TO THE SHAREHOLDERS

We present your Company's Annual Report and Audited Financial Statements for the year ended March 31, 2026.

It was a consequential year for the Company at the strategic level. It commissioned its most significant and highest value expansion to date. The UAE project received the full planned equity funding from the parent and is advancing suitably. Softness in end-markets moderated profits, but competitiveness and financial prudence were maintained. Steps were taken across the organization to stay future-ready, and aiming for a much larger scale and footprint.

The reported Profit after Tax is INR 30.52 Crores, after adjusting INR 11.14 Crores being unrealized translation loss on Euro-linked long-term liabilities. This is an accounting standards requirement unconnected to the operations, the loss in turn arising from the INR's broad-based weakness against major currencies. Further, the consolidation of multiple labour laws into four Labour Codes, effective November 2025, revised the definition of wages that then necessitated recognition of incremental past service cost of INR 1.39 Crores (covering gratuity and compensated absences), based on available information and actuarial valuation. Further notifications are expected and will be accounted for as they arise.

The Profit before Depreciation & Tax of INR 63.72 Crores (prior year - INR 67.02 Crores) remains a meaningful indicator of operating performance. In accordance with the Dividend Distribution Policy, the Board recommends a dividend of INR 2.0 per share for the year ended March 31, 2026, subject to shareholder approval.

The consolidated financial statements account for an accumulated deficit, in the Company's UAE subsidiary Xpro Dielectric Films FZ-LLC, of AED 7.04 million (INR 16.73 Crores), including AED 4.52 million (INR 10.93 Crores) for the year. These can be seen to relate to pre-operative expenses and unrealised foreign exchange translation losses on Euro-linked long-term liabilities, consistent with the project being in its implementation and pre-revenue stage.

The paid-up Equity Capital of the Company stands at INR 23.47 Crores and Net Worth at INR 715.48 Crores. The balance sheet is intentionally lean: no long-term debt beyond supplier credits against machinery, modest working capital borrowings, and conservative deployment of liquidity. All outstanding warrants were fully converted during the year; 11,70,000 Equity Shares of INR 10 each at a premium of INR 965 each were allotted. All the capital raised, through the two preferential issues and the QIP, is being deployed for stated purposes, with INR 74.63 Crores held in banks pending utilization; deployments are independently monitored as required.

During the year, the subsidiary Xpro Dielectric Films FZ-LLC issued 13,235 new equity shares of AED 1,000 each at a premium of AED 1,500 each to an independent investor from UAE, raising AED 33.08 million to support future growth. As the Company's holding in it is now 85%, the subsidiary is no longer wholly owned. This investment at a significant premium at arm's length is, in the Board's view, an independent validation of the project's credibility.

Operating revenues stood at INR 505.5 Crores (prior year - INR 535.3 Crores). Pricing and margins across product categories were under pressure from prevailing economic and trade headwinds, as reflected in PBIDT performance. Barjora's dielectric film line operated at full utilization and maintained volume. The competitive position remained robust, evidenced by domestic market leadership. For coextruded sheets and liners, being an established supplier to most leading brands in the refrigerator sector, the volumes are directly correlated to the consumer end-market conditions. A decline in refrigerator volumes led to a modest decrease in off-take - which is a sectoral dynamic and not structural. The Company's operational overview is covered in the annexed MD&A report.

The commissioning of the new dielectric film line at Barjora on March 27, 2026, doubling the Company's nameplate capacity in India from 4,000 to 8,000 MT annually was a key step toward a globally scaled contemporary dielectric films platform. The earlier delays in the project were externally driven and are behind us. The Board anticipates a calibrated ramp-up, with performance building as the volumes scale.

India's broader economic conditions remain resilient, though the Reserve Bank of India has flagged downside risks of geopolitical events, crude oil prices, and potential climate-related disruptions. The Hon. Prime Minister's recent concerns on economic caution, greater self-reliance and foreign exchange conservation, given the prevailing global conditions, are well-noted. It is relevant to point out the alignment of the Company's dielectric films these priorities: an India-centric, high technology operation that helps reduce imports, and generates exports.

The external environment warrants further attention. The West Asian conflict escalated significantly since it began in late February 2026, with hostilities directly affecting the Gulf states, including the UAE. Our subsidiary's project at Ras Al Khaimah calls for particular vigilance. The Company follows all Governmental and appropriate protective protocols and, to date, there has been no adverse impact to people, assets, or work at site. The conditions remain fluid and we continue to monitorthem.

Also, a critical corridor for energy, petrochemicals, and freight has been effectively closed to normal commercial shipping, and global resin, energy, and freight costs have been volatile as a result. These are not latent risks but are active pressures on cost and logistics that the Company is navigating in real time.

