Your Directors have pleasure in presenting 19^th (Nineteenth) Annual Report together with the Audited Financial
Statements of the Company for the Financial Year ended March 31, 2026.

FINANCIAL RESULTS: p in Crs.)

i) Business Outlook & Financial Performance:

During FY 2025-26, the Company reported revenue
of Rs. 2542 Cr., reflecting the impact of evolving
market conditions and operational factors during
the year. EBITDA stood at Rs. 582 Cr. in FY 2025-26,
demonstrating the Company’s continued focus
on operational resilience and cost management.

The Company recorded a Profit After Tax (PAT)
of Rs. 333 Cr. in FY 2025-26 as against Rs. 357 Cr.
in FY 2024-25. Overall production during the
year was impacted due to an early and extended
monsoon affecting certain products, along with
major maintenance activities undertaken in the
first half of the year. These planned maintenance
initiatives are expected to strengthen operational
efficiency and support future growth.

A detailed overview of the Company’s business
performance is presented in the Management
Discussion and Analysis section of this Annual
Report. Further highlights on the Company’s
operations and key developments are also
provided under the Corporate Snapshot section..

ii) Consolidated Financial Statements:

Pursuant to the provisions of Section 129(3)
of the Companies Act, 2013 and rules framed
thereunder (‘Act’) read with Regulation 33 of SEBI

(Listing Obligations and Disclosure Requirement)
Regulations, 2015 (“Listing Regulations”), the
Company has prepared Consolidated Financial
Statements of the Company and its Associates,
namely ReNew Green (GJS Three) Private Limited
and Pro-Zeal Green Power Ten Private Limited,
which forms part of the Annual Report 2025-26.

The aforesaid Financial Statements are available on
the Website of the Company at www.epigral.com.

iii) Change in Nature of Business, if any:

There has been no change in the nature of
business of the Company during the financial
year under review. The overall business profile
and operational focus of the Company remain
unchanged from the previous financial year.

RECOGNITIONS:

i. EcoVadis Silver Medal

During the financial year under review, the
Company was awarded the ‘EcoVadis Silver
Medal’ recognizing its strong performance in
sustainability, ethics, environmental management,
and responsible sourcing. This achievement
reflects Company’s continued commitment to
ESG standards and continuous improvement
across manufacturing operations.

ii. ISO - 27001 (Information Security Management
System)

During the financial year under review, the
Company was awarded ISO - 27001 (Information
Security Management System) certification,
affirming Company’s commitment towards
safeguarding the confidentiality, integrity, and
availability of information assets. This certification
reflects the Company’s structured, risk-based
approach to information security, supported by
continuous risk assessments, system monitoring,
and employee awareness initiatives.

iii. ISO - 37001 (Anti-Bribery Management
System)

During the financial year under review, the
Company was awarded ISO - 37001 (Anti¬
Bribery Management System, strengthening its
commitment to ethical business practices and
zero tolerance for bribery and corruption. The
Company’s Anti-Bribery System is designed to
prevent, identify, and respond to both the offering
and acceptance of improper benefits through
internal controls, due diligence, and ongoing
employee training, which remain integral to
Company’s operations.

iv. Responsible Care

During the financial year under review, the
Company continued to maintain the Responsible
Care (RC) logo certification for another
term of three years, re-affirming Company’s
commitment to continuous improvement in
the safe management of chemicals and achieve
excellence in Environmental, Health, Safety, and
Security (EHS&S) performance.

SHARE CAPITAL:

Authorised Share Capital and Paid-Up
Share Capital:

During the financial year under review, there has
been no change in the Authorised Share Capital and
Paid-Up Share Capital of the Company. The break¬
up of Share Capital is provided in Notes to Financial
Statements for the Financial Year ended March
31, 2026.

DIVIDEND:

Final Dividend:

The Board of Directors is pleased to recommend a
Final Dividend of ^5.00 (50%) per Equity Share of
TI0/- each fully paid on 4,31,41,338 Equity Shares of the
Company, subject to approval of the Shareholders at
the ensuing Annual General Meeting of the Company.

The Final Dividend recommended, shall be paid to
the Shareholders, within statutory time limit, whose
name appears in the Register of Members, as on the
Record Date i.e. June 01, 2026.

The Final Dividend recommended by the Board is in
line with the Company’s Dividend Distribution Policy
and reflects a balanced approach, taking into account
the Company’s financial performance, cash flows,
future capital requirements, growth plans, and overall
economic conditions.

The total Dividend declared/recommended during
the Financial Year ended March 31, 2026 aggregates
to ^21.57 Crores. The Dividend Payout Ratio for the
Financial Year ended March 31, 2026 stood at 6.48%.

