Acme Resources Ltd Directors Report

The summary of the Companys financial performance, both on a consolidated and standalone basis, for the F.Y. 2025-26 as compared to the previous F.Y. 2024-25 is given below:

(Amount In lakhs)

Total Income decreased by approximately 19.30% % from Rs. 794.62 lacs in FY 2024-2025 to Rs. 666.04 lacs in FY

2025-2026.

Profit Before Tax (PBT) changed from a profit of Rs. 171.89 lacs in FY 2024-2025 to a loss of Rs. 267.13 lacs in FY

2025-2026.

Profit After Tax (PAT) changed from a profit of Rs. 145.27 lacs in FY 2024-2025 to a loss of Rs. 223.96 lacs in FY 2025-2026.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of financial year to which these financial statements relate and the date of this Report.

In view of the loss incurred by the Company during the financial year under review, the Board of Directors has not recommended any dividend for the financial year under review.

Pursuant to the provisions of Section 125(2) of the Act, during the year under review, the Company was not liable to transfer any amount lying in the unpaid dividend account of the Company to the Investor Education and Protection Fund.

The Company incurred a loss during the financial year under review. Your directors are taking necessary steps to improve the operational efficiency and financial performance of the Company and remain committed to achieving better results in the future.

The Company has not accepted any deposits during the year under review and continues to operate as a non-deposit taking Non-Banking Financial Company (NBFC) in compliance with the applicable guidelines issued by the Reserve Bank of India and the provisions of the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company does not have any customer interface and does not undertake any customer-facing business activities.

Pursuant to Section 45-IC of Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum not less than 20% of their net profit every year to reserve fund before declaration of any dividend. The Company had incurred losses during the FY 2025-26, hence no transfer has been made to the reserve fund.

The Authorised Share Capital of the Company as on March 31, 2026, remains unchanged at Rs. 26,00,00,000 divided into 2,60,00,000 Equity Shares of Rs. 10 each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company, remains unchanged at Rs. 25,74,40,000 consisting of 2,57,44,000 Equity Shares of Rs. 10/- each.

10. CHANGES IN THE COMPOSITION OF THE BOARD

During the year under review, the following changes occurred in the composition of the Board of Directors of the Company:

Mr. Deepak Grover (DIN: 08710399), Non-Executive Independent Director (Shareholder Director), ceased to be a Director of the Company with effect from April 22, 2025, consequent upon his resignation from the Board of Directors of the Company.

The shareholders of the Company, at their Extraordinary General Meeting held on 21st July, 2025, approved the appointment of Mr. Ravin Saluja (DIN: 00289305) as the Managing Director of the Company for a period of 5 (five) years commencing from 22nd April, 2025 up to 21st April, 2030, on such terms and conditions as approved by the members.

The Members of the Company, at the Extraordinary General Meeting held on July 21, 2025, approved the re-appointment of Mrs. Swati Agrawal as an Independent Director of the Company for a second term of five consecutive years commencing from February 26, 2025, and ending on February 25, 2030, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The aforesaid changes have been duly noted by the Board. Save and except as stated above, there were no other changes in the composition of the Board of Directors of the Company during the year under review.

Accordingly, the Board composition as listed below is in compliance with the requirements of the Act and the Listing Regulations. In the opinion of the Board, all Directors including the Directors appointed / re-appointed during the year possess requisite qualifications, experience and expertise and hold high standards of integrity. The list of key skills, expertise and core competencies of the Board has been provided in the Corporate Governance Report.

11. KEY MANAGERIAL KEY MANAGERIAL PERSONNEL

Composition of Key Managerial Personnel as on March 31, 2026:

Mr. Ravin Saluja, Managing Director

Mr. Kailash Kumar Jha, Chief Financial Officer and

Mrs. Amanpreet Kaur, Company Secretary and Compliance Officer

are the Key Managerial Personnel pursuant to Section 2(51) and 203 of the Act and Rules framed thereunder.

12. MEETINGS OF THE BOARD

During the year 11 (Eleven) Board Meetings were held on 01.04.2025, 22.04.2025, 29.05.2025, 20.06.2025, 12.08.2025, 04.09.2025, 30.09.2025, 11.11.2025, 22.11.2025, 07.01.2026 and 10.02.2026

The details of composition of the Board and the attendance record of the Directors at the Meetings held during the financial year ended on March 31, 2026 is as under:

*Deepak Grover has ceased to be a Director of the Company with effect from April 22, 2025, consequent upon his resignation from the Board of Directors of the Company.

