The Board of Directors is pleased to present the report on the business and operations of your Company (“the
Company” or “Indokem”) along with the audited financial statements for the financial year ended March 31, 2026.

1. Results of our operations and state of affairs:

During the financial year under review, the Company continued to focus on strengthening its core business
operations through improved operational efficiencies, cost optimisation, prudent working capital management,
and effective procurement strategies. Despite a challenging business environment marked by volatility in raw
material prices, intense market competition, and global geopolitical uncertainties, the Company remained
committed to enhancing productivity, maintaining customer satisfaction, and creating long-term value for its
stakeholders. The financial performance of the Company for the year ended March 31, 2026 is summarised
below:

(' in Lakhs)

2. Operational Performance:(i) Consolidated Financial Performance:

Revenue from operations for FY 2025-26 stood at ?16,939 lakhs, registering a decrease of 4.89% from
?17,809 lakhs in the previous year. EBITDA declined to ?785 lakhs from ?837 lakhs in FY 2024-25. Profit
After Tax (PAT) stood at ?185 lakhs compared with ?314 lakhs in the previous year.

(ii) Standalone Financial Performance:

Revenue from operations for FY 2025-26 stood at ?14,804 lakhs as against ?15,365 lakhs in FY 2024¬
25, reflecting a decline of 3.65%. EBITDA increased to ?764 lakhs from ?570 lakhs in the previous year.
Profit After Tax (PAT) improved significantly to ?213 lakhs from ?92 lakhs in FY 2024-25, demonstrating
enhanced profitability during the year.

(iii) Outlook:

The global dyes and chemicals industry is expected to witness gradual improvement during financial
year 2026-27, supported by a recovery in textile demand, diversification of global supply chains, and an
increasing focus on sustainable manufacturing practices. India continues to strengthen its position as a
preferred sourcing destination for specialty chemicals, dyes, and intermediates, as global customers seek
reliable and diversified supply partners. Additionally, rising investments in technical textiles, performance
chemicals, and value-added applications are expected to create new growth opportunities for the industry.

The industry, however, continues to operate in a challenging environment marked by volatility in crude oil
prices, fluctuations in raw material costs, geopolitical uncertainties and evolving regulatory requirements.
The recent geopolitical tensions and armed conflict in the Middle East, particularly involving Iran, have
significantly impacted global energy markets. The disruption of regional stability and concerns over
shipping routes in the Persian Gulf and the Strait of Hormuz have resulted in higher crude oil prices,

increased freight and marine insurance costs, and supply chain uncertainties. As several chemical
intermediates and feedstocks are derived from petrochemical sources, these developments have exerted
upward pressure on input costs and overall production economics across the chemical industry. The
Company continues to closely monitor these developments and has undertaken appropriate procurement,
inventory management and cost optimisation measures to mitigate their impact.

Despite these challenges, domestic demand remained resilient during the year. While profitability
was affected by cost pressures and intense market competition, healthy demand and stable volumes
enabled the industry to maintain satisfactory capacity utilization levels. The Company continued to focus
on operational efficiency, cost optimization initiatives, strategic procurement, and prudent inventory
management to mitigate the impact of rising input and logistics costs.

The Company remains committed to strengthening its export business and actively engaging with
international customers to capitalize on emerging opportunities in global markets. Continuous emphasis
on product quality, customer relationships, process improvements, and sustainable manufacturing
practices is expected to support long-term growth and enhance competitiveness.

Looking ahead, while short-term uncertainties relating to raw material prices, freight costs, and global
economic conditions may persist, the long-term fundamentals of the dyes and chemicals industry remain
positive. With its established market presence, diversified customer base, and focus on operational
excellence, the Company is well positioned to benefit from future growth opportunities in both domestic
and international markets.

To further streamline operations and enhance efficiency, the Company has consolidated the warehouse
at Village Dahisar Mori into the main unit at Chikhloli MIDC, Ambernath. This integration is expected to
improve manufacturing efficiency, supervision, and quality control.

