Sunshield Chemicals Ltd Directors Report

Dear Members,

Your Directors are pleased to submit their 39^th Annual Report of the business operations together with the Audited Financial Statements of the Company for the year ended 31^st March 2026:

1. OVERVIEW OF FINANCIAL RESULTS

( In Lakhs)

	2025-2026	2024-2025
Sales	43999	36500
Other Operating Income	92	79
Revenue from Operations	44091	36579
Other Income	307	315
Total Income	44398	36894
Less: Materials Consumed	32546	27063
Employees Remuneration & Benefits	1967	1908
Manufacturing, Administrative, Selling & Other Expenses	4355	4231
Total Expenses	38868	33202
Operating Profit (EBITDA)	5530	3692
Less: Finance Cost	503	910
Profit Before Tax & Depreciation	5027	2782
Less: Depreciation	1071	977
Net Profit Before Tax	3956	1805
Less: Tax Expense
Current Tax Expense	909	395
Deferred Tax	91	(55)
Prior Year Tax Adjustments	(4)	7
Net Profit after Tax	2960	1458
Other Comprehensive Income
Add: Remeasurements of post- employment benefit obligation	29	(27)
Income tax related to items that will not be reclassified to profit or loss	(7)	7
Total Comprehensive Income for the period	2982	1438
Earnings per share
Basic & Diluted	37.15	19.83

In the preparation of the financial accounts and the statements, the Company has followed the Companies (Indian Accounting Standards) Rules 2015, as amended.

2. FINAL DIVIDEND

Based on the Companys performance, your Directors are pleased to recommend for approval of Members a final dividend of 3/- (previous year – 2.50) per equity share of the face value of 10.00/- each for the financial year 2025-26. Dividend, if approved, shall aggregate to 263.85 lakhs.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to General Reserves out of the profit for the Financial Year 2025-26.

3. ISSUE OF EQUITY SHARES ON RIGHTS BASIS

During the year under review, your Company has undertaken a Rights Issue to raise capital. The key details of Rights Issue are as under:

? Issue size: 12,990.41 lakhs.

? Entitlement Ratio: 10 Rights Equity Share for every 51 Fully paid-up Equity Shares held by eligible shareholders on the record date.

? Number of Rights Equity Shares allotted: 14,41,776 shares.

? Allotment date: 27^th October 2025

? Price of Rights Equity Shares: 901 per Rights Equity Share when fully paid-up, including a premium of 891 per Rights Equity Share.

? Objects of the Issue: Repayment or prepayment, in full or in part, of borrowings availed by our Company and general corporate purpose.

4. MANAGEMENTS DISCUSSION AND ANALYSIS: F.Y. 2025-26 I. Industry Structure & Development: - The chemical industry serves as a cornerstone of the global economy, underpinning a wide range of sectors. From electronics and paints to pharmaceuticals and cosmetics, chemicals play an essential role across diverse applications, driving innovation and enabling sustainable development across industries.

In India, the chemical industry occupies a significant position in the nations economic growth. Among its various sub-segments, specialty chemicals have emerged as a high-growth, innovation-driven sector. Characterized by low-volume, high-value formulations tailored for specific end-use applications, specialty chemicals distinguish themselves through performance and functional attributes rather than mere chemical composition. This segment demands advanced technical expertise, continuous innovation, and a strong customer-focused development approach. Specialty chemicals continue to gain strategic importance both domestically and internationally, owing to their application-driven nature and close alignment with end-user requirements.

The Company operates primarily in the specialty chemicals segment, addressing niche requirements across a broad spectrum of industries. We specialize in the manufacture and sale of customized and specially formulated chemical products, catering to sectors such as Home and Personal Care, Industrial Formulations, Paints and Coatings, Agrochemicals, Lubricants, and Additives. We serve a diverse portfolio of reputed clients across India and international markets, including the Americas, Europe, and the Far East. Our customers span a variety of industries, including Metal Treatment, Wire Enamels and Insulation, PVC Stabilizers, Inks and Coatings, Agrochemicals and Fertilizers, Plastics, Polymers, Rubber, Textile Processing, Latex Products and Tyres, as well as Home and Personal Care, Cosmetic, and Detergent formulations.

