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ASAHI SONGWON COLORS LTD.

13 November 2026 | 12:00

Industry >> Dyes & Pigments

Select Another Company

ISIN No INE228I01012 BSE Code / NSE Code 532853 / ASAHISONG Book Value (Rs.) 246.39 Face Value 10.00
Bookclosure 23/09/2026 52Week High 414 EPS 15.92 P/E 22.84
Market Cap. 428.58 Cr. 52Week Low 180 P/BV / Div Yield (%) 1.48 / 0.41 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors' take pleasure in presenting their 36th Annual Report on the business and operations of the Company together
with the Audited Financial Statements both Standalone and Consolidated for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The Company's standalone and consolidated financial performance for the year ended March 31, 2026 is summarised
below:

Particulars

Standalone

Consolidated

2025-2026

2024-2025

2025-2026

2024-2025

Revenue from Operations

34,413.90

39,022.47

53,547.65

56,235.84

Other Income

1,049.49

792.79

670.37

404.34

Total Income

35,463.39

39,815.27

54218.02

56,640.18

Profit before Depreciation, Finance Cost, Exceptional Item and
Tax Expenses

4,564.65

5,237.70

5,652.75

6,021.44

Less: Depreciation

979.44

1,017.15

1,872.45

1,877.38

Less: Finance Cost

463.50

754.36

1,224.15

1,646.51

Profit before Tax before Exceptional Item

3,121.71

3,466.19

2,556.15

2,497.55

Add: Exceptional Items

-

-

-

-

Profit before Tax (PBT)

3,121.71

3,466.19

2,556.15

2,497.55

Less: Tax Expenses

876.08

917.32

778.27

812.01

Profit after Tax (PAT)

2,245.63

2,548.87

1,777.88

1,685.54

Attributable to:

Owners of the Company

-

-

1,876.84

1,975.46

Non-Controlling Interest

-

-

(98.95)

(289.92)

Other Comprehensive Income/(Loss)

(77.99)

30.13

(63.65)

28.8

Total Comprehensive Income

2,167.64

2,578.99

1,714.24

1,714.34

Attributable to:

Owners of the Company

-

-

1,811.87

2,004.65

Non-Controlling Interest

-

-

(97.63)

(290.31)

Particulars

Standalone

Consolidated

2025-2026

2024-2025

2025-2026

2024-2025

Opening Balance in Retained Earnings

25,310.03

22,789.97

22,118.52

20,172.81

Amount available for appropriation

27,477.66

25,368.97

23,930.39

22,177.46

Less: Dividend (including Dividend Distribution Tax) on equity
shares

176.81

58.94

176.81

58.94

Closing Balance in Retained Earnings

27,300.85

25,310.03

23,753.58

22,118.52

BRIEF DESCRIPTION OF THE COMPANY'S
WORKING DURING THE YEAR/STATE OF
COMPANY'S AFFAIRS

a. Operational Review

During the year under review, the Company recorded
a stable performance across its three principal business
verticals, namely Phthalocyanine Pigments, Azo Pigments,
and Active Pharmaceutical Ingredients (API). The financial
year 2025-26 continued to remain challenging for the
industry due to geopolitical uncertainties arising from
ongoing international conflicts, increase in raw material and
logistics costs, subdued market demand, and lower order
inflows across certain segments. Despite these adverse
market conditions, the Company remained focused on
operational efficiency, cost control, customer retention, and
business stabilisation, which helped mitigate the overall
impact on performance.

The Phthalocyanine Pigments business, which continues to
be the Company's core segment, witnessed a substantial
improvement in operational performance during the year.
The impact of industry-wide destocking and subdued
demand conditions experienced in the previous financial
year gradually eased, resulting in higher plant utilisation
and improved operational efficiencies. Supported by stable
demand from domestic and export markets, along with
focused cost optimisation initiatives, the segment achieved
better production and sales performance during Financial
Year 2025-26. The Company continued to strengthen
its market position through operational discipline and
enhanced customer engagement.

The Azo Pigments segment also demonstrated a gradual
and steady recovery during the year under review.
Improved demand conditions, better capacity utilisation,
and ongoing process optimisation measures contributed
to enhanced operational performance compared to
the previous year. The Company continued its focus
on efficiency enhancement, product quality, and cost
management, which supported the overall recovery of the
segment. Strategic initiatives undertaken in this business
are expected to support sustainable growth and improved
profitability in the coming years.

The Active Pharmaceutical Ingredients (API) business
recorded steady operational growth during Financial Year
2025-26 and continued to strengthen its contribution to
the Company's diversified business portfolio. The segment
benefited from increased operational scale and improved

process efficiencies during the year. However, profitability
margins remained under pressure owing to competitive
market conditions and pricing challenges within the
industry. The Company continued to focus on regulatory
compliance, product quality, operational efficiency, and
customer development initiatives to strengthen its position
in the API business and support long-term growth.

b. Performance review

On a standalone basis, the Company recorded revenue
from operations of
' 34,414 lakh for the financial year
ended March 31, 2026, as compared to
' 39,022 lakh in
the previous year. The Company achieved an EBITDA of
' 4,565 lakh during the year, with an EBITDA margin of
13%, reflecting improved operational efficiency and cost
optimisation measures.

The Profit After Tax (PAT) for the financial year stood at
' 2,246 lakh as against ' 2,549 lakh in the previous year.

On consolidated basis

On a consolidated basis, the Company recorded revenue
from operations of
' 53,548 lakh for the financial year
ended March 31, 2026, as compared to
' 56,236 lakh in the
previous financial year. The business environment during the
year remained challenging due to subdued global demand,
geopolitical uncertainties, volatile raw material prices, and
disruptions arising from ongoing international conflicts and
adverse market conditions across key industries.

Earnings Before Interest, Taxes, Depreciation and
Amortisation (EBITDA) stood at
' 5,653 lakh during
Financial Year 2025-26 as against
' 6,021 lakh in Financial
Year 2024-25. The EBITDA margin remained at 11% during
the year, supported by operational efficiencies, improved
capacity utilisation, and disciplined cost management
initiatives despite the challenging market environment.