3. Consolidated Financial Statements

The consolidated financial statements of the Company and its subsidiaries for financial year 2025-26 have been
prepared in compliance with the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements, along with the Independent Auditor's Report, form part of this Annual Report.

4. Subsidiary, Associate and Joint Venture Companies:

There was no material change in the nature of the business of the subsidiaries during the year. As of March 31,
2026, the Company had the following subsidiaries:

The Company has no associate companies or joint ventures.

As required under Section 129 of the Act and Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial statements of subsidiaries in Form AOC-1 is attached as
Annexure B to this report.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies will be available
to shareholders upon request and are open for inspection. Members may email their request to iklsecretarial@
gmail.com until the date of the AGM. These statements are also available on the Company's website at: https://
www.indokem.co.in/subsidiaries-financials.php.

Pursuant to Regulation 16(1)(c) of the Listing Regulations, the Company has adopted a Policy on Material
Subsidiaries, available at: https://www.indokem.co.in/Policies.php.

5. Share Capital:

As on March 31, 2026, the Authorised Share Capital of the Company was ?30,42,56,000/- (Rupees Thirty
Crores Forty-Two Lakhs Fifty-Six Thousand only) consisting of 2,83,25,600 (Two Crores Eighty-Three Lakhs
Twenty-Five Thousand Six Hundred only) equity shares of ?10 (Rupees Ten) each and 21,00,000 (Twenty-One
Lakhs) 8% Non- Cumulative Redeemable Preference Shares of ?10/- each (Rupees Ten).

The paid-up share capital of the Company is ?29,95,92,300/- (Rupees Twenty-Nine Crores Ninety-Five Lakhs
Ninety-Two Thousands Three Hundred only) consisting of 2,78,88,255 of (Two Crores Seventy-Eight Lakhs
Eighty-Eight Thousand Two Hundred and Fifty-Five Only) equity shares of ?10 (Rupees Ten) each amounting
to ?27,88,82,550/- (Rupees Twenty-Seven Crores Eighty-Eight Lakhs Eighty-Two Thousand Five Hundred Fifty
Only).

Further, the Company has not issued:

a. Any shares with differential voting rights;

b. Any sweat equity shares; or

c. Any new preference shares.

6. Transfer to Reserves:

In view of the accumulated losses, the Company has not transferred any amount to reserves during the financial
year, in accordance with Section 134(3)(j) of the Companies Act, 2013.

7. Dividend:

The Board of Directors does not recommend any dividend on equity shares for the financial year ended March
31,2026.

8. Investor Education and Protection Fund (IEPF) related information:

There was no unclaimed dividend due for transfer to the IEPF during financial year 2025-26.

As per Sections 124 and 125 of the Act and the IEPF Rules, dividends remaining unpaid or unclaimed for seven
consecutive years are required to be transferred to the IEPF. The Company requests all members to claim their
unpaid dividends within the prescribed timeline.

Concerned shareholders or their legal heirs may claim the transferred dividend amounts and corresponding
shares from the IEPF Authority after following the prescribed procedure.

9. Change in the nature of business:

There was no change in the nature of the Company's business during financial year 2025-26.

10. Material Changes and Commitments:

There have been no material changes or commitments affecting the financial position of the Company that have
occurred between the end of the financial year and the date of this report.

11. Directors and Key Managerial Personnel:

During the year under review, the following changes occurred in the composition of the Board of Directors and
Key Managerial Personnel of the Company:

(i) Re-appointments

• Mr. Rahul Singh (DIN: 07477748) was re-appointed as an Independent Director of the Company for
the Second term at the Annual General Meeting held, for a period of 5 (five) years with effect from
September 29, 2025.

(ii) Retirements and re-appointment at the Annual General Meeting (AGM)

• In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Asha Mahendra Khatau (DIN: 00063944) retires by rotation at the
forthcoming Annual General Meeting and, being eligible, has offered herself for re-appointment. A

resolution seeking approval of the Members for her re-appointment forms part of the Notice of the
AGM. The Board recommends her re-appointment.

