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Alternicq Ltd Directors Report

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Mar 16, 2015|12:00:00 AM

Alternicq Ltd Share Price directors Report

To

The Members Alternicq Limited

(Formerly known as Manjushree Technopack Limited)

The Board of Directors is pleased to present the 39th (Thirty-Ninth) Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2026, together with the Independent Auditors Report.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys performance during the financial year as compared with that of the previous year is summarized below:

(Rs. in Million except stated otherwise)

Particulars

FY 2025-26 FY 2024-25
Revenue from Operations 27,167.49 25,698.26
Other Income 92.57 142.03
Operating profit before Finance Cost, Depreciation, Tax and Exceptional Items 3,703.29 4,113.99

Less: Depreciation and amortization expenses

2,231.22 1993.26

Less: Finance Cost

1,192.69 1222.59
Profit before Exceptional Items and Tax 279.38 898.14
Exceptional Items -36.07 1,769.01
Profit before Tax 243.31 2,667.15

Less: Tax

- 219.40 190.89
Profit for the year 462.71 2,476.26
Other Comprehensive Income - 15.66 2.91
Total Comprehensive Income 447.05 2,479.17

During the year under review, the company recorded revenue from operations of C27,167.49 Mn higher by 5.72 % compared to C25,698.26 Mn of the last financial year. The Company recorded net profit C447.05 Mn during the financial year ended on March 31, 2026, against the net profit of C2,479.17 Mn in the previous financial year ended on March 31,2025. The Companys EBITDA C3,703.29 Mn reduced by 9.98 % over the EBITDA of C4,113.99 Mn of the last financial year.

2. DIVIDEND:

Your Board declared an Interim Dividend on August 25, 2025, at the rate of 1450%, i.e., C29/- (Rupees Twenty Nine only) per equity share of face value C2/- (Rupees Two only) each, aggregating to C248,93,54,374/- (Rupees Two Hundred Forty-Eight Crores Ninety-Three Lakhs Fifty-Four Thousand Three Hundred Seventy- Four only). The said dividend was paid to the eligible shareholders within the stipulated time in accordance with the applicable provisions of the Companies Act, 2013.

3. TRANSFER TO RESERVES:

The Board has decided to retain the entire amount of profit for FY2025-26 in the distributable retained earnings.

4. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), the Company is required to transfer to the Investor Education and Protection Fund (“IEPF”) any dividend amount remaining unpaid or unclaimed for a period of seven consecutive years, along with the corresponding shares in respect of which such dividend has remained unclaimed.

Shareholders/claimants whose shares and/or unclaimed dividend amounts have been transferred to the IEPF Suspense Account or the IEPF, as applicable, may claim the shares or seek a refund of the dividend amount by submitting an application in Form IEPF-5, available on the IEPF Authoritys website (www.iepf.gov.in), along with such documents and fees, if any, as may be prescribed by the IEPF Authority from time to time.

5. CHANGES IN SHARE CAPITAL:

During the year under review, the Company reclassified its Authorised Share Capital from C25,10,00,000/- (Rupees Twenty-Five Crores and Ten Lakhs only) comprising 12,55,00,000 (Twelve Crores Fifty-Five Lakhs) Equity Shares of face value of C2/- (Rupees Two only) each to

C25,10,00,000/- (Rupees Twenty-Five Crores and Ten Lakhs only) comprising 12,15,00,000 (Twelve Crores Fifteen Lakhs) Equity Shares of face value of C2/- (Rupees Two only) each and 40,00,000 (Forty Lakhs) 0.001% Non-

Convertible Redeemable Preference Shares (NCRPS) of face value of C2/- (Rupees Two only) each.

