Meghmani Organics Ltd Directors Report

Dear Shareholders

Your Board of Directors is pleased to present Seventh Annual Report of your Company together with Audited Financial Statements for the Financial Year ended on March 31, 2026.

FINANCIAL RESULTS

PARTICULARS	FY 2025-26	FY 2024-25
Revenue from Operations	2,06,542.60	1,98,121.11
Other Operating Revenue	2,638.73	2,265.87
Total Revenue from Operations	2,09,181.33	2,00,386.98
Other Income	9,354.37	4,356.52
Total Income	2,18,535.70	2,04,743.50
Profit Before Finance cost & Depreciation	32,227.85	22,391.00
Finance Cost	7,321.98	5,343.33
Depreciation and Amortization Expenses	8,746.90	8,560.82
Profit Before Exceptional Items & Tax	16,158.97	8,486.85
Exceptional item	-	-
Profit Before Tax	16,158.97	8,486.85
Payment and Provision of Current Tax	3,940.00	550.00
Tax Adjustments (including Deferred Tax) of earlier year	(313.31)	(10.60)
Deferred Tax Expenses/(Income)	5.94	1,305.39
Profit After Tax	12,526.34	6,642.06

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of your Company increased to 2,09,181.33 Lakhs compared to 2,00,386.98 Lakhs showing strength of improved product mix. The Profit Before Finance cost & Depreciation for the year under review increased to 32,227.85 Lakhs compared to 22,391.00 Lakhs of previous year. Your Company has earned profit after tax of 12,526.34 Lakhs compared to 6,642.06 Lakhs of previous year.

SEGMENT PERFORMANCE Crop Protection

During the year under review, Crop Protection constitutes ~78% of the overall companys revenue. The revenue from segment of the Company increased to 1,63,124.35 Lakhs compared to 1,45,061.85 Lakhs showing strength of improved product mix. The Profit Before Finance cost & Depreciation for the year under review increased to 31,263.02 Lakhs compared to 20,391.44 Lakhs of previous year.

Pigments:

During the year under review, Pigments constitutes ~22% of the overall companys revenue. The revenue from segment of the Company stood at 46,056.98 Lakhs compared to 55,325.12 Lakhs. The Profit Before Finance cost & Depreciation for the year under review stood at 3,524.92 Lakhs compared to 3,625.14 Lakhs of previous year.

SCHEME OF AMALGAMATION

The Board of Directors of the Company, at its meeting held on April 4, 2026, approved the Scheme of Amalgamation ("Scheme") between Kilburn Chemicals Limited ("Transferor Company 1"), Meghmani Crop Nutrition Limited ("Transferor Company 2") with Meghmani Organics Limited ("Transferee Company"), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, subject to receipt of requisite approvals from shareholders, secured creditors, unsecured creditors and the Honble National Company Law Tribunal, Ahmedabad Bench ("Honble NCLT").

The proposed Scheme is intended to simplify the group structure, achieve operational and financial synergies, optimize utilization of resources, reduce administrative and compliance costs and enhance overall business efficiency. Since the transferor companies are wholly owned subsidiaries of the Company, no shares shall be issued pursuant to the Scheme. Upon the Scheme becoming effective, the transferor companies shall stand dissolved without undergoing the process of winding up.

Pursuant to the orders dated April 20, 2026, as amended by the order dated April 30, 2026, passed by the Honble National Company Law Tribunal, Ahmedabad Bench ("Honble NCLT"), the NCLT-convened meetings of the equity shareholders, secured creditors and unsecured creditors of the Company were held on June 6, 2026 through VC/OAVM. The voting results and Scrutinizers Reports were submitted to the Stock Exchanges on June 9, 2026. The Scheme remains subject to sanction of the Honble NCLT, Ahmedabad Bench and such other approvals as may be applicable.

