As we enter the 50th year of operations, your Directors have pleasure in presenting the 49th Annual Report and the audited financial statements (Standalone and Consolidated) of your Company for the year ended 31st March, 2025.

The Statement of Accounts has been prepared in accordance with the Indian Accounting Standards (Ind AS) which have become applicable to the Company w.e.f. 01st April, 2017 as per the Rules laid down in this regard.

SHARE CAPITAL

The Authorised Share Capital of your Company as on 31st March, 2025 was Rs.8024.44 Lakhs comprising of 4,00,00,000 Equity Shares of Rs.10/- each totaling to Rs.4000.00 Lakhs, 929,412 Optionally Convertible NonCumulative Preference Shares (OCPS) of Rs. 170/- each totaling to Rs.1580.00 Lakhs, 2,00,00,000 Optionally Convertible Non- Cumulative Preference Shares of Rs.10/- each totaling to Rs. 2000.00 Lakhs and 44,44,444 Redeemable Preference Shares of Rs.10/- each totaling to Rs.444.44 Lakhs.

CONSISTENT OPERATING PERFORMANCE

Despite price pressures on the products, your Company was able to match last year's financial performance, when it recorded the highest profit in its history. This is backed by the equity enjoyed by the Company amongst its customers for its high quality and strong internal processes.

The gross revenue from the operations of your Company during the year under review was Rs. 527.44 Crores as compared to Rs. 472.97 Crores in the previous year. Profit before tax was Rs. 109.68 Crores as against Rs. 109.88 Crores in the previous year. There was a decrease in sales realisation per unit of Gelatin in line with the global prices. This downward trend is due to the emergence of hide as a cheaper alternative for gelatin preparation. While the Company could retain its gelatin sales in terms of volume, it was able to record significant growth in Collagen Peptide segment. The average realisation of Company's by-product Di-Calcium Phosphate has improved due to better demand from the poultry sector. In line with the crash of international crushed bone prices, the cost of the Company's principal raw material -domestically procured Crushed Bone has also been showing a declining trend from the 3rd quarter of the Financial Year 2024-25. Hydrochloric acid, another raw material has seen stable prices during the year under review.

Economic Scenario - Domestic and Global Market

Your Company's products (Gelatin and Collagen Peptide)

primarily cater to pharmaceutical and nutraceutical segments. The Indian capsule market (hard/soft gelatin capsules) is positioned for substantial growth due to related market growth, favourable economic conditions, health trends, technological advancements and government initiatives. As consumer preferences evolve and the market adapts to emerging challenges and opportunities, the segment can expect continued expansion and innovation in the years to come.

India, known as the "Pharmacy of the World for generic drugs", is also strongly emerging as the “Capital for nutraceutical/ wellness products”. The expanding export market for capsules and other pharmaceutical formulations, along with rising spending on nutraceutical and wellness products in India and abroad, significantly drives the market growth of Gelatin and Collagen Peptides for its varied applications.

E-commerce expansion

E-commerce growth enables Companies to reach a wider audience, especially in semi-urban and rural areas where access to retail pharmacies is limited.

Your Company's strategy for promoting B2C sales is based on two pillars viz, own brand-Gelixer and supplies to brand owners by way of bulk sales. Gelixer is now available on popular e- commerce platforms such as Amazon, Flipkart etc. The Company also supplies its Collagen Peptide to reputed brand owners in India and abroad. The rise of popularity/ usage of online shopping platforms has made health products more accessible to consumers.

Plant utilization

Your Company was able to run its Gelatin plant at its full capacity during the year 2024-25, despite headwinds in the global gelatin market by suitably rearranging the customer and product mix. The Company was able to maintain its competitiveness by making focused efforts to streamline operations, reduce costs and maximize output.

The Company was also able to significantly improve the operation of its Collagen Peptide plant to achieve almost full capacity production during the fiscal year. This was possible because of the successful efforts to find new markets and customers outside India. The Company has also been able to control its costs of operation of the Collagen Peptide plant which has helped in maintaining its competitiveness in global market. The 550 metric ton expansion project is on schedule and is expected to be commissioned in the first quarter of Financial Year 202526.

The Board of Directors of the Company at its meeting held on 10^th February, 2025 has approved the expansion of Gelatin capacity by 1500 MT per year from the existing capacity of 4500 MT per year to tap the opportunities in the growing Gelatin market especially in the context of rising

preference for hard / soft capsules key delivery formats in

the pharmaceutical and nutraceutical industries.