Our ongoing focus on product innovation, customization, and in-depth industry knowledge enables us to consistently meet the evolving needs of our clients. As industries increasingly demand efficient, sustainable, and specialized solutions, the Company remains committed to delivering high-performance chemical products that create tangible value across the entire supply chain.

Details of the Companys main products and its end use applications are as below:

Products	End use Applications
THEIC	Available in both powder as well as in noodles form. Its end-use includes applications as heat stabilizers and PVC stabilizer.
Ethoxylates & Propoxylates	Used as dispersing agents in paper & pulp industry, emulsifiers in dye manufacture, means for dissolution and floatation, constituents of agro insecticides and herbicides, and in many other industrial applications. These products have applications as low-foaming nonionic surfactants and have excellent wetting and dispersing properties.
Antioxidants	The aminic antioxidants market has been segmented on the basis of application into plastic processing, rubber processing, fuel & lubricants and adhesives.
HQEE	HQEE is a specialty elastomer and crosslinking agent used as a chain extender for polyurethanes (PU). It is well suited for finishing and improving properties of materials.
BC 700	Used as a matting and effects agent for the paint and varnish industry.

II. Operating and Financial Performance of the Company

( In Lakhs)

		( In Lakhs)
	F.Y. 2025-2026	F.Y. 2024-2025	Change over Previous year
i) Exports	5985	6130	(2.37%)
ii) Domestic	36285	29518	22.92%
iii) Traded	1729	852	102.93%
iv) Other	92	79	16.46%
Operating Income
Revenue from Operation	44091	36579	20.54%
Other Income	307	315	(2.54%)
Total Income	44398	36894	20.34%

In the financial year 2025–26, the company reported a total income of 44,398 lakhs, reflecting a 20.34% increase over 36,894 lakhs in 2024–25. Revenue from operations grew by 20.54% to 44,091 lakhs, driven primarily by robust domestic sales. Domestic revenue rose 22.92%, reaching 36,285 lakhs compared to 29,518 lakhs in the previous year.

Export sales, however, declined by 2.37%, falling from 6,130 lakhs to 5,985 lakhs, indicating a marginal slowdown in international demand. Traded revenue saw a significant surge of 102.93%, increasing from 852 lakhs to 1,729 lakhs. Other operating income improved by 16.46%, rising from 79 lakhs to 92 lakhs, while other income decreased modestly by 2.54%, from 315 lakhs to 307 lakhs.

The company witnessed strong growth in Ethoxylates and Antioxidant-based products, driven by higher demand and improved pricing. Overall, the performance was robust, with growth largely fueled by the domestic market and selective product segments.

III. Outlook

The global specialty chemicals industry is expected to operate in a complex and moderately uncertain environment in FY 2026-27. Geopolitical tensions, trade disputes, evolving tariff structures, and regulatory shifts continue to influence supply chains, commodity markets, and investment decisions. The ongoing conflict has contributed to sustained volatility in crude oil and other feedstock prices, leading to higher input costs and occasional logistical disruptions. These factors are likely to influence operational planning, pricing strategies, and cost management in the near term.

Despite these global challenges, the Indian specialty chemicals market demonstrates a resilient growth outlook. Robust industrial activity, rising domestic consumption, and increasing adoption of high-performance, application-specific chemicals across sectors such as coatings, agrochemicals, personal care, lubricants, and polymers support sustained demand. Indias emergence as a reliable global sourcing hub offers significant opportunities, as multinational companies seek alternative suppliers amid geopolitical disruptions and trade uncertainties.

The Company is strategically positioned to leverage these trends through focused innovation, customer-centric solutions, and operational efficiency. Key initiatives include enhancing local sourcing of critical raw materials, expanding production capacity, and improving supply chain flexibility to mitigate the impact of global volatility.

During the year, the Company successfully completed a rights issue, with the proceeds utilized to repay borrowings. This strengthened the balance sheet, reduced interest costs, and enhanced financial flexibility, enabling the Company to pursue strategic initiatives and growth opportunities while maintaining a focus on sustainable, long-term value creation. Supportive government policies, infrastructure development, and initiatives further enhance the favorable backdrop for the sector. While the Company remains cautious of global uncertainties, particularly crude price volatility and supply chain disruptions, it is confident in its ability to navigate these challenges and deliver consistent, sustainable growth. Leveraging strong technical capabilities, robust in-house product development, and trusted relationships with domestic and international customers, the Company continues to be recognized as a reliable and preferred supplier of specialty chemicals across diverse industrial applications.

