The Board of Directors (“Board") of the Company have great pleasure in
presenting the 38^th Annual Report and Audited Financial Statements of the
Company for the Financial Year (“FY") ended March 31, 2026.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended
March 31, 2026 is summarised below:

OVERVIEW OF COMPANY PERFORMANCE

Total Income and Operating Profit for the year under review amounted
to ? 35,084.56 Lakhs and ? 3,466.31 Lakhs respectively as compared to
? 33,287.97 Lakhs and ? 2,328.32 Lakhs, in the previous financial year.

For the financial year 2025-26, the Company achieved a Net Profit of
? 1,561.87 Lakhs, reflecting continued profitability and operational resilience
amidst challenging market conditions, as compared to ? 725.08 Lakhs in the
previous year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE
ACT

There is no amount proposed to be transferred to General Reserves for the
FY 2025-26.

DIVIDEND

In line with the practice of returning the surplus funds to shareholders and
based on the Company's performance, the Board at their meeting held on
May 02, 2026 recommended a final dividend of ? 0.20/- per equity share of
the face value of ? 10 each (@ 2%) for the FY 2025-26, which is subject to
approval of the members at the ensuing Annual General Meeting (“AGM")
of the Company. The dividend, if approved at the AGM, will be paid subject
to deduction of tax at source.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act and Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (IEPF Rules), the declared dividends, which remains unpaid
or unclaimed for a period of 7 (seven) years from the date of its transfer
to unpaid dividend account is required to be transferred by the Company
to Investor Education and Protection Fund. Details of unpaid/unclaimed
dividend for the previous years can be viewed on the Company's website at
https://www.mitsuchem.com/investors/unpaid-unclaimed-dividend/

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the Company during the
year under review.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

Mitsu Foundation is a not-for-profit company incorporated on October 18,
2021 under the provisions of Section 8 of the Companies Act, 2013, as a
Wholly owned Subsidiary (“WoS") of the Company. It is the implementing
agency of the Company through which the Company spends its CSR
contribution.

The objectives of Mitsu Foundation includes working in areas of eradication
of hunger, poverty, and malnutrition, promoting healthcare, promoting
education, helping differently abled persons, promotion of gender equality,
empowerment of women, promoting sports and related training, upliftment
of poor and backward classes etc. The purpose of incorporating WoS is not to
generate profit or any economic benefit for the Parent. There is no exposure,
or rights, to variable returns from involvement with the WoS. Thus, as per
Para 7 of Ind AS 110, the Company was not required to prepare consolidated
financial statements.

The salient features of the financial statements of the WoS in the prescribed
Form AOC-1 forms part of this Report as “Annexure I".

The Company does not have any Joint venture or an Associate Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the F.Y.
2025-26 and the date of this report.

SHARE CAPITAL

The Company's paid-up Equity Share capital stood at ?1,357.79 Lakhs as on
March 31, 2026.

During the FY under review, the Company has not bought back any of its
securities or issued any Sweat Equity Shares or provided any Stock Option
Scheme to the employees.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual
Return of the Company in Form MGT-7 for FY 2025-26, is available on
the Company's website athttps://www.mitsuchem.com/investors/annual-
return/

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board

The Board of the Company is duly constituted in accordance with the
requirements of the Act read with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations")
comprising a diverse mix of Executive and Non-Executive Directors.

During the year under review, there were no changes in the Composition of
the Board.

Retirement by rotation

Mr. Jagdish L. Dedhia (DIN: 01639945), Whole-time Director of the Company
retires by rotation at the forthcoming AGM in accordance with provisions of
Section 152 of the Act and the Articles of Association of the Company and
being eligible, offers himself for re-appointment.

The brief resume and other details relating to Mr. Jagdish L. Dedhia who
is proposed to be re-appointed, as required in accordance to Regulation
36(3) of the Listing Regulations and Standard-2 on General Meetings of
Secretarial Standards issued by Institute of Company Secretaries of India, is
furnished to the Notice of the 38^th AGM.

Number of meetings of the Board

During the year, Four Board meetings were convened and held in accordance
with the provisions of the Act and the details of which are given in the
Corporate Governance Report, which forms a part of this Report.

Board Performance Evaluation

In accordance with the provisions of the Companies Act, 2013 and the
applicable provisions of the Listing Regulations, the Annual Performance
Evaluation was conducted to enhance the effectiveness of the Board and
its Committees for the FY 2025-26. The evaluation framework adhered to
the Companies Act, 2013, Listing Regulations and SEBI's Guidance Note on
Board Evaluation issued in January 2017. It encompassed a comprehensive
assessment of the Board, its Committees and peer evaluations of all
Directors including the Chairman of the Board.