The Dividend Distribution Policy, in terms of
Regulation 43A of the Listing Regulations, is available
on the Website of the Company athttps://epigral.com/
governance-policies-compliances.

Unclaimed Dividend:

As of March 31, 2026, an amount of ^0.07 Crores
pertaining to Unclaimed Dividend remains
outstanding and is held in the Company’s Unpaid
Dividend Accounts in accordance with the applicable
provisions of the Act.

In line with the Company’s commitment to
transparency and to facilitate shareholders in claiming
their unpaid dividends, a statement containing the
relevant details has been made available on the
Company’s Website at www.epigral.comunder the
‘Investors’ section. The statement includes the names
of the concerned Shareholders, their Depository
Participant (DP) IDs/Client IDs, number of Shares
held, and the corresponding Unclaimed Dividend
Amounts. Shareholders are encouraged to verify their
details and initiate the necessary steps to claim their
outstanding dividends in a timely manner.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

Save and except as disclosed elsewhere in the Annual
Report 2025-26, there have been no material changes
or commitments affecting the financial position of
the Company that have occurred between the close
of the Financial Year ended March 31, 2026 and the
date of this Board’s Report, i.e. May 02, 2026.

CAPITAL EXPENDITURE

During the financial year under review, Capital
Expenditure (including Intangible Assets) stood at
^394.15 Crores as on March 31, 2026 (^194.69 Crores
as on March 31, 2025). Your Company manages Cash

and Cash Flow processes assiduously, involving all
parts of the Business. There was Cash and Bank
balance of ^5.02 Crores as on March 31, 2026 (^18.64
Crores as on March 31, 2025).

AMOUNT TO BE TRANSFERRED TO
RESERVES:

The Board of Directors after taking into account the
Company’s financial position, liquidity requirements
and future business plans, proposed not to transfer
any profits to the Reserves of the Company.

DEPOSITS:

During the financial year under review, your Company
has not accepted any amount as Public Deposits within
the meaning of provisions of Chapter V - Acceptance
of Deposits by Companies of the Companies Act, 2013
read with the Companies (Acceptance of Deposits)
Rules, 2014.

FINANCE:

Your Company with an objective ofmeeting its working
capital requirements, operational needs, expansion
initiatives, and new project plans, has availed financial
facilities from banks and/or a consortium of banks.
These borrowings have been undertaken in the
ordinary course of business to ensure adequate
liquidity and to support the Company’s growth
strategy and capital expenditure plans.

The particulars of such financial facilities, including
the nature and amount thereof, are set out in the
relevant Notes to the Financial Statements for the
Financial Year ended March 31, 2026.

CREDIT RATING:

The Company’s Bank Facilities aggregating to ^1050
Crores were assigned a Long-Term Rating of "CRISIL
AA/Stable” and a Short-Term Rating of "CRISIL A1 ” by
CRISIL Limited (Credit Rating Agency).

The Ratings not only reflect the Company’s credit
profile, financial strength, and debt-servicing
capability, but also signify its ability to meet financial
obligations in a timely manner, taking into account
the Company’s operational performance and prudent
financial management.

DISCLOSURE RELATING TO SUBSIDIARIES,
ASSOCIATES:

The Company has two Associates, namely ReNew
Green (GJS Three) Private Limited and Pro-Zeal
Green Power Ten Private Limited, which have been
incorporated with the objective of establishing Wind

Solar Hybrid Power Plant of ~ 18.34 MW and 19.80 MW,
respectively, for the Company’s Captive Consumption.
These initiatives are aligned with the Company’s
commitment to sustainability by promoting the use
of renewable energy, reducing carbon emissions, and
reinforcing its focus on environmental responsibility
and sustainable development.

A separate Statement containing the salient features
of Financial Statement of Subsidiaries, Associates and
Joint Ventures in ‘Form No. AOC-1’ forms part of the
Annual Report 2025-26.

As required under Regulations 16(1)(c) and 46 of
the Listing Regulations, the Board of Directors
have approved the Policy for determining Material
Subsidiaries. The details of the Policy are available
on the Company’s Website athttps://epigral.com/
governance-policies-compliances.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:

The particulars of Investments. Guarantees, etc.
made by the Company during the financial year
under review, which are covered under the provisions
of Section 186 of the Act, are disclosed in the relevant
Notes to the Financial Statements for the Financial
Year ended March 31, 2026.

All such transactions have been undertaken in
compliance with the applicable statutory provisions,
and within the limits approved by the Board and/or
Shareholders of the Company.