IV. Risks and Concerns

The specialty chemicals industry operates in a dynamic global landscape, shaped by geopolitical developments, international trade policies, and market fluctuations. Ongoing conflicts and uncertainties have led to volatility in crude oil and raw material markets, occasionally affecting supply chains. These developments can impact the cost and availability of key inputs, requiring companies to adopt flexible procurement strategies and operational adaptability Production of specialty chemicals often depends on specific raw materials, some sourced from a limited number of suppliers. The availability of critical intermediates is essential to maintaining production schedules. Disruptions in supply may necessitate adjustments in operations or sourcing approaches, highlighting the importance of careful planning, operational flexibility, and risk mitigation To address these challenges, the Company has implemented a comprehensive Risk Management Framework covering market and supply chain risks, regulatory compliance, operational safety, and environmental considerations. Management continuously monitors these risks and adopts proactive measures, including alternative sourcing, strategic inventory management, and process optimization, to minimize potential impact The Company also places a high priority on operational safety and environmental compliance. Given the handling of hazardous chemicals, strict safety protocols, globally benchmarked procedures, and regulatory adherence are implemented to protect employees, customers, and surrounding communities. Ongoing training, monitoring, and infrastructure enhancements further strengthen the Companys risk management practices.

Overall, while the global and domestic operating environment presents challenges, the Company remains vigilant, resilient, and well-prepared. By maintaining operational continuity, robust risk management, and sustainable growth strategies, the Company continues to deliver value to all stakeholders.

V. Internal Financials Controls and their adequacy

The Company has established a robust framework of internal financial controls to ensuresmooth,efficient,andreliableoperations.

These controls are designed to facilitate orderly business processes, ensure compliance with company policies, safeguard assets, prevent and detect fraud or errors, maintain accurate accounting records, and provide timely and reliable financial information for decision-making.

The effectiveness of these controls is regularly reviewed by both internal and statutory auditors. Based on their assessments, the Board is of the view that the internal financial controls are operating effectively and there are no significant deficiencies. The Company continues to enhance and refine its controls to align with best practices and evolving business requirements, reinforcing confidence in the reliability and integrity of its financial reporting.

VI. Key Financial Ratios
Key Ratios	2025-26	2024-25	Change
Current Ratio1	3.47	0.77	350.68%
Debt Equity Ratio	-	1.05	(100%)
Debt service	0.67	1.94	(65.37%)
Coverage Ratio2
Return on Equity Ratio3	17.02%	16.40%	3.80%
Inventory Turnover Ratio	8.10	7.29	11.05%
Trade Receivable Turnover Ratio	6.53	6.53	-
Trade Payable Turnover ratio	6.63	5.65	17.20%
Net Capital Turnover Ratio4	4.44	(8.93)	(149.71%)
Net Profit Ratio3	6.71%	3.99%	68.41%
Return on Capital	17.06%	13.29%	28.36%
Employed5
1 Repayment of all Debt.
2 Prepayment of all Debt.
3 Increase in Net Profit
4 Mainly due to Prepayment of all debts thereby reduction of current liability.
5 Due to Increase in Earnings before Interest and Tax
VII. Human Resources

Employee relationships at all levels continued to be satisfactory during the year. The management would like to place on record its appreciation of the dedicated and strong support provided to your Company, by its employees at all levels. The number of employees on the roll as on 31^st March 2026 was 214.

(The statement in this report including Managements Discussions & Analysis Report reflects Companys projections, estimates, expectations, or predictions. These may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since your Companys operations are influenced by many external and internal factors, beyond the control of the Company.)

5. DISCLOSURES UNDER COMPANIES ACT 2013 I. CORPORATE SOCIAL RESPONSIBILITY

The Board has approved the CSR policy of the Company which is published on the Companys website at https://sunshieldchemicals.com/wp-content/uploads/2021/12/CSR-Policy.pdf CSR activities of the Company are carried directly and through Non-Government Organizations, who have track record of minimum of 3 years in carrying out the activities, and other criterias as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to time.