Profit After Tax (PAT) for the year stood at ' 1,778 lakh
as compared to
' 1,686 lakh in the previous year. The
improvement in profitability was achieved despite persistent
pressure on margins, elevated depreciation and finance
costs, and continued uncertainty in global and domestic
markets.

c. Exports

During the year under review, the Company's standalone
exports stood at
' 23,788 lakh as compared to ' 24,795
lakh in the previous financial year. Export markets remained

challenging and unsteady during the year due to
geopolitical tensions, including the ongoing conflict
involving Iran, continued economic uncertainties across
European markets, volatility in global demand, and the
impact of changing tariff structures and trade policies in
certain international markets.

Despite these challenging conditions, the Company
continued its efforts to strengthen its presence in
international markets through its quality product portfolio,
long-standing customer relationships, and customer-centric
approach. The Company remains committed to expanding
its global footprint and exploring opportunities across key
export destinations while maintaining focus on operational
efficiency and sustainable growth.

DIVIDEND

The Board of Directors, at its meeting held on May 26,
2026, has recommended a final dividend of
' 1.50 per
equity share, i.e. 15% of the face value of
' 10 each, for the
financial year ended March 31, 2026. The payment of the
said dividend is subject to the approval of the Members at
the ensuing 36th Annual General Meeting ("AGM") of the
Company.

In the previous financial year, the Company had declared
and paid a final dividend of
' 1.50 per equity share, i.e. 15%
of the face value of
' 10 each. If approved by the Members
at the ensuing AGM, the total outgo towards the final
dividend for the financial year 2025-26 would amount to
approximately
' 177 lakh.

In accordance with the applicable provisions of the Income-
tax Act, 1961, dividend income is taxable in the hands of the
shareholders. Accordingly, the Company shall deduct tax
at source ("TDS"), wherever applicable, at the prescribed
rates before making payment of the dividend.

The recommended dividend is in accordance with
the Dividend Distribution Policy of the Company,
formulated pursuant to Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). The Dividend Distribution Policy is annexed
to this Report as
Annexure "F" and is also available on the
Company's website at
www.asahisongwon.com.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year under review, unclaimed/unpaid dividend
of which was lying in the Unpaid Dividend Account for
the Financial Year 2017-18, pursuant to the provisions of
Section 124(5) of the Companies Act, 2013 ("the Act"), was
transferred to IEPF. The Company has transferred 241 equity
shares, in respect of which dividend(s) have not been claimed
for seven consecutive years, to IEPF Authority. The details
of unpaid or unclaimed dividend(s) & shares transferred to
IEPF during the year, pursuant to the applicable provisions
of the Act, read with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 and the dividend(s) which
are due for transfer to IEPF in the forthcoming years, are
provided in the Report of Corporate Governance forming
part of this Report.

Details of Nodal Officer

The details of the nodal officer appointed by the Company
under the provisions of IEPF is available on the website of
the Company at
www.asahisongwon.com

TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to
the General Reserve for the financial year March 31, 2026

CHANGE IN THE NATURE OF BUSINESS, IF
ANY

There was no change in the nature of business of the
Company during the financial year ended March 31, 2026,
and the Company continued to operate in its existing line
of business.

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

There have been no material changes or commitments
affecting the financial position of the Company between
the end of the financial year ended March 31,2026, and the
date of this Report.

SHARE CAPTIAL

a. Issue of equity Shares with differential rights

The issued, subscribed, and paid-up equity share capital of
the Company as on March 31, 2026, stood at
' 1,178.73
lakh, comprising 1,17,87,262 equity shares of
' 10 each.
During the year under review, the Company did not issue
any equity shares with differential rights as to dividend,
voting, or otherwise.

b. Issue of sweat equity shares

During the year under review, the Company has not issued
any sweat equity shares.

c. Issue of employee stock options

During the financial year under review, the Company has not
granted any employee stock options under Section 62(1)
(b) of the Companies Act, 2013, read with the applicable
Rules framed thereunder, or under Regulation 14 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

d. Debentures

During the financial year under review, the Company did
not issue any debentures in accordance with the provisions
of Section 42 of the Companies Act, 2013, read with Rule 14
of the Companies (Prospectus and Allotment of Securities)
Rules, 2014. Further, no debentures were redeemed during
the financial year 2025-26.

ANNUAL RETURN

Pursuant to the provisions of Section 92 and Section 134(3)
(a) of the Companies Act, 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company for the financial year
ended March 31, 2026, in Form MGT-7, is made available
on the Company's website at
www.asahisongwon.com. in
compliance with the statutory disclosure requirements.

LISTING

As at March 31, 2026, all 1,17,87,262 equity shares of the
Company continued to be listed on BSE Limited ("BSE")
and National Stock Exchange of India Limited ("NSE").

The Company has duly paid the Annual Listing Fees to both
the Stock Exchanges for the financial year 2026-27.

FINANCIAL STATEMENTS

Pursuant to the applicable provisions of the Companies
Act, 2013 and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Annual Report for Financial Year
2025-26, comprising the financial statements, Directors'
Report, Management Discussion and Analysis and
Corporate Governance Report, is being disseminated to
the Members through permitted modes.

The Annual Report is also available on the Company's
website at
www.asahisongwon.com.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

During the year under review, the Company had three
subsidiary companies and one associate company.

Asahi Tennants Color Private Limited ("ATC")

Asahi Tennants Color Private Limited ("ATC") is a subsidiary
of the Company, with the Company holding 51% of its
equity share capital and the balance 49% being held by
Tennants Textile Colours Limited ("TTC"), Belfast, Northern
Ireland.

ATC operates a state-of-the-art manufacturing facility at
Dahej, Bharuch, Gujarat, engaged in the manufacture of

AZO pigments. TTC is a UK-based manufacturer of colour
dispersions with a presence in international markets.

