Dear Members,

Your Directors are pleased to present the 90th Annual Report of International Combustion (India) Limited ( " the Company " ) together with the Audited Financial Statements and Auditor ' s Report thereon for the financial year ended 31st March 2026.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March 2026 is summarized below:

in lakh)

OPERATIONS AND STATE OF THE COMPANY ' S AFFAIRS

During the financial year under review, the Company recorded Revenue from operations of ^ 29,340 Lakhs as against ^ 29,298 Lakhs during the previous financial year, registering a marginal increase in revenue. Loss before tax from operations stood at ^ 320 Lakhs as against a Profit before tax of ^ 1,354 Lakhs in the previous financial year.

During the year under review, the market for capital goods and other industrial machinery and equipment faced a challenging situation where large number of new projects got shelved or even those which were under execution faced major slowdown, as a result of this despite having orders in hand, these could not be executed.

During the current year there has been some improvement in the market demand and execution of the pending projects. However, the increase in input costs continues to remain a major challenge.

This slowdown also resulted in severe competition in the market which led to high price pressure.

Furthermore, to worsen the situation, the input costs continued to increase and the position has become even more critical on account of ongoing Gulf war.

FUTURE OUTLOOK

The Company presently operates through three business divisions, namely Heavy Engineering Division, Geared Motors & Industrial Gear Box Division and Building Material Division.

The Company remains cautiously optimistic about future business prospects considering the expected recovery in infrastructure, industrial investments and increasing focus on domestic manufacturing initiatives and continued growth in the construction sector, which are expected to support the outlook across its business divisions.

Heavy Engineering Division

The Heavy Engineering Division, catering mainly to steel, mining, mineral beneficiation and material handling industries, is expected to witness gradual improvement in demand driven by infrastructure development and revival in industrial activity.

Geared Motors & Industrial Gear Box Division

The Geared Motors & Industrial Gear Box Division continues to receive encouraging market response and the Company expects steady growth in this segment supported by increasing industrial demand and expanding customer acceptance.

Building Material Division

The Building Material Division has witnessed positive market response for its advanced dry mortar and related products. The Company is focused on strengthening its marketing and distribution network and expects significant growth opportunities from the construction and infrastructure sectors.

DIVIDEND

In view of the loss incurred during the financial year under review and with a view to conserving the Company ' s resources, the Board of Directors has decided not to recommend any dividend for the financial year 2025-26.

TRANSFER TO RESERVE

During the year, no amount was transferred to the reserves in view of the loss incurred by the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not presently have any subsidiary, associate or joint venture company within the meaning of the Companies Act, 2013 (hereinafter referred as the ' Act ' ). Accordingly, the requirement for preparation of Consolidated Financial Statements is not applicable to the Company for the financial year 2025-26.

SHARE CAPITAL

The authorized share capital on 31st March 2026 was ^ 5,00,00,000 divided into 50,00,000 equity shares with a face value of ^ 10/- each and the issued, subscribed and fully paid-up share capital of the Company was ^ 2,39,02,760 divided into 23,90,276 equity shares with a face value of ^ 10/- each. During the year, the Company did not issue any shares with differential rights or convertible securities.

CREDIT RATINGS

During the financial year 2025-26, CRISIL Ratings Limited reviewed and reaffirmed the credit ratings assigned to the fund-based and non-fund based working capital facilities availed by the Company from its bankers on consortium basis. The details about the ratings assigned by the above-mentioned agency is clearly drawn up in the Corporate Governance Report forming part of the Board ' s Report.

CAPITAL EXPENDITURE

The total capital expenditure incurred by the Company during the financial year under review was R 574.49 Lakhs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition

The Board of Directors of the Company has an optimum combination of Executive and Non-Executive Directors. As on 31st March 2026, the Board comprised 6 (six) Directors, consisting of 1 (one) NonExecutive Promoter Director, 3 (three) Non-Executive Independent Directors [including 1 (One) Woman Director], and 2 (two) Executive Directors, comprising the Managing Director and Whole-time Director. The Chairperson of the Board is a Non-Executive Promoter Director. The brief profiles of all the Directors are available on the Company ' s website at uploads/2026/04/Brief-Profile-of-Board-of-Directors.pdf

None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Act. Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

During the year under review, the Board has accepted the recommendations of the Committees of the Board. The details of the Board composition and composition of Committees are provided separately in the Corporate Governance Report.