Operations

(i) The products of your Company continued to enjoy robust market demand during the year under review. The entire sale of Ossein/Limed Ossein, 43% of the total sale of Gelatin and 58% of Collagen Peptide was through exports. Your Company has arrangement with its overseas Promoter, Nitta Gelatin Inc., Japan to leverage their expertise and market insights in servicing its customers in a proactive manner in line with the global standards of NITTA Group. The Company has taken steps to further improve the demand for Collagen Peptide by venturing into new markets and segments.

(ii) Overall raw material price trend was favourable in the year 2024-25 as compared to 2023-24. The Company has also successfully developed alternate cost-effective raw material vendors and sources in 2024-25 which is expected to aid the profitability in the coming years.

(iii) Following the suspension of operations at the Subsidiary Company viz, Bamni Proteins Limited (BPL), as per the Orders of Maharashtra State Pollution Control Board (MPCB), the supplies to NGI, Japan for Ossein and Limed Ossein was sustained through dispatches from Reva Division, Gujarat and Ossein Plant at Koratty.

(iv) Despite the weakening of Rupee against USD during 2024-25 as compared to 2023-24, prices of Limed Ossein, Gelatin and Bovine Peptide dropped by 3 %, 5 % and 1 % respectively. The price of Fish Collagen Peptide increased by 7 % due to customer additions. Price negotiations with raw material suppliers and finished product customers are carried out on a regular basis to protect the margins.

(v) The Company continued its pursuit of remaining cost competitive by running special campaigns amongst its employees for innovative ideas for sustained cost reduction and efficiency improvement. The business and operational excellence initiatives continued to pay rich dividends.

(vi) There was an increase in power and fuel cost in the Divisions of the Company due to higher production levels. However, specific consumption of power and fuel were lower due to economies of scale and various cost reduction measures adopted in all the Divisions of the Company. During the year under review, the Company has installed and commissioned a solar plant of 357 KWA at Reva Division. The price of LNG, firewood and furnace oil has increased in all the Divisions of the Company during the year. The price of coal has dropped during the year under review.

(vii) The Company automated and integrated the weighbridge operations with SAP in all its Divisions for better internal control. The various automation measures have been carried out in areas like furnace oil pumping, biowaste drier monitoring, acid flow, DCP pumping for reaction tanks, water treatment, lime charging, ETP screw pump operations, acid tank level monitoring etc.

The Company has also undertaken various digitalization initiatives in the areas such as gate entry management, direct data fetching from instruments, batch traceability, vendor portal development, HRMS etc.

(viii) The raw material warehousing operations of the Company was streamlined and optimized for better efficiency. Freight and shipping costs has increased substantially during the year owing to geopolitical tensions.

(ix) The Company could reduce its finance cost by effectively leveraging low cost foreign currency loans and by negotiating with the Banks for competitive rates for its working capital requirements.

Against this backdrop, your Company exercised close monitoring and strict control over each significant element of cost and maintained its operating profits, notwithstanding the drop-in Gelatin prices.

(x) The Pollution Control Board has renewed the validity of the Consent to Operate upto 30th June 2028 for Ossein and Gelatin Divisions. Reva Division's Consent to Operate issued by the Gujarat State Pollution Control Board has been renewed and is valid upto 23rd May 2026.

Raw Material scenario

The availability of Crushed Bone, which is the major raw material of the Company has been fluctuating during the year. Particularly in the first half of the year, there was a significant reduction in availability which has since improved from Q2 of the Financial Year under review. Owing to the emergence of Hide as a competitive raw material for Gelatin manufacturing, the import price of Gelbone (premium quality Crushed Bone) reduced significantly during the second half of the year. Your Company has utilised this opportunity and has imported gelbone. This has helped your Company to reduce its dependency solely on domestic raw materials. The Company was able to maintain adequate levels of raw material inventory at all its manufacturing locations. Sustainability

Sustainability is embedded in the core of your Company's vision, mission and values. It's sustainability practices are guided by the triple bottom line approach. It aims to build a sustainable business model focusing on people, planet and profit and thus creating lasting value for all its

stakeholders.