Atlas Life Sciences Private Limited

As part of its strategic diversification into the pharmaceutical
sector, the Company acquired 100% equity share capital of
Atlas Life Sciences Private Limited ("Atlas") on March 26,
2024, making it a wholly owned subsidiary of the Company.

Atlas is engaged in the manufacture of Active Pharmaceutical
Ingredients (APIs), with a key focus on Pregabalin and other
API Intermediates. Its manufacturing facility is located at
Odhav, Ahmedabad, Gujarat, catering to domestic and
export markets.

Atlas Life Sciences (India) Private Limited

To strengthen its pharmaceutical manufacturing capabilities,
the Company incorporated Atlas Life Sciences (India) Private
Limited on April 28, 2022, as a wholly owned subsidiary,
with a focus on the manufacture of Active Pharmaceutical
Ingredients (APIs) and bulk drugs.

The manufacturing facility at Chhatral, Mehsana, Gujarat,
is operational and engaged in the manufacture of APIs
and intermediates, supporting the Company's backward
integration, capacity expansion and growth in the
pharmaceutical sector.

Plutoeco Enviro Association

Plutoeco Enviro Association is an associate company of the
Company, incorporated on October 27, 2020, as a Section
8 company under the Companies Act, 2013, operating as a
not-for-profit organisation.

The salient features of the financial statements of the
Company's subsidiaries and associate company, in Form
AOC-1, are annexed to the standalone financial statements
and form part of this Annual Report.

The Policy on Material Subsidiaries is available on the
Company's website at
www.asahisongwon.com.

There was no change in the status of the Company's
subsidiaries or associate company during the year under
review.

FINANCIAL POSITION AND PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES

In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014,
the financial highlights of the Company's subsidiaries and associate company for the financial year ended March 31, 2026,
are set out below:

Particulars

Asahi Tennants Colors
Private Limited

Atlas Life Sciences
Private (India) Limited

Atlas Life Sciences
Private Limited

2026

2025

2026

2025

2026

2025

Revenue from Operations

7871.10

7,067.47

5825.50

4,948.00

8813.55

9,315.46

Profit Before Tax

(242.72)

(713.42)

(230.65)

(468.60)

(103.72)

210.77

Profit After Tax

(201.95)

(591.67)

(191.47)

(419.65)

(85.86)

145.38


ANNUAL ACCOUNTS OF SUBSIDIARY
COMPANY

Pursuant to Section 136 of the Companies Act, 2013, the
audited financial statements of the Company's subsidiaries
are not annexed to the standalone financial statements.
The same are available on the Company's website at
www.
asahisongwon.com
and shall be provided to the Members
upon request. The financial statements are also available
for inspection at the Registered Office of the Company
and the respective registered offices of the subsidiaries, in
accordance with applicable provisions.

The Consolidated Financial Statements of the Company,
forming part of this Annual Report, incorporate the audited
financial information of its subsidiaries. The summary of key
financial highlights is provided in Form AOC-1, annexed as
Annexure - "A" to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Regulations 33 and 34 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Consolidated Financial Statements of the Company for
the financial year ended March 31, 2026, form part of this
Annual Report.

The Consolidated Financial Statements have been prepared
in accordance with the applicable Indian Accounting
Standards (Ind AS) and present the consolidated financial
position and performance of the Company and its
subsidiaries.

FINANCE AND INSURANCE

The Company has availed funded and non-funded credit
facilities, encompassing both working capital and term loan
requirements from State Bank of India, The Federal Bank
Limited, Axis Bank Limied and HDFC Bank Limited.

To ensure comprehensive risk coverage, the Company's
tangible assets including Plant, Property, Equipment, and
Inventories are secured under an Industrial All Risk (IAR)
insurance policy. Additionally, the Company maintains risk
management through supplementary insurance instruments
such as Public Liability Insurance, Marine Transit Coverage,
and a Commercial General Liability (CGL) Policy, thereby
safeguarding against contingencies arising from operational
exposures and third-party claims.

Furthermore, the Company has instituted a Directors and
Officers (D&O) Liability Insurance Policy to indemnify the
Directors and Senior Management against legal liabilities
and regulatory exposures arising from their governance
roles and fiduciary obligations.

CREDIT RATING

During the year under review, CARE Ratings Limited
reaffirmed and reviewed the credit ratings assigned to the
banking facilities of the Company. The long-term credit
facilities have been rated as CARE A; Positive, indicating
adequate safety with a stable outlook for obligations with a
tenure exceeding one year.

Further, the short-term credit facilities of the Company
have been assigned a rating of CARE A1, denoting a strong
degree of safety with timely servicing of financial obligations
for facilities with a tenure of up to one year.

These ratings reflect the Company's sound financial profile,
prudent risk management, and consistent operational
performance.

PUBLIC DEPOSIT

During the financial year under review, the Company has
neither accepted nor renewed any deposits from the public
within the meaning of Section 73 of the Companies Act,
2013, read with the Companies (Acceptance of Deposits)
Rules, 2014. Accordingly, there were no deposits or
amounts of principal or interest outstanding as at March
31, 2026.

BOARD OF DIRECTORS AND ITS
COMMITTEES
Composition of the Board of Directors

As at March 31,2026, the Board of Directors of the Company
comprised ten (10) Directors, including four (4) Executive
Directors, one (1) Non-Executive Non-Independent
Director and five (5) Non-Executive Independent Directors.
The composition of the Board is in compliance with the
requirements of Regulation 17 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 149 of the
Companies Act, 2013.

CHANGE IN OFFICE OF DIRECTORS AND
KEY MANAGERIAL PERSONNEL OF THE
COMPANY DURING THE YEAR UNDER
REVIEW AND DETAILS OF DIRECTORS
SEEKING RE-APPOINTMENT AT 36th
ANNUAL GENERAL MEETING
Directors liable to retirement by rotation
In accordance with the provisions of Section 152(6) of
the Companies Act, 2013 and pursuant to the Articles of
Association of the Company, Mrs. Paru M. Jaykrishna and
Mr. Gokul M. Jaykrishna, Directors, are liable to retire by
rotation at the ensuing 36th Annual General Meeting and,
being eligible, have offered themselves for re-appointment.
The Board of Directors recommends their re-appointment
for approval of the Members.