INVESTMENT IN RENEWABLE ENERGY

In line with the Companys commitment towards sustainable and green energy initiatives, your Company has executed an agreement for investment of 363 Lakhs in a 3.30 MW Wind-Solar Hybrid Power Project in Gujarat. The project is expected to become operational and commence generation of renewable energy during the financial year 2026-27, which is anticipated to contribute towards energy efficiency and long-term cost optimisation. Consequently, Pro-zeal Green Power Fifteen Private Limited become the associate of the Company by way of 26% investment in the equity shares in accordance with the provisions of the Companies Act, 2013 and applicable accounting standards.

ADVANCING INTEGRATED MANAGEMENT SYSTEMS FOR SAFETY AND SUSTAINABILITY EHS, Sustainability and Responsible Governance

Environment, Health and Safety at your Company has evolved well beyond regulatory compliance. It now occupies a central position in business strategy, operational excellence, and long-term value creation. During the year under review, your Company continued to deepen its commitment towards workplace safety, process safety, environmental stewardship, sustainability governance, and responsible manufacturing practices across all nine manufacturing sites and associated facilities.

Strengthening Process Safety and Occupational Safety Systems

Significant initiatives were undertaken to further enhance the robustness and effectiveness of the Process Safety Management framework. These included strengthening Hazard Identification and Risk Assessment (HIRA), Area risk assessment, (ARA), Hazard and Operability Studies (HAZOP), Pre-Startup Safety Reviews (PSSR), and emergency preparedness and response systems, supported by structured process risk mitigation measures. Sustained focus on engineering controls, operational discipline, competency-based safety training, and a culture of safety ownership and accountability has continued to deliver measurable improvements in safety performance across all levels of the organisation.

Sustainability at the Core of Business Excellence

Built on the foundation of Responsible Care principles, aligned ESG frameworks, and Integrated Management Systems, your Company continues to embed sustainability as a core element of business strategy and operational decision-making.

During the year, your Company achieved a milestone by securing the EcoVadis Silver Medal with the score of 79 out of 100. This recognition reflects the Companys structured, measurable, and continually improving approach across all four EcoVadis pillars: Environment, Labour and Human Rights, Ethics, and Sustainable Procurement.

Governance and Management System Strengthening

Further reinforcing its governance architecture, your Company successfully implemented and maintained internationally recognised management system standards during the year:

ISO 37001 Anti-Bribery Management System, reinforcing the Companys commitment to ethical governance, integrity, transparency, and zero tolerance towards bribery and corruption across all business operations and value chain interactions.

ISO 27001 Information Security Management System, enhancing cybersecurity resilience, safeguarding information assets, and strengthening digital governance practices in alignment with global data security expectations.

ISO 20400 aligned Sustainable Procurement framework, embedding responsible sourcing practices, supplier ESG engagement, and sustainable supply chain governance across procurement operations.

Renewable Energy and Climate Responsibility

Your Company continued to strengthen its focus on renewable and cleaner energy integration as a core element of its long-term climate strategy and sustainability roadmap. During the year, energy conservation projects, process optimisation initiatives, and efficient utility management measures were implemented across manufacturing operations. Progress was made in integrating renewable energy sources into the Companys energy mix, reducing reliance on conventional energy, lowering the overall environmental footprints. Your Company remains committed to progressively enhancing the share of renewable energy and adopting sustainable energy practices in alignment with global climate expectations and long-term business resilience requirements.

Commitment to Responsible and Forward-Looking Operations

Your Company remains committed to continual improvement across environmental stewardship, climate responsibility, resource efficiency, process safety, ethical business conduct, and responsible chemical management. Through sustained improvements, meaningful stakeholder engagement, and responsible operational practices, your Company continues to reinforce its position as a trusted, responsible, and forward-looking organisation dedicated to delivering safer, environmentally conscious, and quality products while creating lasting value for all stakeholders.

