Sudeep Pharma Ltd Directors Report

To,

The Members,

Your directors are pleased to presenting their 37^th (Thirty-seventh) Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended, 31^st March, 2026.

The summarised financial results for the year ended 31^st March, 2026 are as under:

1. FINANCIAL SUMMARY:

Particulars	Standalone	Consolidated
	FY 2024-25	FY 2024-25
Revenue from Operations	33,850.54	35,673.18	64,225.80	50,199.92
Other Income	3,850.40	837.55	2,858.54	932.91
Total Revenue	37,700.94	36,510.73	67,084.34	51,132.83
Less: Expenses before Finance Cost and Depreciation	21,873.66	22,477.38	42,035.59	31,204.68
Less: (a) Finance Cost	606.62	480.98	760.46	584.61
(b) Depreciation	710.97	611.72	1,480.85	1,059.04
Profit/(Loss) before Tax	14,509.69	12,940.66	22,807.44	18,284.51
Less: Tax Expenses
(a) Current Tax	3,432.30	3,313.32	5,091.53	4,361.55
(b) Deferred Tax	319.32	52.57	287.44	50.04
(c) Tax of Earlier Year		--		--
Profit/(loss) for the year	10,758.07	9,574.77	17,428.47	13,872.92
Net Consolidated Profit for the year			17,428.47	13,872.92

Note:

The above figures are extracted from the Standalone and Consolidated Financial statements prepared In accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. REVIEW OF BUSINESS OPERATIONS, PERFORMANCE HIGHLIGHTS AND FUTURE PROSPECTS:

Your directors wish to present the details of Business operations done during the year under review:

Standalone:

• Total income for the year 2025-26 was registered at 37,700.94 Lakhs as compared to income of 36,510.73 Lakhs for the year 2024-25.

• Net profit after tax was 10,758.07 Lakhs as compared to 9,574.77 Lakhs in the previous financial year. Consolidated:

Consolidated total income for the financial year 2025-26 stood at 67,084.34 Lakhs while net profit/(loss) after tax reported at 17,428.47 Lakhs.

3. OPERATIONS AND BUSINESS:

Key developments during the year of the Company are covered in the Management Discussion and Analysis Report (MDAR) as stipulated under the ("SEBI Listing Regulations"), is presented in a separate section, which forms part of this Annual Report set out as Annexure-A.

4. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE OF THE COMPANY:

During the year under review, the details of subsidiaries of the Company are given below:

1. Sudeep Nutrition Private Limited - Wholly Owned Subsidiary of the Company,

2. Sudeep Advanced Materials Private Limited - Wholly Owned Subsidiary the Company,

3. Sudeep Pharma USA INC - Wholly Owned Subsidiary of the Company,

4. Sudeep Pharma BV Netherland - Wholly Owned Subsidiary of the Company,

5. Nutrition Supply and Services (Ireland) Limited (NSS)- Wholly Owned Subsidiary of Sudeep BV Netherland and Step-down subsidiary of Sudeep Pharma Limited,

The Board of Directors of the Company reviewed the affairs of the subsidiaries/associate of the Company. The salient features of the financial statement of each of our subsidiaries/associate are also set out in the Form AOC-1, set out as Annexure-B which forms a part of the Financial Statements section of this Annual Report.

In terms of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries are prepared in accordance with Ind AS 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015, forming part of the annual report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the Company and its subsidiaries, wherever applicable, are available on the Companys website: www.sudeeppharma.com. These are also available for inspection during regular business hours at our registered office in Vadodara, Gujarat, India.

The Company does not have any associate or joint venture Company.

5. DIVIDEND:

The Board of Directors recommended a final dividend of 1.50 (i.e.150%) per equity share consisting of total 11,29,48,625 equity shares of 1/- each aggregating to 16,94,22,937.5/- for the year ending on 31^st March, 2026. The Dividend for the year ended 31^st March, 2026 is subject to the approval of members at the ensuring Annual General Meeting (AGM) to be held on 4^th August, 2026 and will be paid within a statutory time, if approved by the members at the above referred AGM.