Profile of Directors seeking appointment/re-
appointment

In accordance with the stipulations prescribed under
Regulation 36(3) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the detailed particulars pertaining to
the Directors proposed to be appointed or re-appointed
at the forthcoming 36th Annual General Meeting have been
annexed to the Notice convening the said Meeting.

Independent Directors

Based on the recommendation of the Nomination and
Remuneration Committee and approval of the Board
of Directors, Mr. Maulik Mehta was appointed as a Non-

Executive Independent Director with effect from November
11, 2025, and Mr. Rupesh Shah was appointed as a Non¬
Executive Independent Director with effect from March 31,
2026, each for a term of five consecutive years.

The appointments were subsequently approved by the
Members through Postal Ballot in accordance with the
applicable provisions of the Companies Act, 2013 and the
SEBI Listing Regulations.

Key Managerial Personnel

In accordance with Sections 2(51) and 203 of the Companies
Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
following were the Key Managerial Personnel ("KMP") of
the Company during the financial year ended March 31,
2026:

Mr. Gokul M. Jaykrishna - Joint Managing Director and CEO

Mr. Pratik Shah - Chief Financial Officer

Mr. Joseph Saji Varghese - Company Secretary

Subsequent to the close of the financial year, Mr. Pratik Shah
resigned as Chief Financial Officer with effect from April 9,
2026. Mr. Maulik Shah was appointed as Chief Financial
Officer with effect from July 7, 2026.

Mr. Gokul M. Jaykrishna, in addition to serving as Joint
Managing Director and CEO of the Company, also serves
as Managing Director & CEO of Asahi Tennants Color
Private Limited, a subsidiary of the Company, and received
remuneration of
' 84 lakh from the subsidiary during
Financial Year 2025-26.

Mr. Arjun G. Jaykrishna, Executive Director of the Company,
also serves as Managing Director of Atlas Life Sciences
Private Limited, a wholly owned subsidiary, and received
remuneration of
' 48 lakh from the subsidiary during
Financial Year 2025-26.

Mr. Mitesh N. Patel, Executive Director of the Company,
also serves as Executive Director of Asahi Tennants Color
Private Limited, a subsidiary, and received remuneration of
' 8.49 lakh from the subsidiary during Financial Year 2025¬
26.

CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL AFTER THE
CLOSE OF THE FINANCIAL YEAR

Subsequent to the close of the financial year, Mr. Gokul M.
Jaykrishna ceased to hold the position of Chief Executive
Officer ("CEO") of the Company with effect from May 26,
2026. Mr. Arjun G. Jaykrishna was appointed as CEO and
Executive Director of the Company with effect from May
27, 2026.

The tenure of Mr. Paru M. Jaykrishna, Chairperson
and Managing Director, and Mr. Gokul M. Jaykrishna,
Managing Director, ending on July 31, 2026. Based on the
recommendation of the Nomination and Remuneration
Committee, the Board, at its meeting held on May 26,
2026, approved their re-appointment for a further term
of three years with effect from August 1, 2026, subject to

the approval of the Members at the ensuing 36th Annual
General Meeting.

The requisite resolutions for their re-appointments have
been included in the Notice convening the 36th Annual
General Meeting, and the Board recommends their re¬
appointment for approval by the Members.

Subsequent to the close of the financial year, Mr. Sudhin
Choksey, Non-Executive Independent Director, resigned
from the Board with effect from April 4, 2026.

Women Director

The Company has two women Directors, namely
Mrs. Paru M. Jaykrishna and Mrs. Shivani R. Lakhia, of whom
Mrs. Shivani R. Lakhia is a Non-Executive Independent
Director.

The composition of the Board is in compliance with Section
149(1) of the Companies Act, 2013 read with Rule 3 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, and Regulation 17(1) of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, relating to the
appointment of women and independent women directors.

The Company remains committed to diversity, balanced
representation and sound corporate governance at the
Board level.

Policy on Directors' appointment and Policy on
remuneration

Pursuant to Sections 134(3)(e) and 178(3) of the Companies
Act, 2013, the Company has adopted a Nomination and
Remuneration Policy covering the criteria for appointment,
qualifications, positive attributes and independence
of Directors, as well as remuneration of Directors, Key
Managerial Personnel and other employees.

The Policy is available on the Company's website at www.
asahisongwon.com
.

Particulars of remuneration of Directors/KMP/
Employees'

Disclosures relating to remuneration and other pertinent
details, as mandated under Section 197(12) of the
Companies Act, 2013, read together with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are appended hereto as
Annexure - D and form an integral part of this Report.

Criteria for Determining Qualifications, Positive
Attributes and Independence of a Director

The Nomination and Remuneration Committee has
formulated a Nomination, Remuneration and Evaluation
Policy in accordance with Section 178(3) of the Companies
Act, 2013 and Regulation 19(4) read with Part D of
Schedule II of the SEBI Listing Regulations. The Policy
covers the criteria for appointment, qualifications, positive
attributes and independence of Directors, Board diversity,
remuneration and performance evaluation.

The Policy is available on the Company's website and forms
part of this Report.

DECLARATION OF INDEPENDENCE

The Company has obtained the requisite declarations from
its Independent Directors pursuant to Section 149(7) of the
Companies Act, 2013, affirming that they fulfill the criteria
of independence as prescribed under Section 149(6) of the
Companies Act, 2013, and Regulation 25 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Board
hereby confirms that all such Independent Directors
continue to satisfy the prescribed criteria of independence
under the Companies Act, 2013 and the aforementioned
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Furthermore, the Company confirms that no pecuniary
transactions, other than the payment of sitting fees for
Board and Committee meetings, have been undertaken
with any of the Independent Directors during the year
under review.

Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V, Part C, Clause
10(i) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, M/s. Shyamsingh Tomar & Associates, Company
Secretaries in Practice, Ahmedabad, has certified that none
of the Directors on the Board of the Company has been
debarred or disqualified from being appointed or continuing
as Directors by the Securities and Exchange Board of India,
the Ministry of Corporate Affairs, or any other statutory
authority as on March 31, 2026. This certificate is annexed
to, and forms an integral part of, the Corporate Governance
Report included in this Annual Report.

BOARD EFFECTIVENESS

a. Familiarization Programme for the Independent
Directors

The Company has in place a Familiarisation Programme for
Directors, particularly Independent Directors, to familiarise
them with their roles, rights, responsibilities, the Company's
business operations, industry developments and applicable
regulatory requirements.

The Programme is conducted in accordance with Regulation
25(7) of the SEBI Listing Regulations. Details of the
Familiarisation Programme are provided in the Corporate
Governance Report, forming part of this Annual Report.

b. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
Regulations 25(3) and 25(4) of the SEBI Listing Regulations,
the Independent Directors, at their meeting held on
March 31, 2026, evaluated the performance of the Non¬
Independent Directors and the Chairperson, taking into
account the views of the Executive and Non-Executive
Directors. The Nomination and Remuneration Committee
also evaluated the performance of the Directors.

The Board conducted an annual evaluation of the Board, its
Committees and individual Directors based on parameters

including participation, contribution, strategic oversight,
governance, risk management and effectiveness of
deliberations.

The methodology and criteria for the evaluation are set
out in the Corporate Governance Report forming part
of this Annual Report. Independent Directors are also
periodically familiarised with the Company's operations,
industry developments, corporate governance practices
and regulatory requirements through presentations and
other appropriate programmes.

DIVERSITY OF THE BOARD

The Company recognizes the importance of Board diversity
in promoting effective governance, informed decision¬
making and sustainable growth. The Board comprises
Directors with diverse skills, experience, backgrounds and
perspectives.

The Company has adopted a Board Diversity Policy
providing for an appropriate mix of Executive, Non¬
Executive, Independent and Women Directors, in
accordance with the applicable provisions of the SEBI
Listing Regulations.

The Board Diversity Policy is available on the Company's
website at
www.asahisongwon.com

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the
Directors to the best of their knowledge and belief, confirm:

i) That in the preparation of the annual accounts, the
applicable accounting standards have been followed,
and no material departures have been made from the
same;

ii) That they 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 2025-26 and
of the profit and loss of the Company for that period;

iii) That they 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;

iv) That they had prepared the annual accounts on a
going concern basis;

v) That they had laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

vi) That they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

The aforesaid statement has also been reviewed and
confirmed by the Audit Committee of the Board of Directors
of the Company.

Number of Meetings of the Board of Directors

The Board meets regularly to deliberate and approve key
matters, including financial results, business strategies,
policies and other operational and compliance matters.
An annual calendar of Board and Committee meetings is
circulated in advance to facilitate effective participation by
the Directors.

During Financial Year 2025-26, five (5) Board Meetings were
held, with the gap between two consecutive meetings not
exceeding 120 days, in compliance with Section 173(1) of
the Companies Act, 2013 and Regulation 17(2) of the SEBI
Listing Regulations. Details of the meetings and Directors'
attendance are provided in the Corporate Governance
Report forming part of this Annual Report.

Directors are provided the facility to participate in Board
and Committee meetings through Video Conferencing/
Other Audio-Visual Means, in accordance with applicable
provisions.

A separate meeting of the Independent Directors was
held on March 31, 2026, without the presence of Non¬
Independent Directors and members of management. All
Independent Directors attended the meeting and reviewed
the matters prescribed under Schedule IV of the Companies
Act, 2013 and Regulation 25(3) and 25(4) of the SEBI Listing
Regulations.

STATUTORY COMMITTEES OF THE BOARD

The Company has constituted five Board-level Committees
in accordance with applicable laws and regulations. These
Committees are:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders' Relationship Committee

5. Risk Management Committee

Audit Committee

The Audit Committee comprises three Directors, two
of whom are Independent Directors. Mr. Anil Jain is the
Chairman of the Committee. The composition of the Audit
Committee complies with the requirements of Section 177
of the Companies Act, 2013, and Regulation 18 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
Company Secretary acts as the Secretary to the Committee.
The Joint Managing Director & CEO, Chief Financial Officer,
and Auditors are permanent invitees to the meetings of the
Committee.

The terms of reference of the Audit Committee, details
of the meetings held including dates and attendance,
and the remuneration paid to its members are provided
separately in the Corporate Governance Report attached
to this Annual Report. The Company has instituted a

comprehensive Internal Audit system commensurate with
its size and operations. During the year under review, the
Board accepted all recommendations made by the Audit
Committee.

Further information regarding the Audit Committee is
included in the Corporate Governance section of this
Annual Report.

Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of
Directors of the Company has constituted a Corporate
Social Responsibility ("CSR") Committee. The Committee
is chaired by Mrs. Paru M. Jaykrishna, Chairperson and
Managing Director of the Company. The other members of
the Committee are Mr. Anil Jain and Mrs. Shivani R. Lakhia,
both Independent Directors.

The Company has adopted a comprehensive CSR Policy,
which is accessible on the Company's website. The CSR
Committee submits details of the activities proposed to be
undertaken during the year to the Board for its consideration
and approval. A detailed report on CSR activities is annexed
hereto as
Annexure - "G," forming part of this Report.

Nomination and Remuneration Committee

The constitution and terms of reference of the Nomination
and Remuneration Committee of the Company are in full
compliance with Section 178 of the Companies Act, 2013,
as well as Regulation 19 and Part D of Schedule II of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

As at March 31, 2026, the Nomination and Remuneration
Committee comprises three Non-Executive Independent
Directors: Mrs. Shivani R. Lakhia, who serves as Chairperson,
alongside Mr. Anil Jain and Mr. Samveg Lalbhai as members.

