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Company Information

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ARROW GREENTECH LTD.

09 October 2026 | 12:00

Industry >> Plastics - Plastic & Plastic Products

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ISIN No INE570D01018 BSE Code / NSE Code 516064 / ARROWGREEN Book Value (Rs.) 173.53 Face Value 10.00
Bookclosure 15/09/2026 52Week High 953 EPS 31.38 P/E 27.27
Market Cap. 1291.00 Cr. 52Week Low 342 P/BV / Div Yield (%) 4.93 / 0.58 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2026-03 

P Provisions:

Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation. Provisions are not discounted to its present value and are determined based on best estimate required
to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current
best estimates.

Q Contingent Liabilities:

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or
non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not
recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also
arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The
company does not recognize a contingent liability but discloses its existence in the Financial Statements.

R Cash and cash equivalents:

Cash and cash equivalents in the Balance Sheet include cash on hand, cheques on hand, deposits held at call with financial
institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and overdrawn bank
balances.

S Cash Flows:

Cash flows are reported using the indirect method, where by net profit before tax is adjusted for the effects of transactions of a non¬
cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses
associated with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

T Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.

a. Financial Liabilities:

Initial recognition and measurement:

Financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liability is initially measured at transaction price and where such price is different from fair value, at fair value.
Subsequent measurement:

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss:

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition at fair value through profit or loss.

Loans and borrowings:

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR
method. Gains and losses are recognized in Statement of profit and loss when the liabilities are derecognized as well as
through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the
Statement of profit and loss.

Derecognition:

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement
of Profit and Loss.

b. Financial assets:

Initial recognition and measurement:

At initial recognition, financial asset is measured at its fair value plus or minus, in the case of a financial asset not “at fair value
through profit or loss” are measured at transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in statement of profit and loss.

Classification and subsequent measurement:

Subsequent measurement is determined with reference to the classification of the respective financial assets. Based on the
business model for managing the financial assets and the contractual cash flow characteristics of the financial asset, the
Company classifies financial assets as subsequently measured at amortised cost, fair value through OCI or fair value through
profit and loss.

i) Financial assets amortised at cost:

A financial asset is subsequently measured at amortised cost if it is held with in a business model whose objective is to
hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely consisting payments of principal and interest on the principal amount
outstanding.

ii) Financial assets at fair value through other comprehensive income:

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a
business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the

contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments principal and
interest on the principal amount outstanding.

iii) Financial assets at fair value through profit or loss:

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
Interest and dividend income from these financial assets is included in “Other income”. Net gains and losses, including
any interest or dividend income are recognized in statement of profit and loss.

Equity investments:

All equity investments within the scope of Ind-AS 109 are measured at fair value. Such equity instruments which are held for
trading are classified as FVTPL. For all other such equity instruments, the Company decides to classify the same either as
FVOCI or FVTPL. The Company makes such election on an instrument-by-instrument basis. The classification is made on
initial recognition and is irrevocable.

For equity instruments classified as FVOCI, all fair value changes on the instrument, excluding dividends, are recognized in
OCI. Dividends on such equity instruments are recognised in the Statement of Profit and Loss.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
Statement of Profit and Loss. Dividends on such equity instruments are recognised in the Statement of Profit and Loss.

Derecognition:

A financial asset is derecognized when:

- the Company has transferred substantially all the risks and rewards of the asset, or

- the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.

c. Offsetting of financial instruments:

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only
when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and
settle the liability simultaneously.

U Current-non-current classification:

All assets and liabilities are classified into current and non-current.

Assets:

An asset is classified as current when it satisfies any of the following criteria:

a) it is expected to be realised in, or is intended for sale or consumption in, the company's normal operating cycle;

b) it is held primarily for the purpose of trade;

c) it is expected to be realised on demand or within 12 months after the reporting date; or

d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after
the reporting date.

Current assets include the current portion of non-current financial assets.

All other assets are classified as non-current.

Liabilities:

A liability is classified as current when it satisfies any of the following criteria:

a) it is expected to be settled in the company's normal operating cycle;

b) it is held primarily for the purpose of trade;

c) it is due to be settled in demand or within 12 months after the reporting date; or

d) there is no unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a
liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.

Current liabilities include current portion of non-current financial liabilities.

All other liabilities are classified as non-current.

V Operating cycle:

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation

in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its
assets and liabilities as current and non-current.

W Segment Reporting:

The Company determines segments based on the internal organisation and management structure of the Company and its system
of internal financial reporting and the nature of its risks and its returns. The Board of Directors of the Company has been identified as
Chief Operating Decision Maker (CODM). CODM evaluates the Company's performance, allocate resources based on analysis of
various performance indicators of the Company for disclosing in the segment report. The accounting policies adopted for segment
reporting are in line with the accounting policies of the Company.

Segment revenue includes income directly identifiable with the segments.