Xpro India is a technically exacting polymer processor. Its core expertise spans extrusion, coextrusion, and biaxially oriented dielectric films. The Company's strategic vision is a globally significant India-led dielectric films business. Xpro is the pioneering, dominant domestic player in dielectric films, even as India has sizable imports at zero-duty. Its accrued manufacturing depth, development capability, and quality discipline represent in the Board's view - meaningful competitive barriers.

Between 2025 and 2027, Xpro's aggregate annual dielectric film to 13,000 MT. Consistent with the Company's low-leverage philosophy, these expansions have -funding. A fourth dielectric filmline in the UAE(landal ready secured),and a fifth line in India, are on the roadmap. Ultra-thin films and related segments represent the next stratum of the Company's technical ambitions - niche segments where Xpro's precision manufacturing heritage gives it a credible head start. External uncertainties may influence the pace - the strategic objective is fixed, timing will hinge on global stability and market clarity.

Separately, options are being assessed for downstream value-addition opportunities in dielectrics, and select non-dielectric segments where the Company's process and materials expertise can confer an advantage.

With effect from April 14, 2025, Sri Gaurav J Shah was appointed as an Independent Director for a term of 5 years, and Sri Utsav Parekh (erstwhile Independent Director, until July 29, 2024) was appointed as a Non-Executive Non-Independent Director, liable to retirement by rotation. The first term for Ms. Suhana Murshed as an Independent Director (appointed on August 10, 2021) ends at the forthcoming Annual General Meeting ("AGM"). The Board recommends the reappointment of (a) Ms. Suhana Murshed as Independent Director, for a second term of 5 years from July 20, 2026; and (b) Smt. Madhushree Birla, Non-Executive Director, who retires by rotation at the AGM.

Sri C Bhaskarends his significant tenure of 26 years on the Board in an executive capacity on December 31, 2026. As part of a planned realignment of senior management responsibilities, Sri C Bhaskar (Managing Director & Chief Executive Officer ("CEO")) was redesignated as Managing Director on August 27, 2025; Sri Girish Behal was appointed as President & CEO. The Board proposes, subject to shareholder approval, the appointment of Sri Girish Behal as Managing Director (to be appropriately designated by the Board for his CEO role) effective January 1, 2027.

The Board is drawing on the vast institutional knowledge, skills, and deep-rooted relationships - including with investors and stakeholders - of Sri C Bhaskar and Sri H Bakshi (earlier Senior President & Chief Operating Officer). They will in due course transition to mentoring and counselling roles within the Chairman's Office, engaging with the Board at a strategic level - Sri Bhaskar as Group Mentor & Strategic Counsel and Sri Bakshi as Senior President & Group Technical Counsel. Both will also continue in their key roles on the Board of the UAE subsidiary.

Information as required under the Companies Act, 2013 ("the Act"), our annexed reports on Corporate Governance and Managements' Discussion & Analysis Report ("MD&A") form a part of this Report. The Annual Return (Form MGT-7) is available on the Company's website at xproindia.com/annual-reports/ and information on conservation of energy, technology absorption & foreign exchange earnings and outgo is in an annexure hereto.

The Company has received necessary confirmations from all the Independent Directors that they meet the criteria of independence as per Section 149(6) of the Act and SEBI (LODR) Regulations, 2015 ("Listing Regulations"). The Board has noted the same and also confirms that the Independent Directors meet the criteria of expertise, experience and integrity in terms of the Act and the Listing Regulations. The Board has a policy for appointment and remuneration of Directors and Senior Managerial Personnel as well as criteria for determining independence, (policy and criteria are annexed at xproindia.com/wp-content/uploads/2026/05/Remuneration.pdf). The Board annually evaluates its own performance, that of its committees, and of each Director individually. Questionnaires are circulated to all Directors; a Director does not join discussions on their own evaluation. The Remuneration & Nomination Committee independently evaluates the performance of each Director, while the performance of the Chairman and Non-Independent Directors is separately assessed at a meeting of the Independent Directors.

The Company has a policy for determining material subsidiaries, as required under Regulation 16(1)(c) of SEBI Listing Regulations, 2015 (xproindia.com/wp-content/uploads/2026/05/Material-Subsidiaries.pdf). During and at the end of the year, the Company had one subsidiary - Xpro Dielectric Films FZ-LLC, UAE. The only Associate company is TP Mercury Limited. A statement containing salient features of the financial statements of subsidiary and associate company in prescribed format Form AOC-1 is annexed. Guarantees and investments covered under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are detailed in the Notes forming part of the financial statements; there is no loanto which Section 186 applies. The Company does not invite or accept any Deposits and accordingly there are none outstanding on March 31, 2026.

A Risk Management Committee reviews business risks and implements and monitors the Risk Management Policy. The Company has an internal control system commensurate with its size of operations. Internal audit is carried out by external agencies which report to the Audit Committee. During the course of internal audit, the efficacy and adequacy of internal control systems is also evaluated and all corrective actions are taken, based on reports or whenever merited.