Changes in Board Composition and Key Managerial Personnel

During the financial year 2025-26, the Board, based on the recommendation of the Nomination and Remuneration Committee, in its meeting held on 6th March 2026, has re-appointed Mr. Rana Pratap Singh (DIN: 10186266) as a Whole-time Director for a further term of 3 (three) consecutive years with effect from 1st May 2026 to 30th April 2029 (both days inclusive), subject to approval of the Members of the Company.

During the financial year 2025-26, the Board complies with the requirements of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ' SEBI Listing Regulations ' ).

Further, Mr. P. R. Sivasankar (ACS 17812), Company Secretary & Compliance Officer of the Company, resigned from his position on 31st December 2025, with his resignation taking effect from the close of business hours on 31st March 2026. The Board places on record its sincere appreciation for the valuable contributions made by Mr. P. R. Sivasankar during his tenure with the Company. Consequent to his

resignation, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Kundan Jaiswal (ACS 25867) as the Company Secretary & Compliance Officer of the Company with effect from 1st April 2026.

Directors retire by rotation

In accordance with the provisions of Section 152 of the Act read with Rules made thereunder, Mr. Indrajit Sen (DIN: 00216190), Executive Director is liable to retire by rotation and being eligible and offer himself for re-appointment. The Board recommends the said re-appointment at the 90th Annual General Meeting (AGM) of the Company.

Further, the brief resume and other details relating to the Director(s) seeking appointment/re-appointment, as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2, are provided in the Notice convening the ensuing AGM.

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 28th May 2026 received from Mr. Arup Kumar Roy, Practising Company Secretaries (Unique Document Identification Number A006784H000526842), certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India ( " SEBI " )/Ministry of Corporate Affairs (MCA) or any such statutory authority is annexed to the Corporate Governance Report. During the year under review, none of the Directors of the Company is disqualified as per the applicable provisions of the Act.

MEETINGS OF THE BOARD

During the financial year 2025-26, the Board met 5 (Five) times. Details of the meetings of the Board and its Committees, including the dates of such meetings and the attendance of Directors thereat, are provided in the Corporate Governance Report, which forms part of this Annual Report.

DECLARATION FROM INDEPENDENT DIRECTORS

During the financial year 2025-26, all the Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) and 149(7) of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors and, after undertaking due assessment, is of the opinion that all the Independent Directors possess the requisite integrity, expertise, experience and proficiency as required under the Act and the SEBI Listing Regulations. The Board further confirms that the Independent Directors are independent of the management.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which might affect the financial position of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company, along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit / (loss) of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis ;

e) the Board had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

REMUNERATION POLICY

The Nomination and Remuneration Committee ("NRC") of the Board has formulated a Nomination and Remuneration Policy relating to the appointment, remuneration and evaluation of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel of the Company, which has been approved by the Board. The Policy is reviewed and amended from time to time in line with the applicable statutory requirements and business needs of the Company. The Policy is available on the Company's website at

The Nomination and Remuneration Policy is designed to ensure that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate competent personnel required for the successful conduct of the Company's business. The Policy lays down the guiding principles and criteria for determining qualifications, positive attributes, independence of Directors, and remuneration payable to Directors, KMPs and Senior Management Personnel.

The remuneration payable to the Executive Directors is recommended by the NRC based on the guiding principles set out in the Policy and is subject to the approval of the Board, shareholders and such other authorities as may be required under the applicable laws.

In respect of the Non-Executive Directors, the Board determines, from time to time, the sitting fees payable for attending meetings of the Board and its Committees, within the limits prescribed under the Act and the Rules made thereunder. The Non-Executive Chairperson may also be paid commission, subject to the limits prescribed under the applicable laws and approvals of the NRC, the Board and the shareholders, as may be required.

The Company's remuneration framework for employees is structured to recognize individual qualifications, experience, competencies, performance, roles and responsibilities. Employees are assigned appropriate grades, and their remuneration is determined based on factors such as job profile, skill sets, experience, performance, seniority and prevailing industry remuneration levels for comparable positions.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - I, forming part of this Board ' s Report. The statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of the limits prescribed under Section 197(12) of the Act, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available at the registered office of the Company during working hours from 21 days prior to the AGM up to the date of the AGM. In terms of Section 136(1) of the Act, the Report and Accounts as set out therein are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholders interested in obtaining such details may write to the Company Secretary at , stating their Folio No./DPID & Client ID.

