DIRECTORS' REPORT

Your Directors have the pleasure in presenting the FORTY FOURTH (44^th) Annual Report of
the Company together with the Audited Financial Statements for the Financial Year ended
March 31,2026.

FINANCIAL HIGHLIGHTS

OPERATIONAL PERFORMANCE

• Earnings before Interest, Depreciation, and Tax &
Amortization (EBITDA) on a standalone basis for F.Y. 2025¬
26 was H 210.17 Crore, which has resulted in an increase
of 16.52 % in comparison with the previous year's EBITDA.

• The Net profit after tax for F.Y.2025-26 was H 143.28 Crore,
as against H116.59 Crore in the previous year, resulting in
22.89 % increase.

• The Company's standalone revenue from operations for
F.Y. 2025-26 was H 1961.81 Crore which is an increase of
10.48% over the previous year's revenue.

• Additionally, the consolidated revenue from operations
of the Company for the year ended March 31, 2026 was
H 3064.26 Crore which has increased by 9.72% on a
Year on Year basis.

• Net Profit of the Company on a consolidated basis was
H 212.50 Crore which has increased by 13.62% as that of
the previous year.

• EPS on standalone basis is H 23.69 as against H 19.27 in the
previous year.

• Furthermore, EPS on consolidated basis increased to H 35.13
from H 30.92

DIVIDEND

The Board of Directors at its meeting held on May 29, 2026,
recommended payment of H 3/- (150%) per equity share of the
face value of H 2/- each as the dividend for the financial year
ended March 31, 2026. Payment of the dividend is subject to
the approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

The dividend payout ratio of the Company for the year under
review is 12.66%. The total outflow towards dividend on Equity
Shares for the year would be H 18.15 Crore

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), the Board of Directors of
the Company has in place a Dividend Distribution Policy which aims
to maintain a balance between profit retention and a fair, sustainable
and consistent distribution of profits among its Members. The said
Policy is available on the website of the Company:

http://panamapetro.com/wp-content/uploads/2021/08/ddp-web.pdf

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the
General Reserve out of the amount available for appropriations.

CREDIT RATING

There has been no change in the credit rating, and the same is
also disclosed in the Corporate Governance report, forming part
of this Annual Report.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2026 was
H 12.10 Crore. During the year under review, the Company has
not issued any shares. The Company has not issued shares with
differential voting rights. It has neither issued employee stock
options nor sweat equity shares and does not have any scheme
to fund its employees to purchase the shares of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company between the end
of the financial year and the date of this report. There has been
no change in the nature of business of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS

As on March 31, 2026 your Company has only one subsidiary,
Panol Industries RMC FZE, UAE which is registered outside India.

The Consolidated Financial Statements of the Company and its
subsidiary are prepared in accordance with the Indian Accounting
Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015 ('Ind AS').

The Consolidated Financial Statements of the Company and its
subsidiary, form part of the Annual Report and are reflected in
the Consolidated Financial Statements of the Company.

The Company has adopted a Policy for determining
Material Subsidiaries in terms of Regulation 16(1)(c) of the
Listing Regulations.

The Policy, as approved by the Board, is uploaded on the
Company's website:

http://panamapetro.com/wp-content/uptoads/2015/12/msp.pdf

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 ('Act') are
given in the notes to the accompanying Financiat Statements.

PERFORMANCE AND FINANCIAL POSITION OF PANOL
INDUSTRIES RMC FZE

Panot Industries RMC FZE, is a wholly owned subsidiary of the
Company. The subsidiary operates a manufacturing facility in Ras
At Khaimah, UAE, dedicated to the manufacturing of petroleum
specialty products. The facility strategically serves the growing
demand across the GCC and MENA regions, strengthening the
Company's international presence and market reach.

There has been no materiat change in the nature of the business
of the subsidiary. There are no associates or joint venture
companies within the meaning of Section 2(6) of the Act.