The Audit Committee is compliant with Section 177 of the Act and Regulation 18 of Listing Regulations. There was no instance where the Board did not accept any recommendation of the Audit Committee. Transactions with related parties during the year were in the ordinary course of business and at arm's length. There are no material related party transactions which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under the Act, and Regulation 23 of SEBI Listing Regulations, all proposed Related Party Transactions are placed before the Audit Committee for approval or omnibus approval, as well as a statement of all such transactions. The policy on Related Party Transactions is available at xproindia.com/wp-content/uploads/2026/05/RPT.pdf.

The Company has a vigil mechanism for directors and employees under a Whistle Blower Policy; no person is denied access to the Audit Committee in this regard. The policy provides for safeguards through Protected Disclosures against victimization of persons who use such mechanism, is displayed on the Company's website and is also annexed herewith. Information pursuant to Section 197(12) of the Act read with Rule 5 (as amended) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. A committee looks into complaints, if any, under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no complaint was filed during the year and none are pending. The Company has complied with the provisions of the Maternity Benefits Act, 1961.

There was no change in the nature of business of the Company during the year. There are no significant or material orders passed by any Regulators or Courts/Tribunals which impact the going concern status of the Company and its future operations. 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 under review and the date of this Report. As there are no instances, disclosure in respect of any proceedings under the Insolvency and Bankruptcy Code, 2016 and one-time settlements with any bank or financial institution is not applicable.The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Corporate Social Responsibility (CSR) committee complies with Section 135 of the Act. The Company supports implementing agencies or contributes to approved funds; the CSR Policy and annual report on CSR are annexed. Responsible business practices - across governance, environmental stewardship, and social commitment - remain central to how the Company operates. The Business Responsibility and Sustainability Report (BRSR) required under Regulation 34(2)(f) of SEBI (LODR) Regulations is annexed and forms part of this Annual Report. The Dividend Distribution Policy is available at xproindia.com/wp-content/uploads/2026/05/DDP.pdf.

The Company was classified as among the top 1,000 listed entities by market capitalization as on March 31, 2025, and has complied with enhanced governance and disclosure requirements under SEBI (LODR) Regulations during the year. Based on the market capitalization on March 31, 2026, the Company does not fall within this rank; hence, applicability of enhanced requirements for subsequent periods shall be determined appropriately.

Certain statements in the Directors' Report, and the Management Discussion & Analysis describing the Company's objectives, expectations, projections, or predictions may be ‘forward-looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Important factors that could make a difference include economic conditions, input costs, price realization, supply chain or logistical disruptions, changes in government regulations, tax regimes, and other incidental factors.

As per Regulation 17(8) of SEBI Listing Regulations, 2015 the CEO and CFO certified the financial statements which have been reviewed by the Audit Committee and then taken on record by the Board. Having taken reasonable and bonafide care, pursuant to Section134(3)(c) of the Act, the Directors indicate that (i) in preparation of the annual accounts, applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) the Directors selected such accounting policies, 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 of the Company for the year;ii) the Directors had taken proper (i and sufficient care for maintenance of adequate accounting records in accordance with the Companies Act, 2013, for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; (iv) the Directors had prepared the annual accounts on a going concern basis; (v) 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 (vi) 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.

The observations of Statutory and Secretarial Auditors are self-explanatory and do not call for any comments.

M/s Walker Chandiok & Co LLP, Chartered Accountants, were reappointed as Statutory Auditors at the 25^th Annual General Meeting ("AGM") held on June 24, 2022 to hold office for a second and final term of five consecutive years from conclusion of the 25^th AGM till the conclusion of the 30^th AGM.

Pursuant to Section 204 of the Act and as approved by Members at the 28^th AGM, M/s. Mamta Binani & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors for a period of 5 consecutive years commencing from the conclusion of 28^th AGM till the conclusion of the 33^rd AGM. The report of Secretarial Auditor for FY 2025-26 is annexed herewith.

The Company made and maintained cost records as prescribed under the Companies Act, 2013. Cost Audit for the year ended March 31, 2026 is carried out by M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai (Registration No. 00175). The Board, on the recommendation of the Audit Committee, has appointed M/s Sanghavi Randeria & Associates to conduct audit of cost records for the year ending March 31, 2027; under Section 148(3) of the Act their remuneration requires approval at the ensuing AGM.

We place on record our sincere appreciation of (a) the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, (b) all concerned Government and other authorities; and (c) the trust and faith of our shareholders/investors and stakeholders. We record the valuable cooperation and support of the teams of RAKEZ (Ras Al Khaimah Economic Zone) and other authorities. Relations with employees were generally cordial. We record our appreciation of the sincere and dedicated services of all employees, and their commitment to the Company's progress and growth.