DIRECTORS' REPORT

Your Directors have pleasure in presenting the Fifty Second Annual Report of your Company together with the Audited
Financial Statements for the financial year ended March 31 2026.

The financial year under review represents a significant milestone in your Company's journey of growth and value creation.
During the financial year under review, your Company successfully completed its Initial Public Offering ("IPO”) and listed
its Equity Shares on BSE Limited ("BSE”) and the National Stock Exchange of India Limited ("NSE”), thereby commencing
a new chapter as a listed entity. The successful listing has significantly enhanced the Company's visibility and reflects the
confidence reposed by investors, customers, financial institutions and other stakeholders in your Company's strong business
fundamentals, robust governance practices and long-term growth strategy.

Since its inception, your Company has consistently pursued excellence in the industrial gases sector by focusing on operational
efficiency, technological advancement, customer-centricity and sustainable business practices. During the year under review,
your Company continued to strengthen its market presence across its core businesses while simultaneously exploring new
opportunities across diversified industrial segments.

The transition into a listed Company has further strengthened your Company's governance framework. The Board remains
committed to the highest standards of transparency, accountability, ethical business conduct and sustainable value creation
for all its stakeholders.

FINANCIAL HIGHLIGHTS

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

The detailed Financial Statements together with the Notes forming part thereof are presented from page 150 to 233 in this
Annual Report.

PERFORMANCE REVIEW

During the financial year under review, your Company continued to consolidate its position as one of India's leading industrial
gases manufacturers and distributors. Leveraging decades of operational expertise, an expanding manufacturing footprint,
a well-established distribution network and strong customer relationships, the Company maintained its focus on delivering
high-quality products and services across diverse industrial sectors.

The Company's operations continued to be driven by its
commitment towards operational excellence, process
optimization, technology absorption and customer
satisfaction. Continuous investments in production
capabilities, distribution infrastructure, safety systems and
operational efficiencies enabled the Company to further
strengthen its competitive position despite operating in a
dynamic economic environment.

The Company continued to cater to customers across
multiple sectors. The diversified customer base continued
to provide resilience to the Company's business model.

Your Directors are pleased to report that your Company
maintained a prudent financial management approach
throughout the year with continued emphasis on cost
optimization, efficient utilization of resources, disciplined
working capital management and strengthening of
internal controls.

REVIEW OF OPERATIONS

Your Company's Revenue from Operations has increased
to ' 3,415.82 Mn (i.e. by 9.3%) during the financial year
ended March 31 2026, as compared to ' 3,124.83 Mn in the
previous financial year. The Net Profit before Tax (PBT) has
also increased from ' 1,078.25 Mn in the previous financial
year to ' 1,352.94 Mn (i.e. by 25.5%) during the financial
year under review. This profitability surge was primarily
driven by improved operational efficiencies leading to
higher EBITDA, lower finance costs, and increased other
income. Furthermore, the strategic and timely deployment
of proceeds from our Initial Public Offering effectively
strengthened liquidity and significantly contributed to the
annual growth in PBT.

Your Company continued to invest in modern manufacturing
practices, automation and process improvements with an
objective of improving productivity while maintaining the
highest standards of quality and operational safety.

Your Directors are pleased to report that the Company's
long-standing customer relationships, diversified business
portfolio and disciplined operational practices continued
to support sustainable business growth during the year.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no
change in the nature of business being carried out by your
Company.

INITIAL PUBLIC OFFERING (IPO) AND LISTING OF
EQUITY SHARES

The FY 2026 represents a defining milestone in your
Company's corporate journey.

During the financial year under review, your Company
successfully completed its IPO and its Equity Shares were
listed on the BSE and NSE with effect from July 01 2025.

The IPO received an encouraging response from investors,
reflecting confidence in your Company's business model,
growth strategy, operational capabilities and management.

The listing of your Company's Equity Shares has significantly
strengthened its capital base and enhanced its corporate
profile while providing access to broader capital markets
for supporting future growth initiatives.

Pursuant to Regulation 41 (2) of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 ("SEBI ICDR
Regulations”) and Monitoring Agency Agreement dated
June 12 2025, Crisil Ratings Limited, Monitoring Agency,
as per Schedule XI of the SEBI ICDR Regulations, has
been issuing Monitoring Agency Reports on a quarterly
basis which have been submitted to the Stock Exchange
as well as published on the Website of your Company at
https://ellenbarrie.com/investors/ . As of March 31 2026
the position of utilisation of issue proceeds have been
reported as under:

Following the listing, your Company has further
strengthened its governance framework through
enhanced Board processes, robust compliance systems,
improved internal controls, strengthened investor relations
mechanisms and implementation of policies in accordance
with the applicable provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations”).

