DIRECTORS' REPORT

Your Board of Directors is pleased to present Seventh Annual Report of your Company together with Audited Financial
Statements for the Financial Year ended on March 31, 2026.

FINANCIAL RESULTS

(' in Lakhs)

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of
your Company increased to ' 2,09,181.33 Lakhs compared to
' 2,00,386.98 Lakhs showing strength of improved product
mix. The Profit Before Finance cost & Depreciation for the
year under review increased to ' 32,227.85 Lakhs compared
to ' 22,391.00 Lakhs of previous year. Your Company has
earned profit after tax of ' 12,526.34 Lakhs compared to
' 6,642.06 Lakhs of previous year.

SEGMENT PERFORMANCE
Crop Protection

During the year under review, Crop Protection constitutes
~78% of the overall company's revenue. The revenue
from segment of the Company increased to ' 1,63,124.35
Lakhs compared to ' 1,45,061.85 Lakhs showing strength
of improved product mix. The Profit Before Finance cost
& Depreciation for the year under review increased to
' 31,263.02 Lakhs compared to ' 20,391.44 Lakhs of previous
year.

Pigments:

During the year under review, Pigments constitutes ~22% of
the overall company's revenue. The revenue from segment
of the Company stood at ' 46,056.98 Lakhs compared

to ' 55,325.12 Lakhs. The Profit Before Finance cost &
Depreciation for the year under review stood at ' 3,524.92
Lakhs compared to ' 3,625.14 Lakhs of previous year.

SCHEME OF AMALGAMATION

The Board of Directors of the Company, at its meeting held
on April 4, 2026, approved the Scheme of Amalgamation
(“Scheme") between Kilburn Chemicals Limited (“Transferor
Company 1"), Meghmani Crop Nutrition Limited (“Transferor
Company 2") with Meghmani Organics Limited (“Transferee
Company"), and their respective shareholders and creditors,
under Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013, subject to receipt of requisite
approvals from shareholders, secured creditors, unsecured
creditors and the Hon'ble National Company Law Tribunal,
Ahmedabad Bench (“Hon'ble NCLT").

The proposed Scheme is intended to simplify the group
structure, achieve operational and financial synergies,
optimize utilization of resources, reduce administrative
and compliance costs and enhance overall business
efficiency. Since the transferor companies are wholly owned
subsidiaries of the Company, no shares shall be issued
pursuant to the Scheme. Upon the Scheme becoming
effective, the transferor companies shall stand dissolved
without undergoing the process of winding up.

Pursuant to the orders dated April 20, 2026, as amended
by the order dated April 30, 2026, passed by the Hon'ble
National Company Law Tribunal, Ahmedabad Bench
(“Hon'ble NCLT"), the NCLT-convened meetings of the
equity shareholders, secured creditors and unsecured
creditors of the Company were held on June 6, 2026
through VC/OAVM. The voting results and Scrutinizer's
Reports were submitted to the Stock Exchanges on
June 9, 2026. The Scheme remains subject to sanction
of the Hon'ble NCLT, Ahmedabad Bench and such other
approvals as may be applicable.

INVESTMENT IN RENEWABLE ENERGY

In line with the Company's commitment towards sustainable
and green energy initiatives, your Company has executed
an agreement for investment of ' 363 Lakhs in a 3.30 MW
Wind-Solar Hybrid Power Project in Gujarat. The project is
expected to become operational and commence generation
of renewable energy during the financial year 2026-27, which
is anticipated to contribute towards energy efficiency and
long-term cost optimisation. Consequently, Pro-zeal Green
Power Fifteen Private Limited become the associate of the
Company by way of 26% investment in the equity shares in
accordance with the provisions of the Companies Act, 2013
and applicable accounting standards.

ADVANCING INTEGRATED MANAGEMENT
SYSTEMS FOR SAFETY AND SUSTAINABILITY
EHS, Sustainability and Responsible Governance

Environment, Health and Safety at your Company has evolved
well beyond regulatory compliance. It now occupies a
central position in business strategy, operational excellence,
and long-term value creation. During the year under review,
your Company continued to deepen its commitment
towards workplace safety, process safety, environmental
stewardship, sustainability governance, and responsible
manufacturing practices across all nine manufacturing sites
and associated facilities.