This exercise was carried out through a structured questionnaire prepared
separately for the Board, Committees, Chairman and individual Directors.
The Chairman's performance evaluation was carried out by Independent
Directors at a separate meeting.

The Board's functioning was evaluated on various aspects, including inter
alia, Board structure, composition, expertise, working procedures/processes,
flow of information, participation and effectiveness.

Directors were evaluated on aspects such as qualification, attendance,
contribution at Board/Committee Meetings, guidance/support to the
management and engagement in Board deliberations. In addition, the
Chairman was also evaluated on key aspects of his role, including his
expertise, timely flow of information to the Board, setting the strategic
agenda of the Board, encouraging active participation by all Board Members.

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

Independent Directors

The Company has received declarations from all the Independent Directors
of the Company affirming compliance with the criteria of independence laid
under the provisions of Section 149(6) of the Act and under Regulation 16 (1)
(b) of Listing Regulations.

As per the Companies (Appointment and Qualifications of Directors) Fifth
Amendment Rules, 2019, all the Independent Directors of the Company
have registered with the Indian Institute of Corporate Affairs for inclusion of
their names in the comprehensive depository maintained by the Ministry of
Corporate Affairs.

As stipulated by the Code of Independent Directors pursuant to the Act and
the Listing Regulations, a separate meeting of the Independent Directors of
the Company was held on January 30, 2026 inter alia to:

(i) Evaluate the performance of Non-Independent directors and the
Board as a whole;

(ii) Evaluate the performance of the Chairman of the Company; and

(iii) Evaluate the quality, quantity and timelines of flow of information
between the executive management and the Board.

All Independent Directors were present at the meeting. The Directors
expressed their satisfaction with the evaluation process.

Familiarization Program for Independent Directors

All Independent Directors are familiarized with the operations and
functioning of the Company. The details of the training and familiarization
program are provided in the Corporate Governance Report forming part of
this Report.

Key Managerial Personnel

As on March 31, 2026, Mr. Manish Dedhia, Managing Director & Chief
Financial Officer and Ms. Gargi Sawant, Company Secretary & Compliance
Officer are the Key Managerial Personnel of the Company.

Ms. Swechha Shende, Company Secretary & Compliance Officer of the
Company resigned with effect from July 18, 2025.

Ms. Gargi Sawant, has been appointed as a Company Secretary & Compliance
Officer of the Company with effect from August 7, 2025.

COMMITTEES OF THE BOARD

With a view to have a more focused attention on various facets of business
and for better accountability, the Board has constituted various committees.
The statutorily mandated committees constituted under the provisions
of the Act and Listing Regulations are Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship Committee and
Corporate Social Responsibility Committee.

The Committees have been mandated to operate within their terms of
reference, approved by the Board to focus on the specific issues and ensure
expedient resolution on diverse matters.

The composition, committee meeting held, terms of reference and other
details of the above mentioned committees are provided in the Corporate
Governance Report forming part of this Report.

Whistle Blower Policy /Vigil Mechanism

As per the provisions of Section 177(9) and (10) of the Act and Regulation
22 of the Listing Regulations, the Company has adopted a Whistle Blower
Policy for establishing a vigil mechanism for Directors and Employees to
report genuine concerns about unethical behaviour, actual or suspected
fraud or violation of the Company's Code of Conduct and provide adequate
safeguards against victimization of persons who use such mechanism and
makes provision for direct access to the chairman of the Audit Committee
in appropriate or exceptional cases. The said policy has been hosted on the
Company's website athttps://www.mitsuchem.com/investors/policies/

Remuneration Policy

Pursuant to the provision of Section 178 of the Act and Regulation 19 of Listing
Regulations, the Board has, on the recommendation of the Nomination and
Remuneration Committee framed a policy relating to remuneration of the

Directors, Key Managerial Personnel, Senior Management Personnel and
other employees, along with the criteria for appointment and removal of the
Directors, Key Managerial Personnel and Senior Management Personnel of
the Company. The said policy is available on the website of the Company at
https://www.mitsuchem.com/investors/policies/.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of
the Act, the Directors of the Company state and confirm that:

a. in the preparation of the annual accounts for the financial year 2025-26,
the applicable accounting standards had been followed and there are
no material departures from the same;

b. the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the
company as at March 31, 2026 and of the profit and loss of the company
for that period;

c. the directors had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern
basis;

e. the directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively; and

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

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of
the Act read with the Companies (Meeting of Board and its powers) Rules,
2014 as on March 31, 2026 have been disclosed in the Notes to the Financial
Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the Corporate Social Responsibility (“CSR")
drive, the Company, through the Corporate Social Responsibility Committee
of Board of Directors, has undertaken projects in accordance with Schedule
VII of the Act and the Company's CSR policy. The Report on CSR activities
as required under the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed and marked as 'Annexure-II' which forms a part of
this Report.