Expenses that are directly identifiable with the segments are considered for determining the segment result. Expenses which relate
to the Company as a whole and not allocable to segments and expenses which relate to the operating activities of the segment but
are impracticable to allocate to the segment, are included under "Unallocable corporate expenses".

Income which relates to the Company as a whole and not allocable to segments are included in Unallocable Income and netted off
from Unallocable corporate expenses.Segment assets and liabilities include those directly identifiable with the respective
segments. Unallocable corporate assets and liabilities represent the assets and liabilites that relate to the Company as a whole and
not allocable to any segment.

X Other income:

i. Interest income is accrued on a time basis by reference to the principal outstanding and the effective interest rate.

ii. Dividend income is accounted for in the period in which the right to receive the same is established.

iii. Exchange gain/loss consists of realized gain/loss and revaluation gain/loss on translation of foreign currency assets and
liabilities.

iv. Other items of income are accounted as and when the right to receive arises and it is probable that the economic benefits will
flow to the Company and the amount of income can be measured reliably.

Y Employee Stock option scheme:

In respect of stock options granted pursuant to the Company's stock options scheme, the excess of fair value of the option over the
exercise price is treated as discount and accounted as employee compensation cost over the vesting period. The amount
recognised as expense each year is arrived at based on the number of grants expected to vest. If a grant lapses after the vesting
period, the cumulative discount recognised as expense in respect of such grant is transferred to general reserve.

Z Borrowing cost:

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are
expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.

AA Recent Accounting Pronouncements:

Ministry of Corporate Affairs (“MCA") notifies new standards or amendments to the existing standards under the Companies (Indian
Accounting Standards) Rules from time to time. During the year ended March 31, 2026, MCA has notified the following
amendments to Indian Accounting Standards, applicable to the Group from April 1,2025:

Ind AS 1, Presentation of Financial Statements, applicable w.e.f. April 1,2025 - The amendment relates to classification of liabilities
as current or non -current and current liabilities with covenants. In the context of classifying a liability as current, it removes the
requirement of the existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the
said right should exist on the reporting date and have substance. The amendment also introduces guidance on the classification of
liabilities with covenants. The Company has no impact of these amendments in its classification criteria of current and non-current
liabilities.

Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments Disclosures, applicable w.e.f. April 1, 2025 - The
amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and
explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been
amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has
reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial
statements.

Ind AS 12 - Income Taxes relating to International Tax Reform - Pillar Two Model Rules. The Company has no impact of this
amendment.

The Board of Directors at its meeting held on May 22, 2026 have recommended a payment of final dividend of ' 5 per equity share of face
value of ' 10 each for the financial year ended March 31,2026 resulting in a dividend payout of ' 754 lakhs.The final dividend proposed
by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Note

Nature of reserves

a) General Reserve

The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General
reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items
included in the General reserve will not be reclassified subsequently to the Statement of Profit and Loss.

b) Capital Reserve

The Capital reserve is created on account of forfeiture of share application money.

c) Securities Premium

Securities premium account comprises of premium on issue of shares. The reserve is utilised in accordance with the specific provision of
the Companies Act, 2013.

d) Retained Earnings

Retained earnings represents surplus/accumulated earnings of the Company and are available for distibution to shareholders.

ii) Defined Benefits Plans

Gratuity: The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in
accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at
retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the
tenure of employment. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each
year. The fair value of the plan assets of the trust administered by the Company, is deducted from the gross obligation.

The following table sets forth the status of the gratuity plan of the Company, and the amounts recognized in the Balance sheet and
Statement of Profit and Loss.

Funding :

The Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the LIC, a funded
defined benefit plan for qualifying employees

Notes :

Salary escalation rate: The estimates of future salary increases, considered in actuarial valuation, take account of inflation,
seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Discount rate: The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of
the obligations.

Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance
Corporation of India.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the
period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to
change in the market scenario.

Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligations by the amounts shown below:

iii) Compensated absences

The Company accrues for the compensated absences, a long term employee benefit plan based on the entire available leave
balance standing to the credit of the employees at year end. The value of such leave balance eligible for carry forward, is
determined by actuarial valuation as at the Balance sheet date and is charged to Statement of profit and loss in the period
determined. The provision as at balance sheet dates are as follows:

41 Financial Instruments - Accounting Classifications and Fair Value Measurements

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced of liquidation sale.

The following methods and assumptions were used to estimate the fair values:

Fair value of cash and cash equivalent, bank balances other than cash and cash equivalent, trade receivables, trade payables,
other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

"The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly
or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable
market data. "

The Group has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management
framework. The board of directors is responsible for developing and monitoring the Company’s risk management policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed periodically to reflect changes in market conditions and the Company’s activities. The Company, through its training,
standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand
their roles and obligations.

The audit committee oversees how management monitors compliance with the company’s risk management policies and
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit
committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk
management controls and procedures, the results of which are reported to the audit committee.

