Welspun Specialty Solutions Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 44 th Annual Report along with the Audited Financial Statements of the Company for the Financial year ended March 31, 2026.

FINANCIAL RESULTS

(Rs. in lakhs)

	FY 2025-26	FY 2024-25
Sales and other income	90,419	74,909
Profit/(Loss) before interest, depreciation and exceptional items	6,488	5,616
Finance Costs	2,581	4,397
Depreciation and Amortisation Expenses	1,671	1,619
Profit/(Loss) before exceptional items and tax	2,236	(400)
Profit/(Loss) before tax	2,236	(400)

OPERATIONS

Operations of the Company were as under:

Particulars	FY 2025-26			FY 2024-25
	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales (Rs. in lakhs)	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales (Rs. in lakhs)
Pipe	5,055	5,236	27,277	4,731	4,807	26,208
Steel	41,085*	27,245	59,898	29,989*	18,860	45,536
Others	-	-	1,445	-	-	628
Total	46,140	32,481	88,620	34,720	23,667	72,372

*Includes produced for Captive Consumption

By focusing on the core competencies and emphasising on value over only volume, the Company could perform satisfactorily in the FY 2025-26.

The Company continued to face many challenges during FY 2025-26 as well. Global markets continued slowness with tepid demand ever since US tariff actions leading to caution and volatility. The expansion of U.S. trade restrictions from targeted sectoral measures to broader reciprocal tariffs has introduced structural disruptions to cross-border trade flows. Also, the markets got significantly impacted more by ongoing and renewed geo political situation than the traditional cyclical demand supply situation. This resulted into further market volatility & uncertainty and elevated energy costs. At this backdrop we continued to focus on our core competencies.

Your Company maintains its continued focus on strengthening its position in the domestic market with consistent thrust on value over volume. The combined investment in the strategic sectors viz. energy, defence, space, oil & gas, petrochemicals, engineering, public infrastructure etc., along with a strong emphasis on domestic manufacturing through the Make in India initiative, has been driving demand within the country. This growth-oriented spending is expected to persist and intensify in the future, offering significant potential benefits to the Companys business.

MAJOR HIGHLIGHTS OF FY 2025-26

B Company added 43 new customers during FY 2025-26

B New bright bar project has been installed and currently under stabilization

b AS9100D accreditation for aerospace application

z IBR accreditation for Alloy steel bars and tubes

B Norsok M650 certification received

B Grade T91 Tube for boilers developed and supplied

B Development order by Nuclear Power Corporation of India Limited (NPCIL) for prestigious steam generator tubes of Nickel Alloy 800H. Currently under development

B Renewable electricity proportion increased from 31% in FY 2024-25 to 58% during FY 2025-26 (>70% in Q4 FY 2025-26)

Our strategic priorities remain centered on continuous improvement in operational performance and efficiency, addressing the evolving needs of our customers, and maintaining our position as an early mover in emerging opportunities. We are also firmly committed to expanding our customer base across both established markets and new geographies.

While the external environment remains challenging, we remain confident in our strategic direction. Our deep customer relationships, integrated solutions, innovation & technology upgradation, focus on balance sheet and business agility position us well to navigate near-term headwinds and continue delivering sustainable, long-term value to all our stakeholders.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026, was Rs. 5,65,00,00,000/- (Rupees Five Hundred and Sixty Five Crore Only) divided into: (i) 85,00,00,000 (Eighty Five Crore) Equity Shares of Rs. 6/- (Rupees Six Only) each and (ii) 5,50,00,000 (Five Crore Fifty Lakh) Preference Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the Company has redeemed 5,09,04,271, 12% Non-cumulative redeemable preference shares of Rs. 10/- each out of the proceeds of the Rights Issue of the Company for the total consideration of Rs. 27,00,00,000 (Rupees Twenty Seven Crore). Post redemption, the issued and paid up preference share capital of the Company stood at Nil.

Consequently, the issued, subscribed and paid up share capital of the Company as on March 31, 2026, stood at Rs. 397,56,68,670/- (Rupees Three Hundred Ninety Seven Crore Fifty Six lakhs Sixty Eight Thousand Six Hundred Seventy only) comprising of 66,26,11,445 (Sixty Six Crore Twenty Six lakhs Eleven Thousand Four Hundred Forty Five) equity shares of Rs. 6/- (Rupees Six only) each fully paid up.