Strengthening Process Safety and Occupational Safety
Systems

Significant initiatives were undertaken to further enhance
the robustness and effectiveness of the Process Safety
Management framework. These included strengthening
Hazard Identification and Risk Assessment (HIRA), Area risk
assessment, (ARA), Hazard and Operability Studies (HAZOP),
Pre-Startup Safety Reviews (PSSR), and emergency
preparedness and response systems, supported by
structured process risk mitigation measures. Sustained
focus on engineering controls, operational discipline,
competency-based safety training, and a culture of safety
ownership and accountability has continued to deliver
measurable improvements in safety performance across all
levels of the organisation.

Sustainability at the Core of Business Excellence

Built on the foundation of Responsible Care principles,
aligned ESG frameworks, and Integrated Management
Systems, your Company continues to embed sustainability
as a core element of business strategy and operational
decision-making.

During the year, your Company achieved a milestone by
securing the EcoVadis Silver Medal with the score of 79 out
of 100. This recognition reflects the Company's structured,
measurable, and continually improving approach across
all four EcoVadis pillars: Environment, Labour and Human
Rights, Ethics, and Sustainable Procurement.

Governance and Management System Strengthening

Further reinforcing its governance architecture, your
Company successfully implemented and maintained
internationally recognised management system standards
during the year:

ISO 37001 Anti-Bribery Management System, reinforcing the
Company's commitment to ethical governance, integrity,
transparency, and zero tolerance towards bribery and
corruption across all business operations and value chain
interactions.

ISO 27001 Information Security Management System,
enhancing cybersecurity resilience, safeguarding
information assets, and strengthening digital governance
practices in alignment with global data security expectations.

ISO 20400 aligned Sustainable Procurement framework,
embedding responsible sourcing practices, supplier ESG
engagement, and sustainable supply chain governance
across procurement operations.

Renewable Energy and Climate Responsibility

Your Company continued to strengthen its focus on
renewable and cleaner energy integration as a core element
of its long-term climate strategy and sustainability roadmap.
During the year, energy conservation projects, process
optimisation initiatives, and efficient utility management
measures were implemented across manufacturing
operations. Progress was made in integrating renewable
energy sources into the Company's energy mix, reducing
reliance on conventional energy, lowering the overall
environmental footprints. Your Company remains committed
to progressively enhancing the share of renewable energy
and adopting sustainable energy practices in alignment
with global climate expectations and long-term business
resilience requirements.

Commitment to Responsible and Forward-Looking
Operations

Your Company remains committed to continual
improvement across environmental stewardship, climate
responsibility, resource efficiency, process safety, ethical

business conduct, and responsible chemical management.
Through sustained improvements, meaningful stakeholder
engagement, and responsible operational practices, your
Company continues to reinforce its position as a trusted,
responsible, and forward-looking organisation dedicated
to delivering safer, environmentally conscious, and quality
products while creating lasting value for all stakeholders.

PERFORMANCE OF SUBSIDIARY
MEGHMANI CROP NUTRITION LIMITED (MCNL)

During the year under review, MCNL achieved revenue
from operations of ' 3,618.25 Lakhs against previous year of
' 4,049.69 Lakhs and EBITDA loss of ' 322.75 Lakhs against
' 1,752.37 Lakhs.

Nano urea is revolutionary Liquid Fertilizer and is effective
in enhancing the nutritional quality, crop's productivity and
additionally, it is environmentally safe. Your Company's
foray into Nano Urea aligns with the Prime Minister's vision
of Atmanirbhar Bharat and increasing farmers' income.
Additionally, your Company is actively developing new
international markets along with ongoing field trials across
seven countries where the registration is already received.
Parallelly, your Company is also expanding its product
portfolio and has recently added new nano fertilizer products
- Nano DAP, Nano NPK, and Nano Zinc. With these additions
to your Company's portfolio, it will further strengthen your
Company's market position and will reinforce your Company's
commitment of delivering efficient and sustainable crop
nutrition solutions to farmers.