The Company will continue to be increasingly focused on sustainable and socially responsible corporate behavior in everything it does. Its approach is mainly centered around the following pillars:- Environmental Sustainability

Focus Area - Reduction in consumption of water, solid waste, power, fuel and plastic.

- People Sustainability

Focus Area - Employees' safety, health, development, engagement, rewards and recognition.

- Social Sustainability

Focus Area - Corporate Social Responsibility (CSR): Education, training, health, Women empowerment, sports, agriculture and waste management.

- Economic sustainability

Focus Area - Cost reduction, supply chain efficiency

and growth initiatives which includes capacity additions for Gelatin and Collagen Peptide.

The Company's vision is to set a benchmark in the Indian Gelatin Industry—and beyond—for World-class sustainability practices. Gelatin and Collagen Peptides are derived from by-products/ waste products of the meat and farmed fish industries, both of which utilize renewable and well-managed resources. These products are pure, natural proteins, free from preservatives and additives, aligning with clean-label standards and supporting consumer demands for healthy, sustainable foods.

As part of the circular economy, Gelatin contributes positively to sustainability by efficiently utilizing industry waste products. Sustainability is embedded in every aspect of its business—from product innovation and market expansion to capital investment and operational management.

DIVIDEND

Considering the Company's performance, the Board has recommended a dividend of Rs. 8/- per share i.e. 80 % of the face value of Rs. 10/- per share on the Equity Capital for the year ended 31st March, 2025 (including special dividend of Rs. 2/-per share (20%) to commemorate the Golden jubilee of the Company). The Board has also recommended a dividend @ 7.65063% on the 44,44,444 Redeemable Preference Shares of the face value of Rs. 10/- each for the year ended 31st March, 2025. This dividend payment is out of the current year profits of the Company and is subject to approval of the members at the ensuing Annual General Meeting of the Company.

The total outflow on account of dividend will be Rs 760.33 Lakhs (Rs 578.75 Lakhs in the financial year 2023-24) comprising of Rs. 34 Lakhs on Preference Shares (Rs. 34 Lakhs in the financial year 2023-24) and Rs. 726.33 Lakhs on Equity Shares (Rs. 544.75 Lakhs in the financial year 2023-24).

During the year, unclaimed dividend of Rs.2,44,231/-pertaining to the year 2017- 18 shall be transferred to the Investor Education & Protection Fund after giving due notice to the members.

RESERVES

The Company has transferred an amount of Rs. 1,580.00 Lakhs as Capital Redemption Reserve upon repayment of the Convertible Preference Shares during an earlier year as part of statutory requirements of the Companies Act, 2013. The Company has recognized capital reserves amounting to Rs. 2,750.62 Lakhs on account of the merger (including deferred tax asset on the unabsorbed business loss of erstwhile Reva Proteins Limited carried over from previous years as per tax books for an amount of Rs. 1,609 Lakhs and other appropriate adjustments.

The reserves as on 31.03.2025 comprise of Security Premium Reserve of Rs. 2,895.90 Lakhs, equity contribution on External Commercial Borrowings and Preference Share Capital Rs. 984.43 Lakhs, Special Export Reserve of Rs. 79.00 Lakhs, General Reserve of Rs. 7,836.64 Lakhs, Capital Redemption Reserve of Rs. 1,580 Lakhs, Retained earnings of Rs. 22472.82 Lakhs, Capital Reserve of Rs. 2,750.62 Lakhs, Hedge Loss of Rs. 25.42 Lakhs and other comprehensive loss of Rs. 246.57 Lakhs aggregating to Rs. 38327.42 Lakhs.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details in respect of other loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes on accounts for the financial year ended 31st March, 2025 and such loans, guarantees and investments are within the limits prescribed under that Section.

CREDIT RATING

The Rating agency CRISIL has revised the outlook on the long term bank facilities of the Company to "CRISIL A-/ Stable" (Removed from Rating watch with Developing Implications; Rating Re-affirmed) from “CRISIL A-/ Watch Developing" (Continues on Rating Watch with Developing Implications) The short- term rating has been revised to "CRISIL A2 " (Removed from Rating Watch with Developing Implications Rating Re-affirmed) from CRISIL A2 /Watch Developing (Continues on Rating Watch with Developing Implications). This is consequent to stoppage of operations in the Subsidiary Company, Bamni Proteins Ltd. and the subsequent restart Order issued by the Maharashtra State Pollution Control Board.

