Nitta Gelatin India Ltd Directors Report

To

THE MEMBERS OF

NITTA GELATIN INDIA LIMITED

Your Directors have pleasure in presenting the 50th Annual

Report and the audited financial statements (Standalone and Consolidated) of your Company for the year ended 31st March, 2026.

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, 2026 was 8,024.44 Lakhs comprising of 4,00,00,000 Equity Shares of 10/- each totaling to 4,000.00 Lakhs, 929,412 Optionally Convertible Non-Cumulative Preference Shares (OCPS) of 170/- each totaling to 1,580.00 Lakhs, 2,00,00,000 Optionally Convertible Non-Cumulative Preference Shares of 10/- each totaling to 2,000.00 Lakhs and 44,44,444 Redeemable Preference Shares of 10/- each totaling to 444.44 Lakhs.

CONSISTENT OPERATING PERFORMANCE

Your Company delivered a strong financial performance during the year under review despite the impact of US tariff measures, changes in trade policies and global geopolitical developments on export pricing, demand, supply chains and margins. This was supported by turnover from the expanded capacity of the Collagen Peptide project and strong domestic market demand. Your Company continues to closely monitor developments, diversify customer base and markets, optimize costs and strengthen operational efficiencies to mitigate such challenging situations. The gross revenue from the operations of your Company during the year under review was 588.30 Crores as compared to 527.44 Crores in the previous year. Profit before tax was 145.60 Crores as against 109.67 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 and the impact of US tariff measures. However, the Company was able to increase the gelatin volume by 6.6%. The volume of Collagen Peptide sales increased by 57% compared to last year, but the average realisation per unit has declined by 14.5% because of change in mix. The average realization of the byproduct- Di-Calcium Phosphate has improved due to better demand from the poultry sector by 13.7% and volume by 9%. Your Company also received dividend from its subsidiary, Bamni Proteins Limited. During the year under review, the international crushed bone prices have softened which facilitated your Company to buy the same resulting in higher yield/quality instead of the domestically procured crushed bone which has helped in its export business by addressing the customers product quality requirements. The price of Hydrochloric acid and lime, the other raw materials has also decreased during the year under review. These factors contributed to enable the company to post strong growth in Profit Before Tax for the year under review.

Economic Scenario - Domestic and Global Market

Your Companys 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 such as Free Trade Agreements. Both these segments 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.

During the year under review, with the imposition of US tariffs and related uncertainties, your product Gelatin became uncompetitive in the US market for a substantial period of time. Your company responded by reducing its exposure in the US market and shifted the volumes to its domestic market, where it could see robustness in Gelatin demand in the soft capsule segment. The Company looks forward to bounce back in the US market aided by India US Free Trade Agreement.

Plant utilization

Your Company was able to run its Gelatin plant at its full capacity during the year 2025-26, despite headwinds in the global Gelatin market by suitably rearranging the customer and product mix. The Company was able to maintain its competitivenes 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 has been completed and commissioned in the second quarter of the Financial Year 2025-26. Commercial production from the new plant was also commenced in the second Quarter of the Financial Year 2025-26.

The ongoing Gelatin Expansion Project is progressing as per schedule and is expected to enable your Company tap the opportunities in the growing Gelatin market especially in the context of rising preference for hard/ soft capsules as 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, 33% of the total sale of Gelatin and 69% 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) The availability of Crushed Bone, which is the major raw material of the Company has been stable during the year. Owing to the emergence of Hide as a competitive raw material for Gelatin manufacturing globally, the price of Gelbone (premium quality Crushed Bone) reduced significantly. Your Company has utilized this opportunity and has imported substantial quantity of Gelbone during the year. All these imports of bone are under advance authorization scheme as envisaged in the EXIM policy of the Government of India. This has helped your Company to reduce its dependency on domestic raw materials and has cost advantage as well. The Company was able to maintain adequate levels of raw material inventory at all its manufacturing locations. The Company has also successfully developed cost effective raw material vendors and sources during the year under review which is expected to aid the profitability in the coming years.