• Mr. Arupkumar Basu (DIN: 00906760) holds office as Managing Director of the Company up to
September 28, 2026. Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on May 4, 2026, approved his re-appointment
as Managing Director for a further term of three years commencing from September 29, 2026,
subject to the approval of the Members at the forthcoming Annual General Meeting. The requisite
Special Resolution seeking approval of the Members for his re-appointment forms part of the Notice
of the AGM.

• Mr. Manish Mahendra Khatau (DIN: 02952828) holds office as Whole-time Director of the Company
up to February 28, 2027. Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on May 4, 2026, approved his re-appointment
as Whole-time Director for a further term of three years commencing from March 1, 2027, subject
to the approval of the Members at the forthcoming Annual General Meeting. The requisite Special
Resolution seeking approval of the Members for his re-appointment forms part of the Notice of the
AGM.

12. Certificates from Practicing Company Secretary:

M/s. Mayur More & Associates, Practicing Company Secretaries, have issued a certificate pursuant to the
Listing Regulations confirming that none of the Directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Directors by SEBI, the Ministry of Corporate Affairs, or any
other statutory authority. The said certificate is annexed herewith as Annexure G.

13. Training and Familiarization Program for Directors:

In compliance with Regulation 25(7) of the SEBI Listing Regulations and provisions of the Companies Act, 2013,
the Company has conducted familiarization programs for its Independent Directors to keep them informed
about major developments in legal, regulatory, and operational matters.

The Policy on Familiarization Program and the details of the programs conducted are available on the
Company's website at: www.indokem.co.in

14. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors:

The Board has established a formal process to annually evaluate its performance and that of its Committees
and individual Directors, including the Chairman.

The evaluation was carried out in accordance with the criteria laid down by the Nomination and Remuneration
Committee and is broadly based on the Guidance Note on Board Evaluation issued by SEBI on January 5,
2017. Key evaluation parameters included:

• Fulfillment of key responsibilities towards stakeholders;

• Structure, composition, and role clarity of the Board and its Committees;

• Coordination and cohesiveness between the Board and Committees;

• Effectiveness of deliberations and decision-making processes;

• Board/Committee dynamics and culture; and

• Quality of relationship between Board and Management.

A separate meeting of Independent Directors held on May 4, 2026, evaluated the performance of Non¬
Independent Directors, the Board as a whole, and the Chairman. The Nomination and Remuneration Committee
also reviewed the performance criteria on the same date.

The Board, in its meeting following the above, discussed and noted the overall performance outcomes.

Outcome of Evaluation

The evaluation reflected a high level of satisfaction with the Board's functioning, ethical governance standards,
and the professional relationship between the Board and Management. Directors appreciated the openness
and transparency in information sharing, especially in strategic matters.

15. Policy on Directors’ Appointment and Remuneration and other details:

The Company's policy on the appointment and remuneration of Directors, and other matters as provided under
Section 178(3) of the Companies Act, 2013, is disclosed in the Corporate Governance Report, which forms part
of this Annual Report.

16. Remuneration of Directors and Key Managerial Personnel:

In accordance with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, details relating to the remuneration of Directors and KMP are disclosed in Annexure A to this
Report.

17. Particulars of Employees:

Disclosures pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure A.

No employee falls under the criteria specified in Rule 5(2) of the said Rules.

A statement of top ten employees in terms of remuneration drawn and particulars of employees under Rule
5(2) and Rule 5(3) is enclosed as Annexure I. In accordance with the proviso to Section 136(1) of the Act,
this annexure is not being sent to Members but is available for inspection and may be obtained by request at
iklsecretarial@gmail.com.

No employee of the Company is related to any Director or holds 2% or more of the equity share capital of the
Company as specified in Rule 5(2).

18. Directors’ Responsibility Statement:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors
confirms that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures;

(ii) Accounting policies have been selected and applied consistently, and judgments and estimates made are
reasonable and prudent to give a true and fair view of the Company's state of affairs and profit for the year;

(iii) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a going concern basis;

(v) Internal financial controls have been laid down and are adequate and operating effectively; and

(vi) Proper systems have been devised to ensure compliance with all applicable laws and such systems are
adequate and operating effectively.