Your Company does not have any equity shares with differential rights and hence disclosures as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required. Further, your Company has not issued any sweat equity shares and hence no disclosure is required under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

DIVIDEND

With a view to maintain sufficient funds for working capital and growth of business, your Directors do not recommend any dividend for the financial year ended March 31, 2026.

DIVIDEND DISTRIBUTION POLICY

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), the Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Dividend Distribution Policy is available on the Companys website at .

TRANSFER TO RESERVES

During the year under review, the Company did not transfer any amount to the general reserves.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have subsidiary, associate and joint ventures companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Board of Directors:

Appointment/Re-appointment of Directors

During the year, the following changes took place in the Board of Directors

i. Mr K. H. Viswanathan (DIN: 00391263)

Mr K H Viswanathan has been re-appointed as an Independent Director of the Company for a second term of four consecutive years commencing from April 27, 2026 upto April 26, 2030.

ii. Ms Amita Misra (DIN: 07942122)

Ms Amita Misra has been re-appointed as an Independent Director of the Company for a second term of four consecutive years commencing from April 27, 2026 upto April 26, 2030.

The expertise and experience of Mr. K. H. Viswanathan and Ms. Amita Misra are provided in the report on Corporate Governance which forms part of this Annual Report.

Further, in accordance with the provisions of the Companies Act, 2013 (the Act), and the Articles of Association of the Company, Mr. Prakashmal Tatia (DIN: 06559106), Non-Executive Non-Independent Director retiring by rotation at the forthcoming Annual General Meeting of the Company and being eligible for re-appointment he has been recommended for re-appointment, by the Board.

The expertise and experience of Mr. Prakashmal Tatia, is provided in the Report on Corporate Governance which forms part of this Annual Report.

Details about the Director being re-appointed are given in the Notice of the ensuing AGM which is being send to the members along with the Annual Report.

b. Key Managerial Personnel:

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company:

i. Mr. Anuj Burakia, CEO & Whole Time Director

ii. Mr. Navin Agarwal, Chief Financial Officer

iii. Ms. Dipti Modi, Company Secretary & Compliance Officer

Details of changes in the Key Managerial Personnel of the Company during the year are as under:

i. Mr Suhas Pawar

Mr Pawar has resigned from the position of Company Secretary & Compliance Officer of the Company with effect from March 20, 2026.

ii. Ms Dipti Modi

Ms Modi was appointed as the Company Secretary & Compliance Officer of the Company with effect from April 30, 2026.

Declaration by Independent Directors:

Your Company has received declarations from all the independent Directors, confirming that:

they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations;

They are not aware of any circumstances or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence; and they have registered their names in the Independent Directors Databank.

Your Companys Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in Corporate Governance, Compliance, Financial Literacy, General Management, Human Resource Development, Industry Knowledge, Technology, Digitisation & Innovation and they hold highest standard of integrity. Please refer the disclosure made in the Report on Corporate Governance which forms part of this of this Annual Report.

Shareholding of the Directors:

The details of shareholding of the Directors are provided in the Report on Corporate Governance which forms part of this Annual Report.

Annual Evaluation of Board, its Committees and Directors:

The performance evaluation of the Board of Directors, its Committees and of Individual Directors were conducted by the entire Board (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration SEBIs guidance note on board evaluation and inputs received from the Directors, covering various aspects of the Boards functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the Directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions and governance.

For the financial year 2025-26, the annual performance evaluation was carried out by the Directors, which included evaluation of the Board, Independent Directors, Non-Independent Directors, Executive Director, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory to the Board.

Nomination and Remuneration policy:

Your Company has in place a policy for remuneration to the Directors, the Key Managerial Personnel and the Senior Management Personnel, as a well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board.

The Nomination and Remuneration Policy broadly lays down the guiding principles and the basis for payment of remuneration to the executive and non-executive Directors (by way of sitting fees), the Key Managerial Personnel and the Senior Management Personnel.

The Nomination and Remuneration policy of your Company, as formulated by the Nomination and Remuneration Committee of the Board is available on your Companys website at .

Meeting of the Board of Directors:

The Board of your Company met 5 (five) times during the year to deliberate on various matters. The meetings were held on April 29, 2025, May 16, 2025, July 22, 2025, October 27, 2025 and January 23, 2026.

Further details are provided in the Report on Corporate Governance, which forms part of this Annual Report. Committees of the Board of Directors:

The Board Committees play a crucial role in the governance structure of your Company and have been constituted to deal with specific area/activities as mandated by applicable regulations; which concern your Company and need a closer review. Majority of the Members constituting the Committee are Independent Directors and each Committee is guided by its Charter of Terms of Reference, which provides for the composition, scope, power and duties and responsibilities. The Chairperson of the respective Committees informs the Board about the summary of the discussions held in the Committee meetings. The minutes of the Meetings of all Committees are placed before the Board for review and noting.