AWARDS & ACCOLADES

During the year, the Company received various recognitions like:

a) MKK Nayar Productivity Award 2024 for the Second-Best Productivity Performance in the category of Large Industries.

b) Team from Ossein Division won Gold recognition in 7th CII IQ National Safety Practice competition.

c) Team from Ossein Division (OD) participated in CII's National Technology Competition & won the “Gold” category award under Manufacturing.

d) Ossein Division & Gelatin Division have won the Gold recognition in SEEM National Energy Management Award 2023, Category: Industry & Sector: Chemicals.

e) Team from Gelatin Division has won the Gold Category award & Ossein Division won Silver category award in 50th National level kaizen competition conducted by CII.

f) Gold Category Recognition from CII for Business Excellence maturity assessment programme-2024.

g) Ossein Division and Gelatin Division have acquired the Excellence in Operation Technology (EOT) Award from CII for the continuous improvements in TPM.

i) Ossein Division won Sreshta Suraksha Puraskar-2025 (1st Prize) from National Safety Council, Kerala Chapter.

j) The Company won KMA CSR Award -2025, under the Health and Environment categories.

The following prestigious certifications are retained by your Company :-

(a) European Directorate for the Quality of Medicines & Health (EDQM) Certificate for Gelatin Division.

(b) Drugs manufacturing license from Drugs Controller, Govt. of Kerala.

(c) CAPEXIL plant approval certificate for the export of Ossein, Gelatin and Collagen Peptide.

(d) HACCP Certificate for Ossein Division for food safety.

(e) ISO 9001: 2015 for Quality Management System of the Company.

(f) FSSC 22000 V.6 Certification for Food Safety Management System.

(g) FSSAI License for manufacturing, import/export/ retail/e-commerce of Gelatin, Collagen Peptide andCollagen Peptide retail products.

(h) WHO-GMP Certification as per World Health Organization/Codex for manufacture of Gelatin & Collagen Peptide.

(i) USDMF for Gelatin gelling Grade & Non-gelling Grade.

(j) Chinese DMF for Gelatin.

(k) Halal (MUI, IFANCA & JUM)/Kosher Certification for Gelatin and Collagen Peptide - JUM Halal for Ossein & Di-Calcium Phosphate.

(l) ISO:IEC 17025:2024 NABL Accreditation for inhouse laboratory of Gelatin Division.

(m) ISO 14001:2015 for Environment Management System.

(n) ISO 45001:2018 Certification for Occupational, Health and Safety Standards.

(o) ISO 50001:2018 Certification for Energy management system.

(p) Gelatin Division & Ossein Division passed the EOT certification in TPM -2024.

(q) Ossein Division received Gold prize in 7th National CII-IQ Safety practice competition.

HEALTH, SAFETY AND ENVIRONMENT

Compliance with relevant regulations and effective management of the related issues is an integral part of the Company's philosophy:

1. Health and Safety

The Company is committed to protecting the health and safety of its employees. The Company has a three-tier safety committee system including an Apex Safety Committee chaired by the Managing Director. In addition to the Company's Head for Health, Safety and Environment, each plant has a Safety Officer and a Safety Committee, including workmen and executive representatives. The Committee meets regularly to review issues related to occupational safety and employee health. Regular health checkup of the employees is carried out through tie-up with reputed hospitals. Various training programs and Safety campaigns are conducted at the plant on health and safety topics including emergency preparedness, work safety, first aid, etc. Both Ossein and Gelatin factories have received the ISO 45001-2018 & ISO 14001-2015 certi fication, which is a testimony to the Company's commitment in this area.

The following were the major activities carried out during the year:

• Various training & campaign programs were

conducted to improve Occupational Health & Safety Awareness.

• Surveillance audit of ISO 45001-2018 completed at both Ossein Division (OD) and Gelatin Division (GD).

• 90% employees covered in Occupational Health & Safety training conducted by Factories and Boilers Dept.- Mobile training unit “Suraksha Radham”

• Fire license renewed at Ossein and Gelatin Divisions.

• Safety day/week celebrations were held at Ossein, Reva and Gelatin Divisions. Various programs, demonstrations and competitions were conducted.

• Mock drills were conducted for equipping the employees for handling emergencies at Ossein, Reva and Gelatin Divisions. Mock drills conducted covering Electrical Flashover, Fire, First aid & Chemical spillage scenarios.