6. DIVIDEND DISTRIBUTION POLICY:

In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted Dividend Distribution Policy, which is placed at the website of the Company https://www. sudeeppharma.com/wp-content/uploads/2075/06/ Distribution-of-Dividend-Policy.pdf

7. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to the general reserves account of the Company during the year under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the said regulations, Management Discussion and Analysis is set out in this Annual report as Annexure - A. Certain statements in the said report may be forward-looking. Many factors may affect actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - C.

10. CYBERSECURITY:

Cybersecurity is essential for any organisation to protect its digital assets from cyber-attacks, data breaches, and other security threats. Cybersecurity is critical to protect against a constantly evolving threat landscape, where attackers are becoming more sophisticated in their tactics, techniques, and procedures. Your Company has identified the constant increase in cybersecurity threats and investing in cybersecurity solutions and implementation of best practices and also extend the same to the subsidiaries, applications, and external interfaces. Your Company has implemented security solutions which have also provided for round-the- clock surveillance arrangements to track any threats that can help to protect networks, endpoints, and other operating environments.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mr Ajay Shrirang Kandelkar (DIN: 10773491), retires by rotation at the forthcoming 37^th Annual General Meeting of the Company and being eligible offers himself for reappointment.

Resignation of Nominee Director

Mr Pranav Parikh (DIN: 00025654) has tendered his resignation as a Nominee Director of the Company w.e.f. 13^th June, 2025.

Key Managerial Personnel

As on 31^st March, 2026, the Key Managerial Personnel of the Company are Mr Sujit Bhayani, Managing Director, Mr Shanil Bhayani, Whole Time Director, Mr Ajay Kandelkar, Whole Time Director, Mr Ketan Vyas, Chief Financial Officer and Ms Dimple Mehta, Company Secretary & Compliance Officer, in accordance with Section 203 of the Companies Act, 2013.

12. MEETINGS OF BOARD:

The Board met eleven (11) times during the Financial Year. Details of the meeting(s) are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. CAPITAL STRUCTURE:

During the year under review there was change in

Authorised and Paid-up Share Capital of the Company, respectively.

1) The Company has approved, issued and allotted 13,34,021 fully paid-up Class-A, 0.001% Compulsory Convertible Preference Shares and 15,11,891 fully paid-up Class-B, 0.001% Compulsory Convertible Preference Shares of the Face Value of 2/- Per share, Premium Amount of 560.21/- Per share, for cash, at an issue price of 562.21/- per share, aggregating to 1,60,00,00,185.52/-, on a private placement basis.

2) The Company has issued and allotted

2.25.45.600 fully paid-up Equity Shares of 1/- each in lieu of and against conversion of

2.25.45.600 fully paid up Compulsorily Convertible Preference Shares (CCPS) of 2/- each of the Company (Promoters).

3) The Company has issued and allotted 28,45,912 fully paid-up Equity Shares of 1/- each in lieu of and against conversion of 28,45,912 fully paid up Compulsorily Convertible Preference Shares (CCPS) of 2/- each of the Company.

4) The promoter Group (i.e. Sujeet Bhayani - HUF) under the secondary sale has sold their shares among friends and family with the consideration of 593/- per share which is the higher price of the price band.

5) The Company got listed on 28^th November, 2025 and the IPO was overwhelmingly subscribed, closing 93.71 times. At the time of listing opening price was 733.95 on the BSE and 730.00 on the NSE with 2,17,965 shareholders.

Post IPO there was no change in Authorised Share

Capital and paid-up Capital of the Company.

15. SHARES:

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

The Company has not issued any Bonus Shares during the year under review

d. EMPLOYEES STOCK OPTION PLAN:

During the period under review, the Company did not provide any Stock Option Scheme to the employees.

