Addi Industries Ltd Directors Report

The Companys results for the year present a mixed picture - strong top-line expansion at the group level, offset by materially higher costs that weighed on profitability across both standalone and consolidated views.

Standalone performance:

Total income (including other income) declined marginally by about 1.98%, from 537.03 lakhs in FY

2024-25 to 526.38 lakhs in FY 2025-26.

Total expenses rose sharply by around 90.00%, from 123.05 lakhs to 233.80 lakhs, driven largely by a steep increase in finance cost (from 1.55 lakhs to 38.84 lakhs). Profit before tax fell by about 29.32%, from 413.98 lakhs to 292.58 lakhs. Profit after tax (PAT) declined by approximately 28.65%, from 310.89 lakhs to 221.83 lakhs.

Consolidated performance:

Total income (including other income) grew strongly by about 90.57%, from 553.90 lakhs in FY 2024-25 to 1,055.58 lakhs in FY 2025-26- nearly doubling at the group level. Total expenses increased significantly to 743.68 lakhs (from 123.59 lakhs), reflecting the scale-up of group operations and higher finance costs. Profit before tax stood at 311.90 lakhs, a decline of about 27.52% over the previous year ( 430.31 lakhs). Profit after tax (PAT) came in at 236.25 lakhs against 324.81 lakhs in the previous year, a decrease of around 27.27%.

As on 31st March 2026, the authorized share capital of the Company is 7,50,00,000 (Rupees Seven Crores Fifty Lakhs) divided into 1,50,00,000 Equity Shares of 05/- each.

B. Issued / Subscribed / Paid-up Capital

The Issued, Subscribed and Paid-up share capital of the Company as on 31st March 2026 is 5,40,00,000 (Rupees Five Crores Forty Lakhs) comprising 1,08,00,000 equity shares of face value 05/- each.

Keeping in view future growth opportunities, your Directors consider it prudent to plough back the profits and confirm that have not recommended any dividend for the financial year 2025-26. As per the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), your Company has formulated a Dividend Distribution Policy. This Policy is available on the http://www.addiindustries.com/wp-content/uploads/2023/08/Dividend-Distribution-Policy.pdf

The Company has not transferred any amount to its reserves, the details in respect of which can be verified from the audited financial statements forming part of this report.

During the year under review, there is no changes in the nature of the business.

During the year under review, the Company has not accepted or renewed any deposit from the public/members falling within the ambit of section 73 or section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Companys business and operations are managed by a professional team of managers led by the Whole Time Director, under the supervision and control of the Board of Directors. The Company maintains and adheres to the highest standards of corporate governance as stipulated by the Securities and Exchange Board of India ("SEBI") and the Act. A comprehensive report on Corporate Governance, as required under Regulation 34 of the SEBI Listing Regulations, forms part of this Annual Report. A certificate issued by Mr. Vivek Rawal, Proprietor of M/s Rawal & Co., Practicing Company Secretary, on compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report in Annexure-I.

As on 31st March 2026, the Company had one wholly owned subsidiary, namely Skyrix Ventures Private Limited (Formerly Known as AUM Texfab Private Limited).The Company did not have any associate company or joint venture company during the financial year under review. In accordance with the provisions of Section 129 (3) of the Act read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each subsidiary company is provided in the prescribed Form AOC-1, in Annexure II to this Report. In accordance with the provisions of Section 136 of the Act, the Annual Report of the Company, including the audited standalone and consolidated financial statements and related information of the Company are available o n the Companys website at http://www.addiindustries.com/investor-information/

Further, the audited financial statements of the subsidiary companies are also available on the website of the Company at http://www.addiindustries.com/investor-information/

The Audit Committee and the Board review the financial statements and significant transactions of all subsidiary companies.

10. BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board of Directors adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairperson of the Board. The evaluation was conducted using a structured questionnaire that covered various aspects of the functioning of the Board and its Committees.

The Board expressed satisfaction with the overall functioning of the Board and its Committees based on the evaluation results.

To familiarize Independent Directors with the Company, its stakeholders, leadership team, senior management, operations, policies and industry landscape, a familiarisation program is conducted. The program aims to provide an insight and understanding of the Companys business. Independent Directors are informed about their roles, rights, and responsibilities through a formal letter of appointment at the time of their appointment or reappointment.

Further details regarding the annual evaluation of the performance of the Board, its Chairperson, its committees and individual Directors are provided in the Corporate Governance Report, which forms an integral part of this Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations"), is presented in a separate section, forms part of the Annual Report in Annexure III.

12. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. These declarations also affirm that there have been no changes in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and proficiency and they uphold the highest standards of integrity.

13. COMPOSITION OF BOARD

The Board of Directors of the Company has an optimum composition of Executive, Non-Executive and Independent Directors in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. As on March 31, 2026, the Board of Directors comprised of 4 Directors, out of which 1 is Whole Time Director, 1 is Non-Executive Director and 2 are Non-Executive Independent Directors (out of which 1 Non-Executive Independent Women Director), which is in compliance with the provisions of the Companies Act, 2013. All Independent Directors are eminent persons and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company. The following persons comprised the Board:

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Rajat Goyal (DIN: 03543956), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. The profile of the Director seeking reappointment is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the ensuing AGM of the Company.

