The Directors take pleasure in presenting the Annual Report and the Audited Financial
Statements of your Company for the year ended 31^st March 2026 together with the
Reports of the Auditors and the Board of Directors thereon.

Economic scenario

The Indian economy remains one of the world’s fastest growing economies, with GDP
growth projected to be around 6.5% - 6.9%, despite rising external risks from West Asia
conflicts disrupting supply chains and increasing energy prices. While inflation (WPI)
has risen to 3.9% due to these shocks, strong domestic demand and structural reforms
provide resilience. Supply shocks and demand compression because of the continued
middle east conflict are affecting raw-material supplies. The robust GST collection, over
Rs.2 lakh crore in the month of March, 2026, is an indicator of resilience and continued
good performance of the domestic economy.

While domestic economy is stable, the global economy is facing increased fragility due
to geo-political tensions in the middle east, with growth projected to slowdown to 3.1%
in 2026 and inflation rising modestly. The current outlook is characterised by high
energy cost, tightened financial conditions and potential downside risks, if conflicts
persist. Economies being inter-dependent, the ongoing conflicts afflict every country in
different scales. It is hoped that a faster resolution of the conflicts will emerge in the
overall interest of all countries.

Scheme of Arrangement

The year 2025-26 marked a new era in the history of the Company. Lily Commercial
Pvt. Limited (Lily), which happened to be the holding company of the Company for a
short span and the share capital of which were held by the promoters of the Company,
was amalgamated with the Company by a Scheme of Arrangement u/s 230-232 of the
Companies Act, 2013. Simultaneously the two business undertakings of the Company
viz. the Chemical undertaking and Rayon undertaking, including Engineering Projects
Section, were demerged into two separate companies viz. DCM Shriram Fine
Chemicals Limited and DCM Shriram International Limited, respectively as per the
same Scheme. The sugar segment, viz. Daurala Sugar Works, has been retained in
the Company. The Scheme was approved by the Hon’ble National Company Law
Tribunal, Delhi (NCLT) by Order dated 21.11.2025. The shareholders of Lily Commercial
Pvt. Ltd. (Lily) were allotted identical number of shares Lily held in the Company in
proportion to their shareholding in Lily. As per the Scheme, the shareholders of the
Company were allotted fully paid equity shares of Rs.2 each in the two resultant
companies in the ratio of one share each for every share of Rs.2 held in the Company
as on the record date i.e. 26.12.2025. These shares have been listed and admitted for
trading on BSE and NSE w.e.f. 17.02.2026. The companies will strive to achieve the
objectives as envisaged in the Scheme of Arrangement, keeping in view the interest of
all stakeholders.

Financial Summary

The Company reported a turnover of Rs. 1160.12 cr, Gross profit was Rs.80.23 cr and
Net profit of Rs.41.61 cr.

Appropriation and Dividend

Considering the need for preserving resources to meet ongoing liabilities towards debt
servicing, capital expenditure and the in view of the uncertainties in the economic front,
the Board recommended a dividend of Re.0.40 per share of Rs.2 each (20%) for the
year 2025-26.

The closing balance of Rs.217.88 cr, including Rs.187.67 cr brought forward from the
previous years has been carried forward in the P&L Account without accounting for the
proposed dividend of Rs.3.48 cr for the financial year 2025-26, which will be recognized
as an appropriation in the current financial year on approval by the shareholders.

The Dividend Distribution Policy of the Company, as approved by the Board, is available
on the Company’s website at the following web link:

https://drive.google.eom/file/d/1SBWBWV-jF3MXSANVzz96zcQSj5h7gNwf/view
Auditors' Report

There are no qualifications, reservations, adverse remarks or disclaimer in the Auditors'
Reports to the Members on the Annual Financial Statements for the year ended on
31.03.2026.

The Auditors have not reported any fraud pursuant to Section 143(12) of the Companies
Act, 2013.