• As part of the TPM (SHE- Safety, Health, Environment pillars), various safety improvement initiatives and their reviews were conducted in all the divisions.

• In order to enhance the Health, Safety & Environment at workplace, various items introduced such as Automated External Defibrillator (AED), Secondary spill containment pallet, Spill kit, Flame proof cabinet, Fire extinguisher ball, Mobile scaffolding with stairway, Foam trolley etc.

2. Environment

The Company continuously endeavors to enhance Environmental Management Systems and demonstrates its commitment for protecting environment in all its activities. The factories of the Company are equipped with modern Effluent Treatment Plants for treating and discharging treated water with parameters well within the norms laid down by the respective State Pollution Control Boards. The emissions from the boilers and generator stacks are regularly monitored for compliance. Solid waste from operations is collected in a secure manner and disposed off in authorized locations. Ambient air quality is monitored on a regular basis and ensured for its compliance. The Company's Effluent Treatment Plant operations have been reinforced with the introduction of new equipment and technologies. Various energy-saving measures and efficiency improvement activities were taken up during the year that reduced the specific consumption of fuels compared to the previous years. Action plans have been drawn up to reduce the consumption of water in the coming years. In the case of solid waste reduction, the Company follows a structured action plan. A polymer house-based facility using solar energy has been developed at the

Company's Gelatin Division for drying the biomass waste emanating out of the operations leading to lower operating costs and carbon print. With a view to reducing the greenhouse effect, the Company is focusing on greenery development at all its locations.

Further discussions are carried out to reduce the moisture content of wet biomass waste in a cost-effective manner to reduce the impact of the same in the overall environment.

The following were some of the other related activities:

• Successfully completed Surveillance audit of ISO 14001-2015 in Gelatin Division & Ossein Division.

• Environmental day celebrations conducted at the Divisions.

• Hosted a one-day environmental workshop organized by the National Safety Council and State Pollution Control Board.

• Comprehensive Environmental audit conducted at the Divisions.

• Online sensor for Ammoniacal nitrogen installed at Gelatin Division.

• Solar Streetlights installed in various locations of Gelatin Division.

• Secondary Spill containment pallet introduced for all hazardous chemicals kept in cans.

• Volute Press installed for secondary biowaste filtration.

• Ventilation provision increased in Hide operational area.

• ETP Chemical consumption reduction done at Ossein Division.

• Old damaged Lamella Clarifier Tank (MS) for ETP Bio Digester replaced with new Rubber lined MS Tank for better life.

• Various sapling plantations are done as part of Green Belt development in Ossein & Gelatin Division.

• ETP Chemical Consumption reduction initiatives done at Reva Division.

• Reva Division has applied for Rule 9 on the CPCB portal for the usage of spent acid in Ossein/Limed Ossein production and in response, CPCB has provided an SOP for the utilization of spent acid.

• The TOC meter has been installed at the Reva Division for online treated effluent monitoring.

• The HCL storage dyke wall has been modified and an HCL scrubber has been installed in the Reva Division.

• Reva Division has applied for a consent to establish amendment for the addition of Biofuel and a new DG set.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has formulated a well-structured Policy aimed at providing focus and direction to the various activities on CSR. The sectors which are primarily focused include healthcare, education, rural development etc. Your Company is committed to identifying and supporting programmes aimed at such of the sectors. The CSR Policy can be accessed on the Company's website. The local communities in the manufacturing locations have immensely benefitted from the various CSR activities carried out during the Financial Year.

https://gelatin.in/uploads/homecontent/

CSRPOLICY_20230210052849.pdf

The CSR projects undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013.

The total CSR expenditure incurred by the Company during the year is Rs. 146.01 Lakhs which is in compliance with the statutory requirement of 2% of the average profit for the last three years amounting to Rs. 145.77 Lakhs (The Annual Report on CSR activities is annexed herewith as Annexure I).

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year 2024-25.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither an application was made by the Company nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

There were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

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 Not applicable.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

In accordance with the SEBI (LODR) Regulations, the Company's policy on materiality of Subsidiaries specifying

the criteria for determining the Material Subsidiaries is available in the Company Website www.gelatin.in. As per such criteria, the Company's Subsidiary- Bamni Proteins Limited is a Material Subsidiary as on 01st April 2025.