KILBURN CHEMICALS LIMITED (KCL)

During the year under review, KCL achieved revenue from
operations of ' 7,078.64 Lakhs against previous year of
' 3,396.31 and incurred EBITDA loss of ' 5,100.40 Lakhs
against previous year loss of ' 5,696.90 Lakhs. Profitability
remained under pressure due to elevated raw material costs
and weaker price realisation. Price realisation was further
impacted following the withdrawal of antidumping duty
(ADD). This has adversely affected operating margins and, in
certain cases, rendered production commercially unviable
for domestic manufacturers. Following these factors your
Company's operations have been temporarily suspended
since November 2025. Operations of your Company is
expected to be resumed upon the re-imposition of ADD
on Titanium Dioxide imports, which would help restore a
level playing field for domestic manufacturers. Additionally,
the availability of sulphuric acid at competitive and stable
prices is critical to ensuring cost efficiency in the production
process. The combined impact of these factors is essential
to make operations commercially viable and sustainable in
the prevailing market conditions.

Overseas subsidiaries

a. Meghmani Organics USA INC. (USA)

The company is primarily engaged in Marketing and
distribution of chemical and agrochemical product
lines.

b. Meghmani Organics Biodefensivos E Agricolas Do
Brazil Ltda.

The subsidiary will focus on commercialization, import,
export, storage, and distribution of chemical products
and agricultural pesticides.

Associate Company:

The Company has one Associate, namely Pro-Zeal Green
Power Fifteen Private Limited, which has been incorporated
with the objective of establishing a 3.30 MW wind-solar
hybrid power project in Gujarat.

DIVIDEND

The Board of Directors has not recommended any dividend
on the Equity Shares for the financial year 2025-26, in order
to conserve profits for reinvestment in the business and to
strengthen the financial position of the Company.

(A) Dividend Distribution Policy

Your Company has formulated and adopted a Dividend
Distribution Policy, which sets out the parameters
and circumstances to be considered by the Board
while determining the distribution of dividend to
shareholders or retention of profits, in accordance
with Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
said policy is available on the Company's website at
https://meghmani.com/wp-content/uploads/2022/08/
Dividend-Distribution-Policy-MOL01.pdf.

(B) Transfer to Investor Education and Protection
Fund (IEPF) Authority

During the year under review, unclaimed dividend
amounting to '5.31 lakhs pertaining to FY 2017-18
was transferred to the Investor Education and
Protection Fund Authority (IEPF) established by the
Central Government on September 22, 2025. Further,
36,400 Equity Shares of the Company, in respect of
which dividend had remained unclaimed for seven
consecutive years, were also transferred to the IEPF
on October 6, 2025, in accordance with the applicable
provisions.

AMOUNT TO BE TRANSFERRED TO RESERVES:

The Board of Directors after taking into account the
Company's financial position, liquidity requirements and
future business plans, proposed not to transfer any profits to
the Reserves of the Company

SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of the
Company stood at '3,700 lakhs, comprising 37,00,00,000
Equity Shares of '1 each. The Paid-up Equity Share Capital
stood at '2,543.14 lakhs, comprising 25,43,14,211 Equity
Shares of '1 each.

During the year under review, the Company has not issued
any shares with differential voting rights as to dividend, voting
or otherwise. The Company has also not issued any sweat

equity shares or equity shares under any employee benefit
scheme. Further, the Company has not issued any convertible
securities during the year. No disclosure is required under
Section 67(3)(c) of the Companies Act, 2013 relating to voting
rights not exercised directly by employees, as the provisions
of the said section are not applicable to the Company.

FINANCIAL LIQUIDITY

Cash and cash equivalents as at March 31, 2026 stood at
'1,282.22 lakhs, as compared to '1,866.46 lakhs in the previous
year. The Company's working capital management is
supported by a well-organized process involving continuous
monitoring and control over receivables, inventories and
other key parameters.

CREDIT RATING

CRISIL has assigned a Long-Term Rating of CRISIL A/Negative
(outlook revised from 'Stable'; rating reaffirmed) and a Short¬
Term Rating of CRISIL A1 (reaffirmed) to the Company's
total bank loan facilities aggregating to f 1,094 Crore, vide
its letter bearing reference no. RL/MEGORGN/368402/
BLR/0426/146060 dated April 28, 2026.

ANNUAL RETURN

Annual Return for FY2024-25 filed during the year is available
on the Company's website at www.meghmani.com as
required by section 92 of the Act.