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

The details of conservation of energy, technology absorption and foreign
exchange earnings and outgo as required under section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as below:

A. CONSERVATION OF ENERGY

The Company is making continuous efforts on ongoing basis to
conserve the energy by adopting innovative measures to reduce
wastage and optimize consumption. Some of the specific measures
undertaken are:

(i) Steps taken or impact on conservation of energy:

The company has taken various initiatives to conserve the energy
by adopting innovative measures to reduce wastage and optimize
consumption

1) Optimization of Cycle time by all means

2) Reduce setup time by implement SMED concept

3) Logical Buffer Management

4) Supply Chain Management

5) Exploitation

(ii) Steps taken by the company for utilizing alternate sources of
energy including waste generated:

During the year the company installed foam filling machine to
reduce plastic consumption (lower weight product with good
strength).

(iii) The capital investment on the energy conservation equipment's:

f 7.60 Lakhs

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

(i) The efforts made towards technology absorption:

The steps taken by the company are:

1. Installation of Foam Filling Machine

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

Foam Filling Machine installed to reduce plastic consumption.

(iii) The details of Imported Technology (imported during the last
three years reckoned from the beginning of the financial year):

Not Applicable.

(iv) The expenditure incurred on Research & Development: f 0.77
Lakhs

C. FOREIGN EXCHANGE EARNING AND OUTGO:

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the “Code of Conduct to regulate, monitor and
report trading by designated persons in Listed or Proposed to be Listed
Securities" of the Company (“the Insider Trading Code") in compliance with
the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended from time to time. This Code,
inter alia, lays down the procedures to be followed by designated persons
while trading/ dealing in Company's shares and sharing Unpublished Price
Sensitive Information ("UPSI").The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow,
while trading in listed or proposed to be listed securities of the Company.
The Company has also adopted the Code of Practice and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information (“the Code") in
line with the SEBI (Prohibition of Insider Trading) Amendment Regulations,
2018 and formulated a Policy for determination of 'legitimate purposes' as a
part of the Code. The Code also includes policy and procedures for inquiry
in case of leakage of Unpublished Price Sensitive Information (UPSI) and
aims at preventing misuse of UPSI. The Code is available on the Company's
website athttps://www.mitsuchem.com/investors/policies/. The Company
Secretary appointed serves as the Compliance Officer to ensure compliance
and effective implementation of the Insider Trading Code. Matters related to
insider trading code are reported to the Audit Committee.

RISK MANAGEMENT

The Audit Committee has been delegated the responsibility for monitoring
and reviewing risk management, assessment and minimization procedures,
developing, implementing and monitoring the risk management plan
and identifying, reviewing and mitigating all elements of risks which the
Company may be exposed to.

APPLICATION/PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 ("IBC")

During the financial year 2024-25, an application was made under IBC by the
Company against Cypet Technologies India Pvt. Ltd. During the year under
review, the order was passed in favour of the Company directing Cypet
Technologies India Pvt. Ltd. to pay the entire outstanding amount along with
interest and same amount was recovered during the year.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one¬
time settlement with the Banks or Financial Institutions who have extended
loan or credit facilities to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

During the year under review, there are no significant and material orders
passed by the regulators / Courts that would impact the going concern
status of the Company and its future operations.

AUDITORS

a) Statutory Auditors & their Report

Members of the Company at the 37^th AGM held on September 4,
2025 approved appointment of M/s. Gokhale & Sathe, Chartered
Accountants (Firm Registration No. 103264W) as Statutory Auditors
of the Company for a period of five (5) consecutive years from the
conclusion of that AGM till the conclusion of the 42^nd AGM pursuant
to the provisions of Section 139 of the Companies Act, 2013 and rules
made thereunder,

M/s. Gokhale & Sathe, Chartered Accountants have submitted their
Report on the financial statements of the Company for the FY ended
March 31, 2026, which forms part of this Report and it does not contain
any reservation, qualification or adverse remark. The comments in the
Auditors' Report read with notes to the accounts are self-explanatory.