MERGERS AND ACQUISITIONS:

During the financial year under review, the Company
did not undertake any mergers, amalgamations,
acquisitions, takeovers, or restructuring transactions.
There were no strategic investments resulting
in acquisition of control, business transfers, or

consolidation of entities.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

i. Regularization of Director:

In accordance with the provisions of Section 149,
152 and other applicable provisions read with
Schedule IV to the Act and applicable Listing
Regulations and approval of the Shareholders
obtained through Postal Ballot process,

appointment of Ms. Priyanka Agarwal Chopra

(DIN: 10011547) was regularized as a Non-Executive
Independent Woman Director of the Company
effective from February 28, 2025 for a term of 5
years, not liable to retire by rotation.

ii. Directors to retire by Rotation:

In accordance with the provisions of Section
152 of the Act and the Articles of Association of
your Company, Mr. Ankit Patel (DIN - 02180007)
and Mr. Karana Patel (DIN - 01727321), retires by
rotation at the ensuing Annual General Meeting
and being eligible have offered themselves for
re-appointment.

The details of the Directors to be re-appointed as
required under the provisions of the Act and the
Listing Regulations are provided in the Notice
convening the ensuing Annual General Meeting.

iii. Declaration by Independent Directors:

The Company has received declarations from
all the Independent Directors of the Company
confirming that they meet the criteria of
independence as prescribed under the provisions
of Section 149(6) of the Act read with Schedules &
Rules issued thereunder as well as Regulation 16
of the Listing Regulations.

The Independent Directors have complied with
the Code for Independent Directors prescribed in
Schedule IV to the Act.

iv. Key Managerial Personnel (KMP):

During the year under review, Mr. Sanjay Jain
tendered his resignation from the position of Chief
Financial Officer of the Company with effect from
September 30, 2025. The Board of Directors placed
on record its appreciation for his contributions
and services rendered during his tenure.

Subsequently, the vacancy arising from his
resignation was filled by the appointment of
Mr. Rakesh Agrawal as Chief Financial Officer of
the Company with effect from November 10, 2025,
in accordance with the applicable provisions of
law and the Company’s policies.

Further, pursuant to Section 2 (51) and Section
203 of the Act, the following executives have been
designated as Key Managerial Personnel (KMP) of
the Company.

In the opinion of the Board, all the Directors and
Key Managerial Personnel, as well as the Directors
proposed to be re-appointed possess the requisite

qualifications, experience, expertise and hold high
standards of integrity and relevant proficiency.

v. Re-Appointment of Non-Executive Independent
Directors:

The present term of Mr. Kanubhai Patel (DIN:
00008395), Mr. Sanjay Asher (DIN: 00008221) and
Mr. Raju Swamy (DIN: 03032679) as Non-Executive
Independent Directors expires on May 19, 2026.
Accordingly, on the recommendation of the
Nomination and Remuneration Committee and
the Board of Directors of the Company, a Postal
Ballot process has been initiated for obtaining
Shareholders approval by issue of Postal Ballot
Notice dated April 16, 2026 for passing of special
resolution for re-appointment of Mr. Kanubhai
Patel (DIN: 00008395), Mr. Sanjay Asher (DIN:
00008221) and Mr. Raju Swamy (DIN: 03032679)
as Non-Executive Independent Directors for a
Second Term of 5 years w.e.f. May 20, 2026, the
e-voting for which has commenced on Monday,
April 20, 2026 at 9.00 a.m. and concludes on
Tuesday, May 19, 2026 at 5.00 p.m. Based on the
Scrutinizer’s Report, the resolutions, if approved
by the requisite majority, shall be deemed to have
been passed on the last date of remote e-voting
i.e. Tuesday, May 19, 2026.

MEETINGS OF THE BOARD:

During the year, four (4) Board meetings were
convened and held on May 05, 2025, August 02, 2025,
November 10, 2025 and January 30, 2026, respectively,
in respect of which meetings proper notices were
given and the proceedings were properly recorded
and signed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act,
2013 read with the rules made there under, including
any enactment or re-enactment thereon, the Directors
hereby confirm that:

a) In the preparation of the Annual Accounts for
the Financial Year ended on 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
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company for Financial
Year ended March 31, 2026 and of the Profit of the
Company for the period ended on March 31, 2026;

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 had laid down Internal Financial
Controls (‘I FC’) and that such Internal
Financial Controls are adequate and were
operating effectively;

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

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

During the financial year under review, the Company
conducted Familiarization Programmes for its
Independent Directors in accordance with the
requirements of the Act and the Listing Regulations.
These programmes are designed to apprise the
Independent Directors about the Company’s
business operations, industry dynamics, regulatory
environment, risk management framework, internal
control systems and other relevant aspects.