The plant enjoys a significant logistical advantage owing to its
strategic location on the port. This enables seamless access to
maritime transportation and facititates efficient movement of both
raw materiats and finished products. The facitity is equipped with
dedicated pipelines that directly connect to the port infrastructure,
allowing for the receipt of raw materials and dispatch of finished
products directly to and from bulk vessels. This integrated logistics
setup minimizes handling requirements, reduces transportation
costs, enhances operational efficiency, and ensures timely delivery
to customers. The advantageous location further strengthens the
Company's supply chain capabilities and supports its ability to
efficiently cater to domestic as wett as international markets.

Net sates of Panot Industries RMC FZE have increased from
H 1017.17 Crore in the previous year to H 1102.45 Crore during
FY 2025-26. Net profit during the period has decreased by 1.75%
to H 69.21 Crore, as compared to a net profit of H 70.44 Crore in
the previous year.

During the year under review, Panot Industries RMC FZE,
has transferred H 2.89 Crore in Generat Reserve out of
retained earnings.

During the financiat year under review, no Company has become
or ceased to be a subsidiary of the Company. The Company
does not have any associate or joint venture companies within
the meaning of Section 2(6) of the Act. A statement containing
the satient features of the financiat position of the subsidiary
company is detaited in Form AOC-1, annexed as Annexure A.

RELATED PARTY TRANSACTIONS

Att Retated Party Transactions that were entered into during
the financiat year were on an arm's tength basis, in the ordinary
course of business and were in comptiance with the appticabte
provisions of the Act and the Listing Regutations.

No materiat Retated Party Transactions were entered during
the financiat year by the Company. Accordingty, the disctosure of
Retated Party Transactions, as required under Section 134(3)(h)
of the Act in Form AOC-2 is not appticabte to the Company and
hence not provided.

There are no persons or entities betonging to the promoter/
promoter group, hotding 10% or more sharehotding in the
Company, hence disctosure of transactions entered into with any
such persons/entities is not appticabte to the Company.

Att Retated Party Transactions are ptaced before the Audit
Committee for approvat. Prior omnibus approvat of the Audit
Committee is obtained for the transactions which are ptanned/
repetitive in nature. Retated Party Transactions entered into
pursuant to omnibus approvat so granted are ptaced before the
Audit Committee for its review on a quarterty basis, specifying
the nature, vatue and terms and conditions of the transactions.

Detaits of the transactions with Retated Parties are provided in
the accompanying financiat statements.

The Company has adopted a Related Party Transactions Policy.
The Policy, as approved by the Board, is uploaded on the
Company's website at the web link:

https://panamapetro.com/uploads/documents/1770980469-1.pdf

RISK MANAGEMENT

Risks are uncertain events that materially impact the
achievement of organizational objectives. Being inherent
to all business operations and activities, such risks require
prudent evaluation alongside anticipated returns. Effective risk
management is therefore fundamental to the attainment of the
Company's strategic objectives and for sustained long-term
growth of the business.

With this in mind and in accordance with the provisions of the
Act and Regulation 21 of the Listing Regulations, your Company
has constituted a Risk Management Committee which has been
entrusted with the responsibility to assist the Board in (a) approving
the Company's Risk Management Framework and (b) Overseeing
all the risks that the organization faces such as strategic, financial,
liquidity, security, regulatory, legal, and other risks that have
been identified and assessed to ensure that there is a sound Risk
Management Policy in place to address such concerns/risks. The
Risk Management process covers risk identification, assessment,
analysis and mitigation. The Audit Committee has additional
oversight in the area of financial risks and controls.

The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act and Regulation 21 of
the Listing Regulations.

DIRECTORS & KMP

As on March 31, 2026 the Board of Directors of the Company
comprised of Eight (8) Directors with an optimum balance of
Executive and Non-Executive Directors, Four (4) of whom were
Non-Executive, Independent Directors including One (1) Woman
Independent Director.

During the year under review Mr. Amirali Rayani resigned from
the position of Chairman of the Company with effect from July
31, 2025, consequently, Mr. Arif Rayani was re-designated as the
Chairman of the Company effective August 01, 2025.

Members at the 43^rd Annual General Meeting of the Company
held on September 09, 2025, approved the re-appointment
of Mr. Hussein Rayani as the Joint Managing Director of the
Company for a period of 5 consecutive years with effect from
October 31,2025.

