarial Auditor of the Company.

Criteria For Making Payment to Non-Executive Directors

Your Company compensates its Non-Executive Director(s) by paying sitting fees for attending meetings of th Board, its committees, or any other meetings, in accordance with the limits prescribed under the Companies Ac1 2013.

Disclosures Meetings of the Board

The Board of Directors met 7 (Seven) times during the year under review. The details of board meetings ar provided below:

Sr. No.	Date of Board Meeting
1	April 25,2025
2	June 18, 2025
3	July 25,2025
4	August 11,2025
5	December 06, 2025
6	February 27, 2026
7	March 30,2026

Furthermore, in accordance with the requirements of the Companies Act, 2013, a meeting of the Independent Directors was held to evaluate the performance of the Non-Independent Directors, the Board as a whole, and the Chairman & Managing Director of the Company.

Board Committees

1. Audit Committee

Name of Director	Position on the Committee	Directorship
Mr. Basant Seth	Chairman	Independent Director
Mr. Naresh Kumar Gupta	Member	Independent Director
Ms. Keith Reddy Padmaja Reddy	Member	Independent Director

2. Nomination & Remuneration Committee

Name of Director	Position on the Committee	Directorship
Mr. Naresh Kumar Gupta	Chairman	Independent Director
Mr. Basant Seth .	Member	Independent Director
Ms. Keith Reddy Padmaja Reddy	Member	Independent Director
Mr. Raj Kumar Lohia	Member	Managing Director

3. Corporate Social Responsibility Committee

Name of Director	Position on the Committee	Directorship
Mr. Raj Kumar Lohia	Chairman	Managing Director
Mr. Dinesh Kumar Mittal	Member	Independent Director
Mr. Rajendra Kumar Arya	Member	Whole time Director

4. Risk Management Committee

Name of Director	Position on the Committee	Directorship ?
Mr. Dinesh Kumar Mittal	Chairman	Independent Director
Mr. Basant Seth	Member	Independent Director
Mr. Rajendra Kumar Arya	Member	Whole time Director
Mr. Anupam Agarwal	Member	Chief Financial Officer

5. Stakeholder Relationship Committee

Name of Director	Position on the Committee	Directorship
Mr. Naresh Kumar Gupta	Chaifinan	Independent Director
Mr. Basant Seth	Member	Independent Director
Mr. Raj Kumar Lohia	Member	Managing Director

Vigil Mechanism and Whistle-blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director 7 employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The said policy is available on the Company?s website and can be accessed at https://www.lohiagroup.cont/storage/app/media/Vigil%20Mechanism%20and%20Whistle%20Blower%20Policv.

Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassnxent of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates ho tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act: Training/awareness programme are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

The Code on Social Security, 2020 - Maternity benefit

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/the Code on Social Security, 2020.

Particulars of Loans, Investments, Guarantees and Securities

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are disclosed in the Standalone Financial Statement.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Anoextire-iy to this Report.

Annual Return

As per the provisions of Section 134(3)(a) read with Section 92(3), copy of Annual Return of the Company shall be placed on its website once it is filed with the office of Registrar of Companies, Uttar Pradesh and can be accessed through the following link-https://www.lohiagroup.com/storage/app/media/Annual%20Return Financial%20Year%202024-2025.pdf

General

Your Directors confirm that no disclosure or reporting is required for the following matters, as there were no transactions, instances, or the provisions were not applicable during the year under review:

> Transfer to Reserves.

> Details relating to deposits covered under Chapter V of the Act.

> Issue of equity shares with differential rights as to dividend, voting or otherwise.

> Issue of sweat equity shares to the employees or directors of the Company.

> Neither the Managing Director nor the Whole-time Directors bf the Company receive any salary or commission from any of the subsidiaries of the Company.

> No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operations in future.

> No fraud has been reported by the Auditors to the Audit Committee Or the Board.

> No change in the nature of business of the Company.

> No proceeding pending under the Insolvency and bankruptcy Code, 2016.

> No instance of one-time settlement with any Bank or Financial Institution.

> Particulars of employees and related disclosures In terms of the provisions of Section 197(12) of the Act. Acknowledgement

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, customers, vendors, members during the year under review.