14. DETAILS OF DIRECTORS OF KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR

HAVE RESIGNED DURING THE YEAR

Changes in Director: a. Mr. Chaman Lal Jain (DIN: 00022903) has vide letter dated 11^th December 2025, resigned from the office of Managing Director and Chairman of the Company and from all the membership/chairmanship held in the Committees of the Company with immediate effect due to Change in Management and control as part of the Share Purchase and Transfer of Control Agreement dated 20th May 2025.

b. Mr. Hari Bansal (DIN: 00022923) has vide letter dated 11^th December 2025, resigned from the office of Non-Executive Non-Independent Director of the Company and from all the membership/chairmanship held in the Committees of the Company with immediate effect due to Change in Management and control as part of the Share Purchase and Transfer of Control Agreement dated 20th May 2025.

c. Mr. Achal Kapoor (DIN: 09150394) has vide letter dated 11^th December 2025, resigned from the office of Non-Executive Independent Director of the Company and from all the membership/chairmanship held in the Committees of the Company with immediate effect due to Change in Management and control as part of the Share Purchase and Transfer of Control Agreement dated 20^th May 2025. d. Mr. Subrata Panda (DIN: 00428387) has vide letter dated 11^th December 2025, resigned from the office of Non-Executive Independent Director of the Company and from all the membership/chairmanship held in the Committees of the Company with immediate effect due to Change in Management and control as part of the Share Purchase and Transfer of Control Agreement dated 20^th May 2025.

e. Ms. Apra Sharma (DIN:10149103) has vide letter dated 11^th December 2025, resigned from the office of Non-Executive Independent Director of the Company and from all the membership/chairmanship held in the Committees of the Company with immediate effect due to Change in Management and control as part of the Share Purchase and Transfer of Control Agreement dated 20^th May 2025.

f. Mr. Sandeep Mittal (DIN: 00225089), based on the recommendation of the Nomination and Remuneration Committee, was approved by the Board of Directors of the Company for appointment as Additional Director in the category of Whole Time Director (Promoter, Executive) with effect from 11^th December 2025 for a term of Five (5) years, shall not be liable to retire by rotation, on the Board of the Company subject to the approval of members.

g. Mr. Rajat Goyal (DIN: 03543956), based on the recommendation of the Nomination and Remuneration Committee, was approved by the Board of Directors of the Company for appointment as Additional Director in the category of Non-Executive Director (Promoter) with effect from 11^th December 2025, shall be liable to retire by rotation, on the Board of the Company.

h. Mr. Jai Kishan (DIN: 11033609), based on the recommendation of the Nomination and Remuneration Committee, was approved by the Board of Directors of the Company for appointment as Additional Director in the category of Independent Director with effect from 11^th December 2025 for a term of Five (5) years, shall not be liable to retire by rotation, on the Board of the Company subject to the approval of members.

i. Ms. Preeti Jain (DIN: 08803345), based on the recommendation of the Nomination and Remuneration Committee, was approved by the Board of Directors of the Company for appointment as Additional Director in the category of Independent Director with effect from 11^th December 2025 for a term of Five (5) years, shall not be liable to retire by rotation, on the Board of the Company subject to the approval of members.

Changes in KMP:

The following persons are the Key Managerial Personnel of the Company as on March 31, 2026, pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

i) Mr. Amandeep Company Secretary and Compliance Officer ii) Mr. Sandeep Mittal Whole Time Director

During the year under review, Mr. Sandeep Mittal was appointed as Whole Time Director of the Company with effect from December 11, 2025, consequent to the resignation of Mr. Chaman Lal Jain from the position of Managing Director with effect from December 11, 2025.

Further, Mr. Atul Kumar Jain resigned from the position of Chief Financial Officer of the Company with effect from December 11,2025.

Further, Ms. Taranjeet Kaur resigned from the position of Company Secretary and Compliance Officer of the Company with effect from December 24,2025 . Subsequent to her resignation, Mr. Amandeep was appointed as the Company Secretary and Compliance Officer of the Company with effect from February 13, 2026.

Subsequent to the close of the financial year, the Board of Directors at its meeting held on April 22, 2026, based on the recommendation of the Audit committee and Nomination and Remuneration Committee, approved Mr. Sandeep Mittal appointed as the Chief Financial Officer of the Company with effect from April 22, 2026.

Except as stated above, there were no other changes in the Key Managerial Personnel of the Company during the year under review.

15. BOARD MEETINGS

The Board of Directors met Nine times during the year, i.e. on May 26, 2025, August 11, 2025, November 14, 2025, December 11, 2025, December 16, 2025, January 20, 2026, February 07,2026, February 13,2026, March 16, 2026 . The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The attendance of each director in the respective Board Meetings is as follows:

Further, the Independent Directors of the Company also met One Time during the year on March 16,2026, without the presence of Non-Executive Directors and the members of the management, to review the performance of the Non-Independent Directors and that of the Board as a whole.

