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Styrenix Performance Materials Ltd Directors Report

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Nov 12, 2026|03:59:17 PM

Styrenix Performance Materials Ltd Share Price directors Report

Dear Members,

Your Director have pleasure in presenting the Fifty Third (53 rd ) Annual Report of your Company along with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2026.

The Directo Rs Report has been prepared on a standalone basis and the consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE

Your Companys financial performance during the year ended March 31, 2026 as compared to previous financial year is summarized below:

(Rs. in crores)

Standalone Consolidated
Particulars 2025-26 2024-25 2025-26 2024-25*
Revenue from Operations 2640.27 2744.38 3438.03 2982.42
Other Income 6.43 10.78 16.37 12.18
Total Income 2646.70 2755.16 3454.40 2994.60
Profit before Depreciation, Interest and Tax 369.72 355.80 359.57 362.68
Expense
Profit / (Loss) before Tax 314.31 312.97 223.25 301.99
Tax Credit / (Expense) (80.04) (80.80) (40.40) (68.27)
Profit / (Loss) for the year 234.27 232.17 182.85 233.72
Other Comprehensive Income 0.40 (0.46) 36.10 (1.61)
Total Comprehensive Income for the year 234.67 231.71 218.95 232.11
Retained Earnings
Opening Balance 736.91 608.96 738.90 608.96
Add:
Total comprehensive income for the year 234.67 231.71 181.97 233.69
Less:
Dividends including dividend tax 94.96 103.76 94.96 103.76
Closing Balance 876.62 736.91 825.91 738.90
EPS (Basic fi) 133.22 132.02 103.98 132.91
EPS (Diluted fi) 133.22 132.02 103.98 132.91

Note: *The acquisition of Styrenix Performance Materials (Thailand) Ltd. (Formerly known as INEOS Styrolution Thailand Co. Ltd.) was completed on January 17, 2025. Subsequent to said acquisition financial statement has been consolidated as on March 31, 2025.

In Q3 FY 2025-26, the Group has completed the fair valuation of identified assets and liabilities for the purpose of purchase price allocation of its wholly owned step down subsidiary Styrenix Performance Materials (Thailand) Ltd. as required under Ind AS. The business combination has been accordingly accounted and reinstatement is done for FY 2024-25 wherever necessary.

The Company has completed the reverse merger process of its wholly owned step down subsidiaries Styrenix Performance Materials (Thailand) Ltd and Styrenix Polymer (Thailand) Co. Ltd during the quarter April to June 25 and efiective from June 26 2025 Styrenix Performance Materials (Thailand) Ltd shall continue as surviving entity.

OPERATING RESULTS AND PROFIT STANDALONE & CONSOLIDATED Standalone:

During FY 2025-26, revenue from operations stood at

Rs. 2640.27 Crore vs.Rs. 2744.38 Crores in FY 2024-25. PBITDA for FY 2025-26 is Rs. 369.72 Crore (14.0%) vs.Rs. 355.80 Crore (13.0%) in previous year.

Your Companys profit before tax in financial year 2025-26 was Rs. 314.31 Crores as compared to a profit before tax of Rs. 312.97 Crores in previous year and the Total Comprehensive Income for the financial year 2025-26 was Rs. 234.67 Crores as compared to Rs. 231.71 Crores in the previous year.

Consolidated:

During FY 2025-26, revenue from operations stood at Rs. 3438.03 Crore vs .Rs. 2982.42 Crores in FY 2024-25. PBITDA for FY 2025-26 is Rs. 359.57 Crore (10.5%) vs. Rs. 362.68 Crore (12.1%) in previous year.

Your Groups profit before tax in financial year 2025-26 was

223.25 Crores as compared to a profit before tax of Rs. 301.99 Crores in previous year and the Total Comprehensive Income for the financial year 2025-26 was Rs. 218.95 Crores as compared to Rs. 232.11 Crores in the previous year.