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the
Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic
trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase
in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk
that company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of
initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet its
obligations,

iv) Significant increases in credit risk on other financial instruments of the same counterparty,

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a
repayment plan with the Company. Where receivables have been written off, the Company continues to engage in enforcement
activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is
managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to
which the Company grants credit terms in the normal course of business. Credit terms are in line with industry trends.

Expected credit loss assessment for customers as at March 31,2025 and March 31,2026

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine credit losses.
Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the
Company expects the historical trend of minimal credit losses to continue.

Cash and bank balance

The Company held cash and bank balance with credit worthy banks and financial institutions of ' 3,382 lakhs and ' 3,930 lakhs as at
March 31,2026 and March 31,2025, respectively.The credit worthiness of such banks and financial institutions is evaluated by the
management on an ongoing basis and is considered to be good.

ii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time. The Company's treasury
department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to
such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling
forecast on the basis of expected cash flows.

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on
contractual undiscounted payments.

iii) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a
financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency
exchange rates, equity prices and other market changes that affect market risk sensitive instruemtns. Market risk is attributable to
all market risk sensitive financial instruments including investments and deposits, foreign currency receivables and payables.

The Company manages market risk through a treasury department, which evaluates and excercises independent control over the
entire process of market risk management. The treasuy department recommends risk management objectives and policies, which
are approved by Senior Management and the Audit Committee. The activities of this deparment include management of cash
resources, implementing hedging strategies for foreign currency exposures and ensuring compliance with market risk limits and
policies.

Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market
interest rates.

The Company does not have any long term borrowings at March 31, 2026 and March 31, 2025. Therefore interest rate risk as
defined in Ind AS 107 is not applicable to the Company.

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard the
Company’s ability to remain as a going concern and maximise the shareholder value. The Company manages its capital structure
and makes adjustments in light of changes in economic conditions, annual operating plans, long term and other strategic plans and
the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust its dividend
payment ratio to shareholders, return capital to shareholders or issue fresh shares. The Company monitors capital using a ratio of
'adjusted net debt' to 'equity'. For this purpose, adjusted net debt is defined as liabilities, comprising interest-bearing loans and
borrowings less cash and cash equivalents. Equity comprises all components of equity including share premium and all other equity
reserves attributable to the equity share holders.

48 Additional regulatory information required by Schedule III to the Companies Act, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending
against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016)
and rules made thereunder.

(ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

(iii) The Company has not come across any transaction ocurred with struck-off companies under section 248 of the Companies Act,
2013 or section 560 of the Companies Act, 1956.

(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any
government authority.

(v) The Company does not have any charges or satisfaction of charges which is yet to be registered with the Registrar of the
Companies beyond the statutory period.

(vi) Utilization of borrowed funds and share premium :

(I) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

(II) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

(vii) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961
(such as search or survey), that has not been recorded in the books of account.

(viii) The Company has not revalued its Property, Plant and Equipment during the year.

(ix) The Company has not revalued its intangible assets during the year.

(x) The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021. The said proviso requires
companies, which uses accounting software for maintaining its books of accounts, to use only such accounting software which
has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of
accounts along with the dates when such changes were made and ensuring that the audit trail cannot be disabled.

Further, for the accounting softwares used by the Company during the year ended March 31,2026, audit trail (edit log) facility
was enabled and operated throughout the year there were no instances of the audit trail feature being tampered with.

Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention except for
the audit trail of previous year, which has been preserved by the Company as per the statutory requirements for record retention
to the extent it was enabled and recorded in previous year.

(xi) The Company uses software applications to maintain its books of accounts and other books and papers in electronic mode
(“Electronic records”). During the year, the Company has maintained backups of these electronic records on server physically
located in India on daily basis, as required by Companies (Accounts) Rules, 2014 (as amended).

49 The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year-
end, the Company has reviewed all such contracts and confirmed that no provision is required to be created under any law /
accounting standard towards any foreseeable loss.

50 The Government of India has consolidated 29 existing labour legislations into a unified framework comprising four labour codes viz
the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety,
Health and Working Conditions Code, 2020 (collectively referred to as the "Labour Codes"). The Labour Codes have been made
effective from November 21,2025. The Ministry of Labour & Employment published Central Rules and FAQs to enable assessment
of the financial impact due to changes in regulations.

The Company has evaluated the impact of the Labour Codes on the basis of information currently available. Management has
assessed that the incremental impact, if any, of these changes is not material given that the current salary structure of the Company
is in line with the requirements of the Labour Codes. The Company continues to monitor the finalisation of State Rules and
clarifications from the Government on other aspects of the Labour Codes and would make appropriate adjustments, if needed. The
Company does not have Fixed Term Employees.

51 The Board of Directors have recommended a dividend of ' 5/- per Equity Share of ' 10/- each (50%) for the year ended 31st
March,2026, which is subject to approval of shareholder's in ensuing Annual General Meeting.

52 Figures for previous year have been regrouped/rearranged wherever necessary to confirm to current year's classification.

53 There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the
balance sheet date.

54 The financial statements are approved for issue by the Audit Committee and the Board of Directors on May 22, 2026.