Your Directors present herewith the 12th Annual Report on the business & operations of the Company alongwith the Audited Statement of Accounts for the financial year ended 31st March, 2026.

1. Financial Results

A summary of standalone and consolidated Financial Performance of the Company for the financial year ended on 31st March 2026 are summarized below:

2. Operating Performance / State of Affairs of the Company

Details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

A detailed analysis of the Company's operations, future expectations and business environment has been given in the Management Discussion & Analysis Report which is made an integral part of this Report and marked as Annexure "A".

3. Financial Performance 2025-26

During the Financial Year 2025-26, the Company incurred a profit after tax of Rs.236.08 Lakhs on standalone basis. On consolidated basis the profit after tax stood at Rs.1171.68 Lakhs.

There is no change in the nature of business of the Company. There were no significant or material orders passed by regulators, courts or tribunals impacting the Company's operation in future.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year i.e. 31st March 2026 and date of this report.

4. Dividend

The Board of Director has not recommended any dividend on equity shares for the period under review.

5. Amount transferred to Reserves

Your Company has not transferred any amount to Reserves for the year ended 31st March, 2026.

6. Public Deposits

The Company has not accepted any deposits from the public and as such there are no outstanding deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules 2014. There was no public deposit outstanding as at the beginning and end of the financial year 2025-2026.

7. Share Capital

As on 31st March, 2026, the Authorized Share Capital of the Company stood at Rs.15,00,00,000/- (Rupees fifteen crore) divided into 1,35,00,000 (One crore thirty five lakhs) Equity Shares of Rs.10/- (Rupees ten) each and 15,00,000 (fifteen lakhs) Preference Shares of Rs.10/- (Rupees ten) each and there is no change in the authorised capital during the year. Paid up Share capital comprised of 1,00,03,102 Equity Shares with a face value of Rs.10/- (Rupees ten) each totaling to Rs.10,00,31,020/-(Rupees ten crore thirty one thousand twenty).

Your Company has not issued any shares/securities during the Financial Year 2025-26.

8. Subsidiary, Associate and Joint Venture

As on 31st March, 2026, the Company has 4 (four) subsidiaries viz. Champaran Marketing Co. Ltd., Hargaon Investment & Trading Co. Ltd., OSM Investment & Trading Co. Ltd. and Hargaon Properties Ltd.

During the year under review, Morton Foods Limited (MFL) ceased to be a subsidiary and become an associate Company with effect from 18th November, 2025 on account of ceasing to have control over MFL.

The Company has in place a policy for determining material subsidiaries in line with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and can be accessed at https://www.birla-sugar.com/Assets/ Palash/Policy-for-determining-Material-Subsidiary.pdf

The consolidated financial statements presented by the Company include financial information of its subsidiaries/associate companies prepared in compliance with applicable Accounting Standards.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statement of subsidiaries/associate companies in Form AOC-1 forms part of this Report as Annexure "G".

9. Human Resources

The Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes, fair transparent performance evaluation and taking new initiatives to further align its Human Resource policies to meet the growing needs of its business.

10. Directors

As on 31st March, 2026, the Board of Directors of the Company comprised of 6 (six) Directors, consisting of 4 (four) Independent Directors, 1(one) Non-Executive Non- Independent Director and 1 (one) Executive Director. Ms. Shalini Nopany, Non-Executive Woman Director is the Chairperson of the Company.

The Board has an optimum combination of Executive, Non-Executive and Independent Directors possessing varied skills, knowledge and professional experience, which collectively contribute to the effective functioning and governance of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Shalini Nopany (DIN: 00077299) will retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

During the year Mr. Chand Bihari Patodia (DIN: 01389238) ceased to be Managing Director and Key Managerial Personnel of the Company on completion of his term on 29th March, 2026. Based on the recommendation of Nomination and Remuneration Committee and subject to the approval of shareholders of the Company, the Board of Directors has appointed Mr. Suraj Kumar Agrawal (DIN: 03260442) as Managing Director and Key Managerial Personnel of the Company for a period of 3 (three) years with effect from 30th March, 2026.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In pursuance of the provisions of the Companies Act, 2013 and according to Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Performance Evaluation Criteria has been laid down for effective evaluation of performance of the Board of Directors, the Committees thereof and individual Directors including the Chairperson of the Company. After detailed discussion at Board level as well as taking input from each Director, Nomination and Remuneration Committee finalized the format / questionnaires containing various parameters to evaluate the performance of Board and its committee(s), Individual Directors and Chairperson of the Company. The performance evaluation parameters are based on their roles and responsibilities, contribution to the Company's goals, decision making process, flow of information and various other aspects. The evaluation of performance of the Board as a whole, Committees of the Board, Individual Directors including the Chairperson of the Company was carried out for the Financial Year 2025-26. Nomination and Remuneration Committee evaluated the performance of the individual Director.

The Independent Directors in their separate meeting held on 13th February, 2026 carried out the evaluation of the Board of Directors as a whole, Chairperson of the Company and Non-Independent Directors. The evaluation of Independent Directors was carried out without the presence of concerned Director.