BOARD EVALUATION

The annual evaluation of the performance of the Board of Directors, its Committees, the Chairperson of the Board and individual Directors were carried out in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Independent Directors, at their separate meeting, evaluated the performance of the Executive Directors after considering the views of the Executive and Non-Executive Directors, as well as the performance of the Board as a whole. They also assessed the quality, quantity and timeliness of the flow of information between the Company's Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

The evaluation process focused on various aspects of the functioning of the Board and its Committees, including their composition, experience and competencies, effectiveness in the discharge of duties and responsibilities, and governance-related matters. A separate exercise was undertaken to evaluate the performance of individual Directors based on parameters such as attendance, participation, contribution and exercise of independent judgement. Further, in accordance with the criteria and manner prescribed by Nomination and Remuneration Committee for the annual performance evaluation of the Board, its Committees and individual Directors, the Board carried out a formal evaluation of its own performance, the performance of its Committees and that of the individual Directors.

During the financial year 2025-26, all members of the Board and its Committees met the performance evaluation criteria established by the Nomination and Remuneration Committee. The Board expressed satisfaction with the overall functioning and effectiveness of the Board and its Committees.

LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2025-26, the Company did not grant any loans to bodies corporate, nor did it provide any guarantee or security in connection with any loan to anybody corporate under the provisions of Section 186 of the Act.

The surplus funds of the Company, wherever available, were invested in fixed deposits with banks and in fixed maturity plans/debt-oriented mutual funds of reputed mutual fund houses, being fixed income bearing investment instruments, in accordance with the applicable provisions of the Act and the investment policy of the Company. The details of investments made by the Company pursuant to the provisions of Section 186 of the Act, are set out in the notes to the financial statements forming part of this Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return of the Company for FY 2025-26 in Form MGT-7 has been made available on the website of the Company at . The annual return uploaded on the website is a draft in nature and the final annual return shall be uploaded at the same link on the website of the Company once the same is filed with the Ministry of Corporate Affairs after the AGM.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility ( " CSR " ) Committee of the Board. The provisions relating to CSR continued to be applicable to the Company during the financial year 2025-26. As on 31st March 2026, the CSR Committee comprised of Mr. Sanjay Bagaria as Chairman of the Committee and Ms. Nayantara Palchoudhuri and Mr. Indrajit Sen as the other members of the Committee. The CSR Committee has formulated a CSR Policy, which has been approved by the Board and is available on the website of the Company at https:// internationalcombustion.in/wp-content/themes/ic/pdf/CSR Policy.pdf

The Committee is responsible for monitoring the implementation of the CSR Policy and recommending CSR activities to the Board from time to time. The Annual Report on CSR activities for the financial year ended 31st March 2026, as required under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure - II forming part of this Report.

RISK MANAGEMENT

The Company has a Risk Management Plan approved by the Board of Directors, which provides a structured framework for the identification, assessment, monitoring and mitigation of key business risks. The framework is designed to safeguard the Company's business objectives, enhance operational resilience and support sustainable growth.

During the financial year under review, the Board periodically reviewed the key risks and the adequacy and effectiveness of the risk mitigation measures. The Company continued to monitor the evolving business environment, including market conditions, order execution risks, input cost volatility and competitive pricing pressures, and undertook appropriate measures to manage and mitigate their impact on the Company's operations and financial performance.

AUDITORS AND AUDITORS ' REPORTS

Your Company ' s Statutory Auditors, M/s. Ray & Ray, Chartered Accountants (Firm Registration No.

301072E), were re-appointed as Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 86th Annual General Meeting held on 21st September 2022, and continuing up to the conclusion of the 91st Annual General Meeting to be held in the calendar year 2027.

The Audit Report issued by M/s. Ray & Ray, Chartered Accountants, on the financial statements of the Company for the financial year 2025-26 forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, the Statutory Auditors have not reported any instance of fraud under the second proviso to Section 143(12) of the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A and Regulation 36 of the SEBI Listing Regulations read with Section 204 and other applicable provisions, if any, of the Act and the Rules framed thereunder, the shareholders of the Company, at 89th Annual General Meeting held on 10th September 2025, approved the appointment of Mr. Arup Kumar Roy, Practising Company Secretary, as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the financial year ending 31st March 2026 up to the financial year ending 31st March 2030.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2025-26 in Form MR-3 is annexed to this Report as Annexure III. The said Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company has generally complied with the applicable provisions of the Act, the SEBI Listing Regulations, and other applicable laws, rules, regulations, guidelines and standards.

Further, Mr. Arup Kumar Roy has issued the Annual Secretarial Compliance Report for the financial year ended 31st March 2026, pursuant to the requirements of the Listing Regulations, and the same has been submitted to the Stock Exchanges within the prescribed timelines.

COST RECORDS AND AUDIT

Pursuant to the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records in respect of the products manufactured by the Company and accordingly, such accounts and records are duly prepared and maintained.