PERFORMANCE OF SUBSIDIARY MEGHMANI CROP NUTRITION LIMITED (MCNL)

During the year under review, MCNL achieved revenue from operations of 3,618.25 Lakhs against previous year of 4,049.69 Lakhs and EBITDA loss of 322.75 Lakhs against 1,752.37 Lakhs.

Nano urea is revolutionary Liquid Fertilizer and is effective in enhancing the nutritional quality, crops productivity and additionally, it is environmentally safe. Your Companys foray into Nano Urea aligns with the Prime Ministers vision of Atmanirbhar Bharat and increasing farmers income. Additionally, your Company is actively developing new international markets along with ongoing field trials across seven countries where the registration is already received. Parallelly, your Company is also expanding its product portfolio and has recently added new nano fertilizer products - Nano DAP, Nano NPK, and Nano Zinc. With these additions to your Companys portfolio, it will further strengthen your Companys market position and will reinforce your Companys commitment of delivering efficient and sustainable crop nutrition solutions to farmers.

KILBURN CHEMICALS LIMITED (KCL)

During the year under review, KCL achieved revenue from operations of 7,078.64 Lakhs against previous year of 3,396.31 and incurred EBITDA loss of 5,100.40 Lakhs against previous year loss of 5,696.90 Lakhs. Profitability remained under pressure due to elevated raw material costs and weaker price realisation. Price realisation was further impacted following the withdrawal of antidumping duty (ADD). This has adversely affected operating margins and, in certain cases, rendered production commercially unviable for domestic manufacturers. Following these factors your Companys operations have been temporarily suspended since November 2025. Operations of your Company is expected to be resumed upon the re-imposition of ADD on Titanium Dioxide imports, which would help restore a level playing field for domestic manufacturers. Additionally, the availability of sulphuric acid at competitive and stable prices is critical to ensuring cost efficiency in the production process. The combined impact of these factors is essential to make operations commercially viable and sustainable in the prevailing market conditions.

Overseas subsidiaries

a. Meghmani Organics USA INC. (USA)

The company is primarily engaged in Marketing and distribution of chemical and agrochemical product lines.

b. Meghmani Organics Biodefensivos E Agricolas Do Brazil Ltda.

The subsidiary will focus on commercialization, import, export, storage, and distribution of chemical products and agricultural pesticides.

Associate Company:

The Company has one Associate, namely Pro-Zeal Green Power Fifteen Private Limited, which has been incorporated with the objective of establishing a 3.30 MW wind-solar hybrid power project in Gujarat.

DIVIDEND

The Board of Directors has not recommended any dividend on the Equity Shares for the financial year 2025-26, in order to conserve profits for reinvestment in the business and to strengthen the financial position of the Company.

(A) Dividend Distribution Policy

Your Company has formulated and adopted a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board while determining the distribution of dividend to shareholders or retention of profits, in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the Companys website at https://meghmani.com/wp-content/uploads/2022/08/ Dividend-Distribution-Policy-MOL01.pdf.

(B) Transfer to Investor Education and Protection Fund (IEPF) Authority

During the year under review, unclaimed dividend amounting to 5.31 lakhs pertaining to FY 2017-18 was transferred to the Investor Education and Protection Fund Authority (IEPF) established by the Central Government on September 22, 2025. Further, 36,400 Equity Shares of the Company, in respect of which dividend had remained unclaimed for seven consecutive years, were also transferred to the IEPF on October 6, 2025, in accordance with the applicable provisions.

AMOUNT TO BE TRANSFERRED TO 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

SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of the Company stood at 3,700 lakhs, comprising 37,00,00,000 Equity Shares of 1 each. The Paid-up Equity Share Capital stood at 2,543.14 lakhs, comprising 25,43,14,211 Equity Shares of 1 each.

During the year under review, the Company has not issued any shares with differential voting rights as to dividend, voting or otherwise. The Company has also not issued any sweat equity shares or equity shares under any employee benefit scheme. Further, the Company has not issued any convertible securities during the year. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 relating to voting rights not exercised directly by employees, as the provisions of the said section are not applicable to the Company.

