The Members are requested to claim their unpaid or unclaimed dividend, if any, before the same becomes due for transfer to the IEPF. Members may further note that both the unclaimed dividend and the shares transferred to the IEPF Authority can be claimed back by making an application to the IEPF Authority in the prescribed manner.

The details of the unpaid and unclaimed dividend liable for transfer to the IEPF are provided below:

Statement of Unclaimed Dividend for the F.Y 2024-25

Financial Year Tentative Due Date for Transfer in IEPF

F.Y 2024-25 25^th September, 2031

F.Y 2023-24 25^th September, 2030

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Subsequent to the close of the financial year, the Company completed the strategic acquisition of XChem Polymers India Private Limited pursuant to the Share Purchase Agreement dated March 26, 2026, for an aggregate consideration of T75.00 Crore, in accordance with the terms and conditions of the agreement.

In furtherance thereof, the Board approved the issuance of equity shares on a preferential basis by way of share swap, and the transaction is being implemented in accordance

with the terms of the Share Purchase Agreement and the applicable statutory and regulatory requirements.

The acquisition is expected to strengthen the Company's product portfolio, enhance its manufacturing capabilities, and support its long-term growth strategy.

Except as stated above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

9. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

10. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as "Annexure I" and is incorporated herein by reference and forms an integral part of this report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hani Ahmed Farid (DIN: 00711968), Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, offers himself for re-appointment.

During the financial year under review, Mr. Abhishek Agrawal (DIN: 09624370), Independent Director of the Company, resigned from the office of Director with effect from 13^th October, 2025 due to personal reasons. The Board places on record its sincere appreciation for the valuable guidance and contribution rendered by him during his tenure with the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mrs. Priyanka Pandey (DIN: 10198101) as an Additional Director (Non-Executive Independent Director) with effect from 9^th December, 2025, subject to the approval of the Members of the Company. A Special Resolution seeking the approval of the Members for her appointment as a NonExecutive Independent Director has been included in the Notice convening the ensuing AGM.

There was no change in the Key Managerial Personnel of the Company during the financial year under review.

The composition of the Board of Directors and the Key Managerial Personnel of the Company is in compliance with the applicable provisions of the Companies Act,

2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.

As on 31^st March, 2026, the following were Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section 203 of the Act.

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS: BOARD EVALUATION &

DISCUSSIONS WITH INDEPENDENT DIRECTOR:

Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing Obligations and Disclosure requirements, 2015, the Board's policy is to regularly have separate meetings with Independent Directors, to update them on all business- related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The Directors expressed satisfaction with the evaluation process.

13. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulations of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

ANNUAL PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the Financial Year 2025-26.

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board as a whole, its committees and individual Director has been carried out in accordance with the framework.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board.

During the reporting period, no adverse remarks or qualifications were notified and/or in respect of the Board, its committees and/or any of the Directors.

14. COMPOSITION OF BOARD, NUMBER OF BOARD MEETINGS:

The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2026, the Board had 5 (Five) members, consisting of 2 (Two) executive directors, 03(Three) nonexecutive & independent directors of which 2 (two) are woman directors. Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (‘AGM') of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

During the Financial Year 2025-26, the Company held 8 (Eight) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 was adhered to while considering the time gap between two meetings.

The details of the Board Meetings held during the financial year and the attendance of Directors thereat are provided below:

Attendance details of Directors for the year ended March 31,2026 are given below:

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and nonmonetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

15. FORMATION OF THE COMMITTEE OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

COMPOSITION AND NUMBER OF MEETING OF THE AUDIT COMMITTEE:

Your Company has formed an Audit Committee pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are Independent Director possess strong knowledge of accounting and financial management.

During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

COMPOSITION OF THE STAKEHOLDER'S RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder's/ Investor's complaints. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the year ended 31^st March, 2026, 02 (Two) meetings of the Committee were held, the dates of which are 21^st May, 2025 and 9^th December, 2025.

Details of Composition of the Committee:

Details of the composition of the Committee and attendance during the year are as under:

The details of complaints received and resolved during the Financial Year ended March 31, 2026 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year 2025-26:

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

The Company remains committed to conducting its business in a socially responsible and sustainable manner. In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of the Board to formulate and monitor the implementation of the Company's CSR Policy and recommend CSR activities to the Board from time to time.

During the financial year under review, the CSR Committee met Two (2) times on 21^st May, 2025 and 9^th December, 2025. The composition of the CSR Committee and attendance of its members at the meetings are provided below:

The Company has a Corporate Social Responsibility Policy as per the requirements of the Act and the same is available on the website of the Company.

The salient features of this policy are as follows:

• The Company believes that serving society is a primary purpose.

• Perceivable improvement in attitude, culture and values amongst employees and community.

• Conservation of natural resources and commitment to Green Environment.

• Developing business processes which are environmentally and socially sustainable.