The Chairman of Nomination and Remuneration Committee has submitted report of the respective evaluations to the Chairperson of the Company. Based on the questionnaires received from the Directors and considering the reports of Chairman of Nomination and Remuneration Committee, the Board has evaluated its own performance and that of its committees and individual directors including independent directors.

A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India ("SEBI") /Ministry of Corporate Affairs ("MCA") or any such statutory authority, is enclosed as Annexure "E" to this Report.

11. Key Managerial Personnel

The following directors / executives of your Company are whole-time Key Managerial Personnel (KMPs) as on 31st March, 2026 in accordance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Suraj Kumar Agrawal - Managing Director

b) Mr. Deepak Kumar Sharma - Chief Financial Officer

c) Mr. Vikram Kumar Mishra - Company Secretary

Mr. Chand Bihari Patodia ceased to be Managing Director and Key Managerial Personnel of the Company upon completion of his term on 29th March, 2026. Mr. Suraj Kumar Agrawal (DIN: 03260442) was appointed as the Managing Director and Key Managerial Personnel of the Company with effect from 30th March, 2026 subject to the approval of shareholders of the Company.

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to Directors & employees of the Company and a declaration to the said effect made by the Managing Director forms part of this. The Code is available on the Company's website at the weblink https://www.bida-sugar.com/Assets/Palash/Code-of-Conduct.pdf

12. Remuneration Policy

The Board of Directors has framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of the Company.

The Nomination and Remuneration Committee has also framed criteria for performance evaluation of every Director and accordingly has carried out the performance evaluation during the year under review.

The Nomination and Remuneration Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors, Key Managerial Personnel (KMP) and other senior management personnel of the Company. The Nomination and Remuneration Policy also contains provisions about the payment of fixed & variable components of remuneration to the Managing Director and payment of sitting fee & commission to the non-executive directors.

The said Policy is available at the website of the Company at the weblink https://www.birla-sugar.com/Assets/Palash/ Nomination-and-Remuneraion-Policy.pdf .

13. Familiarisation Programme

Periodic presentations are made at the Board Meetings with respect to business performance and updates on business strategy of the Company. The details of the familiarisation programme (other than through meeting of Board and its Committees) imparted to Independent Director are uploaded on the website of the Company and available at the weblink https://www.birla-sugar.com/Assets/Palash/Familiarisation-Programme.pdf

14. Corporate Social Responsibility Policy

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

15. Board Meetings

A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on a collective consensus basis amongst the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the financial year ended 31st March 2026, 6 (six) Meetings of the Board of Directors of the Company were held. The details of the Board Meetings held during the financial year 2025-26 have been furnished in the Corporate Governance Report forming part of this Annual Report.

The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.

16. Committees of the Board

As on 31st March, 2026, the Company has following Board's Committees duly constituted in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

• Audit Committee

• Nomination and Remuneration Committee •y Stakeholders Relationship Committee

Details such as terms of reference, composition and number of meetings held during the financial year 2025-26 for the aforesaid committees are separately provided in the Corporate Governance Report, which forms part of this Report.

Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

17. Loans, Guarantee and Investments

During the year under review, the Company has not given any loans and corporate guarantees covered under the provisions of Section 186 of the Companies Act, 2013. Details on particulars relating to investments under Section 186 of the Companies Act 2013 are given in Notes of the financial statements.

18. Related Party Contracts / Arrangements

All Related Party Transactions entered during the year were on arm's length basis and in the ordinary course of business. There have been no materially-significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large. Accordingly, disclosure of contracts or arrangements with Related Parties as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The Company has in place a Related Party Transactions Policy for purpose of identification and monitoring of such transactions and accordingly all Related Party Transactions are placed before the Audit Committee and the Board for approval. The Related Party Transaction Policy can be accessed on the website of the Company at the weblink https://www.birla-sugar.com/Assets/Palash/Related-Party-Transaction-Policy%20-15.05.2026-Palash.pdf

The details of related party transactions entered during the year as per the provisions of Indian Accounting Standard ("Ind AS") 24 have been disclosed in the Notes to the Financial Statements.

19. Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

20. Internal Financial Controls

The Company has laid down internal financial control's, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company's policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors. The evaluations of these internal financial controls were done through the internal audit process and were also reviewed by the Statutory

Auditors. Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31st March, 2026, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

21. Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism and adopted whistle blower policy, pursuant to which whistle blowers can report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct and instances of leak of Unpublished Price Sensitive Information which are detrimental to the Company's interest. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail of this mechanism. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company at https://www.birla-sugar.com/Assets/Palash/Whistle-Blower-Policy-Palash-29-5-24.pdf .

During the year, the auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

22. Corporate Governance & Annual Return

Your Directors strive to maintain highest standards of Corporate Governance. The Corporate Governance Report for the Financial Year 2025-26 is attached as Annexure "B" to this Report.

The declaration of the Managing Director confirming compliance with the 'Code of Conduct' of the Company is enclosed as Annexure "C" to this Report and Auditor's Certificate confirming compliance with the conditions of Corporate Governance is enclosed as Annexure "D" to this Report.