The details of the Familiarization Programmes are
given in the Corporate Governance Report and
are also posted on the Website of the Company at
https://epigral.com/governance-policies-compliances.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation
17 of the Listing Regulations, the Board of Directors
has undertaken an annual evaluation of its own
performance, as well as that of its Statutory
Committees, namely the Audit Committee,
Stakeholders’ Relationship Committee, Nomination
and Remuneration Committee, Corporate Social
Responsibility Committee, and Risk Management
Committee, in addition to the performance of the
Individual Directors.

For this purpose, a structured evaluation framework
and questionnaire were adopted, covering key
aspects of the Board’s functioning, including
the adequacy of its composition and that of its
Committees, effectiveness of Board processes, quality
of deliberations, Board culture, governance standards,
and the discharge of specific roles, responsibilities,
and fiduciary obligations.

A separate evaluation was carried out to assess the
performance of Individual Directors based on defined
parameters such as participation and contribution in
meetings, preparedness, independence of judgment,
adherence to ethical standards, and their role in
safeguarding the interests of the Company and its
minority shareholders. The Board also evaluated the
performance of the Independent Directors.

In compliance with the requirements of the Act and
the SEBI Listing Regulations, a separate meeting of the
Independent Directors was convened, wherein they
evaluated the performance of the Chairman, the Non¬
Independent Directors, and the Board as a whole. The
Independent Directors also assessed the adequacy,
quality, and timeliness of the flow of information
between the Management and the Board to ensure
effective decision-making and governance oversight.

The Directors expressed satisfaction with the overall
evaluation process and the outcomes thereof, noting
that the process was comprehensive, objective,
and constructive.

REMUNERATION POLICY:

Based on the recommendation of the Nomination
and Remuneration Committee [constituted in
accordance with the provisions of Section 178 of the
Act and Regulation 19 of the Listing Regulations], the
Board has approved a Policy laying down the criteria
for appointment, evaluation, and remuneration of
Directors and Senior Management personnel. The
Policy, inter alia, sets out the principles for determining
qualifications, positive attributes, independence
of Directors, and a framework for remuneration. A
summary of the Policy is provided in the Corporate
Governance Report and the complete Policy is available
on the Company’s Website athttps://epigral.com/
governance-policies-compliances. The composition,
terms of reference, and other relevant details of the
Nomination and Remuneration Committee are set
out in the Corporate Governance Report forming part
of the Annual Report 2025-26.

Non-Executive Independent Directors are paid sitting
fees for attending each meeting of the Board and/or
Committee of the Board, approved by the Board of
Directors within the overall ceilings prescribed under
the Companies Act, 2013 and Rules framed thereunder.

All the Executive Directors (i.e. Chairman/Managing
Director/Whole-time Director) are paid remuneration
as mutually agreed between the Company within
the overall limits prescribed under the Companies
Act, 2013.

In determining the remuneration of the Executive
Directors, the Nomination and Remuneration
Committee ensures / considers the following:

? The remuneration is divided into two components
viz. fixed component comprising salaries,
perquisites and retirement benefits and a variable
component comprising performance bonus;

? The remuneration including annual increment
and performance bonus is decided based on
the criticality of the roles and responsibilities,
the Company’s performance vis-a-vis the annual
budget achievement, individual’s performance
vis-a-vis Key Result Areas (KRAs) / Key Performance
Indicators (KPIs), industry benchmark and current
compensation trends in the market.

COMMITTEES OF THE BOARD:

Currently, the Company has 5 (five) Statutory Board
Level Committees viz. Audit Committee (‘AC’),
Stakeholders Relationship Committee (‘SRC’),
Nomination and Remuneration Committee (‘NRC’),
Corporate Social Responsibility Committee (‘CSR)
and Risk Management Committee (‘RMC’). The
composition of the above committees, as on March
31, 2026, is provided in Corporate Governance Report,
which forms part of the Annual Report 2025-26.

Audit Committee:

The Company has constituted an Audit Committee
in accordance with the provisions of Section 177 of
the Act and Regulation 18 of the Listing Regulations.
The primary objective of the Committee is to oversee
and supervise the financial reporting process of the
Company, ensuring that financial statements are
accurate, complete, and prepared in a timely manner.
The Committee also seeks to uphold the highest
standards of transparency, integrity, and quality in
financial reporting and internal controls.

The composition, terms of reference, and other
relevant details of the Audit Committee are set out in
the Corporate Governance Report forming part of the
Annual Report 2025-26.