13. MEETINGS OF THE INDEPENDENT DIRECTORS

Pursuant to the Act and SEBI Listing Regulations, the independent directors must hold at least one meeting in a financial year without attendance of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on 09^th March 2026 and: noted the report of performance evaluation of the Board and committees for the FY2026; reviewed the performance of non-independent directors and the Board as a whole; reviewed the performance of the Chairman of the Board, taking into account the views of executive and non-executive directors; and assessed the quality, quantity, and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Suggestions of the Independent Directors were noted by the Board.

14. BOARD COMMITTEES

The Company has five main Committees, viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee as on March 31, 2026.

AUDIT COMMITTEE

Composition, Meetings and Attendance

The Audit Committee (AC) of the Company had been constituted and functions in accordance with provisions of Section 177 of the Act and SEBI Listing Regulations. The Company Secretary is acting as the Secretary to the Audit Committee. During the year under review, four (4) AC Meetings were held on May 29, 2025, August 12, 2025, November 11, 2025 and February 10, 2026.

The details of composition of the Committee and the attendance record of the Directors at the AC Meetings held during the financial year ended on March 31, 2026 is as under:

NOMINATION AND REMUNERATION COMMITTEE

Composition, Meetings and Attendance

The Nomination and Remuneration Committee (NRC) of the Company had been constituted and functions in accordance with provisions of Section 178 of the Act and SEBI Listing Regulations. The Company Secretary is acting as the Secretary to the Nomination and Remuneration Committee. During the year under review, three (3) NRC Meetings were held on May 29, 2025, August 12, 2025 and November 11, 2025

The details of composition of the Committee and the attendance record of the Directors at the NRC Meetings held during the financial year ended on March 31, 2026 is as under:

CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

Composition, Meetings and Attendance

The Corporate Social Responsibility Committee (CSR) of the Company had been constituted and functions in accordance with provisions of Section 135 of the Act and Schedule VII read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and SEBI Listing Regulations. The Company Secretary is acting as the Secretary to the Corporate Social Responsibility Committee. During the year under review, three (3) CSR Meetings were held on May 29, 2025, August 12, 2025 and November 11, 2025.

The details of composition of the Committee and the attendance record of the Directors at the CSR Meetings held during the financial year ended on March 31, 2026 is as under:

RISK MANAGEMENT COMMITTEE

Composition, Meetings and Attendance

The Risk Management Committee (RMC) of the Company had been constituted and functions in accordance with provisions of the Act and SEBI Listing Regulations. The Company Secretary is acting as the Secretary to the Risk Management Committee. During the year under review, Three (3) RMC Meetings were held on May 29, 2025, August 12, 2025 and November 11, 2025.

The details of composition of the Committee and the attendance record of the Directors at the RMC Meetings held during the financial year ended on March 31, 2026 is as under:

STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition, Meetings and Attendance

The Stakeholders Relationship Committee (SRC) of the Company had been constituted and functions in accordance with provisions of the Act and SEBI Listing Regulations. The Company Secretary is acting as the Secretary to the Stakeholders Relationship Committee. During the year under review, Three (3) SRC Meetings were held on May 29, 2025, August 12, 2025 and November 11, 2025.

The details of composition of the Committee and the attendance record of the Directors at the SRC Meetings held during the financial year ended on March 31, 2026 is as under:

GENERAL MEETINGS

Annual General Meeting:

The date, time and venue of the Annual General Meeting held during the FY 2025-26 are as follows:

Extra-Ordinary General Meeting:

The date, time and venue of the Extra-Ordinary General Meeting held during the FY 2025-26 are as follows:

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement u nder Section 134 (3) (c) of the Companies Act, 2013 , with respect to Directors Responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31^st March 2026 the applicable Indian accounting standards (Ind-AS) have been followed along with proper explanations relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company of the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts for the financial year ended 31 ^st March 2026 on a going concern basis.

e) The Company had followed the internal financial controls laid down by the directors and that such internal financial controls are adequate and were operating effectively. f) That the proper systems are in place to ensure compliance of all laws applicable to the Company.

16. RISK MANAGEMENT

Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itself against unforeseen risks. The Companys insurable assets like building, plant & machinery, computer equipment, office equipment, furniture & fixtures, lease hold improvements and upcoming projects have been adequately insured against major risks.

The Board of Directors of the Company has also formulated Risk Management Policy in accordance with the Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

17. AUDITORS

STATUTORY AUDITORS AND THEIR REPORT

M/s. H.N. Pradhan & Co., Chartered Accountants (Firm Registration No. 002208N), were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the previous Statutory Auditors, i.e. M/s. Agarwal & Dhandhania in accordance with the provisions of Section 139(8) of the Companies Act, 2013. Their term of office shall conclude at the ensuing Annual General Meeting of the Company.