BOARD MEETINGS

During the year under review, four meetings of the Board
of Directors were held on May 10, 2025, July 30, 2025,
November 8, 2025 and January 31, 2026. The composition
of the Board and details of attendance of the Directors at
these meetings are provided in the Report on Corporate
Governance, which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

In compliance with the applicable listing requirements, the
Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details relating to the composition, terms of reference
and attendance of the members of the above Committees
are provided in the Report on Corporate Governance, which
forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013 are disclosed
in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT)

All Related Party Transactions entered into during the financial
year 2025-26 were on an arm's length basis and in the
ordinary course of business and were reviewed and approved
by the Audit Committee. Necessary approvals of the Audit
Committee were obtained for transactions that are repetitive
in nature and foreseen, in accordance with the applicable
provisions. A statement containing details of all Related
Party Transactions undertaken pursuant to such omnibus
approvals is placed before the Audit Committee on a quarterly
basis for its review.During the year, no material Related Party
Transactions were entered into by the Company with related
parties requiring disclosure in Form AOC-2.

of the Company and its subsidiaries, which form part of this
Annual Report.

Further, pursuant to the provisions of said section and the
Rules made thereunder, a statement containing the salient
features of the financial statements of the subsidiaries in
Form AOC-1 is appended to this Report as Annexure - B.
The Policy on Material Subsidiaries, as approved by the
Board, is available on the website of the Company under the
Investor section.

DIRECTORS/KEY MANAGERIAL PERSONNEL
(KMP)

The Board of Directors of the Company comprises of ten
directors with combination of five independent, three
executive and two non-executive directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Ankit Patel and Mr. Kaushal Soparkar, Directors of
the Company, retire by rotation at the ensuing Annual
General Meeting and, being eligible, have offered
themselves for re-appointment. The requisite details
of the Directors seeking re-appointment, as required
under Regulation 36 of the SEBI (LODR) Regulations,
2015 and Secretarial Standard-2 on General Meetings,
are provided in the Notice convening the Annual
General Meeting.

(B) KEY MANAGERIAL PERSONNEL

Subsequent to the close of the financial year, Mr.
Jayesh Patel ceased to be the Company Secretary
and Compliance Officer of the Company with effect
from the close of business hours on 23^rd May, 2026.
Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
appointed Mr. Naresh Prajapati as the Company
Secretary and Compliance Officer of the Company with
effect from 29^th July, 2026.

Pursuant to Section 2(51) of the Companies Act, 2013,
read with the Rules framed there under, the following
persons have been designated as Key Managerial
Personnel of the Company:

1. Mr. Ankit Patel - Chairman & Managing Director

2. Mr. Gurjant Singh Chahal - Chief Financial Officer
(CFO)

3. Mr. Jayesh Patel - Company Secretary
(upto May 23, 2026)

4. Mr. Naresh Prajapati- Company Secretary
(w.e.f. July 29, 2026)

(C) INDEPENDENT DIRECTOR

During the year under review, the shareholders of
the Company, by way of a special resolution passed
through postal ballot on April 17, 2026, approved the
re-appointment of Mr. Manubhai Patel, Prof. (Dr.)
Ganapati Yadav and Ms. Urvashi Shah as Independent
Directors for a second term of three consecutive years
commencing from May 5, 2026. As on March 31, 2026,
the Board of the Company comprises the following Five
Independent Directors:

1) Mr. Manubhai Patel

2) Prof. (Dr.) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha

5) Mr. Nikunt Raval

INDEPENDENT DIRECTORS' DECLARTION OF
INDEPENDENCE

The Independent Directors of the Company are
appointed by the Board and hold office for a fixed term
of up to five consecutive years and are not liable to retire
by rotation. Pursuant to the provisions of Section 149(7)
of the Companies Act, 2013, all Independent Directors
have submitted their declarations confirming that they
meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Board is of the opinion that the Independent
Directors of the Company are persons of integrity
and possess the relevant expertise and experience
(including proficiency) required to fulfil their duties as
Independent Directors of the Company.

DEPOSITS

During the year under review, the Company has not accepted
any deposits from the public within the meaning of Section
73 of the Companies Act, 2013 read with the Rules made
thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has unspent CSR
amount of ' 237 Lakhs which was transferred to Unspent
CSR account FY2026 on April 29, 2026 in accordance with
provisions of Section 135(6) of Companies Act, 2013, which
will be utilized on defined ongoing CSR projects and in terms
of CSR policies of the Company. A detailed Annual Report
on CSR activities for the Financial Year ended March 31,
2026 prepared in accordance with Companies (Corporate
Social Responsibility Policy) Rules, 2014 is appended as
'Annexure - C' to this report.