DIVIDEND

Considering the performance of the Company and to appropriately reward the members, two interim dividends of fi 31/- per equity share (310%) and Rs. 23/- per equity share (230%) during the financial year ended 31 March 2026 were declared by the Board of Director on August 13, 2025 and on January 29, 2026 and the same was paid to shareholders in August 29, 2025 and February 17, 2026, respectively. The above dividend declared by the Company is in accordance with the dividend distribution policy of the Company.

The Dividend Distribution Policy of the Company is available on the Companys website and can be accessed at https:// styrenix.com/wp-content/uploads/2023/02/Dividend-Distribution-Policy-2023.pdf.

TRANSFER TO RESERVES

The Company is not required to transfer any amount to its reserves and accordingly no amount is transferred to reserves during the year under review.

SHARE CAPITAL

During the year under review, there was no change in share capital of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business during the financial year 2025-26.

CHANGE OF NAME AND REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in name and registered office address of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report forms part of this Report and is annexed hereto. A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of this Report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement forms part of the Annual Report. The Consolidated Financial Statements (CFS), prepared in accordance with IND AS comprise of the Financial Statements of the Company and its subsidiaries as at March 31, 2026 viz.

- Styrenix Performance Materials FZE, Dubai;

- Styrenix Performance Materials (Thailand) Ltd.

BOARD OF DIRECTOR AND KEY MANAGERIAL PERSONNEL

- Appointments/Re-appointments During the year under review:

- Board of Director at their meeting held on January 29, 2026, upon recommendation of Nomination and Remuneration Committee, approved the re-appointment of Mr. Ravishankar Balakoteswararao Kompalli (DIN: 06458292) as a Whole-time Director of the Company, for a further term of 2 years beginning from April 1, 2026 to March 31, 2028, which was subject to approval of shareholders by Special Resolution. Later, the shareholders of the Company, approved the re-appointment of Mr. Ravishankar Balakoteswararao Kompalli (DIN: 06458292) as Whole-time Director of the Company, liable to retire by rotation and payment of remuneration for further term of 2 (Two) years starting from April 1, 2026 to March 31, 2028, by passing the Special Resolution through postal ballot on April 14, 2026.

- Mr. Rakesh Shiwebhagwan Agrawal (DIN: 00057955), Whole -Time Director of the Company, was re-appointed as a director eligible to retire by rotation at the 52 nd Annual General Meeting of the Company held on August 29, 2025.

- Retirement by rotation.

Mr. Vishal Rakesh Agrawal - Jt. Managing Director of the Company (DIN: 00056800), who retires by rotation at the ensuing 53 rd Annual General Meeting and being eligible, ofiers himself for re-appointment in terms of the Articles of Association of the Company.

- Policy on Directo Rs appointment and remuneration

The policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report annexed hereto.

MEETINGS OF BOARD OF DIRECTOR OF THE COMPANY

During the year, 5 (Five) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board

/ Committee meetings held are given in the Corporate Governance Report.

BOARD COMMITTEES AND NUMBER OF MEETINGS

As on the date of this report, the Board has the following committees: i) Audit Committee ii) Nomination and Remuneration Committee iii) Corporate Social Responsibility Committee iv) Stakeholders Relationship Committee v) Risk Management Committee. The composition of the Committees and meetings have been provided in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTOR

Mr. Milin Mehta, Mr. Premkumar Taneja, Mr. P. N. Prasad and Mrs. Radhika Nath were the Independent Director on the Board of the Company as on March 31, 2026.

The Board of Director hereby confirms that all the Independent Director of the Company have submitted declarations confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and have complied with the Code for Independent Director as set out in Schedule IV to the Act. The Independent Director have also confirmed that they are registered with the Independent Directo Rs Databank maintained by the Indian Institute of Corporate Afiairs (IICA).

PERFORMANCE EVALUATION

The details of performance evaluation of Director are stated in the section on Nomination and Remuneration Committee in the Corporate Governance Report annexed hereto.

DIRECTO RS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Board of Director of the Company confirms that: i) in the preparation of the annual standalone and consolidated accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) 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 afiairs of the Company at the end of financial year and of the profit of the Company for that period; iii) have taken proper and suficient 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; iv) have prepared the annual accounts on a going concern basis; v) had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efiectively; and vi) have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efiectively.