SUBSIDIARY COMPANY BAMNI PROTEINS LIMITED

The management of the Company was continuing its efforts in terms of finding a technically and financially feasible solution for restarting operations of the factory of the Subsidiary- Bamni Proteins Limited for which studies were ongoing in consultation with external technical agencies. Subsequent to year ended 31st March 2025, such studies have been completed. However, the management is of the view that any suggested process would involve substantial capital expenditure in addition to operating expenses considering the volume of effluents that needs to be handled based on the Company's scale of operations. The management has initiated discussions with the Company's Promoters, Nitta Gelatin Inc., Japan on the future of its operations, given the implications on the entire supply chain.

The statement containing the salient features of the financial statement of the Subsidiary under first proviso to Sub-Section (3) of Section 129 of the Act in Form AOC I is attached as Annexure II.

COMMENT ON STATUTORY AUDITORS’ REPORT

I. On the basis of appropriate audit evidence for validating the value of Property, Plant and Equipment, the restart Order issued by the Maharashtra State Pollution Control Board and the Order of the Industrial Tribunal, Nagpur for compliance with the labour law provisions, the corresponding qualifications in the Independent Statutory Auditors' Report on the consolidated financial statements for the year ended 31.03.2024 have been dropped by the Statutory Auditors in their report for the Financial Year

ended 31st March 2025.

II. On the Independent Auditors' observation regarding the adequacy of maintenance of books of accounts vide para 17 (h)(vi) of their report on standalone financial statements, in terms of exceptions for enabling audit trail feature in the SAP/Zoho software application of the Company, it is stated that:

The SAP application will never allow direct Data Base (DB) access/changes to any of its databases. All the DB access or Database table access will be established through the SAP application only.

ZOHO books is used by customers across the globe. Zoho Books maintains a log of every change made to a record in the application, such as a contract, sales or purchase transaction, invoice or bill, journal or even a setting. Along with the nature of the change, it also saves the timestamp and the details of the user who performed the action. The audit trail in Zoho Books provides details on the 4 Ws: When, Where, What and Who. When - The date and time an action was performed. Where - The module under which the action was performed. This can be Invoices, Bills, Bank Feeds, Expenses or any other module under Zoho Books. What - A description of the action that was performed, such as creating an invoice, editing line items on the invoice or updating the contents of a bill. Who -The user who performed the action. If a record is changed multiple times, the audit trail shows every version that has been created, not just the most recent. The user can compare multiple versions and track specific data that has been added, removed or modified. The management has tested the audit trail feature available in ZOHO and found to be satisfactory and have received Independent Service Auditors' Assurance Report.

COLLABORATORS

The Collaborators of your Company continue to be the relentless source of support and guidance for the Company in each of its key initiatives. Their patronage in areas of financial support, product development, marketing, quality improvement and training of personnel has contributed significantly to the growth of the Company. The Promoters of the Company viz, Nitta Gelatin Inc., Japan and Kerala State Industrial Development Corporation continue providing their unwavering support for the growth of the Company.

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

The information as required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure III.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure IV to this report.

INTERNAL CONTROL SYSTEM

ADEQUACY OF INTERNAL CONTROL SYSTEMS

The internal control systems operate through well documented Standard Operating Procedures, policies and process guidelines. These are designed to ensure that transactions are conducted and authorized within the defined authority limits commensurate with the level of responsibility for each functional area. The Company's accounting and reporting guidelines ensure that the transactions are recorded and reported in conformity with the Generally Accepted Accounting Principles.

The Company has engaged a professional firm of Accountants with long years of experience to carry out the internal audit function. The Company has not placed any limitation on the scope and authority of the internal audit function. The internal audit function evaluates the efficacy and adequacy of internal control systems, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. To maintain its objectivity, effectiveness and independence, internal audit is being carried out on a quarterly basis and reports thereon, along with the remarks of the process owners on each of the observations of audit are placed before the Audit Committee of the Board.

In addition, Concurrent Auditors have been appointed and

for the current year, have reviewed and reported on the procedures and process followed relating to procurement of Crushed Bone, Hydrated Lime, Firewood & Coal at Ossein Division & Reva Division, which were identified to be high risk areas which can potentially cause financial loss to the Company. Concurrent Auditors are reviewing the transactional details relating to procurement, storage and consumption relating to the above materials and reporting to the management for review and corrective actions. The corrective actions suggested by the Concurrent Auditors are implemented in a timely manner.

