Organic Coatings Ltd Directors Report

Boards Report

Dear members,

1. Financial results

Page 46

2. Companys performance and state of affairs of the company Please refer Para 4 on Management Discussion and Analysis (MDA).

3. Indian Accounting Standards The financial statements for the financial year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standard (Ind AS) notified under Section 133 of the Companies Act (the Act) read with the Companies (Indian Accounting Standard) Rules, 2015, as amended.

4. Dividend and transfer to reserves:- In view of the loss, the Board of Directors is unable to recommend any dividend for the financial year 2025-26 and no amount is transferred to Reserves for the financial year 2025-26.

5. Transfer of Unclaimed dividend to investor education and Protection fund:- The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid by the Company in any year in past. Hence, the requirement of transferring Unclaimed Dividend account to Investor Education and Protection Fund does not arise.

6. Amounts Transferred to Reserves:- During the year under review, the Company has incurred losses and, accordingly, no amount has been transferred to Reserves & Surplus. As a result, the balance of Reserves & Surplus Account as on 31/03/2026 stood at Rs. (In lakhs) (995.18) /-

7. Change in the Nature of Business:- During the year under review, there has been no change in the nature of business of your Company.

8. Material changes affecting the company:- There have been no material changes and commitments affecting the financial position of the company between end of the financial year and date of this report. There has been no change in the nature of business of the company.

9. Management Discussion and Analysis Statement and Corporate Governance Report:-

The Management Discussion and Analysis Report, forming part of this Annual Report, is annexed hereto as Annexure-I.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance, including Regulations 17 to 27, Regulation 46(2)(b) to (i) and Para C, D and E of Schedule V of the said Regulations, are not applicable to the Company, as its paid-up equity share capital does not exceed Rs. 10 Crore and its net worth does not exceed Rs. 25 Crore as on the last day of the previous financial year.

Accordingly, a separate Corporate Governance Report does not form part of this Annual Report.

10. Secretarial Standards:-

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to the Meetings of the Board of Directors and General Meetings, respectively have been duly complied by the Company.

11. Directors Responsibility Statement:-

Pursuant to Section 134(3) read with Section 134(5) of the Companies Act, 2013, and based on the information and explanations made available to them, the Directors state that:

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 loss 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 act 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 are operating; and

f) the Directors have revised proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

12. Contracts and arrangements with related parties:-

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. The disclosure in Form AOC-2 is provided in Annexure II.

In pursuance of the applicable law, Related Party Transactions are placed before the Audit Committee as also the Board for review and approval. A statement giving details of Related Party Transactions were placed before the Audit Committee and the Board of Directors for their review, approval and noting on a quarterly basis.

The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be access on the Companys website at: www.organiccoatingstld.com

Members may refer to Note No. 31 to the financial statement which sets out related party disclosures pursuant to Ind AS.

13. Corporate Social Responsibility (CSR):-

During the year under review, in view of its loss and other prescribed criteria, the provisions of Section 135 relating to Corporate Social Responsibility (CSR) were not applicable to the Company.

14. Risk Management:-

The Risk Management Policy has been framed, implemented and monitored. Major risk identified by the businesses and functions are systematically monitored through mitigating actions on continuing basis.

The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis which forms part of this report.

15. Internal Financial Controls:- The Company has in place adequate internal financial controls with reference to the financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

16. Directors and Key Managerial Personnel:-

Completion of term of Independent Director of the Company:

Mr. Ashwinkumar H. Raval (DIN:09197076), an Independent Director (Non-Executive) of the Company ceased to be Independent (Non-Executive) Director on the Board of the Company w.e.f the closure of business hours on June 27, 2026 due to completion of his term as an Independent Director on the Board of the Company.

Consequently, he also ceased to be a Chairperson/ Member of the other Committees of the Board of Directors of the Company w.e.f. the closure of business hours on June 27, 2026

The Board placed on record its appreciation for the valuable contribution and expert advice given by Mr. Ashwinkumar H. Raval during his tenure as an Independent Director and as a member of the various Committees of the Board.

