DIRECTORS' REPORT

2. THE STATE OF COMPANY'S AFFAIRS (Numbers mentioned are in lakhs)

During the financial year under review, the Company delivered a resilient financial and operational performance, supported by sustained business growth, improved operating

efficiencies and prudent financial management despite a dynamic business environment.

Revenue from Operations increased to INR 35,414.69 lakhs in FY 2025-26 from INR 32,536.74 lakhs in the previous financial year, registering a year-on-year growth of 8.84%.

The growth was driven by improved business volumes, enhanced operational efficiency and continued customer demand across the Company's business segments.

Other Income increased to INR 899.15 lakhs from INR 589.32 lakhs in the previous financial year, reflecting a growth of 52.57%. Consequently, Total Income stood at INR 36,313.84 lakhs as against INR 33,126.06 lakhs in FY 2024-25, recording an overall growth of 9.62%.

Total Expenses increased moderately to INR 30,602.97 lakhs from INR 29,146.91 lakhs in the previous year, representing an increase of 4.99%. The growth in expenses remained lower than the growth in total income, reflecting the Company's continued focus on cost optimization and operational efficiency.

Profit before Depreciation and Finance Costs (EBITDA) improved significantly to INR 5,710.87 lakhs from INR 3,979.15 lakhs in the previous financial year, registering a robust growth of 43.52%. The substantial improvement in operating profitability reflects better cost management, improved operating leverage and stronger business performance during the year.

During the year, Depreciation and Amortization Expense increased to INR 1,790.96 lakhs from INR 844.87 lakhs, while Finance Costs increased to INR 766.32 lakhs from INR 549.46 lakhs in the previous financial year. These increases were primarily attributable to the expansion of the Company's asset base and financing requirements to support business growth.

Profit before Tax (before Exceptional/Prior Period Items) increased to INR 3,153.59 lakhs as against INR 2,584.82 lakhs in the previous financial year, registering a growth of 22.00%. During the year, the Company recognized an Exceptional/Prior Period Item amounting to INR 344.26 lakhs, which was appropriately accounted for in the financial statements.

After providing for current and deferred taxes, the Company reported a Profit After Tax (PAT) of INR 2,633.10 lakhs compared to INR 1,816.89 lakhs in the previous financial year, reflecting a strong year-on-year growth of 44.92%. The PAT margin improved to 7.43% of Revenue from Operations from 5.58% in the previous year, demonstrating improved profitability and effective operational management.

Overall, the Company's financial performance during the year reflects steady revenue growth, enhanced operating margins and improved

profitability. Going forward, the management remains focused on driving sustainable growth through operational excellence, disciplined cost management, customer-centric strategies and strategic investments aimed at strengthening the Company's long-term competitive position and creating sustainable value for all stakeholders.

Incorporation of Wholly Owned Subsidiary

Strategic Expansion through Wholly Owned Subsidiary: In line with its long-term growth strategy and business expansion plans, the Company incorporated Mundada Polymers Private Limited as its Wholly Owned Subsidiary during the financial year under review. The incorporation of the subsidiary represents a strategic step towards strengthening the Company's business operations, enhancing operational capabilities and supporting future growth opportunities. The subsidiary is expected to facilitate the Company's longterm expansion objectives, improve business efficiencies and create a focused platform for undertaking activities aligned with the Company's strategic vision. The Company will continue to leverage the subsidiary to strengthen its market presence and generate sustainable value for all stakeholders.

3. DIVIDEND AND UNCLAIMED DIVIDEND

Considering the capital requirements for ongoing business operations, the Board of Directors has not recommended any dividend for the financial year under review. Consequently, no amount was required to be transferred to the Unpaid Dividend Account, and no amount remained unclaimed or unpaid as at the end of the financial year. The Company has adopted a Dividend Distribution Policy specifying the parameters for the payment of dividends, which is available on the Company's website at https://baikakajipolymers.com/policies.html.

4. TRANSFER TO RESERVE:

The Board of Directors has decided to retain the entire amount of profit for the year ended March 31, 2026 in the distributable retained earnings.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF).

6. DISCLOSURE WITH RESPECT TO DEMAT

The Company successfully completed its IPO, which was subscribed 4.46 times, with strong participation from institutional investors, nonresident Indians, and retail investors. The Board expresses its sincere gratitude for the confidence reposed in the Company by its members and stakeholders.

The Board also places on record its appreciation for the support provided by various Authorities, Lead Managers, Stock Exchange, Depositories, Counsels, Consultants, Auditors, other intermediaries and employees of the Company for making the IPO of the Company a grand success.