The Annual Report on CSR activities, containing the disclosures as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms Annexure V to this Report.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

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

c) the directors have 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 have prepared the annual accounts on a ‘going concern' basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

17. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 ("Code") for prohibition of insider trading in the securities of the DUCOL to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI") by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI") with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as "Annexure III" and forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding RS. 1,02,00,000/- per annum, if employed for whole of the year or H 8,50,000/- per month if employed for part of the year.

19. ANNUAL RETURN

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

As on 31^st March, 2026, Bitumag Industries Private Limited was the wholly-owned subsidiary of the Company within the meaning of Section 2(87) of the Companies Act, 2013.

This occurred following the execution of a Share Purchase Agreement on March 27, 2025, and the transfer of 100% of its equity share capital on April 17, 2025, in accordance with Section 2(87) of the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary company in Form AOC-1 forms part of the Consolidated Financial Statements and is annexed to this Annual Report as Annexure VI.

Subsequent to the close of the financial year, the Company completed the first tranche of the acquisition of Xchem Polymers India Private Limited in terms of the Share Purchase Agreement dated 26^th March, 2026, pursuant to which the Company acquired 50.67% of the equity share capital of Xchem, thereby making Xchem a subsidiary of the Company.

The balance consideration of Rs. 30 crore will be settled through a share swap arrangement with the exiting promoters of Xchem Polymer India Pvt Ltd, while an additional T7 crore will be payable in cash within 24 months from the execution date of the Share Purchase Agreement (SPA).

Save as stated above, the Company does not have any other subsidiary, joint venture or associate company as on the date of this Report.

21. STATUTORY AUDITORS' AND AUDITORS' REPORT:

The Members of the Company at the 29^th Annual General Meeting (‘AGM') held on September 26,2023 approved the appointment M/s Choudhary Choudhary & Co., Chartered

Accountants (Firm Registration No. 002910C), and they were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 34^th Annual General Meeting.

The Independent Auditors' Report for fiscal year 2026 provided by M/s Choudhary Choudhary & Co, Chartered Accountants does not contain any qualification, reservation,

or adverse remark. The Independent Auditors' Report is integrated in the 32^nd Annual Report.

22. SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report.

Accordingly, M/s Deep Shukla & Associates has been appointed as Secretarial Auditors of the Company. The Board of Directors of your company has already appointed Messrs. Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer-reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended 31^st March 2026, as required under Section 204 of the Act.

The Secretarial Auditors' Report for fiscal 2026 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as"Annexure IV" to the Board's report, which forms part of this Integrated Annual Report.

23. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors.

Further, M/s. A.P & Co., Chartered Accountants (Firm Reg. No. 100040W) acting as an Internal Auditor of the Company for a term of five (5) years i.e., from Financial Year 2022-23 to 2026-27.

24. EMPLOYEES' STOCK OPTION PLAN

Your Company has not provided stock options to any employee.

25. VIGIL MECHANISM

26. RISK MANGAMENT POLICY

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable. However, the Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

27. CORPORATE GOVERNANCE REPORT

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied with in the period of 6 months.

28. DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31,2026.

29. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.

30. RELATED PARTY TRANSACTION

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report. All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms' length basis.

As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 and there are no material Related Party transactions, which may conflict the interest of the Company, hence Form AOC-2 is not required to be furnished.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the company.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 39 to the Significant Accounting policies part of this report.

31. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

The use of energy is being optimized through improved operational methods. Continuous efforts are being made to optimize and conserve energy by improvement in production process. Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns in its all locations and implements requisite improvements/ changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

• Steps taken for utilizing alternate sources of energy;

• The Company has not made any investment for utilizing alternate source of energy.

• Capital investment on energy conservation equipment;

• The Company has taken adequate measures to conserve energy by way of optimizing usage of power.

(b) Absorption of Technology:

The efforts made towards technology absorption:

In this era of competition, in order to maintain and increase the number of clients and customers, we need to provide the best quality services to our clients and customers at a minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

The Company has not imported any technology during the year under review;

The Company has not expended any expenditure towards Research and Development during the year under review.

Foreign exchange earnings and outgo

32. COST RECORDS AND COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company. However, in accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure and respectful work environment free from sexual harassment and has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has constituted an Internal Complaints Committee ("ICC") in compliance with the provisions of the said Act to redress complaints relating to sexual harassment at the workplace.

During the financial year under review:

34. LISTING OF SHARES WITH STOCK EXCHANGE AND DEMATERIALISATION

The shares of the Company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Thursday, January 19, 2023 only. The annual listing fees for FY 2026-27 has been paid to the Stock Exchange. Further, Complete Shareholding of the Company is in dematerialized form.

35. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India. The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

36. SIGINIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIORS OR COURT ORDERS

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

37. MATERAIL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review there were no material changes which would affect the financial position of the Company.

38. INSURANCE:

The properties/assets of the Company are adequately insured.

39. ACKNOWLEDGEMENT

Your directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.