The Board places on record its appreciation for the
overwhelming confidence reposed by shareholders,
investors, merchant bankers, legal advisors, auditors,
regulatory authorities and all intermediaries associated
with the successful completion of the IPO.

Your Directors believe that the listing marks the beginning of
a new phase of sustainable growth, enhanced transparency
and long-term value creation for all stakeholders.

OPERATIONAL PERFORMANCE

Your Company continued to demonstrate operational
resilience during the year by maintaining focus on efficient
production planning, increased capacity utilization, supply
chain optimization, customer satisfaction, disciplined
investment and prudent financial management.

Continuous emphasis on operational excellence, safety
standards, preventive maintenance, digitalization and
efficient utilization of manufacturing assets enabled the
Company to maintain high levels of operational efficiency.

Your Company also continued to strengthen its customer
relationships through timely deliveries, superior product
quality and customized industrial gas solutions.

Your Directors remain confident that your Company's
diversified product portfolio, experienced management
team, robust infrastructure and expanding customer base,
position it well to capitalize on future growth opportunities
across various sectors of the economy.

DIVIDEND

The Board of Directors has carefully considered the
financial performance of your Company, its future business
plans, ongoing capital expenditure programmes, growth
opportunities, working capital requirements and the need
to strengthen your Company's financial position, following
its successful IPO during the year.

In order to conserve resources for funding your Company's
strategic growth initiatives, expansion plans and long¬
term value creation for all stakeholders, the Board has not
recommended any dividend on the Equity Shares of your
Company for the financial year ended March 31 2026.

Your Board believes that retaining the profits within the
business at this stage will enable your Company to pursue
its planned capital investments, strengthen its operational
capabilities, enhance financial flexibility and support
sustainable growth over the long term. Your Directors are
confident that this approach is in the best interests of your
Company and its shareholders and other stakeholders.

TRANSFER TO RESERVES

During the financial year under review, the Board has not
transferred any amount to the General Reserve. The profit
for the financial year forms part of the Retained Earnings
of your Company, thereby strengthening its net worth
and supporting future business expansion and investment
requirements.

Your Company continues to emphasize on preserving
financial strength, supporting long-term growth initiatives
and creating sustainable value for its stakeholders.

SHARE CAPITAL

As of March 31 2026, the Authorized Share Capital of your
Company stood at ' 400 Mn, divided into 200 Mn equity
shares of ' 2/- each.

Consequent upon successful completion of the IPO,
comprising a fresh issue of10 Mn equity shares, aggregating
to ' 4,000 Mn and an offer for sale of 11.31 Mn equity shares
by the Promoters, aggregating to ' 4,525.25 Mn, during
the financial year under review, the subscribed, issued and
paid-up capital of your Company has increased by ' 20 Mn,
comprising of 10 Mn equity shares of ' 2/- each.

The Equity Shares of your Company are listed and admitted
to trading on the BSE and NSE with effect from July 01 2025.

As on March 31 2026, the issued, subscribed and paid-up
Equity Share Capital of your Company stood at ' 281.87
Mn, comprising 14,09,35,600 Equity Shares of ' 2/- each
fully paid-up.

DETAILS OF MATERIAL CHANGES FROM THE END
OF THE FINANCIAL YEAR

Except as otherwise disclosed in this report, there have
been no material changes or commitments that would
affect the financial position of your Company between the
end of the financial year and the date of this report.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on March 31 2026, your Company is neither a subsidiary
of any company nor does it have any subsidiary, associate
or joint venture.

Therefore, the disclosure pursuant to Section 129 (3) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, containing the salient features of
the financial statements of your Company's subsidiaries,
associates and joint ventures in the prescribed Form AOC-
1 is not applicable to your Company during the financial
year under review.

DEPOSITS

During the financial year under review, your Company did
not accept any deposits from the public within the meaning
of Sections 73 to 76 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, no amount of principal or interest was
outstanding as on March 31 2026.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013 are disclosed in the Notes forming
part of the Financial Statements (Please refer Notes 7,8, 9
and 16 to the Financial Statements).

The Board confirms that all such transactions were
undertaken in compliance with the applicable provisions
of the Companies Act, 2013.