As on March 31, 2026, the issued, subscribed and paid-up share capital of the Company was as under:

Particulars

Number of Shares Amount (J)
Issued, Subscribed and Paid-up Equity Share Capital 9,43,70,875 18,87,41,750
Issued, Subscribed and Paid-up Non-Convertible Redeemable Preference Shares 40,00,000 80,00,000

Total

9,83,70,875 19,67,41,750

During the year under review, the Company issued and allotted the following securities:

• 85,31,069 (Eighty-Five Lakhs Thirty-One Thousand and Sixty-Nine) Equity Shares of face value C2/- (Rupees Two only) each pursuant to the conversion of 5,29,09,694 (Five Crores Twenty-Nine Lakhs Nine Thousand Six Hundred and Ninety- Four) Compulsorily Convertible Debentures (CCDs) of face value C100/- (Rupees One Hundred only) each.

• 40,00,000 (Forty Lakhs) 0.001% Cumulative, Non-Participative, Non-Convertible Redeemable Preference Shares (NCRPS) of face value C2/- (Rupees Two only) each.

Other Disclosures on Share Capital:

Particulars

Disclosures

Buy Back of Securities The Company has not bought back any of its securities during FY 2025-26.
Issue of Bonus Shares No bonus shares were issued during FY 2025-26.
Issue of Equity Shares with Differential Voting Rights The Company has not issued any equity shares with differential voting rights during FY 2025-26.

6. EMPLOYEE STOCK OPTION PLAN (ESOP)

Pursuant to the resolutions passed by the Board of Directors on May 21, 2025 and by the shareholders on July 09, 2025, the Company adopted the “Manjushree Technopack Limited Employee Stock Option Plan - 2025” (ESOP 2025) for granting stock options to eligible employees.

The disclosures required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and details of the scheme are provided in the Financial Statements under Note No. 45.

7. EVENT BASED DISCLOSURES:

During the year under review, several events took place, details of which are provided below:

a) SHIFTING OF THE REGISTERED OFFICE OF COMPANY FROM “STATE OF KARNATAKA TO STATE OF HARYANA”:

During the financial year 2025-26, the Company shifted its Registered Office from the State of Karnataka to the State of Haryana to strengthen administrative oversight, improve operational coordination, and enhance overall business efficiency. The relocation is aligned with the Companys strategic objectives and is expected to facilitate better management control and effective decision-making.

The aforesaid shift was effected pursuant to the approval of the shareholders and upon obtaining all requisite approvals from the statutory and regulatory authorities, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. Consequent upon the completion of the process, the Ministry of Corporate Affairs issued a Fresh Certificate of Incorporation dated November 11, 2025, evidencing the change in the Registered Office of the Company from the State of Karnataka to the State of Haryana.

Further, pursuant to the provisions of Section 128 of the Companies Act, 2013, read with the applicable rules thereunder, the books of account and other relevant papers of the Company are maintained at its Corporate Office situated at:

MBH Tech Park, 2nd Floor, Survey No. 46P & 47P, Begur Hobli, Electronic City Phase-II, Bengaluru - 560100, Karnataka, India.

b) THE CHANGE IN THE NAME OF THE COMPANY:

In line with the Companys strategic rebranding initiative and its evolving business vision, the Board of Directors considered it appropriate to adopt a new corporate identity that more accurately reflects the Companys diversified business operations, growth aspirations, and future strategic direction.

Accordingly, pursuant to the approval of the shareholders and all necessary statutory and regulatory approvals, the name of the Company was changed from “Manjushree Technopack Limited” to “Alternicq Limited.”

Consequent to the approval of the change of name, the Ministry of Corporate Affairs (MCA) issued a Fresh Certificate of Incorporation dated February 20, 2026, certifying the change in the name of the Company from Manjushree Technopack Limited to Alternicq Limited.

The change in name does not affect the legal status, constitution, rights, obligations, business operations, or any existing contractual arrangements of the Company. The Company continues to carry on its business under the new name and remains committed to delivering sustained value to its stakeholders while pursuing its long-term growth strategy under its refreshed corporate identity.

c) CORPORATE RESTRUCTURING:

The Company has filed, on March 29, 2026, a Scheme of Amalgamation before the Honble National Company Law Tribunal, Chandigarh Bench (NCLT) pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, for the amalgamation of Pravesha Industries Private Limited (“PIPL” or the “Transferor Company”) with Alternicq Limited (formerly known as Manjushree Technopack Limited) (the “Transferee Company”), together with their respective shareholders.