(iii) During the year 2025-26 as compared to the year 2024-25, prices of Limed Ossein, Gelatin and Bovine Peptide dropped by 9%, 3% and 9% respectively. The price of Ossein, Di Calcium Phosphate and Fish Peptide increased by 2%, 14% and 8% respectively. Price negotiations with raw material suppliers and finished product customers are carried out on a regular basis to protect the margins.

(iv) 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. (v) 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. Projects for installation of solar plants in two divisions are in progress (1.18 MW for Gelatin Division (GD) and 0.78 MW for Ossein Division (OD)). While the price of LNG has increased marginally during the year under review, the unit price of electricity, firewood, furnace oil and coal has decreased during the year. The installation of new Direct Heating system was done at Ossein Division during the year under review which has reduced the drying cost as well as cost of disposal of solid waste.

In Gelatin Division, a drier was installed to use flue gas from boiler. This is expected to reduce the biomass quantity by 50% due to reduction in moisture and thus reducing the cost of disposal of biomass. (vi) The Company has automated the process of DCP reaction pumping in Ossein Division. In Gelatin

Division, mechanization of Hide unloading process has been implemented leading to reduced labour requirements. Further the documentation, monitoring and review of Standard Operating Procedures and lab information systems was digitised. In addition, your Company has also implemented energy management monitoring systems for review of process wise consumption of utilities such as electricity, water and steam. The reports generated from the system helped the Company to keep a tab on high energy zones for taking corrective actions in a timely manner thus enabling an overall control on the processes. Your Company has migrated from SAP ECC to SAP S4 Hana software. SAP S4 Hana has its features like advanced work flows with robust controls, MRP for planning requirements and latest technology for production and costing modules. S4 Hana database concept is ‘in memory which enables faster data processing capabilities as against conventional data base in the earlier ECC version. The proposed warehouse management module includes bar coding and use of hand held devices for real time identification and tracking of materials. Such data will be integrated with SAP also. (vii) Freight and shipping costs have increased substantially during the year, owing to the geopolitical situation.

(viii) The Company could reduce its finance cost by negotiating with the Banks for competitive rates for its working capital requirements. The Companys robust financial liquidity has also helped to rely more on internal accruals than on bank loans 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. (ix) The Pollution Control Board has renewed the validity of the Consent to Operate upto 30th June 2028 for Ossein and Gelatin Divisions. The Company has submitted application for renewal of consent to operate for the Reva Division which is in process.

Sustainability

Sustainability remains integral to your Companys vision, mission and core values. The Companys sustainability framework is guided by the triple bottom line approach, with a focus on People, Planet and Profit, thereby creating long-term value for all stakeholders.

Your Company continues to strengthen its commitment to sustainable and socially responsible business practices across all areas of operations. Its sustainability strategy is primarily built around the following key pillars:

1. Environmental Sustainability

Focus on reduction in the consumption of water, energy, fuel and plastics, along with effective solid waste management and resource optimization.

2. People Sustainability

Focus on employee safety, health and well-being, talent development, engagement, rewards and recognition.

3. Social Sustainability

Focus on Corporate Social Responsibility initiatives in the areas of education, healthcare, women empowerment, sports etc.

4. Economic Sustainability

Focus on cost optimisation, supply chain efficiency and growth initiatives, including capacity expansion in Gelatin and Collagen Peptides.

The Company aspires to set new benchmarks in the Indian Gelatin industry and beyond, through World-class sustainability practices. Gelatin and Collagen Peptides are manufactured from by-products of the meat and farmed fish industries, thereby enabling the productive utilisation of renewable and responsibly managed resources. These products are natural proteins, free from preservatives and additives, aligned with clean-label standards and evolving consumer preferences for healthy and sustainable products.