BOARD EVALUATION

The Company has in place a Policy for evaluation of the
performance of the Board, its Committees and individual
Directors in accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Accordingly, the annual
performance evaluation of the Board, its Committees and
individual Directors has been carried out.

A brief on the performance evaluation of the Board, its
committees and individual Directors is provided in the
Corporate Governance Report, which forms part of this
Report.

REMUNERATION POLICY

The Company has in place a Policy for selection and
appointment of Directors and Senior Management Personnel
and for determining their remuneration, in compliance
with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A brief on the Remuneration Policy is
provided in the Corporate Governance Report, which forms
part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy to deal
with instances of unethical behaviour, actual or suspected
fraud, or violation of the Company's Code of Conduct. The
mechanism encourages employees and other stakeholders
to report genuine concerns or grievances and provides
for strict confidentiality, adequate safeguards against
victimization of whistleblowers availing such mechanism,
and direct access to the Chairman of the Audit and Risk
Management Committee in appropriate cases.

The Vigil Mechanism/Whistle Blower Policy is available on the
website of the Company at: https://meghmani.com/wp-content/
uploads/2022/01/Whisle-Blower-Policy-MQL02.pdf.pdf

RISK MANAGEMENT

The Company has constituted a Risk Management
Committee, the details of which are set out in the Corporate
Governance Report. The Company has also framed a Risk
Management Policy to ensure that risks associated with its
business operations are appropriately identified, assessed
and mitigated. Details of key risks faced by the Company
are provided in the Management Discussion and Analysis
Report.

The Risk Management function operates independently of
the Company's operational divisions. The Risk Management
Committee is responsible for identifying, evaluating and
monitoring risks, and for minimising their potential impact.
The Committee also reviews the adequacy of the Company's
risk management framework and ensures compliance with
applicable regulatory requirements.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest
standards of Corporate Governance. In accordance
with the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Report on
Corporate Governance forms part of this Annual Report as
Annexure D.

A certificate from Shahs & Associates, Practicing Company
Secretaries, Ahmedabad, confirming compliance with the
conditions of Corporate Governance, is also annexed to this
Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion & Analysis, as required in
terms of Regulation 34(2)(e) SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has prepared the Business Responsibility and
Sustainability Report in alignment with the business principles
set out in the Business Responsibility Policy adopted by the
Company. The said Report is available athttps://meghmani.
com/wp-content/uploads/2026/08/BRSR-2025-26.pdf.

INSURANCE

The Company's property, plant and equipment and
inventories are adequately insured under an Industrial All
Risk Policy. In addition, the Company has obtained insurance
coverage for Product Liability, Public Liability, Marine risks and
Commercial General Liability (CGL), along with a Directors'
and Officers' Liability Policy (D&O Policy) to safeguard its
Directors and Officers against potential liabilities.

AGROCHEMICAL REGISTRATION

The Company has 893 registration of export (including Co¬
partner Registrations worldwide) and Central Insecticides
Board (CIB), Faridabad.

RESEARCH & DEVELOPMENT

The Company's Research and Development (R&D)
Centre, located at Village Chharodi, Taluka Sanand, District
Ahmedabad, is a state-of-the-art facility spread over
approximately 5,000 sq. ft., equipped with advanced
analytical instruments and supported by a team of around
35 qualified researchers and scientists. The R&D Centre
is engaged in the development of off-patent molecules,
improvement of process parameters, optimization of cycle
time, and scaling up of new technologies from laboratory to
commercial production levels.

The Centre is accredited with the OECD-GLP certification
granted by the National GLP Compliance Monitoring
Authority (NGCMA), Department of Science and Technology,
Government of India, since October 2017. The current GLP
Certification No. GLP/C-217/2023 is valid from October 18,
2023 to October 17, 2026. Good Laboratory Practice (GLP)
is a quality system that ensures uniformity, consistency,
reliability, reproducibility, quality and integrity of test data.
The R&D Centre has contributed to the development of new
products and processes for agrochemical active ingredients
and intermediates. It has also enabled the generation,
isolation and characterization of process-related impurities
using in-house GLP-compliant facilities, including analytical
techniques such as IR, Mass and UV spectroscopy, and
standardization for further GLP studies.