16. POLICY ON NOMINATION & REMUNERATION

The existing policy is to have an appropriate mix of Executive and Non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of 31^st March, 2026, the Board had a total of seven (7) members, three (3) of whom are Executive directors and four (4) are Non-Executive Independent Directors. The Board has one Woman Director, who is a NonExecutive Independent Director.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, in accordance with SEBI (Listing Obligations and Disclosure Requirements), 2015, is available at our website at https://www.sudeeppharma.com/ wp-content/uploads/7076/03/Director nomination- remuneration-policy-2026.pdf Salient features of the Nomination & Remuneration Policy are as under:

1. Setting out the objectives of the Policy.

2. Definitions for the purpose of the Policy.

3. Policy for appointment and removal of Directors, Key Managerial Personnel and Senior Management.

4. Policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

5. Remuneration to Non-Executive/Independent Directors.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Your Board of Directors confirms the integrity, expertise, experience and proficiency of the I ndependent Directors of the Company.

18. FAMILIARISATION PROGRAMME:

All new Independent Directors inducted into the Board attend an orientation program. At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining their role, function, duties and responsibilities as an Independent Director. The terms and condition for appointment of Independent Director is available on our website at https://www.sudeeppharma.com/wp-content/ uploads/2025/08/Independent-Directors.pdf The Board members are provided with necessary reports, internal policies, periodical plant visits to enable them to familiarise with the Companys procedures and practices.

Periodic presentations are made at the meetings of the Board and the committees, on business and performance updates, global business environment, business strategy and risks involved.

The details of familiarisation Programme for Independent Directors are available at our website at http.sudeeppharma.com investors/compliances- policies/familiarization-program

19. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board, its committees and of individual directors on an evaluation framework by way of individual and collective feedback from the Directors at their meeting held on 6^th February, 2026.

The framework includes the evaluation of Directors on various parameters such as:

• Board dynamics and relationships.

• Information flows.

• Decision - making.

• Company performance and strategy.

• Tracking board and committees effectiveness.

• Peer evaluation.

Based on the inputs from all the Directors on Board composition and structure, effectiveness of Board processes, information, and functioning, etc., evaluation of Boards performance was done. The performance of the committees was also evaluated by the Board after seeking input from the committee members on composition, effectiveness of the committee and its meetings in a separate meeting of Independent Directors, performance of Non- Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

The Nomination & Remuneration Committee and the Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The outcome of the Board Evaluation for FY 2025-26 was discussed by the Nomination and Remuneration Committee and the Board at their respective meeting(s) held on 21^st May, 2026.

20. COMMITTEES OF THE BOARD:

The Board has Seven (7) committees, namely:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Finance and Management Committee

• IPO Committee

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year, there were no instances where the Board has not accepted recommendation(s) of any Committee of the Board.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Being an Indian Company, we are motivated by the Indian ethos of Dharma as a key plank for organisational self-realisation.

The Company recognises that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfilment of its corporate responsibilities can enhance overall performance. The Company continues its CSR spend towards support to local initiatives, health/ medical and education sector, sanitation/cleanliness, Rural Development and such varied activities towards Corporate Social Responsibility initiatives.

In compliance with the requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities undertaken during FY 2025-26 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - D.

22. ANNUAL RETURN:

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Companys website and can be accessed at https://www.sudeeppharma. com/.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure - E.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

24. CORPORATE GOVERNANCE:

The Company believes in adopting the best practices of Corporate Governance. Corporate Governance Principles are enshrined in the spirit of the Company, forming its core values. These guiding principles are also articulated through the Companys code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy.

A Report on Corporate Governance for FY 2025-26 forms part of this Annual Report as Annexure- F.

25. AUDIT REPORTS:

The Independent Auditors Report on Standalone and Consolidated Financial Statements for FY 202526 does not contain any qualification, reservation or adverse remark. The Independent Auditors Report is enclosed with the Financial Statements in this Annual Report.

The Secretarial Auditors Report for FY 2025-26 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed to the Boards Report in this Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certificate from M/s. H M Mehta & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is enclosed with the Corporate Governance Report in this Annual Report.

The Company has obtained Certificate from M/s. H M Mehta & Associates, Company Secretaries, Secretarial Auditors of the Company regarding Nondisqualification of Directors, which is enclosed with the Corporate Governance Report in this Annual Report. Accordingly, none of the Directors are disqualified.