The proceeds from the IPO have been utilized

the disclosure requirements under Regulation 39(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulation") are not applicable to the Company.

(including a premium of INR 176/- per share). The IPO included a Fresh Issue of 56,54,400 equity shares aggregating to approximately INR 10,517.18 Lakhs.

The following were the important milestones/ dates for the Offer: during the year ended March 31, 2026, in accordance with the objects of the offer as stated in the prospectus. There has been no deviation or variation in the utilization of funds from the stated purposes. A certificate confirming the same, duly reviewed by the Audit Committee, has been submitted to the stock exchanges as required under Regulation 32 of the SEBI Listing Regulations read with Regulation 41 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations").

9. INVESTOR GRIEVANCE REDRESSAL:

During the financial year under review, no investor complaints were received by the

Company. As of March 31, 2026, no complaints were outstanding against the Company, as confirmed by the certificate issued by the Registrar and Transfer Agent.

10. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business activity of the Company or in the main object of the Company.

11. EVENTS SUBSEQUENT TO THE DATEOF FINANCIAL STATEMENTS:

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo is provided in Annexure I, which forms an integral part of this Board's Report.

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has developed and implemented a risk management framework to identify, evaluate and mitigate risks that may affect its business operations. In the opinion of the Board, there are no risks that may threaten the existence of the Company.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to Section 135 of Companies Act, 2013 ("Act'), the Company is required to undertake CSR expenditure every year amounting 2% of the "average net profits" of the last three (3) financial years. For the FY 2025-26, the Company has spent an amount of INR 1,94,285/-on CSR activities. The Annual Report on CSR activities containing detailed information on CSR policy, its salient features and CSR projects undertaken during FY 2025-26 and composition of the Committee as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as "Annexure II". CSR policy of the Company has also been hosted on website of the Company and can be accessed at the weblink https://

baikakajipolymers.com/policies.html

15. DETAILS OF FRAUD REPORT BY AUDITOR:

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143 (12) of the Act.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Pursuant to the provisions of Section 134(3) (g) of the Companies Act, 2013, the particulars of loans given, investments made, guarantees given, and securities provided under Section 186 of the Companies Act, 2013 during the financial year under review are detailed below:

• Loans Given: During the financial year 202526, the Company granted a loan of INR 9,76,39,000/- to Mundada Polymers Private Limited in compliance with the provisions of Section 186 of the Companies Act, 2013.

• Guarantees Given / Securities Provided: The Company has provided a Corporate Guarantee in favour of YES Bank Limited during the financial year 2025-26 in connection with the credit facilities availed by Mundada Polymers Private Limited (a wholly owned subsidiary), amounting to INR 14,11,33,200.

• Investments Made: During the year under review, the Company invested in the equity share capital of its newly incorporated Wholly Owned Subsidiary, Mundada Polymers Private Limited (a wholly owned subsidiary), by subscribing to 100,000 Equity Shares of Face Value of INR 10 each, aggregating to INR 10,00,000.

The details of the loans, investments and corporate guarantees provided by the Company during the financial year are disclosed in the Notes forming part of the Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The details of Related Party Transactions entered into during the financial year, as required under the applicable Accounting Standards, form part of the Notes to the Financial Statements. All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis.

The Policy on Related Party Transactions, as approved by the Board of Directors, is

available on the Company's website at https:// baikakajipolymers.com/policies.html.

18. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications in the Statutory Auditor's report and the auditors have issued an unmodified opinion on financial statements for the year ended March 31, 2026.

The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure III. The Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer.

19. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013. The Policy, inter alia, lays down the criteria for appointment and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company, including the criteria for determining qualifications, positive

attributes and independence of Directors, along with other matters as prescribed under the Act.

The Policy is available on the Company's website at https://baikakajipolymers.com/ policies.html.

20. CAPITAL STRUCTURE

A. Changes in the Authorised Share Capital of the Company:

During the period under review, there is no change in the authorized share capital of the Company.

B. Changes in the paid-up share capital of the Company:

During the period under review, the Company issued and allotted 1,35,00,000 Bonus Equity Shares, as approved by the members at the Extraordinary General Meeting held on May 20, 2025, and allotted by the Board of Directors at the meeting dated May 23, 2025.

Further, pursuant to its Initial Public Offer (IPO), the Company allotted 56,54,400 Equity Shares at the meeting of the Board of Directors held on December 29, 2025.

Following are the details of authorized, issued, subscribed and paid-up share capital as on March 31st, 2026:

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Act for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairperson of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company's website at https://baikakajipolymers.com/policies.html.

