12.3 Terms and Rights attached to Equity Shares

Each holder of Equity Shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders. There is no restriction on distribution of dividend. However, same is subject to the approval of the shareholders in the Annual General Meeting.

14.1 In respect of Secured Term Loan

i) Nature of Security - The term loans from HDFC Bank Ltd., ICICI Bank & AXIS Bank are secured by way of equitable mortgage of all immovable properties and entire moveable properties, both existing & future of the company.

ii) Terms of repayment -

a) Term loans from HDFC Bank Ltd. are repayable in monthly installments and having fixed interest rate respectively @ 7.60-8.05%.

b) Term loans from AXIS Bank are repayable in monthly installments and having fixed interest rate respectively @ 8.00%.

c) Term loans from ICICI Bank are repayable in monthly installments and having fixed interest rate respectively @ 8.50%.

d) Term loans from Sinhan Bank are repayable in Quarterly installments and having fixed interest rate respectively @ 7.50%.

i) Nature of Security - The bank loan for working capital is secured against hypothecation of company’s entire current assets including raw material, stock in process, finished goods, store & spares, book debts, receivables including goods in transit along with document proof title to goods such as MTRs/RRs/bills of lading etc. The same is also secured by second charge over property, plant & equipment (present & future) of the company.

ii) The bank loan for working capital is guaranteed by personal guarantee of Praveen Ostwal (Managing Director), Mahendra Kumar Ostwal, Pankaj Ostwal and corporate guarantee of Ostwal Phoschem India Limited.

Additional Note

19.1 The Government of India has promulgated an act namely “The Micro, Small & Medium Enterprises Development Act 2006” which comes into force with effect from 02^nd October 2006. As per The Act, the Company is required to identify the Micro & Small Enterprises & Pay them interest on overdue beyond the specified period irrespective of the terms agreed with the enterprises. The Company has initiated the process of identification of such suppliers. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

33. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables and lease liabilities. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include cash and cash equivalents, trade and other receivables, loans etc. that derive directly from its operations.

II. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk

III. Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the processes to ensure that executive management controls risk through the mechanism of property defined framework.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’s Audit Committee oversees compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit

Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

a) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk for trade receivables and other financial assets.

The Company assess the counter party before entering into transactions and wherever necessary supplies are made against advance payment. The Company on continuous basis monitor the credit limit of the counter parties to mitigate or minimise the credit risk.

The carrying amount of following financial assets represents the maximum credit exposure:

Trade and other receivables

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in financial statements. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely diversified markets. Further, the Company’s exposure to credit risk is influenced by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company Management has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes market check, industry feedback, past financials and external ratings, if they are available, and in some cases bank references.

Based on the credit aging of individual customer, the management has recognised provision towards expected credit loss allowance on such receivables as on the reporting date.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the management in accordance with the Company’s policy. Counterparty credit limits are reviewed by the management on an annual basis, and may be updated throughout the year.

None of the Company's financial assets are either impaired or past due, and there were no indications that defaults in payment obligations would occur.

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

In managing liquidity risk, the Company takes into account concentration of liabilities arising from supplier finance arrangements, which represent a single-counterparty exposure to the finance provider. A withdrawal of the arrangement by the finance provider could require the Company to settle payables within shorter original supplier credit terms, thereby impacting short-term liquidity.

The Management monitors rolling forecasts of the Company’s liquidity position on the basis of expected cash flows. The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of surplus funds, bank loans and intercorporate loans.

c) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices which will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market exposures within acceptable parameters, while optimising the return.

Foreign Currency risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchanges rates relates primarily to import of raw materials. When a derivative is entered for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure.

The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows established risk management policies and standard operating procedures.

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company’s strategy, which provides principles on the use of such forward contracts consistent with Company’s Risk Management Policy. The Company does not use forward contracts for speculative purposes.