AUDIT COMMITTEE

The Audit Committee of the Board of Director comprises of at least 2/3 rd of its members as Independent Director and is constituted as under, as on March 31, 2026:

Name of the Director Position in Committee
Mr. Milin Mehta, Independent Director Chairman
Mr. Premkumar Taneja, Independent Director Member
Mr. P. N. Prasad, Independent Director Member
Mrs. Radhika Nath, Independent Director Member
Mr. Rakesh S. Agrawal, Executive Director Member

The terms of reference of the Audit Committee, details of meetings held during the year and attendance of members are set out in the Corporate Governance Report.

RECOMMENDATIONS OF THE AUDIT COMMITTEE

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The Director are regularly informed during meetings of the Board and its Committees on the activities of the Company, its operations and issues faced by the industry. The details of familiarization programs provided to the Director of the Company are available on the Companys website. https://styrenix.com/wp-content/uploads/2026/04/ Familiarization-Programme-Independent-Director

SUBSIDIARY / ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on a Standalone basis. Pursuant to the requirement of Section 136 of the Act, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the company, your Company will make available the Annual Financial Statements of subsidiary companies and the related detailed information to any Member of the Company on receipt of a written request from them at the Registered Ofice of the Company.

The Annual Financial Statements of subsidiary companies will also be kept open for inspection at the Registered Ofice of the Company on any working day during business hours. These are also available on the website of your Company at www.styrenix.com.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), forms part of the Annual Report and are refiected in the Consolidated Financial Statements of the Company.

During the financial year 2025-26, pursuant to the merger of Styrenix Polymers (Thailand) Co., Ltd., a wholly owned step-down subsidiary of the Company, with Styrenix Performance Materials (Thailand) Limited (formerly known as INEOS Styrolution (Thailand) Co. Limited), a wholly owned step-down subsidiary of the Company, Styrenix Polymers (Thailand) Co., Ltd. stood dissolved, and Styrenix Performance Materials (Thailand) Limited continued as the surviving entity. The said merger was completed on June 26, 2025.

Accordingly, the Consolidated Financial Statements include the operations of the following wholly owned subsidiary / step down subsidiary:

- Styrenix Performance Materials FZE.

- Styrenix Performance Materials (Thailand) Limited.

A report on the performance and financial position of each of the subsidiaries is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 82. Your Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations duly approved by the Board of Director and can be accessed on the Companys website at:https://styrenix.com/wp-content/uploads/2025/02/ Styrenix-Policy-on-Material-Subsidiary.pdf No company has become/ceased to be a joint venture or associate during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATO RS OR COURTS

There are no significant material orders passed by the Regulator or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

DEPOSITS

During the year under review, the Company has not accepted any deposit, within the meaning of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of investments made, and guarantees given provided in accordance with the provisions of Section 186 of the Act are provided in the notes to Standalone Financial Statements.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) as amended, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred to IEPF Authority. The Company has also transferred shares in respect of which dividend amount remained unpaid/ unclaimed for a consecutive period of 7 (Seven) years or more to IEPF Authority within stipulated time. The details of unpaid/unclaimed dividend and the shares transferred to IEPF Authority are available on the Companys website at https://styrenix.com/investor-dividend-info/ The Company has already transferred unclaimed dividends and respective shares to the IEPF Authority upto the year 2017-18. Now, the next transfer would be due in the month of October 2026 and the Company would be making necessary announcements in this regard as per the prescribed timelines. All those shareholders who have not claimed dividends for the year 2018-19 onwards are requested to contact the Company regarding unclaimed dividends at the earliest.

CORPORATE GOVERNANCE

Your Company observes high standards of Corporate Governance in all areas of its functioning with strong emphasis on transparency, integrity and accountability. As required under the Listing Regulations, a detailed report on Corporate Governance along with the compliance certificate from MD & CFO and a compliance certificate thereon from a Practicing Company Secretary forms part of this report as Annexure - I .