The proposed Scheme, inter alia, provides for the merger of the Transferor Company with the Transferee Company with a view to achieving operational efficiencies, business synergies, and simplification of the group structure.

As on the date of this Report, the application filed in connection with the Scheme is pending approval before the Honble NCLT, Chandigarh Bench. The Company will take all necessary steps and comply with applicable statutory and regulatory requirements in relation to the proposed amalgamation and will keep the stakeholders informed of significant developments in this regard.

8. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company does not have a subsidiary or associate, and hence there are no disclosures to be provided in this regard.

9. CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013, Mr. Sumit Mohan Nadgir (DIN: 07619675) Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of Members of the Company in the ensuing Annual General Meeting.

The Code of Conduct for Directors and to all present senior executives forming a part of the top-level Management is available at https://www.alternicq. com/investor-relations/policies

During the year under review the following Key Managerial Personnel has resigned from the Board of the Company:

Name of Director / KMP

DIN

Designation

Date of Resignation

Mr. Rajesh Kumar Ram - Chief Financial Officer October 17, 2025

Appointment/Re-appointment of Directors and Key Managerial Personnels (KMPs):

During the year under review, following Director(s) and KMP were appointed by the Company:

Name of Director / KMP

DIN

Designation

Date of Appointment

Mr. Nikhil Kumar Srivastava 07308617 Director (Chairman of the Board) March 25, 2025
Mr. Aswin Vikram 08895013 Director March 25, 2025
Mr. Sumit Nadgir 07619675 Director March 25, 2025
Mr. Kamlesh Vikamsey 00059620 Independent Director March 26, 2025
Mr. Sameer Kaji 00172458 Independent Director March 26, 2025
Mr. Thimmaiah Napanda Poovaiah 01184636 Managing Director and Chief Executive Officer May 30, 2025
Mrs. Anisha Motwani 06943493 Independent Director June 25, 2025
Mr. Peeyush Gupta - Chief Financial Officer October 17, 2025

• The appointments of Mr. Nikhil Kumar Srivastava, Mr. Aswin Vikram, and Mr. Sumit Nadgir as Non-Executive Directors of the Company were approved by the members through a postal ballot on May 30, 2025.

• The appointments of Mr. Kamlesh Vikamsey and Mr. Sameer Kaji as Independent Directors of the Company were approved by the members through a postal ballot on May 30, 2025.

• The Re-appointment of Mr. Thimmaiah Napanda Poovaiah, as Managing Director and Chief Executive Officer of the Company, was approved by the members through a postal ballot on July 09, 2025.

• Mrs. Anisha Motwani, who possesses the requisite integrity, expertise, experience, knowledge, skills, and proficiency to effectively discharge her duties and responsibilities as an Independent Director, was appointed as an Additional Director in the capacity of Independent Woman Director of the Company with effect from June 25, 2025. Her appointment as an Independent Woman Director was subsequently approved by the members of the Company at the 38th Annual General Meeting held on August 25, 2025.

• Mr. Raghavendra Kini (DIN: 11878414) was appointed as an Additional Director designated as Whole-time Director-Operations, of the Company with effect from August 10, 2026. Approval of the Members for his appointment as Whole-time Director is being sought at the ensuing Annual General Meeting, and the necessary resolution is included in the Notice of the Meeting.

11. BOARD MEETINGS HELD DURING THE YEAR:

The Meetings of the Board and Committees were held at regular intervals with time gaps of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors were held when necessary. During the year under review, Ten (10) Meetings were held on April 21, 2025, May 21, 2025, June 25, 2025, August 25, 2025, September 29, 2025, October 17, 2025, November 25, 2025, January 13, 2026, March 07, 2026 and March 23, 2026.

The agenda and relevant papers for the meetings of the Board and its Committees are circulated in advance to the Directors/Members. Certain meetings were held at shorter notice in accordance with applicable legal requirements. The minutes of the meetings of the Board and its Committees are circulated to the Directors/Members for their perusal and records.

12. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on 23rd March 2026 to review the performance of Non- Independent Directors and the Board as a whole and Non-Executive Directors and other items as stipulated under The Companies (Appointment and Qualification of Directors) Rules, 2014.

13. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

In terms of the provisions of Companies Act 2013 read with the rules made thereunder, the Board of Directors have evaluated the effectiveness of the Board / Director(s) for the financial year 2025-26.

14. DECLARATIONS FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received Declarations from all Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet with the criteria of their Independence laid down in Section 149(6). The same is enclosed with this Report as Annexure I.

15. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) The Directors 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 and loss of the Company for that period;

c) the Directors had 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;

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

e) the Directors have laid down the internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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.

16. MATERIAL CHANGES AND COMMITMENTS:

During the period under review, there were no material changes and commitments which affected the financial position of the Company.

17. COMMITTEES OF THE BOARD:

The Company has duly Constituted and reconstituted following committees in terms of the provisions of the Companies Act 2013 read with relevant rules framed thereunder during the reporting period and till the date of this report:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Risk Management Committee

5. Stakeholders Relationship Committee

There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.

a) Audit Committee

The Audit Committee was reconstituted with effect from April 11, 2025, comprising the following members:

• Mr. Kamlesh Vikamsey - Chairman

• Mr. Sameer Kaji - Member

• Mr. Nikhil Kumar Srivastava - Member

During the financial year under review, the Audit Committee held nine (9) meetings on April 21, 2025, June 25, 2025, August 25, 2025, September 29, 2025, October 17, 2025, November 25, 2025, January 13, 2026, March 07, 2026 and March 23, 2026. The Committee discharged its functions and responsibilities in accordance with the provisions of Section 177 of the Companies Act, 2013. The Company has complied with the broad framework prescribed under the applicable statutory requirements and policies during the year under review.

The Company has adopted and implemented the following policies to guide the functioning of the Audit Committee and ensure effective corporate governance:

Vigil Mechanism:

Your Company is committed to the highest ethical and legal standards. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013.

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) are enclosed in the prescribed format, Form AOC-2, as Annexure-II. The Transactions were in the ordinary course of business and at arms length terms.

The Companys Policy on Related Party Transactions is available at https://www.alternicq.com/investor- relations/policies

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was reconstituted with effect from April 11, 2025, comprising the following members:

• Mr. Sameer Kaji - Chairman

• Mr. Kamlesh Vikamsey - Member

• Mr. Nikhil Kumar Srivastava - Member

During the financial year under review, the Nomination and Remuneration Committee held three (3) meetings on May 21, 2025, June 25, 2025 and October 17, 2025 to discharge its responsibilities in accordance with the provisions of the Companies Act, 2013.

The Company policy relating to the appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 be placed on the website of the Company at https://www.alternicq.com/investor-relations/policies

c) Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee was reconstituted with effect from April 11, 2025, comprising the following members:

• Mr. Sameer Kaji - Chairman

• Mr. Nikhil Kumar Srivastava - Member

• Mr. Thimmaiah Napanda Poovaiah - Member

During the financial year under review, the CSR Committee held two (2) meetings on June 25, 2025 and March 23, 2026 to discharge its functions and responsibilities in accordance with the provisions of the Companies Act, 2013.

Corporate Social Responsibility (CSR) Policy

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board. Following its reconstitution on April 11, 2025, the Committee comprises Mr. Sameer Kaji, Independent Director, as Chairman, Mr. Nikhil Kumar Srivastava, Director, and Mr. Thimmaiah Napanda Poovaiah, Managing Director & CEO, as Members.

The CSR Committee is entrusted with the responsibility of formulating and recommending to the Board the Corporate Social Responsibility Policy of the Company, identifying and recommending CSR initiatives, monitoring the implementation of approved CSR projects and programmes, and recommending the amount of expenditure to be incurred on CSR activities in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

During the financial year under review, the Committee reviewed the CSR framework and recommended CSR initiatives for consideration and approval by the Board. The details of CSR activities undertaken and expenditure incurred during the year form part of the Annual Report on CSR Activities, annexed to this Report as Annexure MI.