As part of the circular economy, the Companys products make a positive contribution to sustainability through the efficient conversion of industry by-products into high-value ingredients. Sustainability considerations are embedded across the business value chain—from product innovation and market development to capital investments and day-to-day operations.

FINANCIAL HIGHLIGHTS

The operations of the Company for the year 2025-26 has resulted in a pre-tax profit of 145.60 Crores (as against a pre-tax profit of 109.68 Crores during the year 2024-25). Details are as under:

(Amount in Crore)

Particulars	For the year ended 31 March, 2026	For the year ended 31 March, 2025
Sales (including export incentives and net of GST)	588.31	527.45
Other Income	25.77	9.97
TOTAL	614.08	537.42
Net Profit before Depreciation	160.56	110.90
Exceptional item	Nil	12
Net Profit after exceptional item before depreciation	160.56	122.9
Deducting therefrom:
Depreciation	14.96	13.23
Provision for Tax
- Current Tax	34.41	25.55
- Income Tax relating to earlier years	0.43	0.12
- Deferred Tax	0.16	1.8
Profit after Tax from continuing operations	110.60	82.2
Other comprehensive income/(loss) net of tax	(0.64)	(0.02)
Total comprehensive profit for the year	109.96	82.18
Profit brought forward from previous year	224.72	147.97
Current Years profit available for appropriation	110.60	82.2
Appropriations:
Final dividend on Equity Shares - paid	7.26	5.45
Total	7.26	5.45
Balance profit carried forward to next year	328.05	224.72
Earnings per share ()
- Basic	121.81	90.54
- Diluted	121.81	90.54

DIVIDEND

Considering the Companys performance, the Board has recommended a dividend of 7/- per share i.e. 70 % of the face value of 10/- per share on the Equity Capital for the year ended 31st March, 2026. The Board has also recommended a dividend @ 7.65063% on the 44,44,444 Redeemable Preference Shares of the face value of 10/-each for the year ended 31st March, 2026. 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 669.54 Lakhs ( 760.33 Lakhs in the financial year 2024-25) comprising of 34 Lakhs on Preference Shares ( 34 Lakhs in the financial year 2024-25) and 635.54 Lakhs on Equity Shares ( 726.33 Lakhs in the financial year 2024-25).

As per the information received from the dividend bankers, there is an unclaimed dividend of 1,17,630/-pertaining to the year 2018- 19. The unclaimed dividend shall be transferred to the Investor Education & Protection Fund after giving due notice to the members.

RESERVES

The Company has transferred an amount of 1,580 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 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 1,609 Lakhs and other appropriate adjustments.

The reserves as on 31.03.2026 comprise of Security Premium Reserve of 2,895.90 Lakhs, equity contribution on External Commercial Borrowings and Preference Share Capital of 984.43 Lakhs, Special Export Reserve of 79 Lakhs, General Reserve of 7,836.64 Lakhs, Capital Redemption Reserve of 1,580 Lakhs, Retained earnings of 32,805.48 Lakhs, Capital Reserve of 2,750.62 Lakhs, Hedge Loss of 22.05 Lakhs and other comprehensive loss of 314.13 Lakhs aggregating to 48,595.89 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, 2026 and such loans, guarantees and investments are within the limits prescribed under that Section.

CREDIT RATING

For Bank loan facilities of 97.9 Crores, long term rating of CRISIL A- Stable (re-affirmed) and short-term rating CRISIL A2+ (re- affirmed) has been obtained.