Resignation of Independent Director:

Mr. Dipakkumar Kantilal Kanabar, an Independent Director (Non-Executive) of the Company (DIN: 08338074), vide his letter dated 13th April, 2026 expressed his inability to continue as Director of the Company due to his full-time engagement with other listed Company and accordingly, tendered his resignation as an Independent Director (Non-Executive) of the Company, effective from 27th April, 2026.

The Board placed on record its appreciation for the valuable contribution and quality expert advices given by Mr. Dipakkumar Kantilal Kanabar during his tenure as Director and as a member of the various Committees of the Board.

Appointment and Re-appointment/s:

At the 61st Annual General Meeting (AGM), following appointment/re-appointment is being proposed:

a. On the recommendation of Nomination and Remuneration Committee of the Directors, the Board of Directors has appointed Mr. Ganesh Ramanathan (DIN: 00016260) as an Independent Director of the Company for a period of up to 5 years commencing from July 14, 2026 subject to approval of the Shareholders and other necessary approvals. The necessary Special Resolution as required is proposed for the approval of the members.

b. On the recommendation of Nomination and Remuneration Committee of the Directors, the Board of Directors has appointed Mr. Subhash Ambubhai Patel (DIN: 00535221) as an Independent Director of the Company for a period of up to 5 years commencing from July 14, 2026 subject to approval of the Shareholders and other necessary approvals. The necessary Special Resolution as required is proposed for the approval of the members.

c. Mr. Ajay Rajnikant Shah (DIN: 00011763) as a Whole-time Director, shall retire by rotation and being eligible, offers himself, for re-appointment.

d. On the recommendation of Nomination and Remuneration Committee of the Directors, the Board of Directors has appointed Mr. Nikhil Sadarangani (DIN: 11284679), as Whole-time Director of the Company for a period of up to 5 years commencing from October 13, 2025 subject to approval of the Shareholders and other necessary approvals. The necessary Special Resolution as required is proposed for the approval of the members.

e. On the recommendation of Nomination and Remuneration Committee of the Directors, the Board of Directors has appointed Mr. Parth Meenesh Patel (DIN: 06714101), as Whole-time Director of the Company for a period of up to 5 years commencing from October 13, 2025 subject to approval of the Shareholders and other necessary approvals. The necessary Special Resolution as required is proposed for the approval of the members.

KEY MANAGERIAL PERSONNEL ("KMP):-

Appointment and Cessation of KMP:

As on March 31, 2026, Mr. Abhay Rajnikant Shah, Managing Director, Mr. Ajay Rajnikant Shah, Whole Time Director, Mr. Nikhil Sadarangani, Whole Time Director, Mr. Parth Meenesh Patel, Whole Time Director and Mr. Sundaramurthy Kuppamuthu, Whole time Director are the KMP of the Company.

Mr. Sudhir R. Shah, Company Secretary & Compliance Officer of the Company, unfortunately passed away on

2025-26

February 5, 2026, and consequently ceased to hold the office of Company Secretary and Compliance Officer with effect from that date. The Board of Directors places on record its appreciation for his valuable contributions, dedicated services, and professional guidance rendered during his tenure with the Company and conveys its heartfelt condolences to the bereaved family.

Subsequent to the close of the financial year, Ms. Nivedita Kulkarni (Membership No. A55389) was appointed as the Company Secretary and Compliance Officer of the Company with effect from April 29, 2026. Thereafter, she resigned from the said position due to personal reasons and ceased to be the Company Secretary and Compliance Officer with effect from May 29, 2026.

Further, subsequent to the close of the financial year, On the recommendation of Nomination and Remuneration Committee of the Directors, the Board of Directors Ms. Kaksha Atulkumar Thakkar (Membership No. A80074) was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 14, 2026.

Subsequent to the close of the financial year, Mr. Ajay Rajnikant Shah (DIN: 00011763), Whole time Director and Chief Financial Officer (CFO) of the Company, tendered his resignation from the position of CFO citing personal commitments. The Board took note that he ceased to hold office as CFO with effect from 17th August, 2026.