19. Audit:19.1 Statutory Audit

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, at
the 56^th AGM held on September 29, 2022, the members approved the appointment of M/s. CNK & Associates
LLP, Chartered Accountants (ICAI Firm Registration Number: W100036) as Statutory Auditors of the Company
to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 61^st AGM to be
held in 2027.

The financial statements of the Company have been prepared in accordance with Indian accounting standards
(Ind AS) notified under Section 133 of the Act. The Statutory Auditor's report does not contain any qualifications,
reservations, adverse remarks or disclaimers in their report for the financial year ended March 31,2026.

19.2 Secretarial Audit of the Company:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and as mentioned in the previous year's Annual
Report, the Board of Directors of your Company based on the recommendations of the Audit Committee,
approved and recommended to the Shareholders for their approval, the appointment of M/s. Mayur More &
Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for a term of five
consecutive financial years, commencing from FY 2025-26 up to FY 2029-30. Further, the Shareholders of the
Company at the 59^th Annual General Meeting held on 25^th September 2025, on the basis of the recommendation
of the Board of Directors, approved the aforementioned appointment of M/s. Mayur More and Associates as the
Secretarial Auditor of the Company.

The Secretarial Audit Report in Form MR-3 forms part of this Annual Report and is annexed herewith as
Annexure H.

The Secretarial Auditor has made one observation regarding a delay of one day in the submission of the Annual
Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company has duly paid the fine levied by BSE Limited in this regard. The delay was inadvertent in
nature and did not have any material impact on the Company's operations or governance framework. Further, the
management has implemented appropriate corrective measures and strengthened its internal compliance and
monitoring mechanisms to ensure timely compliance with all applicable statutory and regulatory requirements
in future.

19.3 Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31^st March 2026 and as such the
requirement under Regulation 24A of the SEBI LODR Regulations regarding the Secretarial Audit of Material
Unlisted Indian Subsidiary is not applicable to the Company for the FY 2025-26.

19.4 Cost Audit and Cost Report:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as
specified by the Central Government and accordingly Company has maintained accounts and cost records as
required under the Act and the Companies (Cost Records and Audit) Rules, 2014. The members in the 59^th
AGM ratified the appointment and remuneration of M/s. Y S. Gokhale & Associates (Firm Registration No.
101710) as the Cost Auditors for F.Y 2025-26 which was approved by the Board of Directors in their meeting
held on August 8, 2025.

Further, the Board at its meeting held on July 31,2026 has, on the recommendation of the Audit Committee,
approved the reappointment of M/s. Y S. Gokhale & Associates (Firm Registration No. 101710), as Cost
Auditors of the Company for F.Y 2026-27 on a remuneration of ?1,40,000/- plus taxes as applicable. The
remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014 and will accordingly place before the Shareholders for ratification.
The same is placed for ratification of Members and forms part of the Notice of the AGM.

19.5 Internal Auditor:

Pursuant to the provisions of Section 138 of the Act, the Board, at its meeting held on May 09, 2025 based
on the recommendation of the Audit Committee, had approved the appointment of Mr. Mukund Nagpurkar
to conduct the internal audit of your Company for the F.Y 2025-26. The Board was further informed that
Mr. Mukund R. Nagpurkar, the Internal Auditor of the Company for the Financial Year 2025-26, has expressed
his willingness to be reappointed.

The Board of Directors at their meeting held on May 04, 2026 has re-appointed Mr. Mukund Nagpurkar as the
Internal Auditors of your Company for the F.Y. 2026-27.

20. Instances of fraud reported by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any
instances of fraud committed against the Company by its officers or employees under Section 143(12) of the
Companies Act, 2013.

21. Secretarial Standards:

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

22. Corporate Governance:

The Company has complied with the requirements of Corporate Governance as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Corporate
Governance Report along with the certificate from M/s. Mayur More & Associates, Practicing Company
Secretaries, confirming compliance with the conditions of Corporate Governance, forms part of this Annual
Report and is annexed as Annexure F.