26. REPORTING OF FRAUD BY AUDITORS:

During the FY 2025-26, neither of the auditors viz., Statutory Auditors, Secretarial & Corporate Governance Auditors, Internal Auditors and nor Cost Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

27. AUDITORS Statutory Auditors

The Board has appointed M/s B S R and Co., Chartered Accountants (Firm Registration number 128510W) for the period of 5 years i.e. up to the conclusion of the Annual General Meeting to be held in relation to the Financial Year 2026-27.

As the Companies (Amendment) Act, 2017 has done away with the requirement of ratification at every Annual

General Meeting, no ratification for the appointment is required. There is no qualification or adverse remark in the Auditors report. As regards the comments made in the Auditors Report, the Board is of the opinion that the same are self-explanatory and do not require further clarification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat, to undertake the Secretarial Audit of the Company for the Financial Year 2025-26. The Secretarial Audit Report (Form No. MR-3) issued by Mr Hemang Mehta, proprietor of H. M. Mehta & Associates, Vadodara is annexed herewith as "Annexure - G". The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

Further, pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Regulations) and based on the recommendation of Audit Committee, the Board of Directors have recommended appointment of Mr Hemang Mehta, a proprietor of H. M. Mehta & Associates, Peer-reviewed Practicing Company Secretaries, Vadodara to undertake the Secretarial Audit of the Company for a period of five years from the FY 2026-27 to FY 2030-31. The proposed Secretarial Auditors have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company. Necessary Resolution for approval of Shareholders has been set out at Item No. 5 in the Notice convening 37^th AGM and the Board recommend the said Resolution.

Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of manufacturing of specialty chemicals are required to be audited by a Cost Accountant.

Your directors have appointed M/s. Chetan Gandhi & Associates, Cost Accountants (firm registration number.: 101341) to carry-out the audit of the cost accounts and records of the Company for the Financial Year 2025-26 on a remuneration of 50,000/-.

Internal Auditors

M/s Sharp & Tannan Associate, Chartered Accountants, are appointed as Internal Auditors of the Company to conduct an internal audit of the Company for FY 2026-27.

Based upon the declaration on their eligibility, consent and terms of engagement, the Board at its meeting held on 6^th February, 2026, has appointed the Internal Auditors for FY 2026-27.

28. RISK MANAGEMENT:

The Company has constituted a Risk Management Committee. The Committee is entrusted with the responsibility to assist the Board of Directors in:

(a) overseeing and approving the Companys enterprise-wide risk management framework; and

(b) overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, sustainability (particularly, ESG related risks), information, cyber security risks and other risks have been identified and assessed.

There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimisation procedures and periodical review. Further, detailed terms of reference of the Risk Management Committee are included in the Report on Corporate Governance, which forms part of this Annual Report.

The Risk Management Policy is also at place and it consists of various risks associated and plans to mitigate the same. The Risk Management Policy of the Company is available on the website of the Company at weblink https://www.sudeeppharma.com/investor- relations/

29. VIGIL MECHANISM:

The Board of Directors of the Company are dedicated to uphold the utmost standards of honesty, transparency and accountability. They acknowledge that every individual within the Company plays a crucial role in attaining the organisational objectives.

It is the policy of the Company to encourage employees to report, when they have reasons to suspect violations of laws, rules, regulations, unethical conduct, questionable accounting/audit practices, dissemination of fraudulent financial information to Members, government agencies, or financial markets, as well as any other serious misconduct. These concerns should be promptly reported to the Companys management. The Whistle Blower Policy adopted by the Company provides a ready mechanism for reporting violations of laws, rules, regulations or unethical conduct. The confidentiality of the Whistle Blower is maintained and he/she is not subjected to any victimisation and/or harassment.

The present Whistle Blower Policy is in conformity with the provisions of Section 177 of the Act and Regulation 22 of the SEBI (Listing Regulations). Every employee of the Company has been provided access to the Audit Committee Chairperson through email/ correspondence address, if they desire to avail of the Vigil Mechanism.