The Company has received necessary disclosures under
Section 164(2) and Section 184(1) of the Act from its Directors.
Additionally, the Independent Directors of the Company have
submitted declarations confirming that they meet with the
criteria of Independence as prescribed both under sub-section
(6) of Section 149 of the Act and Regulation 16( 1)(b) of the
Listing Regulations.

The Board of Directors, based on the declaration(s) received
from the Independent Directors, have verified the veracity of
such disclosures and confirm that the Independent Directors
fulfil the conditions of independence specified in the Listing
Regulations and the Act and are independent of the Management
of the Company.

In the opinion of the Board, all the Independent Directors
are persons possessing attributes of integrity, expertise and
experience (including proficiency) as required under the
applicable laws, rules and regulations.

The Company has issued letters of appointment/ reappointment
to Independent Directors in the manner as provided in the Act.
The terms and conditions of the said appointment are hosted on
website of the Company.

The Board is of the opinion that the Independent Directors of
the Company hold highest standards of integrity and possess
requisite qualifications, experience and expertise in the fields
of science and technology, human resources, strategy, auditing,
corporate governance, etc.

The Independent Directors of the Company have included their
names in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs in terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability
to discharge their duties.

During the year under review, none of the non-executive directors
of the Company had any pecuniary relationship or transactions
with the Company.

DIRECTOR LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Act
and the Company's Articles of Association, Mr. Arif Rayani
(DIN: 00245647), Director retires by rotation and, being eligible
offers himself for re-appointment. The Board recommends his
re-appointment for the consideration of the Members of the
Company at the forthcoming Annual General Meeting.

Brief profile of the director seeking re-appointment has been
given in the Notice convening this Annual General Meeting along
with the relevant resolution recommended for the members for
their approval thereupon.

APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL
PERSONNEL

No Key Managerial Personnel of the Company has resigned or
has been appointed during the Financial Year 2025-26.

BOARD AND COMMITTEE MEETINGS

Your Company's Board of Directors met four times during the
financial year under review. A calendar of Meetings is prepared
and circulated in advance to your Directors.

The Audit Committee of the Company as constituted by the
Board is headed by Mr. Ashok Mukhi with Mr. Samir Rayani and
Mr. Kumar Raju Nandimandalam as Members.

There have not been any instances during the year when
recommendations of the Audit Committee were not
accepted by the Board.

Details of the composition of the Board, its Committees and
the Meetings held and attendance of the Directors at such
Meetings, are provided in the Corporate Governance Report.
The intervening gap between the Meetings was within the period
prescribed under the Act and the Listing Regulations.

PROCEDURE FOR NOMINATION AND APPOINTMENT
OF DIRECTOR:

The Nomination and Remuneration Committee is responsible
for developing competency requirements for the Board based
on the industry and strategy of the Company. Board composition
analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial
condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap
analysis to refresh the Board on a periodic basis, including each
time a Director's appointment or re-appointment is required.
The Committee is also responsible for reviewing and vetting
the resume of potential candidates vis-a-vis the required
competencies and meeting potential candidates, prior to making
recommendations of their nomination to the Board. At the time
of appointment, specific requirements for the position, including
expert knowledge expected, is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR:

The Nomination and Remuneration Committee has formulated
the criteria for determining qualifications, positive attributes and
independence of Directors in terms of the provisions of Section
178(3) of the Act and Regulation 19 read with Part D of Schedule
II of the Listing Regulations.

Independence: In accordance with the above criteria, a Director
will be considered as an 'Independent Director' if he/she meets
with the criteria for 'Independent Director' as laid down in the
Act and Regulation 16(1)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is
in place that encourages diversity of thought, experience,
knowledge, perspective, and gender. It is also ensured that
the Board has an appropriate blend of functional and industry
expertise. While recommending the appointment of a Director,
the Nomination and Remuneration Committee considers
the manner in which the function and domain expertise of

the individual will contribute to the overall skill-domain
mix of the Board.