Your Company continues to adopt a prudent investment
strategy with a focus on preserving capital, maintaining
liquidity and ensuring optimal returns within the framework
approved by the Board.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company
during the financial year were on an arm's length basis and
in the ordinary course of business and were in compliance
with the applicable provisions of the Companies Act, 2013
and the SEBI LODR Regulations.

Your Company's Policy on Materiality of Related Party
Transactions and dealing with Related Party Transactions
is available on the website of your Company athttps://
ellenbarrie.com/wp-content/uploads/2025/08/POLICY-
ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS-
AND-ON-DEALING-WITH-RELATED-PARTY-TRANSACTIONS.
pdf

All Related Party Transactions were placed before the Audit
Committee for its prior approval. There were no materially
significant Related Party Transactions entered into by your
Company during the financial year under review.

Accordingly, the disclosure in Form AOC-2 pursuant
to Section 134 (3) (h) of the Companies Act, 2013 is not
applicable to your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company firmly believes that an effective and diverse
Board, supported by a robust governance framework, is
fundamental to sustainable value creation and long-term
success. The Board comprises of professionals possessing
rich experience and expertise across diverse fields
including industrial manufacturing, finance, law, corporate
governance, strategic management and business
administration. The collective knowledge and experience
of the Directors continue to provide strategic direction to
your Company while ensuring the highest standards of
governance, transparency and accountability.

During the financial year under review, the composition of
the Board remained in compliance with the provisions of
the Companies Act, 2013, the SEBI LODR Regulations and
other applicable laws. The Brief profile of all the members
of the Board is available on the website of your Company at
https://ellenbarrie.com/board-of-directors/

The Board continues to provide strategic guidance to the
management in achieving your Company's long-term
objectives while ensuring effective oversight over financial
reporting, risk management, internal controls, regulatory
compliance, sustainability initiatives and stakeholder
engagement.

The Board is also of the opinion that the Independent
Directors fulfil all the conditions specified in the
Companies Act, 2013 and the SEBI LODR Regulations and
are independent of the management.

During the year under review, Mr. Varun Agarwal (DIN:
01526576), Joint Managing Director, who retired by
rotation at the 51st Annual General Meeting (AGM) held on
September 24 2025, has been re-appointed.

As on March 31 2026, the following are the key managerial
and senior management personnel of your Company:

1. Mr. Padam Kumar Agarwala - Chairman and Managing
Director

2. Mr. Varun Agarwal - Joint Managing Director

3. Mr. K. Srinivas Prasad - Chief Financial Officer

4. Mr. Aditya Keshri - Company Secretary & Compliance
Officer

5. Mr. Sanjay Basak - Vice President - Project and
Engineering

6. Mr. Subir Sen - General Manager - Human Resources

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association of your
Company, Mr. Padam Kumar Agarwala (DIN: 00187727),
Chairman and Managing Director, retires by rotation at
the ensuing AGM and, being eligible, offers himself for re¬
appointment. The Board recommends his re-appointment.

Brief profile of Mr. Padam Kumar Agarwala, seeking
re-appointment is provided in the Notice convening the
ensuing AGM.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the
Independent Directors, confirming that they continue to
satisfy the criteria of independence as prescribed under
Section 149 (6) of the Companies Act, 2013 and Regulation
16 (1) (b) of the SEBI LODR Regulations.

The Independent Directors have further confirmed that
they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Companies
Act, 2013 and have registered their names in the
Independent Directors' Databank maintained by the Indian
Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors
possess the requisite integrity, expertise, proficiency and
experience required to effectively discharge their duties as
Independent Directors of your Company.

The Board is satisfied that the Independent Directors
are persons of high professional standing who continue
to contribute significantly towards strengthening the
governance framework and strategic oversight of your
Company.

BOARD MEETINGS

The Board meets at regular intervals to review your
Company's strategic direction, operational performance,
financial results, business plans, capital allocation, risk
management framework, corporate governance matters
and regulatory compliances.

During the financial year ended March 31 2026, the Board
met Seven (7) times. The intervening gap between two
consecutive meetings was not more than 120 days as
prescribed under the Companies Act, 2013 and the SEBI
LODR Regulations.

The agenda papers together with detailed explanatory
notes are circulated sufficiently in advance to enable the
Directors to actively participate in the deliberations. The
Board encourages open discussions and constructive
debates ensuring that every significant matter receives
due consideration before appropriate decisions are taken.