Risk Management Committee:

The Company has constituted a Risk Management
Committee in accordance with the requirements
of Regulation 21 of the Listing Regulations. The
Committee follows a structured risk management
framework comprising risk identification, evaluation
and prioritization, formulation of mitigation plans,
monitoring, and documentation of emerging risks. This
systematic approach enables proactive management
of risks and supports informed decision-making.

The Committee reviews identified risks on a rotational
basis, in line with the approved risk management
plan, to evaluate the effectiveness of the mitigation
measures implemented and to assess their impact on
the Company’s overall risk exposure. Through periodic
reviews and oversight, the Committee ensures
that risk management practices remain robust,
responsive, and aligned with the Company’s evolving
business environment.

The composition, terms of reference, and other
relevant details of the Risk Management Committee
are set out in the Corporate Governance Report
forming part of the Annual Report 2025-26.

Corporate Social Responsibility Committee:

As per the provision of Section 135 read with Schedule
VII of the Act and the Companies (Corporate Social
Responsibility Policy) Rules 2014, the Company
has constituted Corporate Social Responsibility
(CSR) Committee and formulated Corporate Social
Responsibility Policy (CSR Policy). This policy is
accessible to all stakeholders on the Company’s
Website athttps://epigral.com/governance-policies-
compliances, ensuring transparency and accessibility
of the Company’s responsibilities towards society.

The Corporate Social Responsibility (“CSR”) Committee
plays a pivotal role in guiding and overseeing the
Company’s CSR initiatives. The primary responsibilities
of the Committee include identifying and approving
CSR projects and programmes to be undertaken by the
Company, recommending the amount of expenditure
to be incurred on such activities, and monitoring the
implementation and impact of the CSR initiatives.
The Committee also ensures that the CSR activities
are aligned with the statutory requirements and the
Company’s broader sustainability objectives.

In line with the provisions of Section 135 and Schedule
VII of the Act, the Company has identified and
undertaken ongoing CSR projects in areas such as
establishment and support of educational institutions,
including skill development center; promotion
of healthcare and preventive health measures;
eradication of poverty; women empowerment
initiatives; and other permissible activities as specified
under Schedule VII of the Act. These initiatives reflect
the Company’s commitment to inclusive growth and
sustainable community development.

The composition, terms of reference, and other
relevant details of the CSR Committee are set out in
the Corporate Governance Report forming part of the
Annual Report 2025-26.

During the year under review, the Company has
unspent CSR amount of Rs. 7.97 Crores which was
transferred to Unspent CSR account FY2026 on April

30, 2026 in accordance with provisions of Section
135(6) of Companies Act, 2013, which will be utilized
on defined ongoing CSR projects and in terms of CSR
policies of the Company. A detailed Annual Report
on CSR activities for the Financial Year ended March

31, 2026 prepared in accordance with Companies
(Corporate Social Responsibility Policy) Rules, 2014 is
appended as ‘Annexure - A’ to this report..

AUDITORS AND AUDITORS’ REPORT:
Statutory Auditors:

M/s. S R B C & Co LLP, Chartered Accountants,
Ahmedabad (Firm Regn. No. 324982E / E300003)
were re-appointed as Statutory Auditors for the
Second Term to hold office till the conclusion of
20^th AGM to be held in 2027, subject to ratification of
their appointment at every Annual General Meeting.

M/s. S R B C & Co LLP have confirmed their eligibility
and qualification required under Section 139, 141 and
other applicable provisions of the Act (including any
statutory modification(s) or re-enactment(s) thereof
for the time being in force).

The Notes to the Financial Statements referred in the
Auditors’ Report are self-explanatory.

There are no qualifications or reservations, or adverse
remarks made by Statutory Auditors of the Company
and therefore do not call for any comments under
Section 134 of the Act. The Auditors’ Report is attached
with the Financial Statements in the Annual Report
2025-26.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Act,
M/s. K V Melwani & Associates (FRN - 100497), Cost
Accountants were appointed as the Cost Auditors
of the Company to conduct audit of the Company’s
Cost Accounting Records in respect of the products
of the Company for the Financial Year 2025-26 at
the remuneration of ^2,75,000/- (Rupees Two Lakhs
Seventy Five Thousand only) per annum plus Goods
and Service Tax (GST) and out of pocket expenses.

Your Company has received consent from M/s.
K V Melwani & Associates (FRN - 100497), Cost
Accountants, to act as the Cost Auditors of your
Company for the Financial Year 2026-27 along with a
certificate confirming their independence. As per the
provisions of the Act, a resolution seeking approval of
the Shareholders ratifying remuneration payable to
the Cost Auditors forms part of the Notice convening
Annual General Meeting.