FINANCIAL LIQUIDITY

Cash and cash equivalents as at March 31, 2026 stood at 1,282.22 lakhs, as compared to 1,866.46 lakhs in the previous year. The Companys working capital management is supported by a well-organized process involving continuous monitoring and control over receivables, inventories and other key parameters.

CREDIT RATING

CRISIL has assigned a Long-Term Rating of CRISIL A/Negative (outlook revised from Stable; rating reaffirmed) and a ShortTerm Rating of CRISIL A1 (reaffirmed) to the Companys total bank loan facilities aggregating to f 1,094 Crore, vide its letter bearing reference no. RL/MEGORGN/368402/ BLR/0426/146060 dated April 28, 2026.

ANNUAL RETURN

Annual Return for FY2024-25 filed during the year is available on the Companys website at www.meghmani.com as required by section 92 of the Act.

BOARD MEETINGS

During the year under review, four meetings of the Board of Directors were held on May 10, 2025, July 30, 2025, November 8, 2025 and January 31, 2026. The composition of the Board and details of attendance of the Directors at these meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

In compliance with the applicable listing requirements, the Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details relating to the composition, terms of reference and attendance of the members of the above Committees are provided in the Report on Corporate Governance, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT)

All Related Party Transactions entered into during the financial year 2025-26 were on an arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. Necessary approvals of the Audit Committee were obtained for transactions that are repetitive in nature and foreseen, in accordance with the applicable provisions. A statement containing details of all Related Party Transactions undertaken pursuant to such omnibus approvals is placed before the Audit Committee on a quarterly basis for its review.During the year, no material Related Party Transactions were entered into by the Company with related parties requiring disclosure in Form AOC-2.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided in Annexure - A, which forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2026, the Company has the following four subsidiaries;

Name of the Subsidiary	Status
1. Meghmani Organics USA INC. (USA)	Distribution Business
2. Meghmani Crop Nutrition Limited	Engaged in manufacturing of Nano Urea and other nutritional products
3. Kilburn Chemicals Limited	Engaged in manufacturing of white pigments
4. Meghmani Organics Biodefensivos E Agricolas Do Brazil Ltda.	Distribution Business

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries, which form part of this Annual Report.

Further, pursuant to the provisions of said section and the Rules made thereunder, a statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 is appended to this Report as Annexure - B. The Policy on Material Subsidiaries, as approved by the Board, is available on the website of the Company under the Investor section.

DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises of ten directors with combination of five independent, three executive and two non-executive directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Ankit Patel and Mr. Kaushal Soparkar, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The requisite details of the Directors seeking re-appointment, as required under Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 on General Meetings, are provided in the Notice convening the Annual General Meeting.

(B) KEY MANAGERIAL PERSONNEL

Subsequent to the close of the financial year, Mr. Jayesh Patel ceased to be the Company Secretary and Compliance Officer of the Company with effect from the close of business hours on 23^rd May, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Naresh Prajapati as the Company Secretary and Compliance Officer of the Company with effect from 29^th July, 2026.

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

1. Mr. Ankit Patel - Chairman & Managing Director

2. Mr. Gurjant Singh Chahal - Chief Financial Officer (CFO)

3. Mr. Jayesh Patel - Company Secretary (upto May 23, 2026)

4. Mr. Naresh Prajapati- Company Secretary (w.e.f. July 29, 2026)

(C) INDEPENDENT DIRECTOR

During the year under review, the shareholders of the Company, by way of a special resolution passed through postal ballot on April 17, 2026, approved the re-appointment of Mr. Manubhai Patel, Prof. (Dr.) Ganapati Yadav and Ms. Urvashi Shah as Independent Directors for a second term of three consecutive years commencing from May 5, 2026. As on March 31, 2026, the Board of the Company comprises the following Five Independent Directors:

1) Mr. Manubhai Patel

2) Prof. (Dr.) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha

5) Mr. Nikunt Raval

INDEPENDENT DIRECTORS DECLARTION OF INDEPENDENCE

The Independent Directors of the Company are appointed by the Board and hold office for a fixed term of up to five consecutive years and are not liable to retire by rotation. Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, all Independent Directors have submitted their declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company are persons of integrity and possess the relevant expertise and experience (including proficiency) required to fulfil their duties as Independent Directors of the Company.