The details of Board Meetings held and attendance of each
Director there at are disclosed in the Corporate Governance
Report forming part of this Annual Report.

COMMITTEES OF THE BOARD

The Board has constituted various statutory and non¬
statutory Committees to assist it in the efficient discharge
of its responsibilities and to ensure focused governance
over specialized areas.

The Committees function within clearly defined terms of
reference approved by the Board and regularly report to
the Board on their deliberations and recommendations.

The statutory Committees presently comprise:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• Corporate Social Responsibility Committee; and

• Risk Management Committee

The non-statutory Committees comprises:

• Initial Public Offering (IPO) Committee (dissolved with
effect from August 05 2025)

• Committee of Independent Directors

Each Committee functions in accordance with the
applicable provisions of the Companies Act, 2013, the
SEBI LODR Regulations, 2015 and the respective Charters
approved by the Board. Details of the members of each
Committee of the Board are available on the website of
your Company athttps://ellenbarrie.com/wp-content/
uploads/2025/06/Committee-Details.pdf

The details relating to composition, terms of reference,
number of meetings held and attendance of the members
of these Committees are provided in the Corporate
Governance Report forming part of this Annual Report.
All recommendations made by these Committees during
the financial year were accepted by the Board of your
Company.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013
and the SEBI LODR Regulations, the Nomination &
Remuneration Committee has adopted the methodology
for performance evaluation of the Board, its Committees
and Individual Directors and accordingly, the Board has
carried out an annual evaluation of its own performance,
the performance of its Committees and the Individual
Directors.

The Independent Directors separately evaluated the
performance of the Chairman, Non-Independent Directors
and the Board as a whole at their separate meeting held
on March 24 2026, in accordance with Schedule IV to the
Companies Act, 2013 and SEBI LODR Regulations.

The evaluation process was conducted through a
structured framework covering various aspects including
composition of the Board, strategic oversight, effectiveness
of meetings, quality of deliberations, governance practices,
monitoring of business performance, succession planning,
risk oversight, regulatory compliance and contribution
made by individual Directors.

Based on the evaluation, the Board is of the view
that it continues to function effectively and that the
Committees of the Board adequately discharge their
respective responsibilities. The evaluation process also
provides valuable inputs for continuously strengthening
the governance framework of your Company. The
Policy on Performance evaluation is disclosed on your
Company's website athttps://ellenbarrie.com/wp-
content/uploads/2025/08/POLICY-FOR-EVALUATION-OF-
PERFORMANCE-OF-THE-BOARD-OF-DIRECTORS-OF-THE-
COMPANY.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Your Company has in place a structured Familiarization
Programme for Independent Directors with a view to
familiarizing them with your Company's business model,
industry dynamics, manufacturing facilities, operational
processes, regulatory framework, risk profile and
governance practices.

The details of the Familiarization Programme for the FY 2026
is available on your Company's website athttps://ellenbarrie.
com/wp-content/uploads/2026/07/Familiarisation-
Programme-for-Independent-Directors 2025-26.pdf

The Policy on Familiarization Programme for Independent
Directors is disclosed on your Company's website at
https://ellenbarrie.com/wp-content/uploads/2025/08/
FAMILARIZATION-PROGRAM-FOR-INDEPENDENT-
DIRECTORS.pdf

NOMINATION AND REMUNERATION POLICY

Your Company has adopted a Nomination and
Remuneration Policy in accordance with the provisions of
Section 178 of the Companies Act, 2013 and the applicable
provisions of the SEBI LODR Regulations.

The Policy lays down the criteria for appointment,
remuneration, evaluation, succession planning and
diversity of Directors, Key Managerial Personnel and Senior
Management Personnel.

The objective of the Policy is to ensure that the Board and
the senior leadership comprise individuals possessing
appropriate qualifications, integrity, competence,
experience and leadership capabilities necessary
for achieving your Company's long-term strategic
objectives.

The salient features of the Policy are disclosed in the
Corporate Governance Report and the Policy is also available
on the website of your Company athttps://ellenbarrie.
com/wp-content/uploads/2025/08/NOMINATION-AND-
REMUNERATION-POLICY.pdf

Your Company pays sitting fees for attending Board
and Committee meetings to all the Non-Executive
Independent Directors of your Company. The Executive
Directors are being paid remuneration as per and within
the limits as prescribed under the Companies Act, 2013
and as approved by the shareholders of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the
SEBI LODR Regulations, a Management Discussion and
Analysis Report, covering, inter alia, the industry structure
and developments, opportunities and threats, outlook,
business performance, operational performance, risks and
concerns, internal control systems, financial performance,
human resources, and key financial ratios, forms an integral
part of this Annual Report and is annexed as Annexure I.