The Company has maintained the Cost accounts and
records in accordance with Section 148 of the Act and
Rules framed thereunder. The Cost Audit Report for
the Financial Year 2024-25 was filed with the Ministry
of Corporate Affairs on September 27, 2025.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules
2014, your Company had engaged the services of M/s
Shahs & Associates, a firm of Company Secretaries
in Practice to undertake the Secretarial Audit of the
Company for the Financial Year ended March 31, 2026.
The Secretarial Audit Report in Form No. MR - 3 for the
Financial Year ended March 31, 2026 is annexed to this
report as ‘Annexure - B’.

M/s Shahs & Associates, a peer reviewed firm has
been appointed as Secretarial Auditors for five years
starting from Financial Year ended March 31, 2026. A
Resolution seeking their appointment was passed by
the Shareholders at Annual General Meeting held on
June 28, 2025.

Internal Auditor:

M/s. C N K Khandwala & Associates, Chartered
Accountants was appointed as Internal Auditors
for Financial Year 2025-26 to carry out the periodic
audit as per the Scope of Work approved by the
Audit Committee.

Frauds Reported by Auditors

During the year under review, the Statutory Auditors
of the Company have not reported any instance of
fraud committed in the Company by its officers or
employees under Section 143(12) of the Act.

The Company maintains internal control systems,
well-defined policies and procedures, and an effective
internal audit mechanism to safeguard its assets and
ensure the accuracy and reliability of its financial
records. The absence of any reported fraud during the
year indicates Company’s effective internal controls,
adherence to good governance and reflects the
strength of the Company’s governance framework,
internal controls, and commitment to ethical
business practices.

INTERNAL FINANCIAL CONTROL SYSTEM
AND THEIR ADEQUACY:

The Company has in place adequate Internal Financial
Controls with reference to Financial Statements.
During the financial year, such controls were tested
and no reportable material weakness in the design
or operation of Internal Finance Control System
was observed.

For all amendments to Accounting Standards and
the new Standards notified, the Company carries
out a detailed analysis and presents the impact on
accounting policies, financial results including revised
disclosures to the Audit Committee. The approach
and changes in policies are also validated by the
Statutory Auditors.

The Audit Committee periodically reviews the reports
submitted by the Internal Auditors. Key findings,
observations, and recommendations arising from
internal audit reviews, along with the corrective
actions taken by the Management, are presented to
the Committee. The Audit Committee monitors the
status of implementation of audit recommendations
on a regular basis and escalates significant matters, if
any, to the Board for its consideration.

In accordance with the relevant provisions of the Act,
the Statutory Auditors have provided their opinion
on the adequacy and operating effectiveness of the
Company’s Internal Financial Controls in their Audit
Report forming part of Annual Report 2025-26.

RELATED PARTY TRANSACTIONS (RPT):

All Related Party Transactions entered into by the
Company during the financial year were conducted in
the ordinary course of business and on an arm’s length
basis. The Company has not entered into material
transactions with related parties i.e., exceeding 10%
or more of the turnover of the Company with related
parties, which may have a potential conflict with the
interest of the Company at large. Accordingly, there
are no transactions required to be disclosed in Form
AOC-2 pursuant to the provisions of the Act.

During the financial year, all Related Party Transactions
were placed before the Audit Committee and were
also reviewed by the Board, as applicable. Further, no
material transactions with related party(ies) requiring
shareholders’ approval has been entered during the
financial year under review. However, the Company,
as and when required, will obtain Shareholders’
approval for entering into such material transactions
with related party(ies).

In compliance with Regulation 23 of the Listing
Regulations, the Company has formulated a Policy
on Materiality of Related Party Transactions and on
dealing with Related Party Transactions. The Policy
lays down the framework and guiding principles
for identification, approval, and monitoring of such
transactions and is available on the Company’s
Website athttps://epigral.com/governance-policies-
compliances.

VIGIL MECHANISM / WHISTLE BLOWER
POLICY:

In accordance with the provisions of Section 177 of the
Act and Regulation 22 of the Listing Regulations, the
Company has established a Vigil Mechanism-cum-
Whistle Blower Policy (“Policy”).

The Policy provides a formal mechanism for Directors,
Employees, and other Stakeholders to report genuine
concerns, including instances of unethical conduct,
suspected fraud, violations of the Company’s Code
of Conduct, or any other improper practices. The
mechanism ensures that such concerns can be raised
in a confidential and secure manner, without fear of
retaliation or victimization. It also lays down procedures
for receiving, reviewing, and addressing complaints
in a fair and transparent manner, thereby reinforcing
the Company’s commitment to high standards of
integrity, accountability, and ethical governance.

