Mysore Petro Chemicals Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the Fifty-Sixth Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2026.

1. Financial Results

The summary of Companys financial performance is given below:

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025
Total Revenue	6,460.28	4,642.59
Profit before interest, depreciation and taxes	497.99	735.92
Depreciation	35.08	36.89
Finance Cost	8.05	6.87
Profit before exceptional item and tax	454.86	692.16
Provision for taxation	15.27	126.04
Net Profit/ (Loss)	439.59	(766.47)
Earnings per share (Rs.)	6.68	(11.64)

2. Operational review

The Company is engaged in the trading of petrochemical products. During the financial year 2025-26, total revenue amounted to Rs. 6,460.28 lakhs as compared to Rs. 4,642.59 lakhs in 2024-25. The net profit after tax for FY 2025-26 is Rs. 439.59 lakhs as against loss of Rs. 766.47 lakhs for the corresponding previous year.

3. Dividend

Your Directors are pleased to recommend a dividend @ 20% i.e. Rs. 2 per equity share of Rs. 10 each. The total outgo on account of dividend for the current year amounts to 131.67 lakhs (previous year Rs. 131.67 lakhs).

4. Material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this report

There were no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to which these financial statements relate and the date of this report.

5. Particulars of Loans, Guarantees, and Investments

Details of Loans, Guarantees, and Investments covered under the provisions of the Section 186 of the Companies Act, 2013 ("the Act") are given in the notes to the Financial Statements.

6. Subsidiaries/ Associates or Joint Venture

Q C Polymer Ltd. (erstwhile subsidiary) entered administration on 29th October 2024 and subsequently into Creditors Voluntary Liquidation during the year under review. The liquidation proceedings remain ongoing under the supervision of the Liquidator. As per the Liquidators report, investigations relating to asset recoveries, insurance claims and matters concerning the Companys former premises are continuing. The outcome of the liquidation proceedings, including the extent of creditor recoveries, remains subject to the completion of these ongoing investigations and recovery actions.

7. Management Discussion and Analysis

The present business of the Company involves the trading activities viz. Orthoxylene, Phthalic Anhydride, Maleic Anhydride, Benzoic Acid and other petrochemical products.

In view of the ongoing activities, the information related to segment wise performance, opportunities and threats, industry structure and developments, etc. are not applicable. There were no material development in human resources. The report on review of financial performance has already been stated and disclosed.

The details of significant changes in the key financial ratios along with relevant explanations are given below, to the extent they are applicable:

Key financial ratio	2025-26	2024-25	% change	Reason
Current Ratio	1.62	3.98	(59.25)	Increase in Current Liabilities in current year is mainly due to Increase in Trade Payables in the current year as compared to the previous year
Debt Service Coverage Ratio	502.08	38.95	1,189.03	Increase in Earnings for Debt Service in the current year as compared to the previous year
Net Profit Margin	8.42%	(22.89)	(136.78)	Increase in Net Profits after taxes in the current year as compared to the previous year
Return on Capital employed	4.66%	7.18%	(35.07)	Increase in Capital Employed in the current year as compared to the previous year
Return on equity ratio	4.51%	(7.61%)	(159.22)	Increase in Net Profits after taxes in the current year as compared to the previous year
Trade payable turnover ratio	3.42	12.74	(73.12)	Increase in Purchases in the current year as compared to previous year
Net Capital turnover ratio	2.75	3.98	(30.92)	Increase in Sales and decrease in Average Working Capital in the current year as compared to previous year
Return on	6.06%	(4.85%)	(224.95)	Increase due to Negative ROI in previous
investment				year mainly due to 100% impairment of investment in erstwhile subsidiary and reduction of profit on fair value of investment in the current year as compared to previous year

8. Directors and Key Managerial Personnel

In accordance with the provision of Section 152 of the Act, Shri Nikunj Dhanuka (DIN 00193499) retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The proposal regarding his re-appointment is placed for approval by the shareholders.

Smt. Uma Acharya ceased to be an Independent Director of the Company with effect from 24th May, 2025, upon completion of her second term of five consecutive years. The Directors expressed their sincere appreciation for the extensive contribution made by her towards the Company.

Smt. Labdhi Shah ceased to be the Company Secretary of the Company consequent upon her resignation with effect from 5th January, 2026. The Board places on its record its sincere appreciation for her contribution.

During the year, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed:

Shri Umang Dhanuka (DIN 00201655) as a Non-Executive and Non-Independent Director of the Company w.e.f. 25th May, 2025.

Shri Saurabh Pandit as the Company Secretary of the Company w.e.f. 12th February, 2026.

The Key Managerial Personnel of the Company as on 31st March, 2026 are Shri S N Maheshwari, Executive Director, Shri Nilesh Panchal, Chief Financial Officer and Shri Saurabh Pandit, Company Secretary and Compliance Officer (w.e.f. 12th February, 2026)

a. Number of Meetings of the Board

During the year, four Board Meetings were convened and held, which are disclosed in the Report on Corporate Governance forming part of the Annual Report of the Company.

b. Performance Evaluation

As stipulated by the Code of Independent Directors pursuant to provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Chairman and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

All Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

c. Remuneration Policy

The details of the Remuneration policy forms part of the Corporate Governance Report.