Positive Attributes: In addition to the duties as prescribed
under the Act, the Directors on the Board of the Company are
also expected to demonstrate high standards of ethical behavior,
strong interpersonal skills and soundness of judgment.
Independent Directors are also expected to abide by the 'Code
for Independent Directors' as outlined in Schedule IV to the Act.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines on Board
Effectiveness. The Governance Guidelines encompass aspects
relating to composition and role of the Board, Chairman and
Directors, Board Diversity, Definition of Independence, Term of
Directors, and Committees of the Board. It also covers aspects
relating to Nomination, Appointment, Induction and Development
of Directors, Director's Remuneration, Subsidiary oversight,
Code of Conduct, Board Effectiveness Review and Mandates of
Board Committees.

BOARD EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations,
the Board has carried out annual evaluation of its own
performance, performance of the Directors as well as the
evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined
the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees
and Directors.

The Board's functioning was evaluated on various aspects,
including inter alia structure of the Board, qualifications,
experience and competency of Directors, diversity in Board
and process of appointment; Meetings of the Board, including
its regularity and frequency, discussion and dissemination
of information; functions of the Board, including strategy
and performance evaluation, corporate culture and values,
governance and compliance, evaluation of risks, grievance
redressal for investors, stakeholder value and responsibility,
conflict of interest, review of Board evaluation and facilitating
Independent Directors to perform their role effectively; evaluation
of management's performance and feedback, independence of
management from the Board, access of Board and management
to each other, succession plan and professional development;
degree of fulfillment of key responsibilities, establishment and
delineation of responsibilities to Committees, effectiveness of
Board processes, functioning and quality of relationship between
the Board and management.

Directors were evaluated on aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/
support to the management outside Board/Committee
Meetings. In addition, the Chairman was also evaluated on key
aspects of his role, including setting of the strategic agenda
of the Board, encouraging active engagement by all Board
members, motivating and providing guidance to the Managing
Director & CEO.

Areas on which the Committees of the Board were assessed
included degree of fulfillment of key responsibilities, adequacy
of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors
was carried out by the entire Board, excluding the Director
being evaluated.

The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the
Board as a whole.

The Nomination and Remuneration Committee also reviewed the
performance of the Board, its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors
on an individual basis, as appropriate. Significant highlights,
learning and action points with respect to the evaluation were
presented to the Board at regular intervals.

The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board
of India on January 5, 2017.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the Listing
Regulations read with Schedule IV of the Act, the Company
has in place a Familiarization Program for its Independent
Directors to acquaint them with the Company, their roles and
responsibilities, the business model, operational aspects
and governance framework of the Company. Through this
program, the Independent Directors are provided with relevant
information and insights to enable them to gain a comprehensive
understanding of the Company's business and to contribute
effectively to the Board and its Committees.

The details of the training and familiarization program are
provided in the Corporate governance report.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the
Directors, Key Managerial Personnel and Senior Management,
pursuant to the provisions of the Act and the Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial
Personnel of the Company is based on the commitment of
fostering a culture of leadership with trust. The Remuneration
Policy of the Company is aligned to this philosophy.

The remuneration policy can be accessed at:http://panamapetro.
com/wp-content/uploads/2015/12/Nomination-and-
Remuneration-poticv.pdf

The Nomination and Remuneration Committee has considered
the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors,

Key Managerial Personnel and Senior Management to
perform in a manner of the quality required to run the
Company successfully;

(ii) Relationship of remuneration to performance is clear and
meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel
and Senior Management involves a balance between
fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the
Company and its goals.

Details of the Remuneration Policy are given in the Corporate
Governance Report.

LISTING OF SHARES

Your Company's shares are listed on the BSE Limited and
National Stock Exchange of India Limited. The Company has paid
the listing fees for the financial year 2025-2026.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements
pursuant to Listing Regulations. A separate report on Corporate
Governance is given as a part of the Annual Report along with
the certificate received from the Practicing Company Secretary,
M/s. Milind Nirkhe & Associates, Company Secretaries,
confirming the compliance.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any
deposits from the public.

INSURANCE

Your Company has taken adequate insurance cover for
all its assets.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls
with reference to financial statements. Your Company has
adopted the policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records and the timely
preparation of reliable financial disclosures.