Further, the R&D efforts have supported increased
registrations with regulatory authorities such as CIB and in
overseas markets, thereby providing long-term benefits to
the Company.

The Company has been granted five process patents by the
Indian Patent Authority.

ENVIRONMENT

As a responsible corporate citizen and a chemicals
manufacturer, environmental safety remains a key priority
for the Company. The Company continuously endeavors
to ensure compliance with all stipulated pollution control
norms.

INDUSTRIAL RELATIONS

The Company maintained cordial and harmonious industrial
relations with its workmen and staff during the year, and the
management received full cooperation from employees.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration as required
under Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are set out in
Annexure E to this Report.

A statement containing the names of the top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act
read with Rules 5(2) and 5(3) of the aforesaid Rules forms
part of this Report as a separate annexure. However, the
Annual Report is being circulated to the Members excluding
the said annexure. In terms of Section 136 of the Act, the
annexure is available for inspection at the Registered Office
of the Company during business hours, and any Member
interested in obtaining a copy of the same may write to the
Company Secretary.

During the year under review, pursuant to the provisions
of Section 197(14) of the Companies Act, 2013, Mr. Karana
Patel and Mr. Darshan Patel, Executive Directors of the
Company, received remuneration from the subsidiaries of
the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained, your Directors
make the following statements in terms of Section 134(5) of
the Companies Act, 2013:

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

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 as at March 31, 2026 and of the profit of the
Company for the year ended on that date;

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 are adequate and operating
effectively.

AUDITORS:-

(A) INTERNAL AUDITOR:-

M/s. C N K Khandwala & Associates, Chartered
Accountants, have been re-appointed as Internal
Auditors for FY 2026-27.

The Internal Auditors report functionally to the Audit
Committee, which ensures independence and
objectivity. The scope of Internal Audit is defined by
the Audit Committee, and significant observations
along with corrective actions are placed before it on a
periodic basis.

(B) STATUTORY AUDITORS: -

During the year under review, the Board of Directors,
at its meeting held on May 10, 2025, appointed
M/s. Mukesh M. Shah & Co., Chartered Accountants
(Firm Registration No. 106625W), Ahmedabad, as
the Statutory Auditors of the Company for a term of
five consecutive years, subject to the approval of the
shareholders. The shareholders approved the said
appointment at the 6^th Annual General Meeting held on
June 28, 2025, consequent to the completion of the
tenure of M/s. SRBC & Co LLP, Chartered Accountants
(Firm Registration No. 324982E/E300003),
Ahmedabad. Accordingly, M/s. Mukesh M. Shah & Co.,
Chartered Accountants, hold office as the Statutory
Auditors of the Company from the conclusion of the 6^th
Annual General Meeting until the conclusion of the 11^th
Annual General Meeting of the Company.

During the year, the Auditors had not reported any
matter under Section 143(12) of the Act and therefore,
no detail is required to be disclosed under Section
134(3) (ca) of the Act.

The Statutory Auditor's comment on your Company's
account for the year ended March 31, 2026 are self¬
explanatory in nature and do not require any explanation.
The Auditors Report does not contain any qualification
or adverse remarks.

(C) SECRETARIAL AUDITOR: -

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 in accordance with
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
as amended from time to time, the Company has
appointed M/s. Shahs & Associates, Practicing
Company Secretaries, to undertake the Secretarial
Audit of the Company, for the Financial Year 2025-26.
The appointment of M/s. Shahs & Associates as
Secretarial Auditors for a term of five consecutive
years commencing from FY 2025-26 was approved
by the shareholders at the 6^th Annual General Meeting
of the Company held on June 28, 2025, in line with the
requirements of Regulation 24A of the SEBI (LODR)
Regulations, 2015 (as amended), which, inter alia,
mandates appointment/re-appointment of Secretarial
Auditors for a fixed tenure with the approval of
shareholders.

The Secretarial Audit Report is annexed to this Report
as Annexure - F. The Report does not contain any
qualification, reservation or adverse remark and is self¬
explanatory, and therefore does not call for any further
comments.