23. Management Discussion and Analysis:

The Management Discussion and Analysis Report, as required under Regulation 34(2) read with Schedule V of
SEBI Listing Regulations, 2015 is enclosed and forms part of this Annual Report as Annexure J.

24. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for the financial year 2025-26 has been uploaded on the
Company's website and is accessible at: https://www.indokem.co.in/Annual-Return.php.

25. Meetings of the Board of Directors:

During the year under review, four (4) meetings of the Board of Directors were held. The details of these
meetings are provided in the Corporate Governance Report. The gap between the meetings was within the
period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

26. Board Committees

In compliance with the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted the
following statutory Committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

In addition, the Company has also constituted:

• Risk Management Committee

• Committee of Board of Directors

• Vigil mechanism/Whistle Blower Committee

Details regarding the composition, terms of reference, and meetings held by these Committees during the year
under review are disclosed in the Corporate Governance Report, which forms an integral part of this Annual
Report. There have been no instances where the Board did not accept the recommendations of any of its
Committees, including the Audit Committee.

27. Internal Financial Control Systems and their Adequacy:

The Company has in place adequate internal financial control systems commensurate with the nature, size, and
complexity of its operations. These internal controls are designed to ensure the reliability of financial reporting
and compliance with applicable laws and regulations. A detailed analysis of the internal control systems is
provided under the section ‘Internal Control Systems and their Adequacy' in the Management Discussion and
Analysis Report forming part of this Annual Report.

28. Vigil Mechanism / Whistle Blower:

In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations,
the Company has established a Vigil Mechanism/Whistle Blower Policy to report concerns about unethical
behavior, actual or suspected fraud, or violation of the Company's Code of Conduct.

The mechanism provides for adequate safeguards against victimization of employees who avail of the
mechanism. No person has been denied access to the Chairman of the Audit Committee.

The policy is available on the Company's website at: https://www.indokem.co.in/Policies.php

29. Code of Conduct:

The Company has adopted a Code of Conduct for its Board of Directors and Senior Management Personnel,
which sets out the principles of ethical conduct and integrity. All Directors and Senior Management Personnel
have affirmed compliance with this Code for the financial year 2025-26.

The Code is available on the Company's website at the following links:
https://www.indokem.co.in/pdf/newpdf/Code%20of%20Conduct%20for%20Directors.pdf
https://www.indokem.co.in/pdf/financial/senior employee code of conduct.pdf

In accordance with Regulation 34 of the Listing Regulations, a declaration signed by Mr. Mahendra K. Khatau,
Chairman and Managing Director, confirming compliance with the Code by all concerned, is annexed as
Annexure E to this Report.

30. Insider Trading Policy:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), the Company has
adopted the following codes:

• Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

These Codes provide for formulation of trading plans, pre-clearance of trades, and prohibition on trading in the
Company's securities by Designated Persons and their immediate relatives while in possession of Unpublished
Price Sensitive Information and during closure of the Trading Window.

A Structured Digital Database (SDD) is maintained internally containing details of Designated Persons and
Connected Persons in accordance with the PIT Regulations.

The Company Secretary has been designated as the Compliance Officer for the effective implementation of the
Insider Trading Code.

All Directors, Designated Persons, and Connected Persons have affirmed compliance with the above
aforemention codes. The aforemention Codes are available on the Company's website at:

https://www.indokem.co.in/pdf/newpdf/Code%20of%20Practices%20and%20Procedures%20for%20Fair%20

Disclosure%20of%20UPSI.pdf

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company has in place a Prevention of Sexual Harassment (POSH) Policy, in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The policy covers all employees including permanent, contractual, temporary and trainees.

In compliance with the provisions of the Act, the Company has constituted separate Internal Complaints
Committee (ICC) to address complaints of sexual harassment at its Head Office at Mahim, Mumbai and factory
units at Ambernath, District Thane, Maharashtra and Naroda, Gujarat to address complaints relating to sexual
harassment at the workplace.