The Vigil Mechanism Policy of the Company is available on the Companys website at weblink https://www. sudeeppharma.com/wp-content/uploads/2025/06/ Vigil-Mechanisum-Policy.pdf

30. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY:

Internal Financial Controls are policies, procedures and processes that ensure the accuracy, completeness and reliability of financial reporting and transactions. With periodic review, testing and audit of processes and controls, your Company ensures that they are working as expected. Independent audit is undertaken in different areas as per the annual audit plan to identify areas of improvement. Internal controls ensure the efficient conduct of its business, including adherence to Company policies, safeguarding of its assets, prevention and detection of errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

31. INSURANCE:

All the properties and assets of the Company are adequately insured.

32. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Companys website at weblink https://www.sudeeppharma.com/ wp-content/uploads/2025/06/Code-of-Conduct-for- Board-of-Directors-and-SMP-of-the-Company.pdf.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

33. INSIDER TRADING POLICY:

As per the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as amended from time to time, the Company has adopted the Code of Conduct for Prevention of Insider Trading ("Code"). All the Directors, employees and third parties such as auditors, consultants etc., who could have access to the UPSI of the Company are governed by this Code. The trading window is closed during the time of declaration of financial results and occurrence of any material events as per the Code. The Company Secretary is the Compliance Officer for monitoring adherence to the PIT Regulations and same is available on the website of the Company at https://www.sudeeppharma.com/ investor-relations/corporate-governance/#policies

34. CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements entered into by the Company during the Financial Year with related parties were in an ordinary course of business and on an arms length basis. During the year, the Company did not enter into any contracts/arrangements/transactions with related parties which could be considered material. Hence, there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Directors draw attention to the members to Note No. 38 of Standalone Financial Statements and Note No. 35 of Consolidated Financial Statements in this Annual Report, which sets out related party disclosures.

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

36. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the requirement of applicable laws and regulations for disclosure of details of deposits under section 134(3) (q) of the Companies Act, 2013 and rules made thereunder is not applicable.

37. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

38. OBLIGATION OF COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder.

The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited both by law and the Company.

The composition of the IC Committee is as follows:

Name of the Member	Designation in the Organisation	Designation in the IC Committee
1. Ms Bhavna Nair	Sr. Manager Operations	Chairperson
2. Ms Kalpana Kushwaha	Chemist -QC	Member
3. Mr Ishwar Nayi	AGM HR & Admin
4. Mr Gaurav Tripathi	GM - Site Head
5. Ms Krupa Vyas	Consultant	External Person

There was no such complaints received pertaining to Sexual harassment during the FY 2025-26.

39. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 and its amendments. All eligible women employees have been extended the maternity benefits as prescribed under the Act. The Company has also ensured adherence to provisions relating to maternity leave, nursing breaks, and creche facilities.

40. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments from the close of the Financial Year i.e. from 31^st March, 2026 till the date of the Boards report, which may affect the financial position of the Company.

41. SIGNIFICANT/MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNAL

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Companys operations in future.

42. APPLICATION(S) MADE/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has neither made any application(s) nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

44. DISCLOSURE WHETHER THE COMPANY IS USING THE ACCOUNTING SOFTWARE HAVING A FEATURE OF THE AUDIT TRAIL AS PER RULE-11 OF THE COMPANIES (AUDIT AND AUDITORS) RULES 2014

The Company has used accounting software for maintaining its books of account for the financial year ended 31^st March, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

45. APPOINTMENT OF DESIGNATED PERSON AS PER RULE-9 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014, the Company has appointed Ms Dimple Ashwinbhai Mehta, Company Secretary and Compliance Officer of the Company as Beneficial Owner Officer ("BOO").

46. ACKNOWLEDGEMENTS

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth is made possible by their hardwork, solidarity, operation and support.

We also thank our suppliers, customers, business partners and others associated with the Company. We look upon them as partners in its progress. It will be Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect to and co-operation with each other, consistent with consumer interests and looks upon all the stakeholders for their continued support in future.