Secretarial Audit Report

M/s. Chandrasekaran Associates, Company Secretaries, carried out the Secretarial
Audit for the year 2025-26 pursuant to Section 204 of the Companies Act, 2013. A copy
of their Report in Form MR-3 as per Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - 1.
There is no qualification in the Report.

THE STATE OF COMPANY'S AFFAIRS

Operations - Sugar

The global sugar market in 2025-26 is witnessing a shift from the deficit situation of the
previous season to a modest surplus, led by recovery in production across key regions
such as Brazil, India and Thailand. Production is estimated at about 189-190 million
tonnes, up from 182 million tonnes in the previous season, exceeding consumption of
about 177-178 million tonnes. International prices have softened during the year, with a
sharp correction due to improved supplies and surplus expectations.

In India, sugar production in 2025-26 is expected at around 28.5 million MT, up from
about 26.1 million MT in the previous year, with consumption expected at around 28.0
million MT. Sugar diversion towards ethanol is expected to be around 3.4 million MT in
SS 2025-26 against 3.5 million MT in SS 2024-25. The Government initially allowed
export of 15 lakh MT of sugar, with an additional 5 lakh MT permitted subject to certain

conditions. However, due to low international prices, only a partial quantity was
exported. Adequate carryover stocks of 4-5 million tonnes are expected at the start of
the next season, ensuring supply stability.

The Government of India has permitted distilleries to produce ethanol from sugarcane
juice, sugar syrup, B-heavy and C-heavy molasses without any quantitative restrictions
for the Ethanol Supply Year (ESY) 2025-26 (November-October), marking a significant
policy shift from the restrictions placed in the previous season.

The Uttar Pradesh Government has increased the State Advisory Price of sugarcane by
Rs.30 per quintal. While this benefits farmers, the increase is expected to exert
pressure on margins of sugar mills, as there has been no corresponding increase in
ethanol price or revision in the Sugar Minimum Selling Price (MSP).

It is a matter of relief to Units which have co-generation that power tariffs were revised
by the Uttar Pradesh Electricity Regulatory Commission w.e.f. April 2024 by
approximately Rs.0.90 per unit, with a marginal annual increase for the next four years.
Further, the transport cost adjustment in sugarcane price for cane not delivered at the
factory was marginally increased.

During FY 2025-26, the Company’s sugar production was 21.11 lakh quintals, achieved
by crushing 203.15 lakh quintals of cane on a C-heavy basis. Sugar recovery at 10.39%
in FY 2025-26 was lower than 10.56% in FY 2024-25, primarily due to weather
conditions.

Distillery production stood at 25,172 KL of alcohol during FY 2025-26, higher than
23,521 KL in FY 2024-25, a 7% increase.

Overall, while the structural transformation of the industry towards a bioenergy-led
model has improved resilience and reduced cyclicality to an extent, the sector continues
to operate within a policy-driven environment, and its performance remains closely
aligned with regulatory developments, pricing mechanisms, feedstock availability and
global market conditions.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial
year to which the financial statements relate and the date of this Report, affecting the
financial position of the Company.

Subsidiary/Associate Companies

The Company had three non-material wholly owned subsidiaries, viz. Daurala Foods &
Beverages Pvt. Ltd. (DFBL), DCM Shriram Fine Chemicals Limited (DSFCL), and DCM
Shriram International Limited (DSIL). On effectuation of the Scheme of Arrangement,
the 3 subsidiaries ceased to be subsidiaries of the Company from the appointed dated
i.e. 01.04.2023. DCM Hyundai Limited was an associate company. DCM Hyundai

Limited ceased to be an associate company on effectuation of the Scheme as the
investment held by the Company in the associate company has vested in DCM Shriram
International Limited, one of the resultant companies of the Scheme of Arrangement.
Accordingly, the Company did not have a subsidiary or associate as on 31.03.2026.
The Company’s investment in DFBL also vested in DSFCL as per Scheme and
accordingly DFBL has become a wholly owned subsidiary of DSFCL.