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return for the Financial Year 2025-26 is available on the website of the Company and can be accessed at https://www.birla-sugar.com/Shareholders-Info-1/Palash-Annual-Returns

23. Auditors, Audit Qualifications and Board's Explanations Statutory Auditors

The shareholders of the Company, at the AGM held on 25th August, 2021, had re-appointed Messrs Agrawal Subodh & Co, Chartered Accountants, (Firm Registration No. 319260E), as Statutory Auditors of the Company to hold office for another term of 5 (five) consecutive years from the conclusion of the Seventh AGM of the Company held on 25th August, 2021 till the conclusion of twelfth AGM of the Company. Messrs Agrawal Subodh & Co., Chartered Accountants, will retire at the conclusion of the ensuing 12th AGM of the Company.

The Board places on record its appreciation of the services rendered by Messrs Agrawal Subodh & Co., during their association with the Company. The Notes to the Financial Statements read with the Auditor's Reports are self-explanatory and therefore, do not call for further comments or explanations. There has been no qualification, reservation, adverse remark or disclaimer in the Auditor's Reports.

On the recommendations of the Audit Committee, the Board recommends to the shareholders of the Company, the appointment of Messrs Singhi & Co, Chartered Accountants, (Firm Registration No. 302049E), as the Statutory Auditors of the Company to hold office from the conclusion of 12th AGM of the Company till the conclusion of 17th AGM of the Company to be held in the year 2031.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the Annual General Meeting held on 24th September, 2025 has approved the appointment of Messrs M R & Associates, Company Secretaries, Kolkata, (Firm Registration Number:P2003WB008000) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years commencing from Financial Year 2025-2026 to 2029-2030.

The Secretarial Audit Report for the Financial Year 2025-26 issued by the Secretarial Auditor is annexed to this Report as Annexure "F" and which is self-explanatory and do not call for further clarification. There is no qualification, reservation or adverse remark or disclaimer made by the Auditor in their report.

In addition to the above, pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit Reports of the material unlisted subsidiaries of the Company viz-a-viz Champaran Marketing Co Ltd., Hargaon Investment & Trading Co. Ltd., and OSM Investment & Trading Co. Ltd. are also annexed to this Report as Annexure "F1", Annexure "F2", Annexure "F3" respectively.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, and The Companies (Accounts) Rules, 2014, your Company has, on the recommendation of the Audit Committee re-appointed Messrs M Parasrampuria & Co., Chartered Accountants to conduct Internal Audit of the Company for the financial year 2026-27.

Cost Audit

The Companies (Cost Records and Audit) Rules are not applicable on the Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by the Company's officers or employees to the Audit Committee, as required under Section 143(12) of the Act

24. Investor Education and Protection Fund

The provisions pertaining to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, are not applicable to your company.

25. Compliance with the Secretarial Standards

During the year, your Company has complied with the applicable Secretarial Standards specified by the Institute of Company Secretaries of India.

26. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013

The Company is committed to providing a safe, healthy and congenial work environment for all employees, irrespective of gender, caste, creed or social class of the employees. There being no women employees in the Company as on 31st March, 2026, the provisions relating to the constitution of an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were not applicable to the Company.

During the year under review, no complaint / case was either filed or pending pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Compliance with Maternity Benefit Act 1961

As there was no woman employee in the Company during the year, the compliance with the provisions of the Maternity Benefit Act, 1961 were not applicable on the Company.

28. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The provisions of Section 134(3)(m) of the Companies Act, 2013 do not apply to the Company. There was no foreign exchange inflow or outflow during the year under review.

29. Particulars of Employees and Managerial Remuneration

During the current financial year 2025-26, there was no employee in the Company who was in receipt of remuneration as required to be disclosed under Section 197 of Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each director to the median remuneration of the employees of the company is not applicable for the current financial year. The percentage increase in remuneration of other directors and Chief Financial Officer in the current financial year has been nil. The percentage increase in the remuneration of the Company Secretary is not comparable with the previous financial year 2024-25, as the Company Secretary received remuneration for only part of the previous financial year 2024-25. The percentage increase in the median remuneration of employees in the financial year is nil for the current financial year. There is one permanent employee on the rolls of Company. The details of average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof is not applicable. Detail of remuneration paid to the Directors and Key Managerial Personnel for the financial year 2025-26 forms part of the Corporate Governance Report and Notes to Financial Statements respectively. The Remuneration to all the Directors and Key Managerial Personnel is as per the remuneration policy of the Company.

30. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

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

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2026 and of the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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 the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

31. CEO/CFO Certification

Mr. Suraj Kumar Agrawal, Managing Director and Mr. Deepak Kumar Sharma, Chief Financial Officer have submitted certificates to the Board as contemplated under Regulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Since your Company does not have a designated Chief Executive Officer, the aforesaid certificate is being signed by Mr. Suraj Kumar Agrawal, Managing Director of your Company which is in line with the Frequently Asked Questions issued by Securities and Exchange Board of India.

32. Other Disclosures

a) There is neither application nor any proceeding pending under the Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the financial year.

b) There has been no instance of any bank or financial institutions one-time settlement.

33. Acknowledgement

Your Directors wish to express their sincere thanks to the bankers and other stakeholders for their continued co-operation and assistance.