Further details concerning the Nomination and
Remuneration Committee are provided in the Corporate
Governance Report, which forms an integral part of this
Annual Report.

Stakeholders Relationship Committee

The Stakeholders' Relationship Committee is vested with
the critical mandate of overseeing all matters pertaining
to the transfer of securities and the expeditious resolution
of grievances lodged by shareholders, investors, and other
security holders. The constitution and terms of reference
of the Committee are duly framed in strict compliance with
Section 178(5) of the Companies Act, 2013, and Regulation
20 read with Part D of Schedule VI of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Risk Management Committee

In accordance with Regulation 21 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has duly
constituted a Risk Management Committee. A robust Risk
Management Policy has been formulated, delineating the

Committee's mandate, roles, and responsibilities, ensuring
comprehensive oversight and proactive mitigation of risks
in strict adherence to the prescribed regulatory framework.

AUDITORS RELATED MATTERS

a. Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and
the applicable Rules made thereunder, M/s. Talati & Talati
LLP, Chartered Accountants, Ahmedabad (Firm Registration
No. 110758W/W100377) were appointed as the Statutory
Auditors of the Company for a term of five consecutive
years, commencing from the conclusion of the 32nd Annual
General Meeting until the conclusion of the 37th Annual
General Meeting, to be held in 2027.

M/s. Talati & Talati LLP, have audited the standalone and
consolidated financial statements of the Company for
the financial year ended March 31, 2026 and issued their
reports thereon. The Audit Reports are unmodified, without
any qualification, reservation or adverse remark, and form
part of this Annual Report.

The Auditors have confirmed their eligibility and
independence in accordance with Sections 139 and 141
of the Companies Act, 2013 and Regulation 33(1)(d) of the
SEBI Listing Regulations, and have also confirmed that they
hold a valid Peer Review Certificate issued by the ICAI.

b. Cost Auditors

During the financial year under review, the requirement for
conducting a cost audit was not applicable to the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013,
the Board, based on the recommendation of the Audit
Committee, appointed M/s. SPANJ & Associates,
Practising Company Secretaries, as Secretarial Auditors
for five consecutive financial years from Financial Year
2025-26 to Financial Year 2029-30, which was approved
by the Members at the 35th Annual General Meeting. The
Secretarial Auditors have conducted the Secretarial Audit
for the financial year ended March 31, 2026, and their
Secretarial Audit Report forms part of this Annual Report.

The Secretarial Audit Report contains an observation
regarding temporary non-compliance with Regulation
17(1) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, relating to the composition of the Board of Directors.
The Company took necessary steps to ensure compliance,
and the composition of the Board was brought into
compliance with Regulation 17(1) with effect from March
31, 2026. The aforesaid temporary non-compliance did
not have any material impact on the financial position or
operational performance of the Company.

d. Internal Auditors

M/s. Fenil P. Shah & Associates, Chartered Accountants,
Ahmedabad, were appointed as the Internal Auditors of
the Company for Financial Year 2025-26 by the Board,
based on the recommendation of the Audit Committee.
They conduct quarterly reviews of internal controls and
report their findings to the Audit Committee. The scope of

internal audit is approved by the Committee and covers key
operational and financial areas, including internal controls,
compliance and process efficiency.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

Pursuant to Section 143(12) of the Companies Act, 2013
and the applicable Rules, the Statutory Auditors and
Secretarial Auditors have confirmed that no instance of
fraud by or against the Company involving its officers or
employees was reported during Financial Year 2025-26 that
required disclosure in this Report.

POLICY MATTERS

Nomination, Remuneration and Evaluation Policy

In accordance with the provisions of Section 178(3) and
Section 178(4) of the Companies Act, 2013 and Regulation
19 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Nomination and Remuneration Committee has
framed and recommended a comprehensive Nomination,
Remuneration and Evaluation Policy, duly adopted by the
Board.

The Policy sets out the criteria for determining qualifications,
competencies, positive attributes, and independence of
Directors (Executive and Non-Executive) and outlines the
framework for remuneration of Directors, Key Managerial
Personnel (KMPs), and other senior employees. The Policy
ensures an objective and transparent process aligned
with the Company's long-term interests and statutory
obligations.

The said Policy forms part of this Board's Report and is
annexed hereto as
Annexure - "D".

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act,
2013 and Regulation 22 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a robust
Vigil Mechanism through a duly formulated.

The policy enables Directors and Employees to report
genuine concerns regarding unethical conduct, suspected
fraud, or violation of the Company's Code of Conduct, in a
secure and confidential manner. It provides for direct access
to the Chairperson of the Audit Committee and ensures
that whistle-blowers are protected against any form of
retaliation or victimization.

The policy has been widely disseminated across the
organization, including its various units and locations, and
is also accessible on the Company's website at:

https://asahisongwon.com/investors/policies-and-codes/

Corporate Social Responsibility Policy

In compliance with Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, and the relevant provisions of the

Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board of Directors has constituted a Corporate Social
Responsibility Committee and adopted a detailed CSR
Policy.

The CSR Policy outlines the Company's commitment to
contribute towards sustainable development and social
welfare, and it specifies the focus areas, implementation
strategy, and governance framework for CSR activities. The
policy is available on the Company's website at:

https://asahisongwon.com/investors/policies-and-codes/

The Company's CSR initiatives during the financial year
focused on key areas such as Healthcare and Education,
Infrastructure Development, Sustainable Livelihood, and
Social Empowerment & Welfare. A comprehensive report
on CSR activities undertaken during the year is appended
to this Report as
Annexure - "G".

Risk Management Policy

In accordance with Regulation 21 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Risk Management
Committee Charter, the Company has established a
comprehensive Enterprise Risk Management ("ERM") Policy
and framework for identification, assessment, mitigation,
monitoring and reporting of key risks and opportunities.