The Audit Committee has satisfied itself on the adequacy and
effectiveness of the internal financial control systems laid down
by the management. The Statutory Auditors have confirmed
the adequacy of the internal financial control systems over
financial reporting.

CORPORATE SOCIAL RESPONSIBILITY

As an integral part of our commitment to good corporate
citizenship, your Company strongly believes in adopting
steps to improve the quality of life of the people in the
communities around us.

Guided by the belief that society is not merely a stakeholder but
an integral part of its business purpose, the Company remains
committed, across all its operations, to contributing towards
long-term stakeholder value creation.

With the expansion of its activities, the Company has retained
a sustained focus on key areas of corporate sustainability
impacting people, the environment, and society at large.

The Company has adopted a Corporate Social Responsibility
(CSR) Policy in compliance with the provisions of the Act. As part
of its CSR initiatives, the Company has undertaken projects in
the areas of promoting health care and education.

The above projects are in accordance with Schedule VII of the
Act. The Company has spent H 3.79 Cr. towards the CSR projects
during the current Financial Year 2025-26.

The CSR expenditure was primarily directed towards projects in
the areas of healthcare and education, reflecting the Company's
commitment to improving community well-being, enhancing
access to quality healthcare services, and supporting educational
development. Through these initiatives, the Company continues
to contribute towards sustainable social development and
inclusive growth in the communities in which it operates.

A brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are
set out in Annexure B of this report in the format prescribed in
the Companies (Corporate Social Responsibility Policy) Rules,
2014. For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which is a part of
this Annual Report.

POLICY ON PREVENTION, PROHIBITION AND

REDRESSAL OF SEXUAL HARASSMENT AT

WORKPLACE

The Company has zero tolerance for sexual harassment at
workplace and 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 there under.

With the objective of ensuring a safe working environment,
where employees feel secure, the said Policy aims to provide
protection to all its employees at the workplace and redress
complaints of sexual harassment and for matters connected or
incidental thereto. The Company has also constituted an Internal
Complaints Committee, to deal with the complaints of sexual
harassment and recommend appropriate action there upon.

The Company has not received any complaint of sexual
harassment during the financial year 2025-26.

TRANSFER TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act, the amounts of
dividend remaining unpaid or unclaimed for a period of seven
years from the date of its transfer to the unpaid dividend account
of the Company, are required to be transferred to the Investor
Education and Protection Fund (IEPF) set up by the Government
of India. Consequently, no claim shall lie against the Company in
respect of any such amounts.

The amount of unpaid/unclaimed dividend up to the financial
year 2017-2018 has been transferred to IEPF. Members who have
not yet encashed their dividend warrant(s) for the financial year
ended March 31, 2019 and for any subsequent financial years,
are requested to make their claims to the Company without any
delay, to avoid transfer of their dividend/ shares to the Fund/IEPF
Demat Account.

Members are also requested to note that, pursuant to the
provisions of Section 124 of the Act and the IEPF Rules, the
Company is obliged to transfer all shares on which dividend has
not been paid or claimed for seven consecutive years or more to
an IEPF Demat Account.

Members/claimants whose shares, unclaimed dividend, have
been transferred to the IEPF Demat Account or the Fund, as the
case may be, may claim the shares or apply for refund by making
an application to the IEPF Authority in Form IEPF- 5 (available
oniepf.gov.in) along with requisite fee as decided by the IEPF
Authority from time to time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide
a formal mechanism to the Directors, employees and other
stakeholders of the Company, to report their concerns about
unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides
for adequate safeguards against victimization who avail the
mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

No significant and material orders have been passed by the
Regulators or Courts or Tribunals which would impact the going
concern status of the Company and its future operations.

COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961 and the rules made thereunder,
including all applicable obligations relating to maternity benefits
for eligible employees.

PROCEEDINGS UNDER THE INSOLVENCY &
BANKRUPTCY CODE 2016

During the period under review no proceedings are initiated/
pending against the Company under the Insolvency &
Bankruptcy Code, 2016.