CORPORATE SOCIAL RESPONSIBILITY CSR

In compliance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee and has also framed a CSR Policy. The details of the policy, composition of the Committee, CSR initiatives, CSR spending during the year etc., have been provided as Annexure-II to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Company considers CSR as a part of its corporate philosophy and will continue to ensure that the amounts are adequately spent to ensure compliance in true spirit.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Director KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - III to this Report. Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Act, the Reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary.

RISK MANAGEMENT POLICY

The details of the Risk Management Policy adopted by the Board of Director and details of the Risk Management Committee of the Board of Director are mentioned in the Corporate Governance Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered into during the year under review were on arms length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with the Promoters, Director or the Key Managerial Personnel, which may have a potential confiict with the interests of the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2, is provided as Annexure-IV forming part of this report.

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

A statement highlighting details of the conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-V and forms part of this report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the auditor under Section 143(12) of the Act and rules framed thereunder, either to the Company or to the Central Government.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

ANNUAL RETURN

As required under Section 92(3) of the Act, the Company has placed a copy of the annual return on its website and the same is available in the Investor Section on the Companys website (www.styrenix.com). The Annual Return for the year will be updated once the same is filed with the Registrar of Companies in due course.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage difierences in thought, perspective, knowledge, regional and industry experience, age, ethnicity, race and gender, which will help retain our competitive advantage. The Board of Director has adopted the Board Diversity Policy, which sets out the approach to diversity of the Board. The Board diversity policy is available on our website https://styrenix.com/wp-content/ uploads/2023/04/Board-Diversity-Policy.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place. It has documented procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

The Audit Committee of the Board of Director comprising of at least 2/3 rd of its members as Independent Director, regularly reviews the audit plans, significant audit findings, adequacy of internal controls and compliance with accounting standards.

SAFETY, HEALTH, AND ENVIRONMENT

Your Company gives the highest importance to Safety, Health and Environment (SHE), and encourages and promotes safety awareness in true letter and spirit as an integral part of its work culture.

Process Safety Management (PSM) is an integral part of all changes taking place in the process. Onsite emergency plans have been reviewed and updated by all divisions. Periodic mock drills are conducted at all divisions and reports indicate improved preparedness of employees. To further strengthen the safety of overall operations and to promote a positive safety culture and transparency, your Company has introduced site specific behavioral based safety (BBS) process at all its manufacturing locations and substantially invested for the improvement of process safety. Apart from employees, the contracto Rs and workmen are also given exhaustive training on safety, first-aid and firefighting. The Company has appointed and trained safety stewards to promote safety in all divisions. A green belt in and around all factory premises has been maintained to enhance the eco-friendliness. We conduct our operations responsibly with a sustainable approach towards the environment. SHE Policy of the Company is annexed hereto as Annexure-VI and forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a policy on prevention of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder and Internal Complaints Committee have also been set up at all locations to redress complaints received regarding sexual harassment.

Following are the details of the complaints received by the Company during Financial Year 2025-26.

Sr. No. Particulars Number
1. Number of complaints of sexual 0
harassment received during the year.
2. Number of complaints disposed off 0
during the year.
3. Number of cases pending for more than 0
ninety days.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

During the FY 2025-26 the company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including relating to Maternity leaves and other benefits to the women employees.

STATUTORY AUDITO RS

M/s. Talati & Talati LLP, Chartered Accountants (Firm Registration No. 110758W/W100377), were appointed as the Statutory Auditor of the Company for a first term of 5 (five) consecutive years at the 51 st Annual General Meeting held on August 21, 2024, and shall hold ofice up to the conclusion of the 56 th Annual General Meeting of the Company. The Statutory Auditor have confirmed that they satisfy the independence criteria prescribed under the Act and the Rules made thereunder.

. AUDITO RS REPORT

The Audito Rs Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Audito Rs Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

M/s. Samdani Shah & Kabra, Company Secretaries (Firm Registration No. P2008GJ016300), were appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years, commencing from the conclusion of the 52 nd Annual General Meeting and continuing up to the conclusion of the 57 th Annual General Meeting, in accordance with the provisions of Section 204 of the Act and the Rules made thereunder.