CORPORATE GOVERNANCE

Your Company firmly believes that good corporate
governance is an integral part of sustainable business
growth and long-term value creation.

Following its successful listing, your Company has further
strengthened its governance framework by adopting
globally accepted governance practices aimed at
enhancing transparency, accountability, fairness and
ethical business conduct.

The governance framework of your Company is
founded upon the principles of integrity, responsibility,
independence, compliance and stakeholder engagement.
The Board remains committed to maintaining the
highest standards of corporate governance and ensuring
compliance with all applicable statutory and regulatory
requirements.

A separate Corporate Governance Report, together with
the certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the SEBI
LODR Regulations, forms an integral part of this Report and
is annexed as Annexure II.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your Company remains committed to conducting its
business in a responsible, ethical and sustainable manner
while creating long-term value for its stakeholders.

Pursuant to Regulation 34 (2) (f) of the SEBI LODR
Regulations, 2015, the Business Responsibility and
Sustainability Report (BRSR), describing your Company's
performance on environmental, social and governance
parameters, forms part of this Annual Report and is
annexed as Annexure III.

Your Company continues to strengthen its sustainability
initiatives through responsible manufacturing practices,
efficient utilization of resources, energy conservation
measures, employee welfare programmes, community
development initiatives and adoption of sound governance
practices.

The Board believes that sustainability is an integral
component of your Company's long-term growth strategy
and remains committed to embedding ESG principles
across its business operations.

RISK MANAGEMENT AND RISK MANAGEMENT
POLICY

Risk management remains an integral component of your
Company's governance framework and strategic decision¬
making process.

Your Company has established a comprehensive risk
management framework to identify, assess, evaluate,
monitor and mitigate risks that may affect the achievement
of its strategic and operational objectives.

The Board, through the risk management committee
and the senior management, periodically reviews your
Company's risk profile and the effectiveness of mitigation
measures.

The principal risks identified by your Company include
business and market risks arising from changes in
industry dynamics, competition and customer demand;
economic and macroeconomic risks resulting from
fluctuations in economic conditions, inflation, interest
rates and geopolitical developments; fluctuations in
input costs and energy prices; supply chain disruptions
affecting the procurement of raw materials and timely
delivery of products; customer concentration risks;
technological disruptions impacting business operations
and competitiveness; information technology and cyber
security risks, including cyber-attacks, data breaches
and system failures; regulatory and compliance risks
arising from changes in applicable laws and regulations;
environmental, health and safety risks associated with
your Company's operations; climate-related risks, including
the impact of changing climatic conditions and evolving
environmental regulations; human capital risks relating to
talent acquisition, retention and employee development;
and financial and liquidity risks affecting your Company's
financial stability and cash flow management.

During the financial year under review, your Company
continued to strengthen its structured risk management
process by enhancing the enterprise-wide risk identification
mechanism, improving risk monitoring systems and
integrating risk considerations into key business decisions.

Your Company has also taken initiatives towards developing
a more structured enterprise risk register for periodic review

by the management and the risk management committee,
thereby facilitating timely identification of emerging risks
and implementation of appropriate mitigation measures.

Your Company has formulated and implemented a
Risk Management Policy in consultation with Senior
Management to identify various risks in business and its
process to minimize the same. At present, your Company
has not identified any element of risk which may threaten
the existence of your Company. The Risk Management
Policy is disclosed on your Company's website athttps://
ellenbarrie.com/wp-content/uploads/2025/08/RISK-
MANAGEMENT-POLICY.pdf

The Board is satisfied that there exists an adequate risk
management framework commensurate with the size,
scale and complexity of your Company's operations.

INTERNAL FINANCIAL CONTROLS

The key internal financial controls have been documented,
automated wherever possible and embedded in the
respective business processes.

Assurance to the Board on the effectiveness of internal
financial controls is obtained through Three Lines of
Defence which include:

a) Management reviews and self-assessment.

b) Continuous monitoring of controls by functional
experts; and

c) I ndependent design and operational testing by the
Internal Auditors.