CYBER SECURITY

During the financial year under review, no security breaches or
incidents have occurred in the organization. A comprehensive
security risk assessment is carried out at regular intervals and
adequate security measures are effectively implemented to cater
to changing security scenario. The Company has implemented
adequate IT security measures and processes to protect its
projects, personnel, information and assets.

VALUATION FOR ONE TIME SETTLEMENT

During the financial year 2025-26, there have been no instances
of one time settlement with any bank or financial institution.

AUDITORS

• STATUTORY AUDITORS

Pursuant to Sections 139 &142 of the Act, and the Rules made
thereunder, JMR & Associates LLP, Chartered Accountants,
(Registration No. 106912W/W100300) Mumbai, have been
re-appointed as Statutory Auditors of the Company to hold
office for a second term of 5 (Five) consecutive years at
the 43^rd Annual General Meeting (AGM) held in 2025 until
the conclusion of the Annual General Meeting to be held
in the year 2030.

The Notes on the financial statement referred to in the
Auditors' Report are self-explanatory and do not call for
any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remark
or disclaimer.

The Auditors' Report for the financial year ended March 31,
2026 on the financial statements of the Company is a part
of this Annual Report.

• COST AUDITORS

The Company is required to maintain cost records as
specified by the Central Government under sub-section (1)
of Section 148 of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to
time, and accordingly such accounts and records are made
and maintained in the prescribed manner.

Based on the Audit Committee recommendation at its
meeting held on May 29, 2026, GMVP & Associates LLP
(LLPIN:-AAG-7360) has been appointed by the Board as the
Cost Auditors of the Company for conducting an audit of the
cost accounting records of the Company for the financial
year commencing from April 01,2026 to March 31, 2027.

The requisite resolution for ratification of remuneration
payable to the Cost Auditor, by the members of the Company
is set out in the Notice of the ensuing AGM.

A Certificate from GMVP & Associates LLP, has been
received, confirming that they are free from the
disqualifications, as specified in the provisions of Section
141 of the Act and Rules framed thereunder.

Pursuant to the provisions of Section 148 of the Act read
with the Companies (Audit and Auditors) Rules, 2014,
Members are requested to consider the ratification of the
remuneration payable to GMVP & Associates LLP.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A and
other applicable provisions of the Listing Regulations,
read with Section 204 of the Act and Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s. Milind Nirkhe &
Associates, a proprietorship firm (Firm Registration No.
S1992MH790200), was appointed as the Secretarial Auditor
of the Company, at the 43^rd Annual General Meeting of the
Company for a term of five (5) consecutive financial years,
commencing from F.Y. 2025-26 up to F.Y. 2029-30.

Further, the Secretarial Audit Report issued by M/s
Milind Nirkhe & Associates, Company Secretaries for F.Y.
2025-2026 is annexed as Annexure C to this Report. The
Secretarial Audit Report for the financial year ended March
31, 2026 does not contain any qualification, reservation,
adverse remark or disclaimer.

SECRETARIAL STANDARDS OF ICSI

The Company complies with all applicable secretarial standards
issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditor have not reported to the
Audit Committee, any instances of frauds committed in the
Company, by any of its Officers or Employees, under Section
143(12) of the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

The Company is aware of energy consumption and
environmental issues related to it and is consistently
making sincere efforts towards conservation of energy. The
Company is in fact engaged in the continuous process of
further energy conservation through improved operational
and maintenance practices.

The Company has taken adequate actions to conserve
the energy by introducing technically improved blending
system resulting in reduction of process time.

(i) Steps Taken or Impact on Conservation of Energy:

Aligned with the Company's dedication to energy
conservation, all plants continue to focus on
enhancing energy efficiency through innovative
measures, minimizing wastage, and optimizing
consumption. Below are some initiatives undertaken
by the Company in this regard:

1. The Company has enhanced its conventional
mixing technology, leading to significant
energy savings.

2. Automation upgrades in the Company's
processes have resulted in considerable energy
conservation in comparison to previous practices.