The Secretarial Audit Report received from M/s. Samdani Shah & Kabra for the financial year ended March 31, 2026, is annexed and marked as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. M/s. Samdani Shah & Kabra have confirmed that they are not disqualified from continuing as the Secretarial Auditor of the Company.

COST RECORDS

The Company is required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are prepared and maintained by the Company.

COST AUDITO RS

Pursuant to Section 148 of the Companies Act 2013, the Board of Director based on the recommendation of the Audit Committee and upon receipt of their consent to act as Cost Auditor and their confirmation regarding the appointment being in accordance with Section 148 of the Act has appointed M/s. Kailash Sankhlecha and Associates, (Firms registration no. 100221), Cost Accountants, as Cost Auditor of the Company, for the Financial Year 2026-27, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government at a remuneration as mentioned in the notice convening the Annual General Meeting of the Company.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arms length relationship with the Company.

A resolution seeking members ratification for the remuneration payable to the Cost Auditor for the Financial Year 2026-27 forms part of the notice of the 53 rd Annual General Meeting of the Company and the same is recommended for your consideration and approval.

VIGIL MECHANSIM

As per the provisions of Section 177(9) of the Act read with clause 22(1) of the Listing Regulations, the Company is required to establish an efiective vigil mechanism for Director and employees to report genuine concerns. The Company has a policy for prevention, detection and investigation of frauds and protection of whistleblowers (Whistleblower Policy) in place and the details of the Companys Whistleblower Policy are provided in the Corporate Governance Report annexed hereto.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Our employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. The human resource development function of the Company is guided by a spirit of corporate team building and dedication towards strengthening the Companys systems thereby improving eficiencies and registering growth. All personnel continue to have a healthy, cordial, and harmonious approach in problem solving and enhancing Company value at all levels. Despite uncertain economic conditions, the enthusiasm and unstinting efiorts of the employees have enabled the Company to maintain leadership in its business areas. The industrial relations during the year remained cordial. The Company has drawn up a comprehensive human resource strategy (Human Resource Strategy) which addresses key aspects of human resource development such as:

- Code of conduct and fair business practices.

- A fair and objective performance management system linked to the performance of the businesses.

- Talent Management initiatives encouraging job rotation to enhance employee engagement.

- Evolution of performance-based compensation packages to attract and retain talent within the organization.

- Development of comprehensive training programs to impart and continuously upgrade the industry / function specific skills, etc.

EMPLOYEE BENEFIT MEASURES UNDERTAKEN DURING THE YEAR

In order to achieve a highly streamlined and productive organization, a transparent and uniform HR policy with a well-defined reporting structure and clear roles and responsibilities has been put in place.

Necessary training based on identified needs have been set-up across all functions by the respective heads of departments to enhance the knowledge and competencies of our employees and are being updated and upgraded on a continuous basis. Other initiatives include an improvement of the working environment, the automation of HR processes including the outsourcing of the payroll processor have been initiated. Initiatives on improving employee engagement have been implemented with primary focus on employee health and welfare by enhancing the medical and term insurance facilities.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of mandatory Secretarial Standards, SS-1 and SS-2 issued by the Institute of Company Secretaries of India, during the year under review.

INSOLVENCY AND BANKRUPTCY CODE 2016

Neither any application is made, nor any proceeding is pending in respect of the Company under the Insolvency and Bankruptcy Code 2016.

CODE OF CONDUCT

The Company has suitably laid down the Code of Conduct for all Board members and senior management personnel of the Company. The declaration by MD of the Company relating to the compliance of aforesaid Code of Conduct forms part of the Annual Report.

ACKNOWLEDGEMENTS

We thank our customers, vendors, dealers, investo Rs, business partners and bankers for their continued support during the year. We also place on record our appreciation of the contribution made by our employees at all levels, whose hard work, solidarity, cooperation, and support helped the transition of the Companys management and business during the year.

For and on behalf of the Board
Mr. Rakesh S. Agrawal
July 07, 2026 Chairman
Vadodara DIN: 00057955

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