The Audit Committee reviews each of the Internal Audit reports as a separate agenda item along with the Internal/ Statutory Auditors and the management representatives wherein the Committee gives its advice/suggestions on the audit points. Based on the report of the internal audit as well as the observations of the Audit Committee, the process owners in the Company undertake requisite corrective action in their respective areas thereby further strengthening the control systems. Action Taken Reports are also reviewed by the Audit Committee for each actionable item. The minutes of the Audit Committee are reviewed by the Board of Directors.

INTERNAL CONTROLS OF FINANCIAL REPORTING

The Company has in place adequate financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested by the management and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Accounting Standards and the Companies Act and with the Generally Accepted Accounting Principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The Board is of the view that appropriate procedures and controls are operating effectively and monitoring systems are in place.

RISK MANAGEMENT

The Board of Directors of the Company has entrusted the management of the Company to evaluate and manage various risks faced by the Company and appropriately apprise the Board/Audit Committee periodically. Accordingly, the management has constituted a Risk Management Sub-Committee comprising of Senior Management executives to develop and implement a Risk Management system. The Audit Committee/ Board of Directors reviews the evaluation of risks and the mitigation

a. The Vendor will not raise any claim before any forum, both civil and criminal for the amount of Rs. 34.43 Lakhs withheld by the Company which is the subject matter of the original Suit filed before the Hon'ble Sub Court at Irinjalakuda for realization of amount with interest and that they will file a memo/ petition before the said Court for setting the above case before the mediator.

b. The ex-employee to pay Rs. 17.57 Lakhs as part of settlement.

c. The ex-employee to withdraw the dispute raised in Industrial Tribunal, Thrissur against the Company and that he will not raise any claim on account of his termination.

d. The Company to request the police authorities to drop the present investigation and not to raise any claim against the ex-employee and vendor before any forum.

The Ex-employee has already paid the amount and other conditions of out of Court settlement are under implementation.

RESPONSIBILITY STATEMENT OF DIRECTORS

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in respect of the Company in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that they had selected such accounting policies as mentioned in Note No.2 of the notes to the Financial Statements 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 31st March 2025 and of the profit of the Company for the year ended on that date;

c) that they 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) that they had prepared the annual accounts on a going concern basis;

e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions which is in line with the relevant provisions of the Companies Act as well as SEBI (LODR) Regulations. The said policy as approved by the Board is available in the Company website www.gelatin.in. As per the said policy, prior omnibus approval of the Audit Committee is obtained on a quarterly basis for all the Related Party Transactions which are of a foreseen and repetitive nature. All Related Party Transactions that have taken place actually are subsequently reviewed by the Audit Committee on a quarterly basis in comparison with the conditions of omnibus approval and are recommended to the Board for approval. Additionally, material Related Party Transactions foreseen in the year ahead were approved by the members. Particulars of contracts of arrangements with Related Parties referred to in Sub Section 1 of Section 188 read with Rule 8(2) of the Companies (Accounts) Rules,

2014 are attached in Form No. AOC 2 as Annexure V.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR) Regulations is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and as stipulated under the SEBI (LODR) Regulations. A separate section on Corporate Governance under the Regulation, along with a certificate from the Secretarial Auditors confirming the compliance, is annexed and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the provisions of Schedule III of the Companies Act, 2013 and Indian Accounting Standards (Ind AS) 110 and other applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the provisions of the SEBI (LODR) Regulations,

2015 and form part of the Annual Report.

DIRECTORS

Mr. Praveen Venkataramanan was appointed as the Managing Director of the Company on 04.08.2024 in place of Mr. Sajiv K. Menon on completion of his term.

Mr. Sajiv K. Menon was appointed as a Non- Executive Non- Independent Director on 04.08.2024. The Board is of the opinion that Mr. Sajiv K. Menon possess integrity, relevant expertise and experience which will benefit the Company in the long run.

Mr. Hidenori Takemiya has been appointed as NonExecutive Nominee Director with effect from 27.06.2024.

Mr. Kazuya Hayashi has been appointed as Non- Executive Nominee Director with effect from 10.05.2024.

Mr. Hidehito Jay Araki has been appointed as NonExecutive Independent Director with effect from 04.08.2024.