During the year under review, the Company further
strengthened its ERM framework by enhancing its ERM
Charter and Policy and formalising the processes for risk
identification, evaluation, mitigation and reporting.

For details of the Company's risk management framework,
key risks and mitigation measures, stakeholders are
requested to refer to section of the Management Discussion
and Analysis Report.

Dividend Policy

In accordance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has
adopted a comprehensive Dividend Distribution Policy that
outlines the Company's philosophy and guiding principles
for the declaration of dividends.

The Policy delineates the key internal and external
parameters considered by the Board, indicative payout
ranges, the periodicity of dividend declaration, and
exceptional circumstances under which dividend distribution
may be varied or suspended.

The Policy is appended as Annexure - "F" to this Report
and is also accessible on the Company's website at:
https://
asahisongwon.com/investors/policies-and-codes/

CASH FLOW STATEMENT

In compliance with Regulation 34(2)(c) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and in accordance with
Indian Accounting Standard (Ind AS) 7 - Statement of Cash

Flows, the Company has prepared and appended the Cash
Flow Statement as part of the standalone and consolidated
financial statements for the financial year ended March 31,
2026.

EXPORT HOUSE STATUS

The Company continues to hold the prestigious status of
a "Two Star Export House," granted by the Office of the
Development Commissioner, Kandla Special Economic
Zone, Gandhidham, Kutch, under the provisions of the
Foreign Trade Policy 2015-2020. This recognition remains
valid until December 31, 2030.

RESEARCH AND DEVELOPMENT (R&D)

The Company operates a dedicated Research and
Development Centre. The R&D function remains focused
on continual improvement in product quality, cost
optimization, innovation in product development, and
sustainable environmental practices.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Company's
operations in future.

ANY REVISION MADE IN FINANCIAL
STATEMENTS OR BOARD'S REPORT

During the year under review, the Company has not
undertaken any revision of its Financial Statements or the
Board's Report in respect of any of the three preceding
financial years, in accordance with the provisions of Section
131 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013, have been appropriately disclosed in
the financial statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during Financial
Year 2025-26 were in the ordinary course of business and
on an arm's length basis and were in compliance with the
applicable provisions of Section 188 of the Companies Act,
2013 and Regulation 23 of the SEBI Listing Regulations. No
material related party transaction or transaction involving
potential conflict of interest was entered into during the
year.

Details of related party transactions were placed before the
Audit Committee on a quarterly basis. Accordingly, Form
AOC-2 is annexure as
Annexure -"B". The Company's Policy

on Materiality of Related Party Transactions is available on
its website at
www.asahisongwon.com

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to the provisions of Regulation 34(2)(e) of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
LODR Regulations"), the Management Discussion and
Analysis Report, delineating the Company's operational and
financial performance, strategic initiatives, risk management
framework, industry trends, and forward-looking outlook,
forms an integral component of this Annual Report.

CORPORATE GOVERNANCE

In compliance with Regulation 34 read with Schedule V
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has established a strong corporate
governance framework. The Corporate Governance
Report, attached as
Annexure - "I", provides details on the
Company's governance structure, including the composition
and functioning of the Board and its Committees namely,
the Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, and
Corporate Social Responsibility Committee.

The Report encapsulates disclosures on the frequency
and conduct of Board and Committee meetings, roles
and responsibilities, independence of directors, and key
oversight functions undertaken during the financial year.

A certificate affirming compliance with the corporate
governance stipulations under the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, issued by
M/s. Shyamsingh Tomar & Associates, Practising Company
Secretaries, Ahmedabad, is annexed and forms part of this
Report.

Further, pursuant to Regulation 17(8) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a compliance certificate
executed by the Joint Managing Director & CEO, certifying
the integrity of financial statements, adequacy of internal
controls, and adherence to applicable accounting standards,
is appended hereto.

CODE OF CONDUCT

In accordance with Regulation 26(3) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the provisions of the
Companies Act, 2013, the Company has formulated and
implemented a Code of Conduct applicable to its Board
of Directors and Senior Management Personnel. The Code
underscores the principles of ethical business conduct,
regulatory compliance, integrity, accountability, and
commitment to the Company's stakeholders.

All members of the Board and the Senior Management have
provided annual declarations of compliance with the Code
as on March 31, 2026. A declaration to this effect, signed
by the Joint Managing Director & CEO, is incorporated in

the Corporate Governance Report. The Code is publicly
available on the Company's website at:
www.asahisongwon.
com

CODE OF PRACTICES AND PROCEDURES
FOR FAIR DISCLOSURE OF UNPUBLISHED
PRICE SENSITIVE INFORMATION

In accordance with Regulation 8 of the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Board of Directors has adopted
a Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (UPSI). The
objective of this Code is to ensure timely, accurate, and
transparent disclosure of material information in a non¬
discriminatory manner. It aims to maintain the confidentiality
of UPSI, promote uniform dissemination, and ensure that all
stakeholders have equal access to such information, thereby
upholding market integrity and investor confidence.

The said Code is hosted on the Company's website at www.
asahisongwon.com

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for
Regulating, Monitoring, and Reporting of Trading by
Designated Persons, as mandated under the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code establishes comprehensive
procedures for pre-clearance, restricted trading periods,
disclosures of holdings and trades, and reporting
obligations, aimed at mitigating the risk of misuse of UPSI
by insiders.

All designated persons are bound by the Code and are
subject to disciplinary action for non-compliance. The
Code is accessible on the Company's website at:
www.
asahisongwon.com

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

Information in accordance with the provisions of Section
134 (3) (m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 regarding
conservation of energy, technology absorption and
foreign exchange earnings and outgo is given as per
Annexure - "C" hereto forming part of this Report.

DETAILS IN RESPECT OF ADEQUACY
OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has established a robust internal financial
control framework, commensurate with the size, nature,
and complexity of its operations. This framework comprises
clearly defined policies, procedures, authorization matrices,
and segregation of duties to ensure efficient operations,
safeguard assets, prevent and detect frauds and errors, and
ensure the integrity of financial reporting.