AWARDS & ACCOLADES

During the year, the Company received various recognitions like:

a. Gold Category Award for energy conservation emission reduction activities in SEEM Awards - 2024.

b. Gold Category Recognition from CII for Business Excellence maturity assessment programme-2025.

c. MKK Nayar productivity Award 2025 for the Best Productivity Performance in the category of Large Industries.

d. Ossein Division won Gold Category Award in the Kerala State Productivity Council- Kaizen Competition-2025.

e. Ossein Division won the Sreshta Suraksha Puraskar-2026 (1st Prize) from National Safety Council.

f. The Company won National CSR Award from Rotary Institute India.

g. Gelatin Division won the Silver category Award for presenting case study under renovative category at the 54th CII National KAIZEN Competition.

h. Ossein Division won the Gold category Award for presenting case study under Breakthrough category at the 54th CII National KAIZEN Competition.

i. Gelatin Division won the Gold category Award for presenting case study under innovative category at the 54th CII National KAIZEN Competition.

j. Ossein Division received Gold prize in 7th National CII-

IQ Safety practice competition.

The following certifications, mandatory/ desirable in its line of business are retained by your Company: -

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

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

(c) CAPEXIL plant approval certificate for the export of Ossein, Gelatin and Collagen Peptide and CAPEXIL Animal By-Product (ABP) certificate for Gelatin.

(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 and Collagen 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 & JUHF)/Kosher Certification for Gelatin, Collagen Peptide & Ossein. JUHF Halal for Di-Calcium Phosphate.

(l) ISO: IEC 17025:2017 NABL Accreditation for in- house laboratory, 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) EOT certification in TPM - Gelatin Division & Ossein Division.

HEALTH, SAFETY AND ENVIRONMENT

Compliance with relevant regulations and effective management of the related issues is an integral part of the Companys philosophy: at

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 In addition to the Companys 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/clinics. Various training programs and safety campaigns are conducted at the plants 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 certification, which is a testimony to the Companys commitment in this area. The following were the major activities carried out during the year:

• Various training and campaign programs were conducted to improve Occupational Health and Safety awareness.

• A digital platform has been implemented for leading and lagging indicator reporting in the three Divisions.

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

• Fire licenses were renewed at OD and GD.

• Visual operating procedures have been developed for critical activities, including versions in the local language.

• Migrant labourers and permanent workers attended Occupational Health and Safety training conducted by the Factories and Boilers Department, with one program hosted by OD.

• A comprehensive LOTO (Lockout/ Tagout) assessment and LOTOT orientation training were conducted in GD and OD.

• BBS leadership and champion development programs were conducted in GD and OD.

• Safety day/week celebrations were held in all the three divisions. Various programs, demonstrations and competitions were conducted.

• Mock drills were conducted for equipping the employees for handling emergencies at the three 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.

• Ossein Division received "Sreshta Suraksha Puraskar" from National Safety Council.

• In order to enhance the Health, Safety & Environment at workplace, various items introduced such as AI-integrated forklift collision prevention system, Leading and lagging indicator online reporting platform, Laboratory spill pallets, pull cord switches for conveyor, Exhaust system in hide to enhance cross ventilation, new used oil storage area, new first aid room 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 of in authorized locations. Ambient air quality is monitored on a regular basis and ensured for its compliance. The Companys 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. With a view to reducing the greenhouse effect, the Company is focusing on greenery development at all its locations. Various CSR activities are carried out focusing on environmental aspects.

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.

• Comprehensive Environmental audit conducted by Bureau veritas.

New primary and secondary clarifiers were constructed in GD and commissioned.

• A new dryer has been installed in GD.

• A new used oil storage facility has been constructed in GD.

• Consent to Operate has been received for the peptide expansion and Consent to Establish has been received for the Gelatin expansion.

• Laboratory spill containment pallets have been introduced for all hazardous chemicals and sample bottles.

• A hot air generator has been installed in OD for direct heating of biomass using flue gas.

The RVDF has been repositioned to maximize biomass drying efficiency.

• ETP chemical consumption has been reduced in the Ossein Division.

• Sapling plantations have been carried out as part of green belt development in the Ossein and Gelatin Divisions.

• ETP chemical consumption reduction initiatives have been implemented in the Reva Division.

• A lime feeding system has been installed in the boiler to reduce SOx and NOx emissions.

• Additional odour control spray machines have been installed in the crushed bone charge area, main gate area and near the workshop.