During the year, all recommendations of the Committees of the Board have been accepted by the Board.

I nformation on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Risk Management Committee, the ESG & CSR Committee, and details of meetings of those committees held during the year under review are provided in the Report on Corporate Governance which forms part of this Annual Report.

DISCLOSURE AS PER SECTION 197(12) AND RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Independent Directors are paid sitting fees at a fixed rate per meeting of the Board or the Committees attended by them and as such the same cant compare with the remuneration to the employees.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year	Mr. Anuj Burakia, CEO & WTD is 1:74
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:	Anuj Burakia	CEO & WTD	1.15%
	Navin Agarwal	CFO	NA*
	Suhas Pawar	CS	NA#
(iii) The percentage increase in the median remuneration of employees in the financial year:	Median remuneration increased by 1.90 %.
(iv) The number of permanent employees on the rolls of company	736 as on March 31, 2026
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:	The average increase in remuneration of employees excluding KMP in last financial year was 19.8%. The remuneration of the KMP is decided based on the individual performance as well as performance of the Company, inflation, prevailing industry trends and benchmarks.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the year ended March 31, 2026, was as per the Nomination and Remuneration Policy of the Company.

*The Percentage increase in remuneration has not been considered comparable and accordingly not disclosed for Key Managerial Personnel who were appointed during part of the previous financial year, as their remuneration for that year was for a part of the year only, whereas the remuneration for the financial year 2025-26 pertains to the full year.

# Ceased to be Company Secretary w.e.f. March 20, 2026.

PARTICULARS OF EMPLOYEES

The details of employees of the Company drawing remuneration as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is made available on the website of the Company at .

The Annual Report is being sent to the shareholders excluding the aforesaid statement. Shareholders interested in obtaining this information may access the same from the Companys website. In accordance with section 136 of the Act the statement is available for inspection by shareholders through electronic mode.

EMPLOYEE STOCK OPTIONS SCHEME

The Company has not granted stock options during the year under review. The disclosures in Compliance with the Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are available on the website of the Company at .

A Certificate from M/s. MNB & CO LLP, Company Secretaries, Secretarial Auditors of the Company with respect to the implementation of Welspun Employee Stock Option (Senior Management Personnel) plan 2018 will be available at the ensuing Annual General Meeting (AGM) for inspection by the Members.

DEPOSITS

Your Company has not accepted any deposit within the meaning of the Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 is placed on the website of the Company and can be accessed at

DETAILS OF RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at arms length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions is placed before the Audit Committee on a quarterly basis for its review. There are no material transactions with any related party as defined under section 188 of the Act, read with Companies (Meeting of Board and its Powers) Rules 2014. Accordingly, the disclosure of Related party transactions as required under section 134(3)(h) of the Act in form AOC-2 is not applicable.

The Companys policy on Related Party Transactions as approved by the Board is uploaded on the Companys website

Save and except as disclosed in the financial statements, none of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31, 2026, are given in Notes No. 39 to the Financial Statements, forming part of this Annual Report.

AUDITORS AND AUDIT REPORTS

a. Statutory Auditors:

M/s. BSR & Co. LLP, Chartered Accountants (Firm Reg. No.101248W/W-100022), were appointed as the Statutory Auditors of the Company to hold office for the first term of five consecutive years from the conclusion of the Forty Second Annual General Meeting until the conclusion of the Forty Seventh Annual General Meeting of the Company.

The Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers

b. Internal Auditors:

Pursuant to the provisions of section 138 of the Act, read with the Companies (Account) Rules 2014 and based on the recommendation of the Audit Committee, your Company has appointed M/s. Deloitte Touche Tomastu India LLP as the Internal Auditors of your Company for the Financial year 2026-27.

c. Cost Auditors:

The Company maintains cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. As per Section 148 of the Act, the Board of Directors have appointed M/s. Kiran J. Mehta & Co, Cost Accountants, (Firm Registration No.000025) as the Cost Auditors for the financial year 2026-27 at a remuneration of Rs. 1,25,000/- p.a. on the recommendations of the Audit Committee.

The Board recommends ratification of the remuneration payable to the Cost Auditors for the year ending on March 31, 2027 by the Members at the ensuing Annual General Meeting.