The Board Report on CSR is annexed herewith as Annexure I.

II. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information sought under the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure II, forming part of this report.

III. ANNUAL RETURN

The Annual Return has been placed on the website of the Company and can be accessed at https://sunshieldchemicals.com

IV. CHANGES IN THE SHARE CAPITAL

During FY 2025-26, the Company issued 14,41,776 shares of face value of 10.00/- each. The paid-up equity share capital as on 31^st March 2026 was 879.48 lakhs, comprising of 87,94,836 equity shares of face value of 10.00/- each.

V. BOARD AND COMMITTEES

During the year, five (5) Board Meetings were convened and held. Details of the same are given in the Corporate Governance Report which forms part of this Report. The intervening gap between any two Meetings was within the period prescribed by the Act, the SEBI Listing Regulations and as per the Circulars issued by the MCA and SEBI. During the year under review, the Board has accepted the recommendations of the Audit Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report.

VI. BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of the Listing Regulations, and Section 149(6) of the Companies Act, 2013;

1. Mr. Cyrus Poonevala

2. Prof. Aniruddha Pandit

3. Mr. Mukesh Malhotra

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 3^rd February 2026 to discuss inter alia issues as prescribed under the schedule IV of the Companies Act, 2013.

VII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 19 read with Schedule II of the Listing Regulations, the Board conducted its annual performance evaluation, covering the Board as a whole, individual Directors, and the Committees. A structured questionnaire was designed to assess various aspects of the Boards functioning, including the adequacy of the Boards and committees composition, the efficiency of communication, timeliness and quality of information provided, Board culture, and the execution of specific duties and governance obligations.

Additionally, a separate evaluation was carried out for individual Directors, including the Chairman, based on parameters such as attendance and participation in meetings, understanding of roles and responsibilities, and the demonstration of knowledge, skills, and experience that contribute to the Boards effectiveness. The performance evaluation of the Independent Directors was carried out by the entire Board, while the performance evaluation of the Chairman and Non-Executive Directors was conducted by the Independent Directors. Based on the evaluation, the Board acknowledged and appreciated the contributions of all Directors in enhancing the Companys governance and overall performance.

VIII. DIRECTOR REMUNERATION POLICY

The Remuneration Policy of the Company is hosted on the website of the company at the following weblink: https://sunshieldchemicals.com/wp-content/uploads/2021/12/Remuneration-Policy. pdf

IX. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. CNK & Associates LLP, Chartered Accountants, Statutory Auditors, in their report and by M/s. Naithani & Shetty Associates, Company Secretaries, in their Secretarial Audit report.

X. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their information.

A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Since there are no material related party transactions and also all the transactions with related parties are at arms length and in the ordinary course of business, no transactions are required to be reported in Form AOC – 2. Note No. 35 in the notes to financial statements provides the details of all the related party transactions.

The Related Party Transaction Policy is uploaded on the companys website at https://sunshieldchemicals.com/wp-content/ uploads/2026/02/RPT-Policy.pdf

XI. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report.

XII. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act 2013 and Regulation 22 of Listing Regulations. The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Companys Code of Conduct and/or Ethics Policy. There have been no instances of denying any personnel seeking access to the Chairman of the Audit Committee The details of the policy have been disclosed on the Companys website at https://sunshieldchemicals.com/wp-content/ uploads/2024/04/Whistle-Blower-Policy.pdf

XIII. CORPORATE GOVERNANCE

Detailed report on the Corporate Governance, forms part of this Report. A certificate from M/s. Naithani & Shetty Associates, Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of Listing Regulations is annexed to the said Report.