The Companys CSR Policy is available on its website at https://www.alternicq.com/investor-relations/policies

d) Risk Management Committee

The Risk Management Committee was reconstituted with effect from April 11, 2025, comprising the following members:

• Mr. Kamlesh Vikamsey - Chairman

• Mr. Thimmaiah Napanda Poovaiah - Member

• Mr. Sumit Mohan Nadgir - Member

During the financial year under review, the Risk Management Committee held one (1) meeting on March 23, 2026 to review the Companys risk management framework and oversee the identification, assessment, mitigation, and monitoring of key business risks.

Risk Management Policy

The Company has established a robust risk management framework designed to identify, evaluate, monitor and mitigate risks that may impact its business objectives, operations, financial performance, reputation and stakeholder interests. The Risk Management Committee assists the Board in overseeing the implementation and effectiveness of the

Companys risk management practices and in ensuring that appropriate risk mitigation measures are in place.

The Committee periodically reviews strategic, operational, financial, regulatory, cyber security, environmental and other emerging risks and recommends suitable actions to strengthen the Companys risk governance framework.

The Company has adopted a comprehensive Risk Management Policy that articulates its approach to risk identification, assessment, mitigation, monitoring and reporting across the organization. The Policy serves as a guiding framework for managing risks in a proactive and systematic manner and is available on the Companys website at https://www.alternicq.com/ investor-relations/policies.

e) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was reconstituted with effect from April 11, 2025, comprising the following members:

• Mr. Sameer Kaji - Chairman

• Mr. Aswin Vikram - Member

• Mr. Thimmaiah Napanda Poovaiah - Member

During the financial year under review, the Stakeholders Relationship Committee held one (1) meeting on March 23, 2026 to review and oversee stakeholder- related matters, including investor grievances, share transfer and transmission requests, and other matters relating to stakeholder services and satisfaction.

The Committee functions in accordance with the applicable provisions of the Companies Act, 2013 and is responsible for ensuring effective redressal of stakeholder grievances and strengthening stakeholder engagement through transparent and efficient processes. The Committee periodically reviews the status of investor complaints, requests and other stakeholder-related matters and provides guidance for their timely resolution

18. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company has filed, on 25th June 2026, a Scheme of Amalgamation before the Honble National Company Law Tribunal, Chandigarh Bench, between AI Lenarco Midco Limited (“Transferor Company”) and Alternicq Limited (“Transferee Company”), and their respective shareholders, under Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013 and the relevant provisions of the Mauritius Companies Act.

The proposed amalgamation is intended to simplify the corporate structure, enhance operational efficiencies, and achieve business synergies. The Scheme is primarily a restructuring exercise and is not expected to have any material adverse impact on the Companys operations or financial position.

The application is currently pending before the Honble NCLT, Chandigarh Bench, and the Scheme shall become effective upon receipt of the requisite statutory and regulatory approvals

19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS,

KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

There are Directors/ Key Managerial Personnel who were in receipt of the remuneration as prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) of Managerial Personnel Rules, 2014 during the year under review given in the notes to Statement of Profit and Loss.

20. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company or from Holding or Subsidiary Company.

21. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

Statement pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IV.

22. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 read with the Companies Amendment Act, 2020 an Annual Return in MGT-7 is placed on the website of the Company i.e., https://www.alternicq.com/investor- relations/reports/investor-presentations

23. AUDITORS:

a) Statutory Auditors:

Messrs. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 38th Annual General Meeting (AGM) and continuing until the conclusion of the 43rd Annual General Meeting of the Company.

The Statutory Auditors have conducted the audit of the financial statements of the Company for the financial year under review in accordance with the applicable provisions of the Companies Act, 2013 and the Standards on Auditing prescribed thereunder.

b) I nterna l Aud itor:

Messrs. Mahajan & Aibra, Chartered Accountants, B-Wing, 2nd Floor, Mafatlal Chambers, N. M. Joshi Marg, Lower Parel (E), Mumbai - 400013, Maharashtra, India, were appointed as the Internal Auditors of the Company.

c) Cost Auditor:

Messrs. G S & Associates, Cost Accountants, 207, Bindu Galaxy, No. 2, 1st Main, Chord Road, Industrial Town, Rajajinagar, Bengaluru-560044, Karnataka, India, were appointed as Cost Auditors for the Financial Year 2025-26 for the product shrink film.

d) Secretarial Auditor:

Mr. Vijayakrishna K T, FCS, Practising Company Secretary, was appointed as Secretarial Auditor of the Company for the Financial Year 2025-26.

24. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report as provided by Mr. Vijayakrishna K T, Practising Company Secretary in the form MR-3, is annexed to this Report as Annexure V.

25. QUALIFICATIONS IN THE AUDIT REPORTS:

There were no qualifications or observations by the Auditors in their audit reports, except for comments on Audit Trail as explained in notes in the financial statements, which is self-explanatory.

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

Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo is as follows:

A. Form for disclosure of particulars with respect to conservation of energy:

POWER AND FUEL CONSUMPTION:

1. Electricity

March 31, 2026 March 31, 2025
(a) Purchased:
No. of Units in Lakhs (KWH)* 1977.54 1985.19
Total Amount C in Lakhs 13930.73 13182.88
Rate / Unit (KWH) (C) 7.04 6.64
(b) Own Generation through Diesel Generator
No. of Units (KWH) Generated in Lakhs 8.04 9.14
Total Amount C In Lakhs 251.1 241.90
Units Per Liter of diesel oil 3.07 3.21
Cost / Unit in C 31.25 26.46
*Excluding generation from wind mill Units (in lakhs) 37.65 39.25
2. Coal - -
3. Furnace Oil - -
4. Others - -

B. TECHNOLOGY ABSORPTION:

(a) Efforts made in technology absorption as per detailed hereunder: I. RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R & D carried out by the Company. : The Company is making in-house R& D efforts for introduction / development of value-added products.
2. Benefits derived as a result of the above R & D : New products have been introduced, giving an edge to the Company in the present-day competitive market.
3. Further Plan of action : The Company intends to continue its R&D efforts.

EXPENDITURE ON R&D:

The Expenditure incurred on Research and Development: Bangalore Corporate

Nature of Expenditure

2025-26 2024-25
Capital Expenditure 73.42 94.71
Revenue Expenditure - -

Total

73.42 94.71

Total R&D expenditure as a percentage of total turnover

0.27% 0.37%

27. RESEARCH AND DEVELOPMENT(R&D)

The Company has been continuously putting effort to develop new products with different challenges. The Company is doing many research activities in the areas of material weight reduction, alternate material, process design, process improvement, value engineering products etc.

Benefits derived as a result of R & D:

a) Market expansion and improved competitive position through significantly improved products for new markets.

b) Improved competency in designing processes & products for customers.

c) Upgradation of technical skills of employees for higher productivity & more consistent quality.

Future Plan of Action:

The Company is looking to adopt new and upgraded technologies in order to stay ahead of its competitors future R&D efforts will continue along similar lines, as at present, but with more focus, thrust and endeavors. Adoption of sustainable technologies and enabling circular economy by technological solutions towards PCR (Post Consumer Recycled).

Form for disclosure of particulars with respect to absorption

1. Efforts in brief made towards technology absorption, adaptation and innovation : Does not arise
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc. : None
3. a. Technology imported : None
b. Year of Import : NA
c. Has technology been fully absorbed? If not fully absorbed, area where this has not taken place reason thereof and future plan of action. : NA

(a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services export plans: Our organization is actively engaged in various activities to boost exports. We have implemented several initiatives aimed at increasing export volumes and expanding our reach into new markets.

(b) Foreign Exchange Earnings and Outgoings:

During the financial year under review, your Companys foreign exchange earnings were C674.72 Million and foreign exchange outgoings were C1767 Million as against C780.11 Million of foreign exchange earnings and C1859 Million of foreign exchange outgoings for the previous year.