(D) EXECUTIVE DIRECTORS

During the year under review, there was no change in the Executive and non-Executive non-independent director of the Company. As on March 31, 2026, the Company has the following executive directors;

Name	Designation	Tenure
Mr. Ankit Patel	Chairman & Managing Director	5 years from August 14, 2023
Mr. Karana Patel	Executive Director	5 years from August 14, 2023
Mr. Darshan Patel	Executive Director	5 years from August 14, 2023

The remuneration payable to the Executive Directors comprises fixed salary and performance-linked remuneration, which is determined by the Board of Directors based on the overall performance of the Company. Details of the remuneration paid to the Executive Directors are disclosed in the Corporate Governance Report forming part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Rules made thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has unspent CSR amount of 237 Lakhs which was transferred to Unspent CSR account FY2026 on April 29, 2026 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized on defined ongoing CSR projects and in terms of CSR policies of the Company. A detailed Annual Report on CSR activities for the Financial Year ended March 31, 2026 prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - C to this report.

BOARD EVALUATION

The Company has in place a Policy for evaluation of the performance of the Board, its Committees and individual Directors in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the annual performance evaluation of the Board, its Committees and individual Directors has been carried out.

A brief on the performance evaluation of the Board, its committees and individual Directors is provided in the Corporate Governance Report, which forms part of this Report.

REMUNERATION POLICY

The Company has in place a Policy for selection and appointment of Directors and Senior Management Personnel and for determining their remuneration, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A brief on the Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy to deal with instances of unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The mechanism encourages employees and other stakeholders to report genuine concerns or grievances and provides for strict confidentiality, adequate safeguards against victimization of whistleblowers availing such mechanism, and direct access to the Chairman of the Audit and Risk Management Committee in appropriate cases.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at: https://meghmani.com/wp-content/ uploads/2022/01/Whisle-Blower-Policy-MQL02.pdf.pdf

RISK MANAGEMENT

The Company has constituted a Risk Management Committee, the details of which are set out in the Corporate Governance Report. The Company has also framed a Risk Management Policy to ensure that risks associated with its business operations are appropriately identified, assessed and mitigated. Details of key risks faced by the Company are provided in the Management Discussion and Analysis Report.

The Risk Management function operates independently of the Companys operational divisions. The Risk Management Committee is responsible for identifying, evaluating and monitoring risks, and for minimising their potential impact. The Committee also reviews the adequacy of the Companys risk management framework and ensures compliance with applicable regulatory requirements.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance. In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance forms part of this Annual Report as Annexure D.

A certificate from Shahs & Associates, Practicing Company Secretaries, Ahmedabad, confirming compliance with the conditions of Corporate Governance, is also annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion & Analysis, as required in terms of Regulation 34(2)(e) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared the Business Responsibility and Sustainability Report in alignment with the business principles set out in the Business Responsibility Policy adopted by the Company. The said Report is available at https://meghmani. com/wp-content/uploads/2026/08/BRSR-2025-26.pdf.

INSURANCE

The Companys property, plant and equipment and inventories are adequately insured under an Industrial All Risk Policy. In addition, the Company has obtained insurance coverage for Product Liability, Public Liability, Marine risks and Commercial General Liability (CGL), along with a Directors and Officers Liability Policy (D&O Policy) to safeguard its Directors and Officers against potential liabilities.

AGROCHEMICAL REGISTRATION

The Company has 893 registration of export (including Copartner Registrations worldwide) and Central Insecticides Board (CIB), Faridabad.