The Cost Auditors Report for the Financial year 2025-26 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company pursuant to Section 143(12) of the Act. The Cost Audit Report for the financial year 2024-25 was e-filed on August 13, 2025. The Cost Audit Report for the financial year 2025-26 will be filed with the Ministry of Corporate Affairs, Government of India, within the statutory timeline.

d. Secretarial Auditors:

The Shareholders had appointed M/s. MNB & Co LLP, Company Secretaries (Certificate of Practice Number: 9703; FCS 8242) Peer Reviewed Company Secretary, as the Secretarial Auditor of the Company for a period of five years, commencing on April 01, 2025, until March 31, 2030 in accordance with the provisions of Section 204 of the Act and rules made thereunder read with Regulation 24A of the SEBI Listing Regulations, 2015. The Secretarial Audit Report issued by the Secretarial Auditors for the Financial year 2025-26 is annexed to this report as Annexure I .

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under Section 143(12) of the Act.

Secretarial Standards

During the year, your Company is in compliance with the applicable Secretarial Standards specified by the Institute of Company Secretaries of India.

Reporting of Frauds by the Auditors

During the year under review, the Statutory Auditors, the Cost Auditors, the Internal auditors and the Secretarial Auditors have not reported and instance of fraud committed in your Company by its Officer or Employees to the Audit Committee under Section 143(12) of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not made any investment nor given any loan or provide any guarantee / security for repayment of loan under Section 186 of the Act.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has established a mechanism for directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud, or violation of your Companys Code of Conduct. It also provides adequate safeguards against the victimisation of employees, who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

The details of the Vigil Mechanism are also provided in the Report on Corporate Governance, which forms an integral part of this Annual Report. The policy on establishment of Vigil Mechanism for directors and employees is available on your Companys website, link of which is provided in the Report on Corporate Governance forming part of this Annual Report.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo required pursuant to section 134(3) (m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given below.

During year under review, the Company has taken various initiatives to conserve energy and improve technology being used for production as discussed in detail hereunder. This has helped the Company in its journey on moving up the value chain.

A. Conservation of Energy

(i) the steps taken or impact on conservation of energy;

The following are measures taken during the year under review:

(ii) the steps taken by the Company for utilising alternate sources of energy;

The Company has signed agreement for procurement of hybrid (solar +wind) power supply. In FY 2025 Company utilised 58 % Hybrid units against total power consumption.

(iii) the capital investment on energy conservation equipment;

Energy conservation equipment were added to the production facility during the year under review with approximate cost Rs. 13.71 lakhs

B. Technology Absorption:

(i) the efforts made towards technology absorption;

Caster SCADA upgradation	Temperature base rolling in mill based on grade	Automatic powder feeding in caster
- m	- m mm
Introduce double piece cutting instead of single piece upto 178 Dia	Improvised titanium feeding process in SMS for improve quality	Developed cutting tool in bright bar upto 15mm stock removal

Shot blasting introduce for product quality improvement

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

Following new grades developed in FY 2025-26

Nitronic 60 XM19 (High Strength) 12X1M P91 (tube and Pipe)

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

Introduced Auto Mould	Landgraf machine installed	Automatic caster powder
Level Control at caster	for increase production	feeding system

(iv) the expenditure incurred on Research and Development.

The products and process development are undertaken by the Company internally.

(v)Capacity Enhancement & Technological Upgradation:

2 no Peening machines installed for capacity enhancement	BHF Tank modification to cater polymer/water/ QT- Capacity increase from 3 MT to 9 MT
Induction of Landgraf Machine to increase productivity with reduced passes	Introduce double piece cutting instead of single piece upto 178 Dia

C. Foreign exchange earnings and outgo

(i) Foreign exchange earned in terms of actual inflows during the year;

FOB Value of exports Rs. 146 Crore (Previous Year Rs. 262 Crore).

(ii) Foreign exchange outgo during the year in terms of actual outflows;

Imports on CIF Basis/expenditure in foreign currency Rs. 158 Crore (Previous Year Rs. 56 Crore).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act, and the rules made thereunder, the Company undertakes initiatives aimed at contributing to social, environmental, and economic development.

During the financial year, the Company has incurred CSR expenditure amounting to Rs. 6.90 lakhs, which was spent on activities undertaken in accordance with the Companys CSR Policy and applicable statutory requirements.