The following details are demonstrating the Company's sensitivity to a 5% increase and decrease in the INR against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items as tabulated above and adjusts their translation at the period end for a 5% change in foreign currency rates. The sensitivity analysis includes external loans. A positive number below indicates an increase in profit or equity and vice-versa.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's borrowings. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.

Commodity price risk

Commodity price risk for the Company is mainly related to fluctuations of raw materials prices linked to various external factors, which can affect the production cost of the Company. Company actively manages inventory and in many cases sale prices are linked to major raw material prices. To manage this risk, the Company enters into longterm supply agreement for Raw Material, identifying new sources etc. Additionally, processes and policies related to such risks are reviewed and managed by senior management on continuous basis.

IV. Supplier Finance Arrangements -

The Company has entered into supplier finance arrangement(s) (commonly known as reverse factoring / supply chain finance / payables finance) with various financier partners under which the finance provider settles the dues of participating suppliers on or before the original invoice due date, and the Company pays the finance provider on the original invoice due date or on an extended date as mutually agreed.

A. Key terms and conditions of the arrangement are as follows:

• Nature of arrangement: Reserve Factoring / Vendor Financing arrangement

• Counterparty: (i) Various financier partners through M1 Exchange platform of Mynd Solutions Pvt Ltd, and (ii) Electronic Vendor Financing Scheme of State Bank of India.

• Payment terms to the Company: Original invoice credit period is 30/45 days. Under the arrangement, the Company pays the finance provider on an extended date of up to 90 days from invoice date.

• Security / guarantees / recourse: (i) Mynd Solutions Pvt Ltd - Uncollateralised and recourse to the Company, (ii) State Bank of India- Secured by corporate guarantee of Ostwal Phoschem (India) Ltd. and personal guarantees of Directors & relatives.

• Interest / discount charge borne by: Company

34. CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximize shareholder value.

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management’s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The management and the Board of

34. CAPITAL MANAGEMENTM (Contd..)

Directors monitor the return on capital as well as the level of dividends to shareholders. The Company may take appropriate steps in order to maintain, or if necessary, adjust its capital structure.

The Company monitors capital using a gearing ratio, which is calculated by dividing Net Debt from the Equity. The Company includes within Net Debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance) and under Equity, the Equity Share Capital plus other Equity (excluding Preference Share Capital) is considered:

b. Additional Notes:

i) The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position.

ii) The Company periodically reviews all its long-term contracts to assess for any material foreseeable losses. Based on such review wherever applicable, the Company has made adequate provisions for these long-term contracts in the books of account as required under any applicable law/accounting standard.

iii) There has been no delay in transferring amounts, required to be transferred if any, to the Investor Education and Protection Fund by the Company.

D. Major Terms and Conditions of transactions with related parties:

i) Transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions.

ii) The remuneration to Key Managerial Personnel are in line with the HR policies of the company.

iii) The company makes advances to its associate companies to cater their short-term business requirements. Such advances carry interest rates at the prevailing interest rate applicable as per Company's policy.

36. DISCLOSURE OF RELATED PARTY TRANSACTIONS PURSUANT TO IND AS 24 “RELATED PARTY DISCLOSURES” (Contd..)

iv) The dividend paid to the Holding Company, Key Managerial Personnel and other relatives are on account of their investments in the equity shares of the Company and dividend paid on such securities is uniformly applicable to all the holders.

v) Outstanding balances of group companies at the year-end are unsecured.

37. Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.

In May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. April 1,2025. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.