RESEARCH & DEVELOPMENT

The Companys Research and Development (R&D) Centre, located at Village Chharodi, Taluka Sanand, District Ahmedabad, is a state-of-the-art facility spread over approximately 5,000 sq. ft., equipped with advanced analytical instruments and supported by a team of around 35 qualified researchers and scientists. The R&D Centre is engaged in the development of off-patent molecules, improvement of process parameters, optimization of cycle time, and scaling up of new technologies from laboratory to commercial production levels.

The Centre is accredited with the OECD-GLP certification granted by the National GLP Compliance Monitoring Authority (NGCMA), Department of Science and Technology, Government of India, since October 2017. The current GLP Certification No. GLP/C-217/2023 is valid from October 18, 2023 to October 17, 2026. Good Laboratory Practice (GLP) is a quality system that ensures uniformity, consistency, reliability, reproducibility, quality and integrity of test data. The R&D Centre has contributed to the development of new products and processes for agrochemical active ingredients and intermediates. It has also enabled the generation, isolation and characterization of process-related impurities using in-house GLP-compliant facilities, including analytical techniques such as IR, Mass and UV spectroscopy, and standardization for further GLP studies.

Further, the R&D efforts have supported increased registrations with regulatory authorities such as CIB and in overseas markets, thereby providing long-term benefits to the Company.

The Company has been granted five process patents by the Indian Patent Authority.

ENVIRONMENT

As a responsible corporate citizen and a chemicals manufacturer, environmental safety remains a key priority for the Company. The Company continuously endeavors to ensure compliance with all stipulated pollution control norms.

INDUSTRIAL RELATIONS

The Company maintained cordial and harmonious industrial relations with its workmen and staff during the year, and the management received full cooperation from employees.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure E to this Report.

A statement containing the names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the aforesaid Rules forms part of this Report as a separate annexure. However, the Annual Report is being circulated to the Members excluding the said annexure. In terms of Section 136 of the Act, the annexure is available for inspection at the Registered Office of the Company during business hours, and any Member interested in obtaining a copy of the same may write to the Company Secretary.

During the year under review, pursuant to the provisions of Section 197(14) of the Companies Act, 2013, Mr. Karana Patel and Mr. Darshan Patel, Executive Directors of the Company, received remuneration from the subsidiaries of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

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

f) 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.

AUDITORS:-

(A) INTERNAL AUDITOR:-

M/s. C N K Khandwala & Associates, Chartered Accountants, have been re-appointed as Internal Auditors for FY 2026-27.

The Internal Auditors report functionally to the Audit Committee, which ensures independence and objectivity. The scope of Internal Audit is defined by the Audit Committee, and significant observations along with corrective actions are placed before it on a periodic basis.

(B) STATUTORY AUDITORS: -

During the year under review, the Board of Directors, at its meeting held on May 10, 2025, appointed M/s. Mukesh M. Shah & Co., Chartered Accountants (Firm Registration No. 106625W), Ahmedabad, as the Statutory Auditors of the Company for a term of five consecutive years, subject to the approval of the shareholders. The shareholders approved the said appointment at the 6^th Annual General Meeting held on June 28, 2025, consequent to the completion of the tenure of M/s. SRBC & Co LLP, Chartered Accountants (Firm Registration No. 324982E/E300003), Ahmedabad. Accordingly, M/s. Mukesh M. Shah & Co., Chartered Accountants, hold office as the Statutory Auditors of the Company from the conclusion of the 6^th Annual General Meeting until the conclusion of the 11^th Annual General Meeting of the Company.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The Statutory Auditors comment on your Companys account for the year ended March 31, 2026 are selfexplanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

(C) SECRETARIAL AUDITOR: -

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has appointed M/s. Shahs & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company, for the Financial Year 2025-26. The appointment of M/s. Shahs & Associates as Secretarial Auditors for a term of five consecutive years commencing from FY 2025-26 was approved by the shareholders at the 6^th Annual General Meeting of the Company held on June 28, 2025, in line with the requirements of Regulation 24A of the SEBI (LODR) Regulations, 2015 (as amended), which, inter alia, mandates appointment/re-appointment of Secretarial Auditors for a fixed tenure with the approval of shareholders.