The Policy applies to all Directors and Employees of
the Company and aims to foster a culture of openness
and responsibility within the organization. The Vigil
Mechanism-cum-Whistle Blower Policy is available
on the Company’s Website athttps://epigral.com/
governance-policies-compliances.

During the financial year under review, no complaints
were received under the Policy by the Company, the
Audit Committee, or the Board of Directors.

Further, no concerns were reported relating to
unethical conduct, bribery or corruption, violation
of the Company’s Code of Conduct, or any other
misconduct under the framework of the Policy.

PREVENTION OF SEXUAL HARASSMENT
AT WORKPLACE:

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”)
and the rules framed thereunder, the Company
has constituted an Internal Complaints Committee
(“ICC”) at its workplaces. The ICC is entrusted
with the responsibility of receiving, investigating,
and redressing complaints pertaining to sexual
harassment of women at the workplace in a fair,
impartial, and time-bound manner.

The Company is committed to providing a safe,
secure, and inclusive working environment free
from harassment and discrimination. It has adopted
a Policy on Prevention of Sexual Harassment of
Women at Workplace, which outlines the procedures
for reporting complaints, conducting inquiries,

and ensuring protection against victimization or
retaliation. Regular awareness initiatives are also
undertaken to sensitize employees about their rights
and responsibilities under the Act.

The Policy on Prevention of Sexual Harassment of
Women at Workplace is available on the Company’s
website athttps://epigral.com/governance-policies-
compliances.

During the financial year under review, no complaints
were received by the Internal Complaints Committee
(ICC) under the provisions of the POSH Act. Further,
no incidents of sexual harassment were reported at
any of the Company’s workplaces during the year.

COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961:

Your Company confirms that it has complied with the
applicable provisions of the Maternity Benefit Act, 1961
and the rules made thereunder during the financial
year under review. Eligible women employees were
provided maternity benefits in accordance with the
provisions of the Act.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and
Employees as per Section 197 of the Act read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
are annexed to this report as ‘Annexure - C’. However,
as per the provisions of Section 136 of the Act, the
Annual Report 2025-26 is being sent to the Members
and others entitled thereto, excluding the information
on Employees’ Remuneration particulars as required
under Rule 5 (2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014. The disclosure is available for inspection by the
Members at the Registered Office of your Company
during business hours on all working days (except
Saturday) of the Company up to the date of the
ensuing AGM. Any Member interested in obtaining a
copy thereof, may write to the Company Secretary of
the Company.

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

The information pertaining to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo as required under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is annexed to this report as ‘Annexure - D’.

RESEARCH AND DEVELOPMENT:

Located in Changodar, Ahmedabad, the Company’s
Research and Development (R&D) Centre serves
as a key driver of innovation and technological
advancement in the specialty chemicals sector.
The Centre plays a strategic role in strengthening
the Company’s product portfolio, enhancing
process efficiencies, and supporting sustainable
growth initiatives.

Equipped with state-of-the-art laboratories, advanced
analytical instruments, and modern pilot-scale
facilities, the R&D Centre is staffed by a dedicated
team of experienced scientists and researchers. The
team focuses on the development of new molecules,
advanced specialty intermediates, and value-added
chemical solutions, while also working on process
optimization, cost efficiencies, and environmentally
responsible technologies. Through continuous
innovation and research, the Centre contributes to
the Company’s competitive positioning and long¬
term growth strategy. The Company’s R&D has
been recognized by the Department of Scientific and
Industrial Research (DSIR) and Ministry of Science
& Technology.

SIGNIFICANT OR MATERIAL ORDERS
PASSED BY THE AUTHORITY:

No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status of the Company and its
future operations.

CORPORATE GOVERNANCE:

At the heart of effective corporate governance are the
core values that guide the Company’s actions and
decision-making. The four pillars of the Company’s
value system - Together, Caring For, Agile, and Making
It Happen - serve as the foundation for its culture
and business practices. These values shape the way
the Company conducts its operations, engages with
stakeholders, and pursues its strategic objectives.

Corporate Governance, in its true sense, represents a
harmonious integration of sound business practices
and ethical principles. It encompasses accountability,
responsibility, fairness, transparency, robust risk
management, and sustainability. By embedding
these principles into its governance framework,
the Company not only strengthens organizational
performance and long-term growth but also fosters
trust, confidence, and enduring relationships with its
stakeholders and shareholders.

In accordance with Regulation 34 read with
Schedule V of the Listing Regulations, we have
included a Report on Corporate Governance forming
part of the Annual Report 2025-26 along with the
Certificate from Practicing Company Secretary
confirming the compliance with the conditions of
Corporate Governance.