As per the provisions of the Companies Act, 2013, Independent Directors have been appointed for a period of 5 years and shall not be liable to retire by rotation. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the act and the listing regulations.

The following are the remuneration policies for the Directors, Key Managerial Personnel and other employees:

a. introduction -Organic Coatings Limited recognizes the importance of aligning the business objectives with specific and measurable individual objectives and targets. The company has therefore formulated the remuneration policy for its directors, key personnel and other employees keeping in view the following objectives.

i. ensuring that the level and compensation of remuneration is reasonable and sufficient to attract, retain and motivate to run the company successfully.

ii. ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

b. Policy -

I. The Board on the recommendation of Nomination & Remuneration Committee (NRC) shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

ii. The Board on the recommendation of NRC shall also review and approve the remuneration payable to the Key Managerial Personnel.

iii. The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following:

a) Basic pay

b) Allowances

c) Retiral benefits

iv. Remuneration to Non-Executive Directors

The Board on the recommendation of NRC shall review and approve the remuneration payable to the Non-Executive Directors of the Company.

The Non- Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof.

v. Remuneration to other employees

Employees are assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skills sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

17. Meetings of the Board:-

During the year under review total five meetings of the Board of Directors were held 2025-26 on 30/05/2025, 11/08/2025, 13/10/2025, 14/11/2025 and 14/02/2026.

18. Performance Evaluation:-

The Company has devised a policy for performance evaluation of the Board, Committees and other individual directors (including Independent Directors) which include criteria for performance evaluation of the Non-Executive and Executive Directors. The evaluation process inter-alia considers attendance of the Directors at Board and Committee Meetings, acquaintance with business, communicating inters board members, effective participation, domain knowledge, compliance with code of conduct, reason and strategy.

The detailed programs for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company are being shared and discussed.

19. Policy on directors appointment and remuneration and other details:-

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members keeping in mind the relevant provisions of the Companies Act, 2013 read with specific rules.

20. Internal financial control systems and adequacy:-

The details in respect of internal financial control systems and their adequacy are included in the management discussion and analysis which forms part of this report.

17. Audit Committee

The audit committee consists of the following members of the Board of Directors: a) Mrs. Chitkala U. Kulkarni (Independent Director)- Chairperson b) Mr. Dipakkumar K. Kanabar (Independent Director) c) Mr. Ashwinkumar H. Raval (Independent Director) d) Mr. Ajay R. Shah (Whole time Director & CFO)

During the financial year 2025-26, four audit committee meetings were held on 23/05/2024, 10/08/2024, 06/11/2024 and 14/02/2025.

18. Nomination & Remuneration Committee

The Nomination & Remuneration Committee consists of all the Independent Directors consisting of the following members of the board of directors: a) Mr. Dipakkumar K. Kanabar (Independent Director- Chairman) b) Mrs. Chitkala Y. Kulkarni (Independent Director) c) Mr. Ashwinkumar H. Raval (Independent Director)

During the financial year 2025-26, three Nomination & Remuneration Committee meetings were held on 23/05/2024, 10/08/2024 and 06/11/2024.

19. Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of the following Directors: a) Mr. Ashwinkumar H. Raval (Independent Director- Chairman) b) Mr. Dipakkumar K. Kanabar (Independent Director) c) Mrs. Chitkala U. Kulkarni (Independent Director) d) Mr. Abhay R. Shah (Managing Director)

During the financial year 2025-26, one Stakeholders Relationship Committee meeting was held on 14/02/2025.

20. Independent Directors Meeting

One meeting of the Independent Directors was held on 14/02/2025.

21. Audit Committee:-

The audit committee consists of the following members of the Board of Directors:

a) Mrs. Chitkala Umakant Kulkarni (Non-Executive, Independent Director- Chairperson).

b) Mr. Ganesh Ramanathan (Non-Executive, Independent Director- Member)- w.e.f.14.07.2026.

c) Mr. Subhash Ambubhai Patel (Non-Executive, Independent Director- Member)- w.e.f.14.07.202.

d) Mr. Ajay Rajnikant Shah (Whole time Director- Member).