6. BOARD OF DIRECTORS COMPOSITION

The composition of the Board of Directors of the Company is in complete conformity with the requirements of Listing Regulations and Companies Act 2013. The details of the Board of Directors, as on date of this report are as under:

Sr. no. Name of Director	Category of Directorship
1. Dr. Maya Parihar Malhotra	Non-Executive Chairperson and Woman Director
2. Mr. Cyrus Poonevala	Non-Executive Independent Director
3. Prof. Aniruddha Pandit	Non-Executive Independent Director
4. Mr. Mukesh Malhotra	Non-Executive Independent Director
5. Mr. Jeet Malhotra	Managing Director & CEO
6. Dr. Anand Parihar	Non-Executive Director

The composition of the Board represents an optimal mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective strategic guidance to the business. None of the Directors on the Board is a Director in more than 10 public companies or is a Member in more than 10 committees or Chairperson of more than 5 committees. And none of the Independent Directors serves as an Independent Director in more than 7 listed entities.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive, and Independent Directors.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Dr. Anand Parihar (DIN: 00513109) will retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offer himself for reappointment. The Board recommends his reappointment.

Reappointment of Independent Director:

Mr. Cyrus Poonevala was appointed as an Independent Directors for a term of 5 years and his term ends on 14^th January 2027. Mr. Poonevala is eligible for re-appointment for another term of five consecutive years subject to approval of the Members by Special Resolution. Mr. Poonevala has consented to his re-appointment and confirmed that he is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Companies Act, 2013.

Based on the performance evaluation of the Independent Directors, the Nomination & Remuneration Committee and the Board of Directors of the Company at their Meetings held on 13^th May 2026 have recommended the re-appointment of Mr. Cyrus Poonevala as an Independent Director for a second term of five consecutive years effective from 15^th January 2027. During his tenure of appointment, he shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

Completion of term of Mr. Ajit Shah (DIN: 02396765), Non-Executive Independent Director

During the year under review, Mr. Ajit Shah (DIN: 02396765) completed his second term of 5 (five) consecutive years as an Independent Director of the Company on the close of business hours of 19^th October 2025. Accordingly, he ceased to be a Director of your Company and member of various Board Committee(s) on the close of Business hours on 19^th October 2025. The Board would like to place on record its sincere appreciation for the valuable contributions made by Mr. Ajit Shah over the course of his tenure, spanning more than a decade, and for his significant role in the growth and transition of the Company.

None of the Directors is disqualified from being appointed as Director as specified in Section 164(2) of the Companies Act, 2013. Note on the background of the Director proposed for reappointment is given as an annexure to the Notice, which forms part of this Annual Report.

Key Managerial Personnel

Pursuant to Sections 2 (51) and 203 of the Companies Act 2013, Mr. Jeet Malhotra, Managing Director and CEO, Mr. Ashish Agarwal CFO and Mr. Amit Kumashi Company Secretary of the Company are designated as Key Managerial Personnel of the Company.

8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the induction of a Director on the Board, the Managing Director and the management team brief the incoming Independent Director about the Company, its line of business, and the composition of the present board, organization chart etc. The appointment letter issued to the Independent Directors outlines their roles, functions, and responsibilities, along with their fiduciary duties, the code of conduct, and the performance evaluation process, ensuring clarity on their expectations and contributions as Independent Directors.

Independent Directors are granted the right to access necessary information and documents to enable them to gain a thorough understanding of the Company and its various operations, thereby ensuring effective participation in Board discussions and decision-making.

9. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacted the going concern status and Companys operations in future.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company confirm that: (a) in the preparation of the annual Financial Statements for the financial year ended 31^st March 2026, the applicable accounting standards have been followed and there are no material departures from the same; (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 your Company as at 31^st March 2026 and of the profit of your Company for the said period; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a ‘going concern basis; (e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively and; (f) proper systems to ensure compliance with the provisions of all applicable laws were devised and as certified by the internal auditors such systems were adequate and operating effectively.

11. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, REDRESSAL) ACT 2013

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 ("POSH"). The Company has zero tolerance on Sexual Harassment at workplace.

In compliance with the provisions of POSH and the Companies Accounts Rules, 2014, as amended, the internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. All employees (permanent, contractual, temporary, trainees and other stakeholders) are covered under this policy. The following is the summary of sexual harassment complaints received and disposed off during the Financial Year 2025-26:

Number of Complaints of sexual harassment received during the period April 2025 to March 2026	Number of complaints disposed off during the period April 2025 to March 2026	Nature of action taken by the employer
NIL	Not applicable	Not applicable

12. DISCLOSURE WITH RESPECT TO THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT 1961 As required under Rule 8(5) (xiii) of the Companies (Accounts) Rule, 2014, the Company affirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961, during the year.