Based on the recommendation of the Audit Committee and subject to the approval of the Members at the ensuing Annual General Meeting, the Board of Directors has recommended the appointment of M/s. H.N. Pradhan & Co., Chartered Accountants (Firm Registration No. 002208N), as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 41^st Annual General Meeting until the conclusion of the 46^th Annual General Meeting to be held in the year 2031, at such remuneration as may be determined by the Board of Directors in consultation with the Auditors.

The Company has received the necessary consent, eligibility certificate and confirmation from M/s. H.N. Pradhan & Co to the effect that their appointment, if made, shall be in accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder.

Further, M/s H.N. Pradhan & Co., Chartered Accountants have issued unmodified Audit Reports on the Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026. The Audit Report for FY 2025-26 does not contain any qualification, reservation or adverse remark. The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications.

During the year under review, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

SECRETARIAL AUDITORS

M/s. Azharuddin & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration No. S2016UP401600), were appointed by the Board of Directors at its meeting held on May 06, 2026, as the Secretarial Auditors of the Company to fill the casual vacancy arising from the resignation of the erstwhile Secretarial Auditors, M/s. Vikas Gera & Associates, Company Secretaries w.e.f. 09th February 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The tenure of M/s. Azharuddin & Associates as Secretarial Auditors shall conclude at the ensuing Annual General Meeting of the Company.

Further, M/s. Azharuddin & Associates Company Secretaries have issued unmodified Secretarial Audit Report for the financial year ended 31st March, 2026. The Secretarial Audit Report for FY 2025-26 does not contain any qualification, reservation or adverse remark. Therefore the report does not call for any further clarifications from the Board of Directors.

The Secretarial Audit Report is annexed to this report. The report does not contain any qualification.

Based on the recommendation of the Audit Committee and subject to the approval of the Members at the ensuing Annual General Meeting, the Board of Directors has recommended the appointment of M/s. Azharuddin & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration No. S2016UP401600), as the Secretarial Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 41^st Annual General Meeting until the conclusion of the 46^th Annual General Meeting to be held in the year 2031, at such remuneration as may be determined by the Board of Directors in consultation with the Auditors.

The Company has received the necessary consent, eligibility certificate and confirmation from M/s. Azharuddin & Associates to the effect that their appointment, if made, shall be in accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

Secretarial Audit is not applicable on Ojas Suppliers Limited, the Material Unlisted Subsidiary of the Company.

INTERNAL AUDITORS

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of the Audit Committee, at the Board Meeting held on 29^th May 2025 appointed Mr. Ajay Rathore as the Internal Auditor of the Company for the FY 2025-26.

The Internal Auditors Report submitted by the internal auditor to the Board for FY 2025- 26 were not contained any qualification, reservation, adverse remark or disclaimer, however suggestions given by the internal auditors for the improvement of the system were taken into consideration by the management.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

18. COST RECORDS

The provision of Section 148 of the Companies Act, 2013 relating to maintenance of cost records and cost audit are not applicable to the Company.

19. PARTICULARS OF REMUNERATION TO 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 is annexed herewith forming integral part of this report.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013 and as advised, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information.

However, none of the employee drawing remuneration in excess of the limits set out in the Rule 5(2)(i), Rule 5(2)(ii) and Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review.

The Board of Directors wish to express its appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. The information required under the Companies Act, 2013, and the Rules made there under, is provided as below:

Number of Employees:

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities being carried on by the Company under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

21. FOREIGN EXCHANGE EARNINGS AND OUTGO

The company had no foreign exchange inflow or outflow during the year under review.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Reporting (BRSR) provisions are not applicable to the Company for the financial year under review, as the Company does not fall within the prescribed criteria for mandatory BRSR reporting under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. EMPLOYER EMPLOYEE RELATIONSHIP

The Company has maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the year under review.

24. RESERVE BANK OF INDIA REGULATIONS

The Company has complied with all the applicable regulations of the Reserve Bank of India as on March 31, 2026.

25. SOCIAL RESPONSIBILITY COMMITTEE

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") were not applicable to the Company during the financial year under review, as the Company did not meet the thresholds prescribed under the said section.

Accordingly, the Company was not mandated to undertake any CSR activities during the financial year.

Notwithstanding the above, in line with its commitment to sound corporate governance practices, the Board has constituted a CSR Committee comprising the following Directors:

The Committee shall continue to oversee matters relating to CSR and provide recommendations to the Board, as may be considered appropriate from time to time.

26. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and SEBI Listing Regulations, Ms. Swati Agrawal, Ms. Purti Katyal and Mr. Deepak Grover were the Independent Directors as on March 2025. However, Mr. Deepak Grover has resigned from the position of Independent Director w.e.f. 22nd April 2025. All Independent Directors as on 31^st March 2026 of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder and SEBI Listing Regulations and have complied with the Code of Conduct and Ethics of the Company as applicable to the Board of Directors and Senior Management.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

27. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company did not appoint any independent directors during the year; hence this clause is not applicable to the Company. The existing independent directors as on 31^st March 2026 duly comply with the conditions of independence and have demonstrated high standards of ethical conduct, sound judgment, and independent thinking, thereby contributing meaningfully to the deliberations of the Board and its Committees.

28. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination Remuneration and Compensation Committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, Marketing, administration and legal apart from compliance of legal requirements of the Company. The Company has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination Remuneration and Compensation Committee Policy. The Policy of Nomination Remuneration and Compensation Committee Policy are provided as a part of this report also uploaded on the Companys Website at https://acmeresources.in/POLICY%20ON%20BOARD%20DIVERSITY.pdf .

29. FIT AND PROPER CRITERIA, CODE OF CONDUCT

Your Company has received undertaking and declaration from each Director on fit and proper criteria in terms of the provisions of Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions 2025. The Board have confirmed that all existing Directors are fit and proper to continue to hold the appointment as Directors on the Board, as reviewed and recommended by the Nomination and Remuneration Committee on fit and proper criteria under Reserve Bank of India (Non- Banking Financial Companies - Governance) Directions 2025.

All the Directors of the Company have affirmed compliance with the Code of Conduct of the Company. The Declaration of the same is provided in the Corporate Governance Report which forms part of Annual Report.

30. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

31. DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF

THE COMPANIES (ACCOUNTS) RULES, 2014

Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the Investors Info section of the Companys website and can be viewed at the Companys website https://www.acmeresources.in/

Particulars of loans, guarantee or investments

Pursuant to Section 186 (11) (a) of the Companies Act, 2013 (the Act) read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such the particulars of loans and guarantee have not been disclosed in this Report.

During the year under review the Company has invested surplus funds in various securities, loans and advances given in the ordinary course of business, the details of the Current Investments and Non-Current Investments of the Company are furnished under notes forming part of the Financial Statements for the year ended March 31, 2026.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in compliance with all the applicable provisions of the Act and SEBI Listing Regulations in respect of such transactions. Requisite approval of the Audit Committee and the Board (wherever required) was obtained by the Company for all Related Party Transactions. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature.

Further, your Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the SEBI Listing Regulations and the provisions of the Act and accordingly, there are no transactions under sub-section (1) of section 188 of the Act that are required to be reported in Form AOC-2, hence the said form does not form part of this report. However, names of Related Parties and details of transactions with them have been included in Notes to the financial statements provided in the Companys financial statements under Indian Accounting Standards 18. The Policy on Related Party Transactions as approved by the Board of Directors is available on the Companys website at Microsoft Word - Related-Party-Transaction-Policy.

Whistle Blower Policy/Vigil Mechanism

The Company has framed a Whistle Blower Policy/Vigil Mechanism providing a mechanism under which an employee/director of the Company may report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical b ehaviour. This mechanism p rovides safeguards against v ictimisation of directors/employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy has been appropriately communicated to the employees within the organisation and has also been hosted on the Companys website. During FY 2025-26, no employee has been denied access to the Audit Committee under this policy.

Financial summary/highlights

The details are spread over in the Annual Report as well as are provided in the beginning of this report.

Subsidiaries or Associate Companies

The Company has two subsidiary companies: M/s Atul Agro Private Limited and

M/s OJAS Suppliers Limited.

Your Directors take pleasure in attaching the Consolidated Financial Statements pursuant to Regulation 33 of the SEBI Listing Regulations prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard. The Auditors Report to the Shareholders thereupon does not contain any qualification.

Total Income decreased by approximately 5.70% from Rs.1091.54 lacs in FY 2024-2025 to Rs. 1153.76 lacs in FY 2025-2026.

Profit Before Tax (PBT) decreased by approximately 50.46% from a profit of Rs. 451.21 lacs in FY 2024-2025 to a profit of Rs. 223.50 lacs in FY 2025-2026.

Profit After Tax (PAT) decreased by approximately 59.72% from a profit of Rs. 354.54 lacs in FY 2024-2025 to a profit of Rs. 142.80 lacs in FY 2025-2026.