During the financial year 2025-26, Four audit committee meetings were held on 30/05/2025, 11/08/2025, 14/11/2025 and 14/02/2026. 14/02/2026.

22. Nomination & Remuneration Committee:-

The Nomination & Remuneration Committee consists of three the Independent Directors consisting of the following members of the board of directors:

a) Mrs. Chitkala Umakant Kulkarni (Non-Executive, Independent Director- Chairman)

b) Mr. Ganesh Ramanathan (Non-Executive, Independent Director- Member)- w.e.f.14.07.2026.

c) Mr. Subhash Ambubhai Patel (Non-Executive, Independent Director- Member)- w.e.f.14.07.2026.

During the financial year 2025-26, Three Nomination & Remuneration Committee meetings were held on 11/08/2025, 13/10/2025 and 14/11/2025.

23. Stakeholders Relationship Committee:-

The Stakeholders Relationship Committee consists of the following Directors:

a) Mr. Ganesh Ramanathan (Non-Executive, Independent Director- Chairman)- w.e.f.14.08.206

b) Mr. Subhash Ambubhai Patel (Non-Executive, Independent Director- Member)- w.e.f.14.08.206

c) Mrs. Chitkala Umakant Kulkarni (Independent Director- Member)

d) Mr. Abhay Rajnikant Shah (Managing Director- Member)

During the financial year 2025-26, One Stakeholders Relationship Committee meeting was held on 14/11/2025.

24. Independent Directors Meeting:-

One meeting of the Independent Directors was held on 14/11/2025.

25. Auditors and auditors report:-

Statutory Auditors

M/s. Soman Uday & Co, Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 30th September, 2022 for a term of five consecutive years to hold the office from the conclusion of the said Annual General Meeting till the conclusion of its 62nd Annual General Meeting i.e. till the conclusion of Annual General Meeting to be held during the year 2027 for conducting statutory audit for the financial years 2022-23 to 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditor

The Board has appointed D. Kothari & Associates, Practicing Company Secretaries to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith and marked as Annexure III to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Subsequent to the close of the financial year, the Board of Directors, on the recommendation of the Audit Committee, has appointed Ms. Kamal A. Lalani, Practicing Company Secretary, Vadodara as the Secretarial Auditor of the Company for the Financial Year 2026 27. The Secretarial Auditor shall conduct the Secretarial Audit of the Company in accordance with the scope approved by the Audit Committee and submit their reports to the Board of the Company.

Internal Auditor

The Board has appointed M/S. Dharmesh A. Shah and Associates, Chartered Accountant, Mumbai, to conduct the Internal Audit. The Internal Audit Report for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

Subsequent to the close of the financial year, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. A B S M & Associates, Chartered Accountants, Jaipur as the Internal Auditor of the Company for the Financial Year 2026 27, to conduct the internal audit of the Company. The Internal Auditor shall carry out the audit in accordance with the scope approved by the Audit Committee and report their findings to the Committee from time to time.

Cost Records and Cost Audit

The provisions relating to maintenance of cost records and cost audit as prescribed under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, are not applicable to the Company, as the business activities carried out by the Company do not fall within the specified classes of companies/activities prescribed under the said Rules. Accordingly, the Company is not required to maintain cost records or appoint a Cost Auditor for the financial year under review.

26. Director perception of future of the company:-

27. Vigil mechanism:-

28. Particulars of loans given, investments made, Guarantees given and securities provided:-

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

30. Annual return:-

31. Particulars of employees and related disclosures:-

b) Paid-up Share Capital

c) Buy Back of Securities

d) Bonus Shares

34. DEBENTURES:-

35. DECLARATION BY INDEPENDENT DIRECTORS:-

36. Subsidiaries, Joint Ventures and Associate Companies:-

37. Sexual Harassment:-

38. Maternity Benefit Act Compliance - adherence to the Maternity Benefit Act, 1961:-

39. DEPOSITS:-

40. DETAILS OF LOANS AVAILED FROM DIRECTORS AND THEIR DIRECTORS:-

41. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

43. REVISION IN FINANCIAL STATEMENT OR BOARDS REPORT:-

44. Acknowledgement:-