• The biomass shed has been expanded.

The HCL scrubber system has been modified with an improved water circulation and recovery system.

The lime scrubbing system has been modified to incorporate a water scrubbing system.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments between the close of financial year and the date of the report affecting the financial position.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has formulated a well-structured Corporate Social Responsibility ("CSR") Policy that provides strategic focus and direction to its CSR initiatives. The key areas of focus under the Policy include healthcare, education, rural development and other socially relevant sectors. Your Company remains committed to identifying and supporting meaningful programmes aligned with these focus areas. The CSR Policy is available on the Companys website in the below link: https://gelatin.in/uploads/homecontent/ CSRPOLICY_20230210052849.pdf During the Financial Year, the various CSR initiatives undertaken by the Company have significantly benefitted the local communities surrounding its manufacturing locations.

The CSR projects undertaken by the Company are relatable to Schedule VII of the Companies Act, 2013. The total CSR expenditure incurred by the Company during the year was 1,95,65,551/-. The Company has spent an excess amount of 6,34,551/-which is intended to be set off against the amount to be spent for CSR activities upto immediately succeeding three financial years.

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 2025-26.

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 COMPANYS 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 Companys policy on materiality of Subsidiaries specifying the criteria for determining the Material Subsidiaries is available in the Company Website- www.gelatin.in . The Company has only one Subsidiary viz, Bamni Proteins Ltd. which is not a Material Subsidiary as on 01st April 2026.

SUBSIDIARY COMPANY BAMNI PROTEINS LIMITED

The factory at Bamni Proteins Ltd continues to remain closed, based on the decision of the Company that any technically and financially feasible solution would involve substantial capital expenditure in addition to operating expenses considering the volume of effluents that needs to be handled based on the Companys scale of operations. Various ways of disposing the assets as well as potential merger are being explored in consultation with the Promoters of the Company.

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.

COMMENTS ON STATUTORY AUDITORS REPORT

On the Independent Auditors observation vide para 17(h)(vi) of their report on standalone financial statements, the details of exceptions and the management responses are given below:

Details of exception	Management response
The audit trail feature was not enabled at the database level for accounting software SAP ERP to log any direct data changes, used for maintenance of all accounting records by the Company.	The Companys SAP ERP environment is designed with inherent application-level and infrastructure-level access controls that restrict direct access to the underlying database. Users interact with the system only through the SAP application layer and direct connectivity to the database is not permitted.
	The SAP application architecture does not expose the underlying database tables or storage structures to end users through the application interface. Accordingly, any direct database-level manipulation through backend operations is technically restricted within the system environment. Similarly, Developers do not have direct access to the underlying database environment for execution of database-level modification commands.
	Accordingly, any changes to accounting records can only be performed through the SAP application environment in accordance with configured workflows, authorization controls and system protocols. Management believes that these preventive access controls substantially mitigate the risk of unauthorized modification of accounting data at the database level.
The accounting software used for procurement operations retains the audit trail only for a period of 30 days at the database level. In the absence of evidence, we are unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year.	Access to database modification functionalities is restricted and not available to end users. Management believes that the existing access restriction controls significantly mitigate the risk of unauthorized data modification, alteration or deletion.
The accounting software used for maintenance of retail sales is operated by a third-party software service provider. In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the Independent Service Auditors Assurance Report on the Description of Controls, their Design and Operating Effectiveness (Type 2 report issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year.	The Company uses Zoho Books, a cloud-based accounting application operated and managed by a third-party service provider. The application maintains an audit trail, capturing details of transactions and changes performed within the system, including the nature of the change, timestamp and user identification details.
	The audit trail functionality enables tracking of key attributes including: date and time of the activity performed (When), module in which the activity was carried out (Where), nature of the modification performed (What) and user performing the activity (Who). The system also maintains version history for changes made to records, enabling traceability of modifications over time.
	Management has evaluated the audit trail functionality available within the application and found the controls to be operating satisfactorily. Further, the Company has obtained the Independent Service Auditors Assurance Report in respect of the relevant controls maintained by the service organization.