Annual Return

A copy of Annual Return for the year 2024-25, is available on the Company’s web link
https://drive.aooale.eom/file/d/1WaYHOK6a9w5GsBlRYliBJSE0 zEBWv86/view The
Annual Return for the year 2025-26 will be uploaded after filing with the Registrar of
Companies in due course.

BOARD MEETINGS AND DIRECTORS

Meetings of the Board

During the year 2025-26 seven board meetings were held. The dates of the meetings,
attendance, etc., are given in the Corporate Governance Report annexed hereto.

Declaration u/s 149(6) of the Act

All the Independent Directors (IDs) have given declarations u/s 149(6) of the
Companies Act 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations
confirming that they meet the criteria of independence as laid down under the said
Section/ Regulation.

The Directors of the Company have also confirmed that they were not disqualified to be
appointed as directors as per Section 164(2) of the Companies Act, 2013 and that they
have not been debarred by SEBI or any other statutory authority to hold an office of
director in a company.

Policy on Board Diversity

The Board of Directors in its meeting held on 30.05.2016 had approved a Policy on
Board Diversity, recommended by the Nomination & Remuneration Committee (NRC)
as required under the SEBI Listing Regulations. A copy of the same has been posted
on the Company's weblink -

https://drive.google.eom/file/d/1cBktqYcUVbgMtqibYFFip0c7H-AOD2Ay/view
Directors’Appointment and Remuneration

Appointment of a director on the Board, other than nominee director, is based on the
recommendation of the Nomination & Remuneration Committee (NRC). NRC identifies
and recommends suitable person to the Board for appointment after assessing the
necessary and desirable competencies. NRC also considers positive attributes like
integrity, leadership position, time and willingness, financial acumen, management
experience and knowledge in one or more fields of corporate management.

Independent Directors should fulfill the obligations of independence as per the Act and

Regulation 25 of the SEBI Listing Regulations in addition to the general criteria stated
above. All the Independent Directors of the Company as per requirement, are enrolled
in the Databank of IDs maintained by Indian Institute of Corporate Affairs, a body under
the Ministry of Corporate Affairs. The registration is renewed from time to time. It is
ensured that a person to be appointed as a director does not suffer any disqualification
under the Companies Act 2013 or any other law to hold such an office.

The directors of the Company are paid remuneration as per the Remuneration Policy of
the Company, the gist of which is given under the heading 'Remuneration Policy' as part
of this Report. The details of remuneration paid to the directors during the year 2025-26
are given in the Corporate Governance Report forming part of this Report.

Changes in Directors or KMPs

Pursuant to coming into effect of the Scheme of Arrangement, the Board of the
Company was also reconstituted. Two of the managerial personnel viz. Shri Alok B.
Shriram and Smt. Urvashi Tilakdhar demitted office as Sr. Managing Director and Whole
Time Director, respectively, effective from 23.12.2025 and have taken up assignments in
the Resultant Companies. Shri Suman Jyoti Khaitan and Smt. Meenakshi Behara,
Independent Directors also demitted office on 23.12.2025. Shri Anurag Surana (DIN
00006665) and Shri Sidharth Prasad (DIN 00074194) joined the Board as Independent
Directors effective from 10.12.2025.

Shri Uday Shriram (DIN 11407307) and Shri Rohan Shriram (DIN 08940521) were
inducted on the Board and appointed as Dy. Managing Director and Whole Time
Director, respectively, w.e.f. 23.12.2025. The appointments of the two Managerial
Personnel and the Independent Directors have been approved by the shareholders by
special resolutions through postal ballot process.

The term of office of Shri Vineet Manaktala, Director Finance & CFO, will come to an
end on 30.06.2026. Keeping the policy of inducting a senior officer on the Board, the
Board of Directors in its meeting held on 20.05.2026, on recommendation of the
Nomination & Remuneration Committee, inducted Shri Sanjay Rastogi (DIN: 11712916)
on the Board as an Additional Director and appointed him as “Director & Chief Operating
Officer (DSW)” w.e.f. 01.07.2026. Shri Sanjay Rastogi is presently the Chief Operating
Officer of Daurala Sugar Works (DSW). Approval of the shareholders to the appointment
is being sought at the ensuing Annual General Meeting.