28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial controls and risk mitigation processes commensurate with the size, scale and complexity of its operations. These controls are periodically reviewed and strengthened through internal audits, risk assessments and updated operating procedures. The Audit Committee regularly evaluates the adequacy and effectiveness of the internal control framework and is apprised, along with the Statutory Auditors and Business Heads, of internal audit findings and corrective actions taken by the management.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review, the Company has neither granted any loans nor provided any guarantees. The Company has, however, made certain investments during the year, details of which are provided in Note No. 09 of the Financial Statements.

30. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any Deposit from public within the meaning of Sections 76 of the Companies Act, 2013 read with the Companies Acceptance of Deposit Rules, 2014 made there under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

Disclosure as per the Companies (Acceptance of Deposits) Second Amendment Rules, 2015.

The Company has not accepted any unsecured loan from the directors of the Company and/or relatives of the directors during the year under review.

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

I. At the beginning of the year Nil
II. Maximum during the year Nil
III. At the end of the year Nil

31. REVISION OF FINANCIAL STATEMENTS OR THE REPORT

As per the Secretarial Standards-4 in case the Company has revised its Financial Statements or the Report in respect of any of the three preceding Financial Years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

There was no revision of Financial Statements in any of the three preceding Financial Years.

32. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There was no such process initiated During the financial year under review.

33. CREDIT RATING OF SECURITIES:

Your Company has not obtained any rating from the credit rating agency for the securities during the year. Therefore, the said clause is not applicable to the Company.

34. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which has helped your Company to achieve production targets.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

A policy on the Prevention of Sexual Harassment in the Workplace has been released by the Company. The policy aims at the prevention of harassment of employees and lays down the guidelines for the identification, reporting, and prevention of undesired behavior. Three-member Internal Committee (IC) was set up from the senior management with women employees constituting the majority. The IC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

The details pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, for the financial year 2025-26 are provided below:

Sr. No.

Particulars

Details

Number of complaints received in a year NIL
ii. Number of complaints disposed of in a year NIL
iii. Number of cases pending for more than 90 days NIL
iv. Nature of action taken by the employee NIL

The above reflects the Companys commitment to the timely and effective redressal of complaints.

36. DISCLOSURE FOR COMPLIANCE WITH MATERNITY BENEFIT ACT:

During the financial year under review, The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including amendments and rules made thereunder. The Company is committed to providing a safe, inclusive and supportive work environment for its women employees and ensures that eligible women employees are provided with maternity benefits as prescribed under the said Act, including paid maternity leave, nursing breaks and protection from dismissal during maternity leave.

During the financial year under review, no women employees of the Company availed maternity benefits under the provisions of the Maternity Benefit Act, 1961.

The Company ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity and has appropriate policies and processes in place to uphold the objectives of the legislation.

37. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

The details of the total number of employees as on March 31, 2026, are provided as under.

1. Number of Female Employees: 228

2. Number of Male Employees: 1,735

3. Number of Transgender Employees: Nil

38. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

39. FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014):

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

40. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

During the financial year under review, the Company has duly complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) and approved by the Central Government under Section 118(10) of the Act.

41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not undertaken any one-time settlement with any bank or financial institution during the financial year under review. Hence, it is not applicable.

42. MAINTENANCE OF COST RECORDS:

Your Company has complied with the Maintenance of Cost Records as specified by the Central Government under Sub- Section (1) of Section 148 of the Companies Act, 2013.

44. ACKNOWLEDGEMENTS:

Your directors place on records their sincere appreciation for the dedication, commitment and valuable contribution of the employees of the Company at all levels during the financial year 2025-26. Their continued efforts and cooperation have played an important role in supporting the Companys operations and progress. The Board also expresses its gratitude to the Companys bankers, financial institutions, customers, vendors, consultants, government authorities, dealers and other business associates for their continued support and cooperation. The Directors further acknowledge and appreciate the trust, confidence and support reposed in the Company by its shareholders and consumers.

For and on behalf of the Board

Thimmaiah Napanda Poovaiah

Aswin Vikram

Managing Director and CEO Director
Place: Bengaluru DIN: 01184636 DIN:08895013
Date: August 10, 2026

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