Secretarial Audit of Material Unlisted Indian
Subsidiary

Kilburn Chemicals Limited (KCL), a material subsidiary
of the Company carried out Secretarial Audit for the
Financial Year 2025-26 pursuant to Section 204 of the
Act and Regulation 24A of the SEBI Listing Regulations,
2015. The Secretarial Audit Report of KCL submitted
by M/s. Shahs & Associates, Practicing Company
Secretary, is attached as Annexure F1 to this Report,
and it does not contain any qualification, reservation or
adverse remark or disclaimer.

(D) COST-AUDITOR: -

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended, the
Company is required to maintain cost records in respect
of its agrochemical products, which are subject to audit
by a qualified Cost Accountant.

Accordingly, M/s. Kiran J. Mehta & Co., Cost
Accountants (Firm Registration No. 00025), were
appointed as Cost Auditors by the Board of Directors,
on the recommendation of the Audit Committee, for
conducting the audit of cost records of the Company
for the Financial Year ended March 31, 2026. The
remuneration payable to the Cost Auditors for the said
year was ratified by the members at the 6^th Annual
General Meeting held on June 28, 2025.

The Cost Audit Report for the Financial Year 2024-25
has been filed with the Central Government within the
prescribed time in accordance with Section 148(6)
of the Companies Act, 2013 read with Rule 6(6) of the
Companies (Cost Records and Audit) Rules, 2014.

Further, based on the recommendation of the Audit
Committee, the Board of Directors has re-appointed
M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost
Auditors of the Company for the Financial Year 2026-27.

A resolution seeking ratification of the remuneration
payable to the Cost Auditors for the Financial Year
2026-27 forms part of the Notice convening the
ensuing Annual General Meeting.

OTHER DISCSLOSURE AND INFORMATION: -
(A) Annual Listing Fee

The equity shares of the Company are listed on the
National Stock Exchange of India Limited and BSE
Limited. The Company has paid the annual listing fees
to both the stock exchanges for the Financial Year
2026-27.

(B) Material Subsidiary Policy

The Company has adopted a policy for determining
material subsidiary, in line with the requirements of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is available on the
website of the Company at https://meghmani.com/wp-
content/uploads/2021/10/Material-Subsidiary-Policy-
MOL01.pdf

(C) Prevention of Sexual Harassment at workplace

In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with the
Rules made thereunder, the Company has constituted
Internal Complaints Committees (ICC) to address and
redress complaints relating to sexual harassment at the
workplace.

No complaints were pending at the beginning of the
year.

Further, the Company did not receive any complaints
of sexual harassment during the year and, accordingly,
there were no complaints pending as at the end of the
financial year.

(D) Material Changes and Commitments affecting the
Financial Position of the Company

Save and except as disclosed above, no other material
changes and commitments affecting the financial
position of the Company have occurred between the
end of the financial year and the date of this Report.

(E) Significant or Material Orders passed by the
Authority

During the year under review, no significant or material
orders were passed by any regulatory authorities,
courts or tribunals impacting the going concern status
of the Company and its future operations.

(F) Secretarial Standards Compliance

During the year under review, the Company has
complied with all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India
and approved by the Central Government pursuant to
Section 118 of the Companies Act, 2013.

(G) Maternity Benefit Act, 1961

The Company is in compliance of the applicable
provisions of the Maternity Benefit Act, 1961

(H) Change in the Nature of Business

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

(I) Reporting of Frauds

There was no instance of fraud during the year under
review, which required the Auditors to report to the
Audit Committee and / or Board under Section 143(12)
of the Companies Act, 2013 and the rules made there
under.

(J) Declaration/Affirmations:

During the year under review

a. there are no applications made or any proceedings
pending under the Insolvency and Bankruptcy
Code, 2016.

b. the Company has not made any one-time
settlement with any Bank or Financial Institution
as such disclosure or reporting requirements
in respect of 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
is not required.

ACKNOWLEDGMENT

The Board of Directors places on record its sincere
appreciation for the assistance, cooperation and continued
support received from various Central and State Government
Departments, authorities, organizations and agencies.

The Directors also gratefully acknowledge the continued
trust and support extended by all stakeholders of the
Company, including customers, shareholders, dealers,
vendors, bankers and other business associates, during the
year under review.

The Board further places on record its deep appreciation
for the dedication, commitment and valuable contributions
made by the employees at all levels towards the growth and
success of the Company.

For and on behalf of the Board
Ankit Patel

Date: July 29, 2026 Chairman & Managing Director

Place: Ahmedabad DIN - 02180007