Your Company believes that these systems provide
reasonable assurance that your Company's internal
financial controls are adequate considering the size,
scale and complexity of its operations and are operating
effectively as intended. During the financial year, no
reportable material weakness in the design or operation
was observed.

Your Company continues to strengthen its control
environment through well-defined policies and procedures,
delegation of authority framework, standard operating
procedures, ERP-enabled monitoring systems, periodic
internal audits and management reviews. Comprehensive

internal financial controls have been implemented to
enhance the accuracy and reliability of financial reporting
and to strengthen the integrity of financial statement
preparation.

The Internal Auditors conduct regular audits, based on
risk-based audit plans, approved by the Audit Committee.
The significant observations together with management
responses are periodically reviewed by the Audit
Committee, which monitors implementation of corrective
actions.

The Statutory Auditors have also reviewed the Internal
Financial Controls over Financial Reporting while
conducting their audit in accordance with the Standards
on Auditing.

Based on the evaluation carried out during the year, the
Board is of the opinion that your Company's Internal
Financial Controls are adequate and operating effectively.

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 (SEBI PIT Regulations), your
Company has in place a comprehensive Code of Conduct
to regulate, monitor and report trading by Designated
Persons and their Immediate Relatives.

Your Company has also adopted a Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information in accordance with the applicable
SEBI PIT Regulations.

Your Company has implemented appropriate systems
and internal controls for identification, handling and
dissemination of Unpublished Price Sensitive Information
(UPSI) and for monitoring compliance with the applicable
SEBI PIT regulations. Pursuant to Regulation 3(5) of the
SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Company maintains a Structured Digital Database (SDD)
through an internally managed SDD software to record
all instances of sharing and receipt of UPSI. The system is
maintained with appropriate time-stamping, audit trails and
non-tamperable features to ensure regulatory compliance
and traceability of UPSI sharing. Further, National Securities
Depository Limited (NSDL) has been appointed as the
Company's Designated Depository for Ellenbarrie Industrial

Gases Limited, facilitating the automated monitoring
and reporting framework prescribed under the SEBI PIT
Regulations.

The Board is satisfied that adequate procedures exist
to ensure compliance with the applicable provisions of
the SEBI PIT Regulations. A Policy on Company's Code of
Conduct for regulating, monitoring and reporting oftrading
by insiders is available on the website of your Company at
https://ellenbarrie.com/wp-content/uploads/2025/08/
POLICY-ON-INSIDER-TRADING.pdf and a Policy on Code
of Conduct for Prevention of Insider Trading at https://
ellenbarrie.com/wp-content/uploads/2025/08/CODE-OF-
CONDUCT-FOR-PREVENTION-ON-INSIDER-TRADING.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that sustainable business growth
goes hand in hand with inclusive social development and
remains committed to making a meaningful contribution
towards the welfare of society through its Corporate Social
Responsibility ("CSR”) initiatives. Guided by its CSR Policy
and in compliance with the provisions of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, your Company
undertakes CSR activities in identified focus areas through
eligible implementing agencies, with an emphasis on
creating long-term and sustainable social impact. The CSR
Committee of the Board monitors the implementation
and effectiveness of these initiatives to ensure that your
Company's CSR objectives are achieved.

During the financial year under review, your Company
undertook various CSR initiatives through eligible
implementing agencies across the areas of healthcare,
education, provision of safe drinking water and animal
welfare. Your Company contributed to Behala Balananda
Brahmachari Hospital & Research Centre for the installation
of a Medical Gas Pipeline System to strengthen healthcare
infrastructure and improve patient care under the CSR
activity of promoting healthcare including preventive
healthcare. Financial assistance was also extended to Kalyan
Singh Super Speciality Cancer Institute for installation of an
RO Water Purifier to facilitate access to safe drinking water.
In furtherance of its commitment towards animal welfare,
your Company supported the initiatives of Shree Janaki

Mahal Trust. Your Company also contributed to Samadhan
Sikhsha Daan Ki Nai Pathsala towards the construction of
a school building for promoting education. Additionally,
support was extended to Kolkata Swasthya Sankalp for
providing free dialysis treatment to kidney patients and to
Chowrenghee Rotary Trust for facilitating heart surgeries
and the provision of artificial limbs, both under the CSR
activity of promoting healthcare including preventive
healthcare. These initiatives reflect your Company's
continued commitment towards improving the quality
of life of communities and creating a positive and lasting
social impact.

Your Company has spent '13.82 Mn on CSR activities
during the financial year ended on March 31 2026.