No complaints were filed, disposed of, or pending during the financial year under review.

The Internal Committees have also been registered on the SHe-Box Portal of the Ministry of Women and
Child Development, Government of India, in compliance with the applicable regulatory requirements. The SHe-
Box Portal serves as a centralized platform for registration and monitoring of complaints relating to sexual
harassment at the workplace, thereby facilitating timely redressal and enhancing transparency in the grievance
redressal mechanism.

32. Declaration under the Maternity Benefit Act, 1961:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 during the year under
review. All eligible female employees have been extended the benefits mandated under the Act, ensuring their
rights and welfare are upheld in accordance with the applicable statutory requirements.

33. Diversity, Equity and Inclusion

Indokem Limited is committed to promoting diversity, equity and inclusion (DEI) throughout its operations,
recognising that these values are key drivers of innovation, productivity and sustainable growth. The Company
ensures equality and respect for all individuals, irrespective of gender, ethnicity, age, caste, religion or
background. It fosters inclusive workplaces through practices like pay parity, skill development and demographic
diversity.

The composition of the workforce of the Company as on March 31,2026, is as follows:

The Company ensures that compensation is based on the skills, experience, and performance of its employees,
with no gender bias. The Company focuses on optimising the return on its human capital, making data-driven
decisions to guide talent acquisition, resource allocation and employee development strategies.

34. Particulars of Loans, Guarantees and Investments:

Details of loans, guarantees, and investments covered under the provisions of Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2026,
are disclosed in Note No. 5 to the standalone financial statements of the Company.

35. Deposits:

During the year under review, the Company has not accepted or renewed any deposits within the meaning
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as
amended. As on March 31,2026, there were no outstanding amounts of principal or interest. The Company had
no unpaid or unclaimed deposits. Accordingly, the provisions of Chapter V of the Act are not applicable.

36. Transactions with Related Parties:

The Company has in place a robust process for approval of Related Party Transactions and on dealing with
Related Parties.

As per the process, the necessary details of each Related Party Transaction, as applicable, along with the
justification, are provided to the Audit Committee in terms of the Company's Policy on Materiality of and Dealing
with Related Party Transactions and as required under SEBI Master Circular dated 30^th January 2026 for
compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI LODR Regulations').

The Material Related Party Transactions approved by the Members of the Company are also reviewed and
recommended by the Audit Committee to the Members. Further, on a quarterly basis, the Audit Committee of
the Company reviews the actual transactions undertaken pursuant to the omnibus approvals granted by it, in

accordance with Regulation 23 of the SEBI LODR Regulations and section 177 of the Companies Act, 2013
(‘the Act').

All Related Party Transactions entered during the year were in the ordinary course of business and on arm's
length basis.

The Policy on Related Party Transactions is available on the Company's website. Disclosure of such transactions
in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is annexed as Annexure C. Further details are provided in the Notes to the Financial Statements.

37. Insurance:

All properties and insurable interests of the Company, including buildings, plant and machinery, and inventories,
have been adequately insured.

38. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

As per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014, relevant disclosures are as follows:

A. Conservation of Energy:(a) Energy Conservation measures taken:(i) Electrical Energy:

o Regular preventive and predictive maintenance of electrical systems to minimize energy loss.
o Upgradation of electrical infrastructure to reduce power consumption.

(ii) Furnace Oil / LDO Consumption:

There is no major consumption of Furnace Oil / Light Diesel Oil. However, there are some processing
activities carried out limiting the consumption of energy.

(b) Additional investments and proposals if any, being implemented for reduction of consumption of
energy:

The Company is in the process of upgrading and installing energy-efficient machinery, expected to
enhance operational efficiency.

(c) Impact of the measures at (a) and (b) for reduction of consumption of energy and consequent
impact on the cost of production:

No significant direct cost impact was observed during the year.

(d) Energy consumption and energy consumption per unit of production:

Details are provided in Form A of Annexure D to this Report.

B. Technology Absorption:

Key initiatives include:

• Modification of air conditioning systems to enhance process efficiency.