In August 2025, MCA notified the following amendments to:

a) Ind AS 1, Presentation of Financial Statements, applicable w.e.f. April 1, 2025 - The amendment relates to classification of liabilities as current or non-current and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants. The Company has no impact of these amendments in its classification criteria of current and non-current liabilities.

b) Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures, applicable w.e.f. April 1,2025 - The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. Pursuant to this, the Company has applied the amendments relating to disclosure of supplier finance arrangements, for the annual reporting period beginning on or after 1 April 2025.

c) Ind AS 12, International Tax Reform - Pillar Two Model Rules applicable immediately. The Company has no impact of these amendments in its classification criteria of current and non-current liabilities.

b) Defined Benefit Plan & Other Long-Term Benefits:

Gratuity

The Company makes payment to vested employees as per provisions of Payment of Gratuity Act, 1972. The provision of Gratuity Liability as on the Balance Sheet date is done on actuarial valuation basis for qualifying employees, and funded to Employee Gratuity scheme through Krishana Phoschem Limited Employee Group Gratuity trust. The present value of the Defined Benefits obligation and the related current service cost is measured using the Projected Unit Credit Actuarial Method at the end of Balance Sheet date by the Actuary.

Leave Encashment

The Company provides benefit of leave encashment to its employees as per defined rules. The provision for liability for leave encashment as on date of Balance Sheet is recognised on the basis of Actuarial certificate.

Additional Notes:

1. The Weighted average duration of the defined benefit plan obligation at the end of the reporting period is 9.07 Years.

2. The sensitivity analysis above has been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method.

J) Description of Risk Exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is

exposed to various risks as follows -

• Salary Increases: - Actual salary increases will increase the Plan liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

• Investment Risk: - If Plan is funded then assets liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

• Discount Rate: - Reduction in discount rate in subsequent valuations can increase the plan’s liability.

• Mortality & disability: - Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

• Withdrawals: - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan’s liability.

Additional Note:

i) The above information and that given in Note No. 19 ' Trade Payables' regarding Micro and Small Enterprises has been determined on the basis of information available with the Company and has been relied upon by the auditors.

ii) includes amount of H 461.51 lakhs (Previous year H 1303.65 lakhs) outstanding, but not overdue to micro and small enterprises as on 31 March 2026.

42. Additional Regulatory Information:

i. The title deeds of all the immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favor of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in progress, are held in the name of the Company as at the balance sheet date.

ii. The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous year.

iii. No loans are outstanding to the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are repayable on demand or without specifying any terms or period of repayment.

iv. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

v. The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the company with banks are in agreement with the books of accounts.

vi. The Company have not been declared wilful defaulter by any bank or financial institution or other lender.

vii. The Company do not have any transactions with companies struck off.

viii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

ix. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the

Companies (Restriction on number of Layers) Rules, 2017.

x. No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

xi. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

xii. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

xiii. The Company have no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

xiv. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

xv. The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.

xvi. Analytical Ratios:

Additional Notes:

1) Total Debts represents long term and short-term borrowings including current maturities of long-term borrowings and lease liabilities.

2) Net Profit after taxes non-cash operating expenses Interest other adjustments like loss on sale of Fixed assets etc.

3) Tangible Net Worth Total Debts Deferred Tax liabilities Lease Liabilities

Explanation for variances exceeding 25%:

a) Debt Equity Ratio Increase indicates higher reliance on debt financing, possibly due to funding of expansion or working capital requirements.

b) Debt Service Coverage Ratio Improvement reflects stronger cash generation and enhanced capacity to service debt obligations.

45. APPROVAL OF FINANCIAL STATEMENTS AND DIVIDEND DECLARATION

The Financial Statements were approved by the Board of Directors on, 08^th April 2026. The Board of Directors have recommended final dividend of H 0.50 per fully paid-up equity share of H10/- each, aggregating to H 309.14 Lakhs for the financial year 202526, which is based on relevant share capital as on 31^st March, 2026. The actual dividend payout is subject to the approval of shareholders at the ensuing Annual General Meeting and the relevant share capital outstanding as on the record date / book closure.

46. On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has considered restructured compensation of its employees, and assessed the impact of the changes, consistent with the Labour Codes, draft rules, FAQs and legal opinion, which is not material. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.

47. In the opinion of the Board, all assets other than fixed assets and non-current investments, have a realisable value in the ordinary course of business which is not significantly differ from the amount at which it is stated.

48. Previous year’s figures have been reclassified, wherever necessary, to conform current year’s presentation