The Annual Report on CSR activities, containing the
disclosures prescribed under the Companies Act, 2013
and the applicable Rules, forms part of this Report as
Annexure IV.

The Board places on record its appreciation for the efforts
made by the CSR Committee and the implementing
agencies in carrying out various CSR initiatives during the
year.

STATUTORY AUDITORS

M/s. MSKA & Associates LLP, Chartered Accountants, were
appointed at the 50th AGM of your Company held on
September 30 2024 as the Statutory Auditors for a period
of 5 (five) consecutive years from the conclusion of 50th
AGM till the conclusion of AGM to be held in the FY 2029,
covering FY 2025 to FY 2029. The Auditors have confirmed
that they comply with all the requirements and criteria
and are not disqualified to continue to act as the Statutory
Auditors of your Company.

The Audit Report issued by the Statutory Auditors does
not contain any qualification, reservation, adverse remark
or disclaimer requiring explanation by the Board under
Section 134 (3) (f) of the Companies Act, 2013.

During the financial year under review, no fraud was
reported by the Statutory Auditors under Section 143 (12)
of the Companies Act, 2013.

The Notes to the Financial Statements referred to in the
Auditor's Report are self-explanatory and do not call for any
further comments.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24 A of the SEBI LODR Regulations, your
Company, at its 51st AGM held on September 24 2025, has
appointed M/s. Shikha G & Associates, Company Secretaries,
as the Secretarial Auditor to conduct the Secretarial Audit of
your Company for a period of 5 consecutive years covering
FY 2026 to FY 2030.

The Secretarial Audit Report for the financial year under
review is annexed to this Report as Annexure V.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer
requiring explanation by the Board.

COST AUDITOR AND COST AUDIT

Your Company maintains the cost records as specified
by the Central Government under Section 148 (1) of the
Companies Act, 2013 in respect of its applicable products
and activities.

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules,
2014, the Board of Directors, on the recommendation of
the Audit Committee, has appointed M/s. Datta Ghosh
Bhattacharya & Associates, Cost Accountants, as the Cost
Auditors of your Company for conducting the Cost Audit
for the financial year ending March 31 2027, subject to
ratification of their remuneration by the Members.

The Cost Audit Report for the financial year ended on
March 31 2025 was filed with the Central Government
on September 20 2025 and the Cost Audit Report for the
financial year under review shall be filed with the Central
Government within the prescribed timelines

INTERNAL AUDITOR AND INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies
Act, 2013, your Company has an adequate Internal
Audit framework commensurate with the size and
complexity of its operations. The Board of Directors, on the
recommendation of the Audit Committee, has appointed
M/s. A.R. Maiti & Co., Chartered Accountant, as the Internal
Auditors of your Company.

The Internal Audit Reports, together with management
responses and action taken reports, are periodically placed
before the Audit Committee for its review and guidance.

SECRETARIAL STANDARDS

Your Company has complied with 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 and approved
by the Central Government under Section 118 (10) of the
Companies Act 2013.

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a)
of the Companies Act, 2013, the Annual Return of your
Company as on March 31 2025 is available on the website
of your Company athttps://ellenbarrie.com/wp-content/
uploads/2026/02/Annual-Return-2025.pdf

The Annual Return of your Company for the financial
year ended March 31 2026 would be updated on your
Company's website within the stipulated timelines.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to ratio of remuneration of each
Director to the median remuneration of all the employees
of your Company, % increase in remuneration of each
Director and other details as required under Section
197 (12) of the Companies Act, 2013 read with Rule 5
(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, are
annexed to this Report as Annexure VI.

In terms of the provisions of Section 197 (12) of the
Companies Act, 2013 read with Rule 5 (2) and 5 (3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, a
statement containing the names and other prescribed
particulars of top 10 employees in terms of remuneration
drawn and that of every employee, who if employed
throughout the financial year ended March 31 2026 was
in receipt of remuneration aggregating to not less than
' 10.20 Mn; and if employed for part of the said year, was
in receipt of remuneration not less than ' 0.85 Mn per
month forms part of this Report. However, having regard
to the provisions to the proviso of Section 136 (1) of the
Companies Act, 2013, the Annual Report is being sent to

all the Members excluding this information. The aforesaid
statement is available for inspection by Members at the
Registered Office of your Company during business hours
on all working days up to the date of the ensuing Annual
General Meeting. Any Members interested in obtaining a
copy of the said information may write to the Company
Secretary and Compliance Officer at the registered office of
your Company and the same will be furnished on request.
None of the employees are covered under Rule 5 (3) (viii)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND 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 are set out in Annexure VII, which forms an integral
part of this Report.