The Board of Directors had constituted a Nomination and Remuneration Committee (NRC) which was reconstituted during the year with the following members:

1. Mrs. Shirley Thomas (Chairperson)

2. Prof. (Dr). M. K. Chandrasekharan Nair

3. Mr. Sajiv K. Menon

There were no instances where the Board had not accepted any recommendation of the Committee.

The terms of reference of the NRC are as follows:

1. The NRC shall identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board, their appointment and removal and shall carry out evaluation of every Director's performance.

2. The NRC formulates the criteria for determining qualifications, positive attributes and independence of a Director for recommending to the Board and also a policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel meaning thereby employees of the Company who are members of core management excluding Board of Directors.

3. The NRC formulates the Remuneration policy to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate personnel as are herein referred at (2) above of the quality required to run the Company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks and remuneration to Whole-time Directors, Key Managerial Personnel and senior management involves a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The policy has been disseminated in the Company website -

https://gelatin.in/uploads/homecontent/Nomination%20

and%20Remuneration%20Policy_20250313043506.pdf

AUDIT COMMITTEE

The Company has an Audit Committee consisting of the following members:

1. Mr. V. Ranganathan (Chairman)

2. Mrs. Shirley Thomas

3. Mr. E. Nandakumar

4. Mr. Sajiv K. Menon

There were no instances where the Board had not accepted any recommendation of the Committee.

INDEPENDENT DIRECTORS

Independent Directors of the Company have given a declaration that they conform to the criteria prescribed for an Independent Director as mandated by the relevant regulatory prescription viz, Section 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

Rule 8(5) (iii) of Companies (Accounts) Rules, 2014 prescribes that the report of Directors should contain details of Directors and Key Managerial Personnel. Therefore, in addition to the details of Directors mentioned elsewhere, it is brought to the notice of shareholders that Mr. P Sahasranaman continues as Chief Financial Officer (CFO) and Mr. Vinod Mohan continues as Company Secretary (CS).

BOARD EVALUATION

The Board carried out an annual evaluation of its performance as well as that of its committees and Individual Directors, including the Chairman of the Board. The evaluation found each of the Directors to have requisite qualification, expertise and track record for performance of their duties as envisaged by law.

MEETINGS

The Board of Directors met 6 (Six) times during the financial year 2024-25 on 10.05.2024, 21.06.2024, 04.08.2024, 08.11.2024, 10.02.2025 and 17.03.2025. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening time gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report genuine concerns, while providing for adequate safeguards against victimization, providing direct access to the Chairperson of Audit Committee, the details of which have been given in the Company's official website.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working and associating with the Company, through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Internal Complaints Committee (ICC) is

responsible for redressal of complaints relating to sexual harassment, as envisaged under the provisions of Act and Rules. Hitherto, no complaints were received by ICC.

STATUTORY AUDITORS

M/s. Walker Chandiok & Co. LLP (WCC LLP) Chartered Accountants (Firm Registration No. 001076N / N500013) who were appointed as Statutory Auditors of the Company for a 5 year term at the Annual General Meeting held in the year 2017 were re-appointed by the Board of Directors at their meeting held on 07.02.2022 on the basis of recommendation of the Audit Committee and shall hold office from the conclusion of the 46th Annual General Meeting till the conclusion of the 51st Annual General Meeting of the Company to be held for the Financial Year ended March 31,2027.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Abhilash Nediyalil Abraham, (CP No. 14524, M. No. F10876), Company Secretary-in-practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure VI. The Secretarial Audit Report of the Material Subsidiary, Bamni Protiens Ltd. is enclosed as Annexure VII

ANNUAL RETURN

The Company has a website https://www.gelatin.in, where the annual returns of the Company have been published.

ACKNOWLEDGEMENT

Your Directors are thankful to the esteemed Shareholders for their continued patronage and the confidence reposed on the Company and its management. Your Directors place on record its sincere appreciation for the support and assistance extended by the State Government and the Kerala State Industrial Development Corporation Ltd. The Board takes this opportunity to extend their whole hearted gratitude to M/s. Nitta Gelatin Inc., Japan, for their timely and valuable guidance and inspiration. Your Board places on record its sincere appreciation for the significant contributions made by employees of the Company through their dedication and commitment during the year. On this occasion, your Board thanks all the customers, suppliers, bankers and other associates for their co-operation.