MANAGEMENT DISCUSSION AND
ANALYSIS:

Pursuant to Regulation 34(2)(e) of the Listing
Regulations, the Management Discussion and
Analysis Report for the year under review is presented
in a dedicated section of the Annual Report 2025-26.
The Report provides an overview of the Company’s
performance, industry developments, risks and
opportunities, financial results, and future outlook.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2026 of
the Company, is available on Company’s Website and
can be accessed, athttps://epigral.com/governance-
policies-compliances.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

In compliance with Regulation 34(2)(f) of the Listing
Regulations, the Business Responsibility and
Sustainability Report (“BRSR”) forms an integral part
of the Annual Report 2025-26. The BRSR outlines the
Company’s key Environmental, Social and Governance
(ESG) initiatives and its commitment to sustainable
and responsible business practices.

CEO/ CFO CERTIFICATION:

In compliance with Regulation 17(8) of the Listing
Regulations, a Certificate from Chairman & Managing
Director and Chief Financial Officer of the Company
(‘Annexure - E’) to the Board of Directors as specified
in Part B of Schedule II of the Listing Regulations
forms part of the Annual Report 2025-26.

INSURANCE:

The Company’s Plant, Property, Equipment and Stocks
are adequately insured under the Industrial All Risk
(IAR) Policy. The Company has insurance coverage
for Product and Public Liability and Commercial
General Liability. It also maintains various other types
of insurance, such as Directors’ and Officers’ Liability
Policy, Transit and Marine Policy, Employee Benefit

Insurance Policies, etc. The Company covers the
properties on full sum insured basis on replacement
value. The scope of coverage, insurance premiums,
policy limits and deductibles are in line with the size
of the Company and its nature of business.

ENVIRONMENT, HEALTH AND SAFETY:
Environment:

As a responsible corporate citizen and a manufacturer
in the chemicals sector, environmental protection and
safety remain paramount priorities for the Company.
The Company is committed to strict adherence to all
applicable environmental laws and pollution control
norms and continuously endeavors to not only comply
with statutory requirements but also to adopt best
environmental practices.

The Company continuously undertakes initiatives to
develop and implement safer process technologies,
optimized unit operations, and sustainable systems,
thereby strengthening its risk management
framework and fostering long-term, sustainable value
creation for all stakeholders.

To achieve its commitment to sustainability, the
Company has constituted an internal Environment,
Social and Governance (ESG) Committee to guide,
monitor, and review ESG initiatives and performance.
A detailed section on ESG initiatives and performance
forms part of the Annual Report for the financial year
2025-26.

Health and Safety:

Health and safety remain a priority for Company’s
manufacturing operations. Your Company
operate under Process Safety Management
systems, supported by regular HAZOP studies, risk
assessments, and compliance audits to mitigate
operational risks. Regular training programs and
emergency response drills promotes a strong safety
culture and preparedness across the site. Through
governance and continuous improvement, your
Company remain committed to the goal of zero harm
and safe, responsible operations.

INDUSTRIAL RELATIONS:

During the year under review, the Company continued
to maintain cordial and harmonious industrial
relations across all its units and establishments. The
relationship between the Management, workmen,
and staff remained positive, constructive, and built
on mutual trust and respect. Open communication
channels, employee engagement initiatives, and a

collaborative work culture contributed to maintaining
a stable and productive work environment throughout
the year.

DETAILS OF NODAL OFFICER:

In accordance with Rule 7(2A) of Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, the detail of
Dy. Nodal Officer of the Company, for the purpose of
coordination with Investor Education and Protection
Fund (IEPF) Authority is as under:

The Company has also displayed the above details of
Dy. Nodal Officer at its Website at www.epigral.com.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in
Compliance with the Secretarial Standards issued

by the Institute of Company Secretaries of India
(ICSI) on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2).

The Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by
the Central Government under Section 118(10) of
the Act.

(B) Annual Listing Fee:

The Company shares are listed with National Stock
Exchange of India Limited and BSE Limited and
listing fees was paid to both the Stock Exchanges.

(C) No One Time Settlement:

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

ACKNOWLEDGMENT:

Your Directors thank the various Central and State
Government Departments, Organizations and
Agencies for the continued help and co-operation
extended by them. The Directors also gratefully
acknowledge all Stakeholders of the Company viz.
Customers, Members, Dealers, Vendors, Banks and
other Business Partners for the excellent support
received from them during the year. The Directors
place on record unstinted commitment and continued
contribution of the Employee to the Company.

By Order of the Board

For Epigral Limited

Maulik Patel

Date: May 02, 2026 Chairman & Managing Director

Place: Ahmedabad (DIN - 020006947)