13. SECRETARIAL STANDARDS

The Company complies with applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31^st March 2026.

14. FRAUD REPORTING BY AUDITORS

As required under Section 134(3) (ca) of the Companies Act, 2013, the Directors confirm that there were no instances of fraud reported by the Auditors.

15. AUDITORS Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101961W /W100036) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 36^th AGM of the Company held on 25^th August 2023 to hold office from the conclusion of the said Meeting till the conclusion of the 41^st AGM to be held in the year 2028. The Statutory Auditors have given confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

Cost Auditors

As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant. The Company has maintained the Cost Records as prescribed under the Companies (Cost Records and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee has appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 000294) as the Cost Auditors of the Company for financial year 2026-27 under Section 148 and all other applicable provisions of the Companies Act, 2013.

M/s. Kishore Bhatia & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that the appointment meets with the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included at Item No. 4 of the Notice convening the AGM.

The Cost Audit Report for the Financial Year ended 31^st March 2025 was filed with the Ministry of Corporate Affairs on 2^nd August 2025 within the stipulated time mandated in the Companies (Cost Records & Audit) Rules, 2014, as amended.

Secretarial Auditors

M/s. Naithani & Shetty Associates (Firm Registration No. P2025MH103800) were appointed as Secretarial Auditors of the Company for a period of five consecutive years at the 38^th AGM of the Company held on 14^th July 2025 to hold office from the conclusion of the said Meeting till the conclusion of the 43^rd AGM to be held in the year 2030. The Secretarial Auditors have given confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Secretarial Auditors. The remuneration payable to the Secretarial Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee. The Report of the Secretarial Auditor for financial year 2025-26 which is unmodified is appended to this Report as Annexure III.

Internal Auditors

M/s. Nikhil Narkar & Associates, Chartered Accountants have conducted internal audits periodically and submitted their reports. Their Reports have been reviewed by the Audit committee from time to time.

16. PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading Regulations) 2015, as amended from time to time, to preserve the confidentiality and prevent misuse of unpublished price sensitive information (UPSI)/Leak of UPSI, the Company has adopted a Code of Conduct for Insider Trading for prohibition of Insider trading which was revised and approved by Board, for Promoters, Members of Promoter group, Directors, Designated Person/ Employees, their immediate relatives, and substantial shareholders in the listed Company. This policy also provides for periodical disclosures from the designated persons as well as pre-clearances of transactions by such persons.

17. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to Regulation 17 of the Listing Regulations, for the financial year 2025-26 is given in Annexure IV.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans, Guarantees or made investments under Section 186 of the Companies Act, 2013

19. DEPOSITS

There are no deposits outstanding as on 31^st March 2026 and that Company has not accepted any deposits from public / members under Section 73 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

20. SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary or associates or joint ventures as on the date of this report.

21. EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as Annexure V.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of managerial personnel of your company is available for inspection by the members at registered office of the company during business hour on working days up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent. There were no employees who were drawing remuneration exceeding 1.02 Crores per annum.

22. ENVIRONMENT, HEALTH AND SAFETY

Your Company recognizes importance of Health and Safety of its employees and its neighbourhood. Regular Safety Audits are being conducted. Your Company has adopted a Health, Safety and Environment Policy, which applies to all employees and other stakeholders. The Company ensures safe, healthy and eco-friendly environment at its plant and surrounding area. The Company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings.

23. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT

The provision pertaining to transfer of shares on which dividend was unclaimed/unpaid for seven years to Investor Education and Protection Fund Authority will be applicable to the Company in the year 2029.

24. APPRECIATION

Your Directors place on record their sincere appreciation of the wholehearted support extended by the Companys bankers, business associates, employees union, shareholders, auditors and various statutory authorities, both, central and state Government.

The accompanying Annexures I to V form an integral part of this Director Report.

For and on behalf of the Board of Directors

Dr. Maya Parihar Malhotra

Chairperson

DIN 00302976

Mumbai, 13th May 2026