In the view of the above, on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 31st July 2025, appointed M/s. DD & Associates (Firm Registration Number: 000612) as the Cost Auditors of the Company for the financial year 2025-26. The Cost Auditors have furnished their consent to act as Cost Auditors of the Company and have confirmed that their appointment is within the limits prescribed under the Act and that they satisfy the criteria of independence and eligibility applicable to cost auditors.

In accordance with the provisions of Section 148 of the Act, read with the applicable Rules thereunder, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. Accordingly, a resolution seeking ratification of the remuneration payable to the Cost Auditors forms

part of the Notice convening the ensuing Annual General Meeting, and the Board recommends the same for approval by the Members.

INTERNAL AUDITORS

The Board appointed M/s. Swarup De & Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism / Whistle Blower Policy.

The said mechanism provides an adequate safeguard and reporting framework for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Company ' s Code of Conduct or any other improper practices. The mechanism also provides for adequate safeguards against victimization of persons who use such mechanism.

The Audit Committee of the Board oversees and monitors the implementation and effectiveness of the Vigil Mechanism. The Vigil Mechanism/ Whistle Blower Policy is available on the Company ' s website at https:// internationalcombustion.in/wp-content/uploads/2026/06/Vigil-Mechanism-Whistle-Blower-Policy.pdf.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Company continues to undertake necessary measures for conservation and efficient utilization of energy across its operations. Continuous efforts are being made to optimize energy consumption and implement feasible energy conservation initiatives in a phased manner.

Pursuant to the provisions of Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are provided in Annexure - IV forming part of this Report.

INTERNAL FINANCIAL CONTROLS

In the opinion of the Board, the Company has in place adequate internal financial controls with reference to the Financial Statements, commensurate with the nature and size of its business operations. The effectiveness of such controls was reviewed during the financial year 2025-26 and no material weakness or deficiency in the design, implementation or operation of the said controls was noticed.

QUALITY CERTIFICATIONS

The Quality Management Systems of the Company in respect of its manufacturing facilities located at Baidyabati, Nagpur, Aurangabad and Ajmer, as well as its Corporate Office at Kolkata, continue to be aligned with established quality standards and practices. The Company ' s Quality Management Systems have been certified by Indian Register Quality Systems (IRQS), accredited by RvA, The Netherlands, as conforming to the requirements of ISO 9001:2008 standards.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

During the financial year 2025-26, the Company continued to strengthen its Environment, Health and Safety (EHS) framework through the development and implementation of comprehensive EHS Rules and safety practices aimed at proactively identifying and mitigating operational hazards and risks.

The Company ' s EHS initiatives are guided by continuous evaluation of past incidents, near-miss cases, EHS audits and inspections, customer feedback and applicable ISO standards and industry best practices. These measures are intended to foster a safe and healthy work environment for employees, contractors and other stakeholders associated with the Company ' s operations.

The Company has continued to invest in enhancing safety infrastructure, systems and processes at its manufacturing facilities. A structured incident reporting and monitoring mechanism is in place to ensure timely identification of risks and implementation of appropriate corrective and preventive actions. Detailed investigations are undertaken to ascertain the root causes of incidents, and the learnings therefrom are communicated across the organisation to minimise recurrence of similar incidents.

The Company also maintains a contractor safety management system to ensure compliance with applicable safety and occupational health requirements by contractors engaged at various locations. The system includes contractor assessment procedures, safety induction and training programmes, communication of safety expectations and periodic monitoring of contractor performance with an objective to promote and maintain a safe workplace culture.

RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a Policy on Related Party Transactions in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The said Policy is available on the website of the Company at .

During the financial year ended 31st March 2026, the Company did not enter into any material related party transaction or any contract, arrangement or transaction with related parties which could be considered material in terms of the aforesaid Policy and applicable provisions of law.

The related party transactions entered into during the year were in the ordinary course of business and on an arm ' s length basis. Such transactions primarily relate to remuneration and sitting fees paid to Directors and Key Managerial Personnel, which are duly covered under the applicable policies of the Company and were approved by the Audit Committee, Nomination and Remuneration Committee, Board of Directors and/or Shareholders, wherever required. Further, the Company did not have any subsidiary, associate or joint venture company during the financial year 2025-26 and accordingly there were no related party transactions arising on such account.

None of the transactions with related parties had any potential conflict with the interest of the Company at large. The details of related party transactions are disclosed in Note No. 42 to the Financial Statements forming part of the Annual Report for the financial year ended 31st March 2026. Accordingly, disclosure of related party transactions in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

DEPOSITS

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification/s or re-enactment/s thereof) for the time being in force.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS, COURT, OR TRIBUNAL

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

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( " IEPF Rules " ), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ( " IEPF " ) established by the Central Government upon completion of seven years from the date of transfer of such dividend to the unpaid dividend account.