The Board at the same meeting, on recommendation of NRC and the Audit Committee,
reappointed Shri Vineet Manaktala as Chief Financial Officer (CFO) (non-board
member) for another period of one year from 01.07.2026.

Shri S.B. Mathur & Smt. V. Kavitha Dutt, directors, being longest in office, retire by
rotation pursuant to Section 152(6) of the Companies Act, 2013 at the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment. Items are
accordingly being included in the Notice for the ensuing Annual General Meeting for
consideration and approval of the shareholders.

The Board in its meeting held on 23.12.2025, in exercise of the powers conferred by the
shareholders by special resolution dated 12.08.2023, redesignated Shri Madhav B.
Shriram as Managing Director & CEO and enhanced his remuneration including

commission up to 5% from up to 3% of the net profit from the year 2025-26, considering
the restructuring of the business of the Company and his wider responsibilities. The
Board also fixed his basic salary at Rs.7.50 lakh p.m. from Rs.5.80 p.m. from
23.12.2025.

As per Article 15 of the Articles of Association of the Company, the Managing Director
shall not be liable to retire by rotation. Previously Shri Alok B. Shriram, as Sr. Managing
Director was a director under this category. With his demitting of office, the Board
decided that Shri Madhav B. Shriram, Managing Director & CEO be a director not liable
to retire by rotation pursuant to the above said Article.

Annual Evaluation of Board and Directors

As required under the Act and the SEBI Listing Regulations evaluation of the
performance of the Independent Directors, Non-Executive Directors, Board as a whole,
Executive Directors, the Chairman and the Committees during the year 2025-26 was
carried out by the Board of Directors, based on the criteria laid down by the NRC in the
year 2017, in the meeting held on 30.03.2026. A copy of the 'criteria for evaluation’ is
annexed as Annexure 2 hereto.

Based on the criteria, the Board reviewed the performance of the Board as a whole,
particularly structure, quality of deliberations in the meetings, functions, performance of
the management and feedback etc. The Board also reviewed the performance of the
Committees, Chairman and Directors. The Board’s observations are as under:

- Appreciated the all-round performance and good results during the year 2025-26.

- The Board continued to adhere to highest standards in all areas, and the
performance was constructive and met the test of objectivity in achieving the
goals of the Company.

- The Committees carried out their functions according to the requirements
mandated under the Companies Act/ SEBI Regulations, pursuant to which they
were constituted, effectively. The Board particularly appreciated the Audit
Committee which met regularly and acted as a watchdog in matters concerning
finance, RPTs and internal financial controls.

- The directors individually, including IDs have given very valuable inputs/
contribution in achieving the goals of the Company. It was noted that the
Executive Directors continued to perform with utmost responsibility in achieving
the operating targets and the IDs and other directors contributed by providing
valuable input and guidance.

- The IDs individually and collectively functioned constructively in the best interest
of and were beneficial to the Company and the stakeholders.

- The IDs adhered to the Code of Independence as per Schedule IV of the Act and
to the restriction regarding pecuniary relationship with the Company during the
period under evaluation.

The IDs in a separate meeting held on the same day i.e, 30.03.2026, prior to the Board

Meeting, reviewed and evaluated the performance of non-independent Directors.

The IDs also reviewed the quality, quantity and timeliness of flow of information between
the Company management and the Board, which are necessary for the Board to
effectively and reasonably perform its duties.

The performance evaluation by the Board and the Independent Directors did not find
any matter requiring follow up action.

Directors’ Responsibility Statement

As required under Section 134(3)(c) of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit or loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this 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 to be followed by the Company
and that such internal financial controls are adequate and were operating
effectively; and

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

Internal Financial Controls

A comprehensive and effective internal financial control system is followed by the
Company. This is further strengthened by an internal audit process under the overall
supervision of the Audit Committee of the Board. Services for internal audit are
outsourced. An experienced professional firm is engaged as internal auditor to ensure
effective and independent evaluation of, inter alia, the internal financial controls.