COLLABORATORS

The collaborators of your Company continue to be a steadfast source of support and guidance across its key strategic initiatives. Their continued patronage in areas such as financial support, product development, marketing, quality enhancement and personnel training has contributed significantly to the growth and progress the Company.

The Promoters of the Company viz, Nitta Gelatin Inc., Japan and Kerala State Industrial Development Corporation, have continued to extend their unwavering support towards the sustained growth and development 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 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 Companys 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

Accountants having extensive 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.

During the course of the financial year, your Company had also reinforced the internal audit system by having a separate internal team under the guidance of Chief Risk officer (CRO) who is entrusted with the review of internal processes and procedures concurrently with the operations team, identify gaps and suggest corrective action for bridging the gaps. CRO reports functionally to the Audit Committee / Board to have adequate independence over the process. This is expected to further enhance the overall governance process and bring robust processes over a period of time to enable your Company to deal with dynamic situations. Concurrent Auditors have reviewed and reported on the procedures and processes followed relating to procurement of Crushed Bone, Hydrated Lime, Firewood & Coal at Ossein Division and 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 reviewed by the Audit Committee for each actionable item. The minutes of the Audit Committee Meetings are reviewed and noted by the Board of Directors on a regular basis.

INTERNAL CONTROLS OF FINANCIAL REPORTING

The Company has established adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year under review, such controls were evaluated by the management and no reportable material weaknesses were observed either in their design or operating effectiveness.

The Company has in place appropriate policies and procedures to ensure the orderly and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financialinformation

The Company has adopted accounting policies that are in accordance with the applicable Accounting Standards, the provisions of the Companies Act, 2013 and the Generally Accepted Accounting Principles in India. Any changes in accounting policies, wherever required, are undertaken in consultation with the Statutory Auditors and are subject to the approval of the Audit Committee.

The Board is of the opinion that the existing internal financial controls, procedures and monitoring systems are adequate and operating effectively.

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 monitor Risk Management system. The Audit Committee / Board of Directors reviews the evaluation of risks and the mitigation measures taken by the Company in managing such risks to sustain the operations of the Company for the foreseeable future.

Some of the key risk areas identified for mitigation and corrective action include:

• Crushed Bone availability and its cost trend.

• Impact of the high cost of Crushed Bone on the cost of production and therefore the competitiveness of the end products.

• Project management related risks.

• Emerging substitutes for Gelatin.

Financial fidelity risks.

• Cyber security risks.

Significant litigation material financial impact.

• Moves of competitors.

• Water scarcity for operational requirements.

• Emergence of alternate substitutes for the products of the Company.

Adverse forex rate fluctuations.

• Losing pricing premium commanded by the Halal certified products of the Company due to emergence of alternate Halal certifications.

• Biomass waste disposal.

Potential loss of fish collagen peptide business in India due to non- availability of raw material within India.

• Geo political situations including threat of reciprocal tariff by US Government, wars and its impact on the entire supply chain.

• Change in customers quality/ regulatory requirements leading to loss of business.

• Emergence of cost competitive alternate products leading to lower demand for companys products.

As part of Fraud Risk Assessment study conducted by M/s. Protiviti Consulting, Bangalore, your Company has

implemented various corrective actions suggested by the agency which included dedicated vendor portal for processing the Companys quotation evaluation process for raw materials / services, host to host process (SAP to bank portal) for payment processing without manual intervention, reinforcing the IT processes of the Company as appropriate etc. Internal Risk team has also been constituted under Chief Risk Officer who will continue to maintain a close vigil on the operations of the Company. Training / awareness sessions have also been conducted for the employees during the financialyear to impress upon them the requirement to report whistle blower / speak up complaints in respect of undesirable / unethical practices, if any, observed.