During the year under review, no protected disclosures were received by the company and there are no outstanding complaints to be disposed by the Company.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(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 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 the Companies Act, 2013, 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; and

(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.t

There is no material change in the nature of the business of the subsidiary. The salient features of the Financial Statement of the Subsidiaries in Form AOC-1 have been annexed as 'Annexure IV' to this Director's Report. The Company does not have any Joint Ventures and Associate Companies.

28. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND ITS DIRECTORS:

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors. The evaluation was carried out based on the criteria formulated by the Nomination and Remuneration Committee and approved by the Board, covering various aspects relating to the composition of the Board, the effectiveness of the Board and its Committees, the participation and contribution of individual Directors, governance practices and the overall functioning of the Board.

The outcome of the evaluation was reviewed by the Board. Based on the evaluation, the Board expressed its satisfaction with the overall effectiveness of its functioning, the functioning of its committees and the contribution made by the individual Directors.

29. WEB LINK OF ANNUAL RETURN, IF ANY.

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be placed on the website of the Company at www.baikakajipolymers.com under the 'Annual Return' section after filing the same with the Registrar of Companies within the prescribed time.

30. DEPOSITS:

MUNDADA POLYMERS PRIVATE LIMITED, as part of its strategic growth and expansion initiatives.

As on 31st March, 2026, the Company has One Wholly Owned Subsidiary Company the details of which are provided below:

The Company has neither accepted nor renewed any deposits within the meaning of Chapter V of the Companies Act, 2013 during the year under review.

31. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors, namely, Mr. Nilesh Gokuldas Chandak and Mr. Balu Govindlal Bhansali, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013. The declarations required under Section 149(7) of the Act have been duly received by the Company. Based on the declarations received, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Companies Act, 2013 and possess the requisite integrity, expertise and experience to discharge their duties as Independent Directors.

During the Financial year under review all the Independent Directors of the company have complied with the code of Conduct for Independent Directors prescribed under Schedule IV of the Act.

32. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In accordance with Schedule IV and the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors was held on December 17, 2025 to review, among other matters, the performance of the non-Independent Directors, the Board as a whole, the Chairman's performance, and the flow of communication between the Board and the management.

33. STATUTORY AUDITORS:

M/s. RATAN CHANDAK & CO. LLP bearing (FRN: 108696W/W101028), has been appointed as Statutory Auditor of the Company for the term of 5 years at the Twelfth Annual General Meeting held on 30th September, 2025 to hold

office till the conclusion of the Seventeenth AGM of the Company to be held in the year 2030.

34. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors of the Company had appointed M/s. DSV & Associates, Practicing Company Secretaries, Pune as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2025-26 at its Board meeting held on, 27th January, 2026.

35. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and Rule 13 of Companies (Accounts) Rule 2014, the Board of Directors of the Company had appointed Mr. Aman Laxman Pawar Employee of the Company, as the Internal Auditor of the Company at its meeting held on 13th June, 2025 to conduct an Internal Audit of the Company for the financial year 2025-26.

The Internal Auditor has not reported any qualification, reservations, adverse remarks or disclaimers.

36. COST RECORDS/AUDIT

The provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013 are not applicable to the Company.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. The Company has laid down standards, processes and structures which enable implementation of internal financial control across the organization and ensure that the same are adequate and operating effectively.

38. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure V" to this

Report.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is excluded from being sent along with the Annual Report in terms of the proviso to Section 136(1) of the Companies Act, 2013. The said statement is available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of the said statement may send a request by email to the Company Secretary of the Company at cs@baikakaji.com.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Your Company has not obtained any one-time settlement of loan from the Banks or Financial Institutions during the year.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the financial year under review, no application was made, and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). Accordingly, there was no proceeding pending as at the end of the financial year.

42. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and Redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013 and the Rules made thereunder.

43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

44. DECLARATION ON CODE OF CONDUCT:

It is hereby confirmed and declared that all Board Members and Senior Management Personnel have individually affirmed their compliance with the Code of Conduct adopted by the Company for the financial year ended March 31, 2026. This affirmation is detailed in Annexure-VI to this report.

45. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2)(e) read with Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is enclosed as a part of this report.

during the financial year under review are as follows:

46. COMPLIANCE WITH SEBI REGULATIONS:

During the year under review, the Company allotted 56,54,400 listed Equity Shares. The Equity Shares of the Company are listed on BSE Limited. The Company has complied with all the applicable provisions of the Securities and Exchange Board of India (SEBI) Regulations and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

47. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

48. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Company's activities during the year under review.