The effectiveness of these controls is periodically reviewed
by the management and is further evaluated through regular
internal audits conducted by an independent Chartered
Accountant. The Audit Committee reviews internal audit
findings, statutory audit observations, and recommends
necessary corrective actions for continuous improvement.

A detailed commentary on the adequacy of internal financial
controls with reference to the financial statements is also
provided under the Management Discussion and Analysis
Report, which forms an integral part of this Annual Report.

CERTIFICATIONS

The Company's manufacturing facility at Vadodara is
certified under ISO 9001:2015 for Quality Management
Systems, ISO 14001:2015 for Environmental Management
Systems, ISO 28001:2007 for Security Management
Systems, ISO 50001:2018 for Energy Management
Systems, ISO 45001:2018 for Occupational Health and
Safety Management Systems, and ISO/IEC 27001:2022
for Information Security Management Systems. These
certifications reflect the Company's commitment to
maintaining globally recognised standards in quality,
environmental sustainability, energy efficiency, occupational
health and safety, security, and information security.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PRHIBITION & REDRESSAL)
ACT, 2013

In compliance with the provisions ofthe Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, read with Rule 8 of the Companies (Accounts)
Rules, 2014, and Regulation 34(3) read with Schedule V
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has adopted a comprehensive policy
on the prevention of sexual harassment at the workplace.
The policy outlines a structured framework for prevention,
prohibition, and redressal of sexual harassment and aims to
ensure a safe, secure, and dignified working environment
for all employees, with special emphasis on the well-being
of women employees.

The policy is applicable to all women employees whether
permanent, temporary, contractual, or trainees and has been
communicated widely across the organisation, including
prominent display on notice boards at all operating sites.

Number of complaints as on the start of Financial
Year 2025-26:

Nil

Number of complaints filed during the Financial
Year 2025-26:

Nil

No. of complaints disposed of during Financial
Year 2025-26:

Nil

No. of complaints pending at the end of Financial
Year 2025-26:

Nil

During the financial year under review, the Company did
not receive any complaints relating to sexual harassment at
the workplace.

ENVIRONMENT, HEALTH AND SAFETY

The Company upholds its commitment to environmental
protection and occupational safety through robust
compliance with applicable laws including the Water Act,
Air Act, Environment Protection Act, and Factories Act. Its
EHS practices are periodically reviewed and enhanced.

A modern effluent treatment plant ensures that wastewater
discharge remains within GPCB norms. Treated water is
reused wherever feasible, and solid waste is disposed of at
approved sites. The Company has developed a greenbelt
and undertaken various sustainability initiatives, reinforcing
its commitment to a clean, safe, and responsible working
environment.

PARTICULAURS OF EMPLOYEES AND

RELATED DISCLOUSRES

Pursuant to the provisions of Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the requisite disclosures relating to the remuneration of
Directors and Key Managerial Personnel are annexed as
Annexure - "E", forming an integral part of this Board's
Report.

COMPLIANCE OF THE PROVISIONS

RELATING TO THE MATERNITY BENEFIT ACT,
1961

During the financial year under review, the Company is in
compliance with the provisions relating to the Maternity
Benefit Act, 1961.

DISCLOSURE OF DIFFERENCE IN VALUATION
AT THE TIME OF ONE-TIME SETTLEMENT

The requirement to disclose the details of any difference
between the valuations conducted at the time of a One¬
Time Settlement (OTS) and the valuation conducted while
obtaining a loan from banks or financial institutions, along
with the reasons for such difference, is not applicable to the
Company.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the requirement to submit a Business Responsibility
and Sustainability Report (BRSR) is not applicable to the
Company for the financial year ended March 31, 2026, as
the Company is not among the top 1,000 listed entities by
market capitalization.

AGREEMENTS IMPACTING MANAGEMENT,
CONTROL OR IMPOSING RESTRICTIONS OR
LIABILITIES ON THE COMPANY

There are no agreements entered into by the Company that
impact its management or control, impose any restriction
on the Company, or create any liability upon the Company.
Accordingly, no disclosure is required under Clause 5A of
Paragraph A of Part A of Schedule III to the SEBI Listing
Regulations.

INDUSTRIAL RELATIONS

During the year under review, the Company sustained an
environment of constructive and harmonious industrial
relations across all operational tiers. The unwavering
commitment, professionalism, and diligence of the
workforce significantly contributed to reinforcing the
Company's competitive positioning and operational
resilience.

COMPLIANCE WITH SECRETARIAL
STANDARDS

Pursuant to Section 118(10) of the Companies Act, 2013,
and in accordance with Regulation 17(3) of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of
Directors affirms that the Company has complied with the
applicable Secretarial Standards—SS-1 and SS-2—issued
by the Institute of Company Secretaries of India, relating
to the conduct of Meetings of the Board of Directors and
General Meetings, respectively, during the financial year
under review.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016

In accordance with the disclosure requirements under
Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, it is

confirmed that no application was made and no proceedings
were pending against the Company under the Insolvency
and Bankruptcy Code, 2016 during the year under review.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, all the corporate actions were
duly implemented/completed within the specified time
limit.

GREEN INITIATIVE

In line with the Green Initiative of the Ministry of Corporate
Affairs and Regulation 36 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company continues to communicate with shareholders
electronically, including through e-mailing of the Annual
Report and Notices to shareholders whose e-mail addresses
are registered with the Company/Depositories, thereby
promoting sustainability and reducing paper consumption.

APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors sincerely appreciates the continued
support and cooperation extended by the Government
authorities, regulatory bodies, bankers and other
stakeholders.

The Board also places on record its appreciation for the
dedication and contribution of the employees and expresses
its gratitude to the shareholders for their continued trust,
confidence and support.

For and on behalf of the Board of Directors

Paru M. Jaykrishna

Chairperson & Mg. Director
DIN:00671721