• Upgradation of existing machinery for development of high-value and innovative products.

• Focused R&D on process improvement, product development, and troubleshooting.

Benefits Derived:

• Cost optimization

• Quality enhancement

• Operational efficiency

• New product development

39. Foreign Exchange Earnings and Outgo:

40. Safety, Health and Environment:

a) Safety: The Company is committed to providing a safe and healthy working environment and fostering
a strong safety culture across its operations. Regular safety training and awareness programmes are
conducted to promote safe work practices and strengthen employee awareness. Fire safety and other
occupational safety training programmes are organized at periodic intervals to ensure compliance with
applicable safety standards and strengthen the Company's safety framework.

b) Health: The Company prioritises the health and well-being of its employees by conducting periodic health
check-ups and providing access to a visiting medical officer.

c) Environment: The Company remains committed to environmental protection, sustainable manufacturing
practices and compliance with applicable environmental laws and regulations.

During the year under review, the Company received a notice dated November 17, 2025 from the Maharashtra
Pollution Control Board (“MPCB”), Thane, directing the closure of its manufacturing unit situated at Plot No. 128,
Chikhloli MIDC, Ambernath, Taluka Ambernath, District Thane, on account of certain alleged non-compliances
under the provisions of the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and
Control of Pollution) Act, 1981 and the rules made thereunder.

The Company promptly submitted the necessary representations and undertook the requisite compliance
measures. Upon consideration thereof, the Regional Officer, MPCB, Thane, permitted the Company to resume
manufacturing operations at the aforesaid manufacturing unit, subject to compliance with the conditions
stipulated in the said directions.

The Board further noted that the temporary closure of the manufacturing unit during the intervening period did
not have any material adverse financial impact on the operations or financial performance of the Company.
The Company continued to fulfil its commitments to customers through effective operational planning and
appropriate business continuity measures.

The Company continues to strengthen its environmental management systems, regulatory compliance
framework and operational controls to ensure ongoing compliance with applicable statutory and regulatory
requirements. The Company remains committed to sustainable manufacturing through efficient utilisation of
resources, responsible waste management, pollution prevention and continual improvement in environmental
performance.

41. Risk Management:

The Company has an established risk management framework to identify, evaluate, and mitigate risks in its
business operations. Risks are periodically reviewed and strategies are formulated to minimize their potential
impact.

The Company has adopted a Risk Management Policy, and based on the assessment carried out, the Board
has not identified any risk that may threaten the existence of the Company. Key risks and their mitigation
strategies are discussed in the Management Discussion and Analysis Report.

42. Research and Development:

The Company continues to invest significantly in R&D activities aimed at process improvement, product
innovation, and development of future-ready textile chemicals. In-house R&D initiatives have led to the creation
of several value-added products widely used in the textile industry globally.

During the year, the Company continued developing eco-friendly textile auxiliaries and specialty chemical
formulations to meet changing customer requirements.

43. Corporate Social Responsibility (CSR):

The Company does not meet the thresholds prescribed under Section 135 of the Companies Act, 2013 for
mandatory CSR compliance and hence, CSR initiatives have not been undertaken during the year.

44. Cautionary Statement:

Statements in this Report and in the Management Discussion and Analysis Report describing the Company's
objectives, projections, estimates, or expectations may be forward-looking within the meaning of applicable
securities laws and regulations. Actual results could differ materially due to factors such as economic conditions,
availability of raw materials, changes in regulatory environment, and other unforeseen events.

45. Appreciation:

The Board of Directors expresses its deep appreciation to the Company's employees, customers, vendors,
investors, and stakeholders for their unwavering support and trust. The Board also extends its gratitude to
the Banks, Central and State Government departments, and local authorities for their continued cooperation
and guidance. The Board also expresses its appreciation to shareholders for their continued confidence in the
Company.

For and on behalf of the Board
Sd/-

Mahendra K. Khatau

Place: Mumbai Chairman & Managing Director

Date: July 31, 2026 DIN: 00062794