The Company has, in accordance with Section 129(3) of the Act prepared Consolidated Financial Statements of the Company and its subsidiary which form part of the Annual Report.

Pursuant to section 129 of the Companies Act, 2013, a statement in Form AOC-1, containing the salient features of the financial statements of the Companys subsidiaries/ joint venture is attached with the financial statements. The statement provides details of performance and financial position of the subsidiary/joint venture. The contribution of the subsidiaries/joint venture to the overall performance of the company is given in the consolidated financial statements. The highlights of performance of joint venture along with its contribution to overall performance of the Company during the period are provided in form AOC-1 and annexed herewith.

The Financial Statements of the subsidiaries/joint venture shall be made available to the shareholders seeking such information and shall also be available for inspection at its Registered Office.

Significant and Material Orders

BSE had imposed penalties on the Company for various delayed/non-compliances under the SEBI (LODR) Regulations, 2015. The Company sought waiver of the fines, which was partly considered by BSE; however, BSE ultimately rejected the further waiver request. Aggrieved by the same, the Company filed an appeal before SAT. The Tribunal by its order dated 05^th December 2025, partly allowed the appeal and set aside the fines imposed for Violation Nos. 3, 4, 5, 6 and 7, as set out in the order, while the fines pertaining to the remaining violations were upheld. Accordingly, the penalty to the extent of the aforesaid violations was waived/set aside, with the remaining portion of BSEs order remaining undisturbed.

Further, the following refunds were received by the Company:

Internal Financial Controls

The details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Companys well-defined organisational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies.

The internal financial control is supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data.

The Audit Committee of the Board reviews internal audit reports given along with management comments. The Audit Committee also monitors the implemented suggestions.

32. RBI DIRECTIONS

As per Master Direction - Reserve Bank of India (Non-Banking Financial Companies Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, the Company has been classified as NBFCs-Base Layer (BL). The Company continues to comply with all the applicable directions, circulars, notifications and guidelines etc. issued by the RBI applicable to NBFCs BL from time to time.

33. MATERNITY BENEFIT

Your Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance with respect to leave and maternity benefits thereunder.

34. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on the Prevention of Sexual Harassment at its workplaces in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the FY 2026, the Company had received no complaint on sexual harassment under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of complaints received, disposed and pending, during FY 2026 are as follows:

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. CORPORATE GOVERNANCE

A separate report on Corporate Governance pursuant to Regulation 34(3) of the SEBI Listing Regulations, read with Part C of Schedule V thereof, along with a certificate from Neha Jain, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance forms an integral part of the Annual Report.

CEO AND CFO CERTIFICATION

The Chairman and Managing Director (CMD) and the Chief Financial Officer (CFO) of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations, copy of which forms part of the Corporate Governance Report.

DECLARATION ON CODE OF CONDUCT AND ETHICS

All the Boards Members and the Senior Management have confirmed compliance with the Code for the Financial Year ended March 31, 2026. The declaration to this effect signed by Chief Executive Officer (CEO), forms part of the Corporate Governance Report.

36. OTHER STATUTORY DISCLOSURES

During the year under review:

10. No fraud has been reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board.

11. There was no revision of financial statements and Boards Report of the Company.

12. The Company has complied with the provisions of the Maternity Benefit Act, 1961 and rules made thereunder.

13. The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).

37. ANNEXURES

Following Reports are attached to this Report pursuant to the provisions of the SEBI Listing Regulations:

(i) 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;

(ii) Form AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014);

(iii) Companys p olicy o n Directors appointment and remuneration including criteria for d etermining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178.

(iv) The Secretarial Audit Report in Form MR-3 for the Financial Year ending 31^st March 2026 provided in accordance with the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014;

(v) The Report on Corporate Governance as per Regulation 34(3) of the SEBI Listing Regulations, read with Part C of Schedule V thereof, of the Listing Regulations forms part of the Annual Report, and is annexed herewith together with Certificate from Practicing Company Secretary on Corporate Governance, for the year ended March 31, 2026 as submitted to the Board of Directors at their meeting held on August 31, 2026 and the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct;

38. CAUTIONARY STATEMENT

Certain statements in the Directors Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.

39. ACKNOWLEDGEMENTS

The Board of Directors would like to thank Reserve Bank of India and other Regulatory/ Government authorities, the Securities and Exchange Board of India, BSE Limited & Calcutta Stock Exchange, the Registrar to an issue and Share Transfer Agent, the depositories, vendors, dealers, investors, business associates and bankers for their continued support. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support