MATERIAL POST BALANCE SHEET EVENTS

There are no material post balance sheet events which require adjustments in accounts as per the provisions of the Accounting Standards.

APPLICABILITY OF COST AUDIT REQUIREMENTS

As per the Companys (Cost Records and Audit) Rules, 2014, the Companys products are not covered under Cost Audit and the Company maintains the relevant cost records for the products for which the maintenance of cost records is required as per the above Rules.

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 thethe Company having 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, 2026, 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 2026 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 management and approved 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 foreseen or of a repetitive nature. All Related Party Transactions that have actually taken place are subsequently reviewed by the Audit Committee on a quarterly basis. 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 Secretary 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.

CHANGE IN DIRECTORS

Mr. Mir Mohammed Ali IAS holding DIN: 07432092 was appointed as Nominee Director (Nominee of Kerala State Industrial Development Corporation Limited) in place of Mr. S Harikishore IAS holding DIN: 06622304 vide letter dated 02/05/2025.

Dr. Justice (Retd.) M. Jaichandren holding DIN: 08584025, whose term expired on 03/08/2025, was re-appointed as Independent Director at the Board Meeting held on 02/ 05/2025 which was later approved by Shareholders at the Annual General Meeting held on 01/08/2025.

Mr. Vishnuraj P IAS, holding DIN: 10701056 was appointed as Nominee Director (Nominee of Kerala State Industrial Development Corporation Limited) vide its letter dated 23/09/2025 in place of Mr. Mir Mohammed Ali IAS holding DIN: 07432092.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) consists of 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 appraise those 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 Directors 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 a Board of Directors.Practicing Company

3. The NRC formulates the Remuneration policy to ensure that the level and composition of remuneration is reasonable and sufficientto 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 involving 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. In the opinion of the Board, the Independent Directors (IDs) possess integrity, relevant expertise and experience including proficiency by the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Uppiliyappan C has been appointed as the Chief Financial Officer (CFO), replacing Mr. Sahasranaman P, transitioning to the role of Chief Risk Officer (CRO). Mr. Vinod Mohan continues as the 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 2025-26 on 02.05.2025, 16.06.2025, 01.08.2025, 31.10.2025, 30.01.2026 and 16.03.2026. 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 Companys 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 Committee (IC) is responsible for redressal of complaints relating to sexual harassment, as envisaged under the provisions of Act and Rules. The complaint details are as under:

Number of complaints of sexual harassment filed during the financial year: Nil

Number of complaints disposed off during the year: Nil

Number of complaints pending as at the end of the financial year: Nil as required

Actions Taken to Prevent Sexual Harassment Cases

1. Constitution of Internal Committee

• A duly constituted Internal Committee is in place as per the POSH Act, with representation from senior women employees and an external independent member.

• The Committee is empowered to handle complaints confidentially and ensure fair investigation.

2. POSH Policy Communication

• The Companys POSH Policy has been formally documented and circulated to all employees.

• The policy is also uploaded in the HR Policy Handbook on ZingHR platform for easy employee access and reference.

3. Regular Awareness & Sensitization Sessions

• Mandatory POSH awareness sessions are conducted for all employees across levels, irrespective of gender.

Special leadership sensitization is conducted for managers and supervisors to ensure early identification and responsible handling of concerns.

MATERNITY BENEFITS

Maternity benefits are extended to the applicable employees based on the relevant statutes.

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 M/s. SEP & Associates (Peer Review Certificate No: 6580/2025), Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by M/s. SEP & Associates represented by CS Syam Kumar R, Lead Partner is annexed herewith as Annexure VI.

ANNUAL RETURN

The Company has a website- https://www.gelatin.in, where the annual return of the Company has 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.

.	For and on behalf of the
	Board of Directors
	Sd/-
	APM MOHAMMED HANISH IAS
Kochi	CHAIRMAN
25.05.2026	DIN: 02504842