The Audit Committee lays down the schedule for internal audit. Internal audit reports
are placed before the Committee with management comments. Suggestions are
implemented and reported to the Audit Committee.

Apart from the above, an effective budgeting and monitoring system is also in place.
Budgets are reviewed by Audit Committee and approved by the Board. The operating
results are compared and monitored with the approved budgets periodically.

An effective communication/ reporting system operates between the Unit and
Corporate Office to keep abreast of regulatory changes and ensure compliances.

Loans, Guarantees and Investments

The Company has not given any loan, made any investment or provided any guarantee
covered u/s 186 of the Companies Act, 2013, during the year except surplus funds
placed in liquid funds of mutual funds on short term basis.

Related Party Transactions

Daurala Sugar Works (DSW), a Unit of the Company, has been supplying power and
steam to Daurala Organics and DSW Chemical Industries, which were also the Units of
the Company prior to coming into effect of the Scheme of Arrangement. The annual
transaction works out to Rs.40 cr. (approx.). On effectuation of the Scheme the
Chemicals units got demerged and vested in DCM Shriram Fine Chemicals Limited,
which is a related party, based on common control. The rates charged for power are
same as being charged from the grid. Therefore, the transaction is in the normal course
of business and at arms-length basis.

Regarding continuance of this transaction Clause 6.8.1. of the Scheme provides as
under:

“Daurala Sugar Works, a unit of DCMSR, is presently supplying power and steam
to (a) Daurala Organics, presently a unit of DCMSR, (b) Daurala Chemical
Industries, presently a unit of DCMSR, and each of which unit shall vest in
Resultant Company 1 upon the Scheme becoming effective. Daurala Sugar
Works shall continue to supply power and steam to the Resultant Company 1 at
Daurala as is presently being done on the terms agreed between both the parties,
upon the Scheme becoming effective, and the Board of Directors of each of the
Resultant Company 1 and DCMSR shall have the authority to do all acts, deeds
and things to preserve such arrangement, which authority shall be exercised
reasonably in the best interests of DCMSR and the Resultant Company 1.”

The Audit Committee and the Board of the respective companies have taken note of
and ratified the arrangement.

There have been no other materially significant related party transactions between the
Company and the Directors, Key Management Personnel or the relatives except for
those disclosed in the financial statements - Note No.42 of Notes to Accounts, which
are at arm’s length basis and not material. Accordingly, Form AOC -2 does not form
part of this Report.

The Board had framed a Policy on Related Party Transactions which is revised in line
with the legal requirements from time to time. A copy of the same is placed on the
Company's weblink: https://drive.gooqle.eom/file/d/1wWcG-dcnJrlA XZmNtKhfQNVX8ogCT8/view

CSR Activities

Pursuant to Section 135 of the Companies Act 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time,
Annual Report on CSR activities in the prescribed proforma is annexed - Annexure 3.
The Company was required to spent Rs.78.79 lakh (after adjusting the excess spent
Rs.7.59 lakh in the previous year i.e. 2024-25), being 2% of the average net profits of
the preceding 3 years, during the year under review as per recast financial statements,
which has been fully spent. The CFO has confirmed to the Board that funds mandated
were spent as per approval of the CSR Committee and Board.

Risk Management

The provisions of Regulation 21 of the SEBI (LODR) Regulations with regard to
constitution of Risk Management Committee do not apply to the Company based on
market capitalization. Accordingly, Board has dissolved the Committee in its meeting
held on 14.02.2026.

The Board periodically reviews the status of risk assessment and minimization
procedures followed by the Company. No significant element of risk, which in the
opinion of the Board may threaten the existence of the Company had arisen during the
year.