3. Installation of solar power systems has
contributed significantly to reducing overall
energy consumption.

4. Various measures have been implemented at
the Company's plants to optimize energy usage.

5. Deployment of energy-efficient motors and solar
installations aims to maximize power utilization
while reducing environmental impact.

(ii) Steps taken by the Company for utilizing alternate
sources of Energy:

In addition to various initiatives around energy
efficiencies, the Company is also focused on
renewable sources of energy. Various steps have been
taken for utilizing alternate sources of energy.

(iii) Capital Investment on Energy Conservation
Equipment:

During the year, the Company has invested in various
energy conservation equipment, which included,
various energy efficient electric motors. The Company
has also installed power efficient material handling
and flowing system which has played a major role in
energy saving. The Company has also improved its
thermo packs to get better fuel efficiency and lower
emission stack.

B. Technology Absorption:

(i) Efforts made towards Technology Absorption:

Technology serves as a pivotal enabler and core
facilitator, representing one of the strategic pillars
of the Company. From the outset, your Company has
remained at the forefront of harnessing technology
to enhance the quality of the products and services
offered to our customers.

Our Ankleshwar Plant hosts a state-of-the-art
R&D Centre, playing a pivotal role in numerous
breakthroughs in product development. This facility
boasts modern testing and analytical equipment and
is staffed by a team of highly qualified technocrats.
Our robust R&D capabilities, has empowered us to

develop new products of superior quality and also
assist in research for import substitution, energy
conservation and control of pollution.

Furthermore, our commitment to R&D extends
towards endeavors such as research for import
substitution, energy conservation, and pollution
control. Our technical center has successfully
engineered a range of innovative products adhering to
international quality standards, designed to minimize
environmental impact.

(ii) Benefits derived like product improvement,
cost reduction, product development or import
substitution:

Technology has played a major role in ensuring
high level of service delivery and has been a true
strategic partner. The Company has derived many
benefits from R&D and technology absorption which
includes product development, product improvement
& effective cost management.

(iii) In case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year):

(a) the details of technology imported: The

Company has not imported any technology
during the last three financial years.

(b) the year of import: Not Applicable

(c) whether the technology has been fully

absorbed: Not Applicable

(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof:

Not Applicable

Expenditure on research & development

The expenditure on R&D activities incurred during the
year is given hereunder:

C. Foreign exchange earnings and outgo:

i. Export Activities: During the year under review
the Company has made Imports/Exports as
given in (ii) below.

ii. Foreign Exchange Earnings and Outgo:

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and the information
required under Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure D, forming part of this Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2026 is available on the
Company's website athttp://panamapetro.com/annuaL-return/

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report
are self- explanatory and do not require any further clarification.

MANAGEMENT DISCUSSION & ANALYSIS REPORT,
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and AnaLysis Report, the
Business ResponsibiLity & SustainabiLity Report and the Report
on Corporate Governance, as required under the Listing
Regulations, form part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) and 134(5) of the
Act, and to the best of their knowLedge and beLief and according
to the information and expLanations obtained by them and
same as mentioned eLsewhere in this Report, the attached
AnnuaL Accounts and the Auditors' Report thereon, your
Directors confirm that:

(i) in the preparation of the annuaL accounts for the FinanciaL
Year ended March 31,2026, the applicable accounting
standards have been foLLowed and that there are no
materiaL departures;

(ii) 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 the Company for the financiaL
year ended March 31,2026 and of the profit of the Company
for that period;

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

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

(v) they have Laid down internaL financiaL controLs to be
foLLowed by the Company and that such internaL financiaL
controLs are adequate and are operating effectiveLy;

(vi) they have devised proper systems to ensure compLiance
with the provisions of aLL appLicabLe Laws and that such
systems are adequate and operating effectiveLy.

ACKNOWLEDGEMENT

We thank our Clients, Investors, Dealers, Suppliers and Bankers
for their continued support during the year. We place on record
our appreciation for the contributions made by employees at all
levels. Our consistent growth was made possible by their hard
work, solidarity, co-operation and support.

By Order of the Board of Directors
For Panama Petrochem Limited

Arif A. Rayani

Date: May 29, 2026 Chairman

PLace: Mumbai DIN:00245647