The Secretarial Audit Report is annexed to this Report as Annexure - F. The Report does not contain any qualification, reservation or adverse remark and is selfexplanatory, and therefore does not call for any further comments.

Secretarial Audit of Material Unlisted Indian Subsidiary

Kilburn Chemicals Limited (KCL), a material subsidiary of the Company carried out Secretarial Audit for the Financial Year 2025-26 pursuant to Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, 2015. The Secretarial Audit Report of KCL submitted by M/s. Shahs & Associates, Practicing Company Secretary, is attached as Annexure F1 to this Report, and it does not contain any qualification, reservation or adverse remark or disclaimer.

(D) COST-AUDITOR: -

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to maintain cost records in respect of its agrochemical products, which are subject to audit by a qualified Cost Accountant.

Accordingly, M/s. Kiran J. Mehta & Co., Cost Accountants (Firm Registration No. 00025), were appointed as Cost Auditors by the Board of Directors, on the recommendation of the Audit Committee, for conducting the audit of cost records of the Company for the Financial Year ended March 31, 2026. The remuneration payable to the Cost Auditors for the said year was ratified by the members at the 6^th Annual General Meeting held on June 28, 2025.

The Cost Audit Report for the Financial Year 2024-25 has been filed with the Central Government within the prescribed time in accordance with Section 148(6) of the Companies Act, 2013 read with Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014.

Further, based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2026-27.

A resolution seeking ratification of the remuneration payable to the Cost Auditors for the Financial Year 2026-27 forms part of the Notice convening the ensuing Annual General Meeting.

OTHER DISCSLOSURE AND INFORMATION: - (A) Annual Listing Fee

The equity shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. The Company has paid the annual listing fees to both the stock exchanges for the Financial Year 2026-27.

(B) Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the website of the Company at https://meghmani.com/wp- content/uploads/2021/10/Material-Subsidiary-Policy- MOL01.pdf

(C) Prevention of Sexual Harassment at workplace

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules made thereunder, the Company has constituted Internal Complaints Committees (ICC) to address and redress complaints relating to sexual harassment at the workplace.

No complaints were pending at the beginning of the year.

Further, the Company did not receive any complaints of sexual harassment during the year and, accordingly, there were no complaints pending as at the end of the financial year.

(D) Material Changes and Commitments affecting the Financial Position of the Company

Save and except as disclosed above, no other material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

(E) Significant or Material Orders passed by the Authority

During the year under review, no significant or material orders were passed by any regulatory authorities, courts or tribunals impacting the going concern status of the Company and its future operations.

(F) Secretarial Standards Compliance

During the year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

(G) Maternity Benefit Act, 1961

The Company is in compliance of the applicable provisions of the Maternity Benefit Act, 1961

(H) Change in the Nature of Business

There was no change in the nature of business of the Company during the financial year

(I) Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and the rules made there under.

(J) Declaration/Affirmations:

During the year under review

a. there are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

b. the Company has not made any one-time settlement with any Bank or Financial Institution as such disclosure or reporting requirements in respect of the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions is not required.

ACKNOWLEDGMENT

The Board of Directors places on record its sincere appreciation for the assistance, cooperation and continued support received from various Central and State Government Departments, authorities, organizations and agencies.

The Directors also gratefully acknowledge the continued trust and support extended by all stakeholders of the Company, including customers, shareholders, dealers, vendors, bankers and other business associates, during the year under review.

The Board further places on record its deep appreciation for the dedication, commitment and valuable contributions made by the employees at all levels towards the growth and success of the Company.