Public Deposits

Details relating to deposits, covered under Chapter V of the Companies Act 2013:

i) Accepted during the year: - Nil

ii) Remained unclaimed as at the end of the year: - Rs 20,93,000
(There is no such instance, where deposit claimed but not paid)

iii) Whether there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and the total
amount involved-

a) At the beginning of the year '

b) Maximum during the year Nil

c) At the end of the year

iv) The details of deposits which are not in compliance with the requirements of

Chapter V of the Act: - Nil

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators, Courts or Tribunals during
the year impacting the going concern status and Company's operations in future.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo

The required information as per Rule 8 (3) A, B & C of Companies (Accounts) Rules,
2014 is annexed - Annexure 4 hereto.

REMUNERATION POLICY

The Board of Directors in its meeting held on 14.08.2014 had laid down a Remuneration
Policy as recommended by the Nomination & Remuneration Committee (NRC) relating
to remuneration of the Directors, Key Managerial Personnel (KMP), Sr. Management
Personnel (SMP) and other employees of the Company. The Remuneration Policy is in
accordance with Section 178 of the Companies Act 2013 and the Rules made there
under. The Policy was revised by the Board in its meeting held on 20.05.2026 on
recommendations of the NRC. The Remuneration Policy is posted on the Company's
weblink.

https://drive.qooqle.eom/file/d/1IbG3WQf3pEE6ZpJ8aYLNGSq3Kf0s8WWp/view
The salient features of the Policy are given below:

i. Guiding principle

The guiding principle of the Policy is that the remuneration and other terms of
employment should effectively help in attracting and retaining committed and
competent personnel. The remuneration packages are designed keeping in view
industry practices and cost of living.

ii. Directors

Non-executive directors are paid remuneration in the form of sitting fees for
attending Board/ Committee meetings as fixed by the Board from time to time
subject to statutory provisions. Presently sitting fee is Rs.60,000 per Board
meeting and Rs.30,000 per Committee meeting. In addition, Non-executive
Directors are paid commission on profits of up to 1% of the net profit of the
Company, computed in the manner laid down u/s 198 of the Companies Act, 2013,
in such amount and proportion as may be decided by the Board of Directors.

Remuneration of Whole-time Directors including Managing Director(s) is fixed by
the Board of Directors on the recommendation of the NRC, subject to the approval
of the shareholders. The NRC, while recommending the remuneration, considers
pay and employment conditions in the industry, merit and seniority of the person
and paying capacity of the Company. The remuneration, which comprises of
salary, perquisites, performance-based reward/profit-based commission and
retirement benefits as per Company Rules, is subject to the limits laid down under
the Companies Act, 2013.

iii. Key Managerial Personnel and Sr. Management Personnel

Appointment, remuneration and cessation of service of Key Managerial Personnel
are subject to the approval of the NRC and Board of Directors. Appointment and
cessation of service of Sr. Management Personnel are approved by the Managing
Director & CEO on the recommendation of Dy. Managing Director/ Whole Time
Director, keeping in view the Remuneration Policy.

iv. Other employees

The remuneration of other employees is fixed from time to time by the
Management as per the guiding principle laid down in the Remuneration Policy
and considering industry standards and cost of living. In addition to salary, they
are also provided perquisites and retirement benefits as per schemes of the
Company and statutory requirements, where applicable.

Managerial Remuneration

The information required as per Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 pertaining to remuneration of
Directors, KMP and comparisons are annexed - Annexure 5 hereto. It is affirmed that
the remuneration is as per the Remuneration Policy of the Company.

Statement of particulars of the top ten employees in terms of remuneration including
employees who were in receipt of remuneration which was not less than Rs.102 lakh or
more per annum in aggregate during the year 2025-26 is annexed - Annexure 6
hereto.

Audit Committee

The Audit Committee presently comprises of four members, three IDs and one Non-ID.
Shri Harjeet Singh Chopra is the Chairman and Shri S.B. Mathur (Chairman of the
Board), Shri Sanjay C. Kirloskar and Shri Anurag Surana are Members. There was no
instance of the Board not accepting the recommendation of the Audit Committee.