Further, in accordance with the IEPF Rules, the shares in respect of which dividends have remained unpaid or unclaimed for seven consecutive years or more are also required to be transferred to the demat account of the IEPF Authority.

During the year under review, the Company had sent individual notices to the concerned shareholders and also published notices in newspapers requesting them to claim their unpaid/ unclaimed dividends. Thereafter, the Company transferred the corresponding unpaid/ unclaimed dividends and shares to the IEPF Authority in compliance with the applicable provisions.

Shareholders whose unpaid dividends and corresponding shares have been transferred to the IEPF Authority may claim the same by making an application to the IEPF Authority in the prescribed Form IEPF-5, available on the MCA portal, and by following the procedure prescribed under the IEPF Rules.

The dividend declared for the financial year ended 31st March 2019, which remains unpaid or unclaimed, is due for transfer to the IEPF upon completion of the statutory period of seven years. The due dates for transfer of unpaid / unclaimed dividend amounts to the IEPF are provided in the Corporate Governance Report. Further, the corresponding shares on which dividends remain unpaid or unclaimed for seven consecutive years shall also be transferred to the IEPF Authority in accordance with the provisions of Section 124 of the Act and the applicable Rules.

Shareholders are requested to claim their unpaid/ unclaimed dividends at the earliest to avoid transfer of such dividends and corresponding shares to the IEPF Authority.

CORPORATE GOVERNANCE

In compliance with the provisions of the SEBI Listing Regulations relating to Corporate Governance, the following Reports and Certificates form part of this Annual Report:

i) Management Discussions and Analysis Report.

ii) Corporate Governance Report

iii) Certificate by a Practicing Company Secretary regarding compliance with conditions of Corporate Governance and Non-Disqualifications of Directors

iv) Declaration from the Managing Director on compliance of Code of Conduct by the Directors and Senior Management Personnel.

v) Compliance Certificate by CEO/CFO.

LISTING ON STOCK EXCHANGE

The Company ' s 23,90,276 equity shares of ^ 10/- each, as on 31st March 2026, are listed on BSE Limited (BSE).

DEMATERIALISATION OF SHARES

There were 23,90,276 equity shares of the Company as on 31st March 2026. Out of the total 23,90,276 equity shares, 23,55,920 shares were held in electronic form, representing 98.56% of the total paid-up share capital, whereas the balance 34,356 shares were held in physical form, representing 1.44% of the total paid-up share capital of the Company. The Company ' s equity shares are compulsorily required to be traded in dematerialised form; therefore, members are advised to expedite the conversion of their physical shareholdings into dematerialised form through their respective Depository Participants (DPs).

E-VOTING FACILITY AT AGM

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 90th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its ' Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by National Securities Depository Ltd ( " NSDL " ). The detailed process and guidelines for e-Voting have been provided in the notice convening the AGM.

PREVENTION OF SEXUAL HARASSMENT IN THE WORKPLACE

The Company is committed to providing a safe, secure and inclusive work environment for all its employees and has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company remains committed to providing equal opportunity and maintaining a work environment free from discrimination on the basis of gender, race, caste, religion, colour, nationality, disability or any other protected category.

During the financial year 2025-26, the Company reconstituted the Internal Complaints Committees ( " ICCs " ) at its registered office, manufacturing plants and branch locations in compliance with the requirements of the aforesaid Act. The ICCs have been duly constituted with the prescribed composition, including a woman Presiding Officer, employee representatives and an external member.

The Company has established an appropriate mechanism for prevention and redressal of complaints relating to sexual harassment at the workplace and has circulated the policy to all employees.

Further, awareness and sensitisation programmes were organised for employees across locations to promote understanding of workplace conduct standards and the available grievance redressal mechanism. During the year under review, no complaint pertaining to sexual harassment was received by the Internal Complaints Committees.

COMPLIANCE OF STANDARDS

During FY 2025-26 the Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company complies with the Maternity Benefit Act, 1961 for the year under review.

HUMAN RESOURCE MANAGEMENT

The human resource development programmes in various areas are undertaken on an ongoing basis.

REGISTRATION UNDER MSMED ACT

Your Company is currently registered as a medium enterprise under the Micro, Small & Medium Enterprises Development Act, 2006.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all government authorities, banks, customers, suppliers, shareholders and other stakeholders, for the continuous support extended by them to the Company. Your Directors also place on record their appreciation for the dedication and commitment of the employees at all levels in achieving and sustaining excellence in all areas of operations of the Company.