The information related to remuneration as required pursuant to Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the said Rules") are given below:

(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year -

Shri S N Maheshwari, Executive Director - 6.75:1

(ii) The Percentage increase in the remuneration of Executive Director, Chief Financial Officer and Company Secretary for the Financial Year - Executive Director - 7.51%, CFO - 12%, CS - N.A. *

* since appointed during the year

(iii) The percentage increase in the median remuneration of the employee in the financial year - (4.36%)

(iv) Number of permanent employees on the payroll of the Company - 6

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Managerial - 7.51%, Below Managerial level - 4%

It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.

There is no employee in respect of whom the information under the Rule 5(2) of the said Rules is required to be provided.

9. Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanation obtained by us, in terms of Section 134(3)(c) of the Act, we state:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2026, all the applicable accounting standards have been followed and no material departures have been made from the same;

b. that appropriate accounting policies have been selected and applied consistently and have 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 ended 31st March, 2026 and of the profit of the Company for that year;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. Particulars of Contracts and Arrangements with Related Parties

All transactions entered into with related parties as defined under the Act and Regulation 23 of SEBI Listing Regulations during the financial year were in the ordinary course of business and on an arms length basis and necessary approvals were obtained, wherever required.

The necessary disclosures regarding the transactions are given in the notes to accounts.

The Policy on the Related Party Transactions can be accessed at http://www.mysorepetro.com/ wp-content/uploads/2023/03/MPCL-PRT-Policy.pdf

The disclosure in Form AOC - 2 is attached to this Report as Annexure-I.

11. Auditors Statutory Auditors

M/s. RMJ & Associates LLP were appointed as Statutory Auditors of the Company by the members of the Company at the 52nd AGM held on 27th September, 2022, for a period of five years commencing from the conclusion of 52nd AGM till the conclusion of the 57th AGM to be held in the year 2027.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee pursuant to Section 143(12) of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Martinho Ferrao & Associates, Practising Company Secretaries, as Secretarial Auditors of the Company for a period of five consecutive years from FY 2025-26. The Report of the Secretarial Audit is annexed herewith as "Annexure II". The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.

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

The information on conservation of energy and technology absorption is not applicable to the Company. During the year under review, the foreign exchange earnings and outgo was NIL (previous year NIL).

13. Report on Corporate Governance

The Company has complied with the requirements of conditions of Corporate Governance. The disclosures as required under Schedule V to the SEBI Listing Regulations together with a certificate from the Practicing Company Secretaries of the Company regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

14. Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company as at 31st March, 2026 is uploaded on the Companys website www.mysorepetro.com/ corporate-announcement/

15. Transfer of Unclaimed Dividend / Shares to IEPF

In accordance with the provisions of Sections 124, 125 of the Act, read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") the amount of dividend or any other amount remaining unclaimed or unpaid for a period of seven years is required to be transferred to the IEPF Authority. Further, all the shares in respect of which dividend remained unclaimed or unpaid for seven consecutive years or more, shall also be transferred to the IEPF Authority.

In pursuance of the above, Company had during the financial year 2025-26 transferred the shares to IEPF Authority in respect of shares on which dividend has not been paid or claimed for seven consecutive years.

Members whose shares are so transferred can claim their dividend and shares from the IEPF Authority by filing an online application through web-based Form IEPF-5 available at www.mca.gov.in Members are advised to claim any unencashed dividends.

The shareholders may note that the dividend declared in the financial year 2018-19 and remaining unclaimed are due to be transferred to the IEPF on 30th September, 2026. Further, if the shareholders have not claimed dividend for any of the seven consecutive years i.e. between FY 2019-20 to FY 2025-26, the underlying shares shall also be transferred to IEPF. The shareholders are advised to forthwith claim their dividend by writing to the Company/ RTA.

The Company has uploaded the details of unclaimed dividend on the Companys website at www. mysorepetro.com/investor-information/ the same is also available on the website of the Ministry of Corporate Affairs http://www.iepf.gov.in/IEPF/services.html.

The Company Secretary of the Company has been designated as the Nodal Officer who can be contacted for any guidance/assistance to claim the dividend and shares from IEPF Authority.

16. Vigil Mechanism

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also hosted at www.mysorepetro.com/corporate-governance/. There was no fraud or irregularity noticed during the year under review.

17. Prevention of Sexual Harassment

No complaints pertaining to sexual harassment of women employees were received during the year. In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work place.

18. Other disclosures

a. There is no change in the share capital structure during the year under review.

b. During the year, the Company has not accepted or invited any deposits from the Public.

c. The Company do not propose to transfer any amount to the General Reserves.

d. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

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

f. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

g. During the year under review the Company was not required to spend any amount towards the Corporate Social Responsibility.

h. During the year under review, there was no instance of one time settlement with any bank or financial institution.

i. The Company is not required to have Risk Management Policy.

j. The Company is in compliance with the provisions relating to the Maternity Benefit Act

1961.

19 Details of significant and material orders

No material and significant orders were passed by the regulators or court or tribunal impacting the going concern status and your Companys observations in future.

20 Acknowledgement

Your Directors would like to convey their sincere appreciation to all stakeholders for their continued support.

	For and on behalf of the Board
	Dr. Vaijayanti Pandit
Mumbai	Chairperson
20th May, 2026	DIN 06742237