Vigil Mechanism

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI Listing
Regulations, the Board of Directors, on the recommendation of the Audit Committee,
adopted a Vigil Mechanism (Whistle Blower Policy). The revised Policy has been
circulated among the employees and also has been put on the weblink of the Company:
https://drive.google.eom/file/d/1VDY28xxeqOXK3tRxhox6smi73tJpEQpd/view

The Policy provides a channel to the employees to report to the management concerns
about unethical behavior, actual or suspected fraud or violation of the code of conduct
or policies. The mechanism provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases.

Share Capital

During the year, the Company has not issued any share capital with differential voting
rights, sweat equity or ESOP nor provided any money to the employees or trusts for
purchase of its own shares.

The Company has not made any public offer of shares during the year.

Statutory Auditors

As per Section 139 of the Companies Act, 2013, a firm of auditors can be appointed as

Statutory Auditors for two terms of five years each. Accordingly, the shareholders in
their meeting held on 08.08.2022 had reappointed M/s. B S R & Co., LLP, Chartered
Accountants, Gurugram (Firm Registration No.101248W/W100022), whose first term of
5 years expired at the conclusion of the AGM in 2022, for another term of 5 years to
hold office till the conclusion of the AGM in the year 2027.

Cost Auditors

M/s Ramanath Iyer & Co., Cost Accountants, (Regn No.000019), 808, Pearls Business
Park, Netaji Subhash Place, Pitampura, Delhi - 110034, who were appointed as Cost
Auditors of the Company for the year 2024-25, submitted the Cost Audit report, due for
filing on or before 10.09.2025, to the Central Government on 10.09.2025. They have
been re-appointed as Cost Auditors for the year 2025-26. A resolution for ratification of
their remuneration for the year 2026-27, as required under the Companies Act, 2013,
forms part of the Notice convening the ensuing AGM.

The Company maintains cost records as specified by the Central Govt, under sub¬
section (1) of Section 148 of the Companies Act, 2013.

Succession Plan

The Board in its meeting held on 22.08.2017 had laid down a policy on Orderly
Succession for Appointments to the Board and Senior Management. The Board was
reconstituted on effectuation of the Scheme of Arrangement, keeping also in view the
succession plan. The policy can be accessed on the company website through

https://drive.google.eom/file/d/1KuQIMOp7Yf4-oxPCwREMT7aWaNhEftuP/view

Corporate Governance

Reports on Corporate Governance and Management Discussion & Analysis are
annexed - Annexure 7.

Anti-Sexual Harassment Policy

Pursuant to the “Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013”, the Company constituted Internal Complaints Committees at
all its workplaces.

There has not been any instance of complaint reported in this regard to any of the
Committees during the year. The present Committee was reconstituted effective from
01.07.2023 for 3 years and is being reconstituted.

The Company periodically review the policy and submit a status report annually to the
Competent Authority under Section 22 of the said Act.

Compliance to the provisions of Maternity Benefits Act, 1961

During the year the Company complied with the provisions relating to the Maternity
Benefits Act, 1961.

Applicability of IBC

Neither any application was made, nor any proceedings were pending under the
Insolvency and Bankruptcy Code during the year.

One Time Settlements

The Company has not entered any one-time settlement of debt during the year under
review.

DISCLOSURE UNDER SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of
Directors' and ‘General Meetings’, respectively, have been duly followed by the
Company.

Acknowledgment

The Directors acknowledge the continued co-operation and support received from the
Banks and various government agencies, and all our business associates.

The Directors also place on record their appreciation of the contribution made by
employees at all levels. Their conduct and support are of utmost importance in
achieving the Company’s objectives targets.

For and on behalf of the Board

(Uday Shriram) (Madhav B. Shriram)

DIN:11407307 DIN: 00203521

Dy. Managing Director Managing Director & CEO

Place: New Delhi
Date: 20^th May, 2026