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment & Remuneration of Managerial Personnel)

Rules, 2014, as amended, the members at the 37^th AGM of the Company
held on September 4, 2025 appointed Mr. Haresh Sanghvi, Practicing
Company Secretary (CoP No. 3675), as Secretarial Auditors of the
Company for a consecutive term of 5 (five) years with effect from FY
2025-26 to FY 2029-2030.

Secretarial Audit Report issued by Mr. Haresh Sanghvi in Form MR-3
forms part to this Report as “Annexure- IN". The said report does
not contain any observation or qualification requiring explanation or
adverse remark.

A Secretarial Compliance Report for the FY ended March 31, 2026 on
compliance of all applicable SEBI regulations and circulars/guidelines
issued thereunder, was obtained from Mr. Haresh Sanghvi, Practising
Company Secretary and submitted to the Stock Exchange.

c) Internal Audit

Pursuant to the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, the Company's internal auditors
have furnished quarterly reports which were pursued by Audit
committee as well as Board of Directors.

d) Reporting of Frauds

There was no instance of fraud during the year under review, which
required the Auditors to report to the Audit Committee and/or Board
under Section 143(12) of Act and Rules framed thereunder.

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

The Company is committed to providing a safe, non-discriminatory and
non-hostile work environment that is free from any form of intimidation or
harassment that is sexual in nature. This is to maintain a workplace where
all the employees are considered equal and where the dignity of each
employee is respected and protected. In line with the said commitment, the

Company has adopted a Sexual Harassment Policy in line with the provisions
of Sexual Harassment of Women at Work place (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is
to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental
thereto, with the objective of providing a safe working environment, where
employees feel secure. The Policy is available at the Registered Office of
the Company and is accessible to all the employees of the Company. The
Company has not received any complaint during the FY under review.

COMPLIANCE WITH MATERNITY BENEFIT

The Company continues to prioritise the welfare and supportive measures
for women employees, ensuring full compliance with the Maternity Benefit
Act, 1961.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits
within the meaning of Sections 73 to 76A of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under
review as required under Regulation 34 read with Schedule V of the Listing
Regulations is annexed to this Report as “Annexure-IV".

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Auditor of the
Company regarding compliance of the conditions of Corporate Governance
as stipulated in Part C of Schedule V of the Listing Regulations, are provided
in a separate section forming part of this Report as “Annexure V".

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference
to the financial statements. Internal audits are undertaken on a quarterly
basis by Internal Auditors covering all units and business operations to

independently validate the existing controls. Reports of the Internal Auditors
are regularly reviewed by the management and corrective action is initiated
to strengthen the controls and enhance the effectiveness of the existing
systems. The Audit Committee evaluates the efficiency and adequacy of
the financial control system in the Company and strives to maintain the
standards in the Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act
during the F.Y. were in the ordinary course of business and on an arm's length
pricing basis and do not attract the provisions of Section 188 of the Act. There
were no materially significant transactions with the related parties during
the FY. which were in conflict with the interest of the Company and hence,
enclosing Form AOC-2 is not required. Suitable disclosure as required by the
Accounting Standard (AS 18) has been made in the notes to the Financial
Statements.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details are required under
Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report as "Annexure VI".

During FY 2025-26, no employee, whether employed for whole or part of
the year, was drawing remuneration exceeding the limits mentioned under
Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
(BRSR)

As stipulated under regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the business responsibility and
sustainability report describing the initiatives taken by the company from an
environmental, social, and governance perspective is enclosed and forms
part of the annual report as "Annexure VII".

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRSR
as part of the Annual Report for top 1000 listed entities based on market
capitalization. The company is voluntarily adopting the same.

STATUTORY COMPLIANCE

The Company has complied with all the statutory requirements. A declaration
regarding compliance of the provisions of the various statutes is also
made by the Managing Director. The Company ensures compliance of the
Companies Act, 2013, Listing Regulations and various statutory authorities
on quarterly basis in the Board Meeting. The Company has complied with
all the applicable mandatory Secretarial Standards during the year under
review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial
Standards.

APPRECIATION & ACKNOWLEDGEMENTS

The Board of Directors wish to convey their deep appreciation to all the
stakeholders including but not limited to the Government Authorities,
Bankers, Customers, Vendors and Consultants/Advisors of the Company for
their sincere and dedicated services as well as their collective contribution to
the Company's performance.

The Board of Directors appreciate the continued support and the confidence
given by each Shareholder of the Company and also value the contribution
made by every Employee of the Company.

For and on behalf of the Board of Directors of
Mitsu Chem Plast Limited

Jagdish Dedhia

Chairman & Whole-Time Director
DIN : 01639945

Date : May 02, 2026
Place : Mumbai