Your Company continues to undertake various initiatives
aimed at improving energy efficiency, optimizing resource
utilization, enhancing manufacturing processes and
adopting advanced technologies for improving operational
performance and sustainability.

SIGNIFICANT AND MATERIAL ORDERS

During the financial year under review, no significant or
material orders were passed by any regulator, court, tribunal
or statutory authority impacting the going concern status
of your Company or its future operations.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

As required under the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 read with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Rule, 2013 (POSH Act), an Internal Committee
(IC) with requisite number of representatives has been set
up to redress complaints of sexual harassment, if any.

During the reporting period, the details of number of
complaints received by your Company under the POSH
Act are as follows:

No. of complaints received during the year: Nil
No. of complaints disposed of during the year: Nil
No. of cases pending for more than 90 days: Nil

There was no pending complaint as on March 31 2025
as well on March 31 2026. The POSH Policy is disclosed
on your Company's website athttps://ellenbarrie.com/
wp-content/uploads/2025/08/PREVENTION-OF-SEXUAL-
HARASHMENT-POLICY.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013,
your Directors hereby confirm that:

a) in the preparation of the annual accounts for the
financial year ended March 31 2026, the applicable
accounting standards have been followed together
with proper explanation relating to material
departures, if any;

b) they 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 your
Company as at March 31 2026 and of the profit of your
Company for the financial year ended on that date;

c) t hey 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 your Company
and for preventing and detecting fraud and other
irregularities;

d) they have prepared the annual accounts on a going
concern basis;

e) they have laid down adequate internal financial
controls to be followed by your Company and such
internal financial controls are adequate and operating
effectively; and

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

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT / UNCLAIMED SUSPENSE ESCROW
ACCOUNT

During the financial year under review, your Company
opened a Demat Suspense Account for the allotment of
shares during its IPO and Demat Unclaimed Suspense
Escrow Account for the purpose of Bonus Shares
entitlement of its shareholders who held shares in physical
form. After the successful allotment under IPO, the Demat
Suspense Account was closed by your Company. Although
the Demat Unclaimed Suspense Escrow Account continues
to hold 24,006 bonus shares, in aggregate, belonging to 9
shareholders holding shares in physical form.

INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any such amount lying unpaid
or unclaimed for a period of seven years, which is required
to be transferred to Investor Education and Protection
Fund (IEPF) during the financial year under review.

PRESENTATION OF FINANCIAL STATEMENTS

The Financial Statements of your Company for the
financial year ended March 31 2026 have been prepared
in accordance with Indian Accounting Standards (Ind-AS)
as notified under section 133 of the Companies Act, 2013,
read together with the Companies (Indian Accounting
Standards) Rules, 2015 (as amended).

COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

Your Company is committed to fostering a safe, inclusive,
and supportive work environment for all employees. In line
with this commitment, your Company has complied with
the provisions of the Maternity Benefit Act, 1961, including
the amendments thereto. Your Company also ensures
that no discrimination occurs in recruitment, promotion,
or continuity of service on account of maternity. Further,
awareness regarding these benefits is promoted internally
to ensure that employees are well informed of their rights
and entitlements under the law.

GENERAL

Your directors further state that:

1. No application was made by or against your
Company during the financial year under review or no
proceeding was pending against your Company as on
March 31 2026, under the Insolvency and Bankruptcy
Code, 2016.

2. There was no instance of one-time settlement with
any Bank or Financial Institution during the financial
year under review.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation

for the continued trust and confidence reposed by the

shareholders, customers, business associates, suppliers,
bankers, financial institutions, regulatory authorities,
government agencies and all other stakeholders.

The Board expresses its deep appreciation for the
unwavering commitment, dedication and professionalism
demonstrated by the employees at all levels, whose
collective efforts have significantly contributed to your
Company's continued growth and the successful transition
into a listed entity during the year.

The Directors also acknowledge the valuable guidance and
support received from your Company's advisors, auditors,
consultants and all business partners.

For and on behalf of the Board of DirectorsPadam Kumar Agarwala Varun Agarwal

Place: Kolkata Chairman and Managing Director Joint Managing Director

Date: August 07 2026 DIN: 00187727 DIN: 01526576