Further, the Board of Directors at its meeting held on July 22, 2025 approved the renaming of the existing ESG Committee as the ESG and CSR Committee. The reconstituted ESG and CSR Committee has been entrusted with the responsibility to discharge all the duties and functions of the CSR Committee as prescribed under Section 135 of the Act, and the related CSR Rules. The ESG and CSR Committee is chaired by Mr. K H Viswanathan, Independent Director. The other members of the Committee are Mr. M Narayana Rao and Mr. Anuj Burakia.

The Committee shall continue to oversee the Companys sustainability initiatives while also monitoring, end reviewing guiding the implementation, monitoring, and reporting of CSR activities.

The CSR Policy, detailing the activities undertaken by the Company, is available on your Companys website at https://

A report on CSR expenditure is annexed to this Report as Annexure II .

CORPORATE GOVERNANCE

Your Directors re-affirm their continued commitment to the best practices of Corporate Governance. Corporate Governance principal form an integral part of the core values of your Company. Your Company is in compliance with the provisions relating to Corporate Governance.

The Report on Corporate Governance for the year in compliance with Regulation 34 of the SEBI Listing Regulations, is presented in a separate section, and forms an integral part of this Annual Report.

A certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is attached to this report as Annexure III .

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year, as stipulated under SEBI listing Regulations is presented in a separate Section and forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Regulation 34(2)(f) of the SEBI Listing Regulations, a separate section on Business Responsibility and Sustainability Report describing the initiatives taken by your Company from Environmental, Social and Governance perspective forms an integral part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management, and after due enquiry, hereby confirm that:

a) i n the preparation of the annual accounts for the financial year ended March 31, 2026, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of your 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 the 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;

e) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee in compliance with the SEBI Listing Regulations. The details of this Committee and its terms of reference are set out in the Report on Corporate Governance which forms part of this Annual Report.

The Board has approved Risk Management Policy (RMP) to effectively address financial, operational, compliance and strategic risk. A structured enterprise risk management programme has been formulated and implemented. The Risk Management Committee was formed and adopted its charter to periodically review the risk management process, risks and mitigation plans and provide appropriate advice in the improvement areas, if any, identified during the review.

Please refer to the Management Discussion and Analysis section attached to this Report for risks and threats relevant to the Company.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

In terms of the Regulation 25(7) of the SEBI Listing Regulations, your Company organized various familiarization programmes for its Directors including Industry Outlook, Presentations on Internal Control over Financial Reporting, Regulatory updates, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit etc.

The details of familiarisation programmes conducted for Independent Directors are disclosed on the website of the Company at: .php .

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace. Your Company has adopted a policy on Prevention, Prohibition and redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder.

Your Company has constituted Internal Complaints Committee (ICC) to redress and resolve any complaints arising under POSH Act.

The ICC comprises of internal as well as external members.

There were no complaints pending at the beginning of the year. During the year, your Company has not received any complaints under POSH Act. Your Company is committed to providing a safe and conducive work environment to all its employees and associates.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT

During the year under review the Company has complied with the provisions of the Maternity Benefit Act 1961. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation of Section 134(5) (e) of the Act, the SEBI Listing Regulations and other relevant statutes applicable to the Company. The executive management and Internal Auditors continuously monitors the efficiency of the internal controls / compliance, with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisations risk management, control and governance processes. For the year ended March 31, 2026, the Board is of the opinion that the Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Also refer paragraph under caption internal control system in Management Discussion and Analysis forming part of this report.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology specialists.

MISCELLANEOUS

During the year under review,

& There was no change in the general nature of business of the Company;

n No material change or commitment has occurred which would have adversely affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report;

B No fraud took place in the Company during the year under review and hence, no such reporting was made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014;

B No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Companys operations in future;

n There was no revision in the financial statements.

B There was no instance of one-time settlement with any Bank or Financial Institution.

B There are no agreements defined under clause 5A of paragraph A of part A of schedule III of the SEBI Listing Regulations that are binding on the Company.

B No application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year under review.

SAFETY

The Company conducts regularly Safety audit through competent authorities for its manufacturing facility located at Jhagadia, Bharuch, Gujarat. The Company also organises various safety awareness programmes to impart safety training to its employees.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and cooperation extended to the Company by financial institutions, banks, statutory and regulatory authorities, customers, suppliers and other agencies engaged with the Company. Your Directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

For and on behalf of the Board of Directors
Balkrishan Goenka	Anuj Burakia
Chairman	CEO & Whole-Time Director
DIN: 00270175	DIN: 02840211
Place: Mumbai
Date: April 30, 2026