16. GENERAL MEETINGS

During the period under review, the Annual General Meeting of the Company was held on 30th September 2025. No Extraordinary General Meeting was held by the Company during the financial year ended March 31, 2026

17. POSTAL BALLOT

During the period under review, the Postal Ballot was held on March 11, 2026 for passing the following resolution:

18. COMMITTEES OF THE BOARD & THEIR MEETING

With a view to have more focused attention on business and for better governance and accountability, the Board has the following mandatory committees: 1. Audit Committee

2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review.

1. Audit Committee

As on the financial year ended March 31, 2026, the Audit Committee of the Company comprises of two Independent Directors and Non-Executive Director, with the Chairman being an Independent Director as required under Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. During the Financial Year 2025-26, members of the Audit Committee met Five times, i.e. on May 26^th 2025, August 11^th 2025, November 14^th 2025, February 13^{th, 2026}, and March 16^th 2026. The composition of the Audit Committee as on March 31, 2026, and the details of members attendance at the meetings are as under:

All the members of the Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of two Independent Directors and one Non-Executive Non-Independent Director, with the Chairman being an Independent Director, which meets the requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Members met Three time(s) during the Financial Year 2025-26 on November 14, 2025, December 11, 2025, and January 20,2026.

The composition and attendance are as under:

However, the meetings held on November 14,2025 and December 11, 2025 was attended by Mr. Achal Kapoor, Ms. Subrata Panda, Mr. Hari Bansal and Ms. Apra Sharma.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Members, out of which two are Independent Directors and one is Non-Executive Director, with the Chairman being an Independent Director. The composition meets the requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. During the Financial Year 2025-26, the Committee met One time(s) on May 26, 2025. Attendance details:

During the year, Stakeholders relationship committee was reconstructed on December 11, 2025, which include Mr. Jai Kishan, Ms. Preeti Jain, and Mr. Rajat Goyal.

19. FAMILIARIZATON PROGRAMME OF INDEPENDENT DIRECTOR

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment/re-appointment of Independent Directors, a formal letter of appointment is given to him/her, which, inter-alia, explains the role, functions, duties and responsibilities expected from him/her as an Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.

Details of the familiarization programme for Independent Directors are uploaded on the website of the company at http://www.addiindustries.com/wp-content/uploads/2025/04/Familiarisation-Programme-for-Independent-Directors-13.02.2025.pdf

20. NOMINATION AND REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is p laced o n the website of the Company at http://www.addiindustries.com/corporate-governance-company-policies/

The salient features of the Nomination and Remuneration Policy are mentioned below:

The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, teamwork and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least two-third shall be Independent. Quorum of the meeting shall be either two members or one-third of the members of the committee, whichever is greater, including at least one independent director in attendance. The Role of the Committee includes Periodically reviewing the size and composition of the Board to have an appropriate mix of executive and independent Directors to maintain its independence and separate its functions of governance and management and to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company; Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, relating to the remuneration for the Director, key managerial personnel and other employees. Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management. The Board as per the criteria approved by the Nomination and Remuneration Committee shall carry out evaluation of performance of its own, its committees, and individual Directors and the Chairman.

21. VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at http://www.addiindustries.com/wp-content/uploads/2022/09/Vigil-Mechanism_AIL.pdf u nder Investor Section.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

22. RISK MANAGEMENT:

The Company has a business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company at various levels including the documentation and reporting. The Audit Committee of the Company has been entrusted with responsibility to assist the Board in the following matters: (a) Overseeing the Companys Risk Management process and controls, risk tolerance and Capital, Liquidity and funding; (b) Setting Strategic plans and objectives for Risk Management and review of Risk Assessment of the Company; (c) Review of the Companys risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, product risk and reputational risk, as well as the guidelines and processes for monitoring and mitigating such risks. During the period under review, the Company has not identified any element of risk which may threaten its existence or such risks are very minimal. The Board of Directors has adopted a risk management policy for the company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the company at http://www.addiindustries.com/corporate-governance-company-policies/

23. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company http://www.addiindustries.com/wp-content/uploads/2022/08/Code-of-Conduct.pdf All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

24. Auditors and Auditors Report A. Statutory Auditor

M/s. B.R Gupta & Co.(Firm Registration Firm: 008352N) Chartered Accountants, were appointed at the 40th Annual General Meeting of the Company held on 30th September, 2022 for a period of five consecutive years to hold office until conclusion of the 45th AGM to be held in the Calendar year 2027. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

B. Cost Auditor

The requirement of cost audit was not applicable to the Company for the financial year 2025-26 as the turnover of the Company from these services was below the threshold limit prescribed in the said Rules for cost audit.

C. Secretarial Auditor

As required under Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2015 the Company had appointed Mr. Vivek Rawal, Company Secretary in practice of M/s Rawal & Co. (Peer Review Certificate No. 5722/2024) to undertake the Secretarial Audit of the Company for the financial year 2025-26 due to casual vacancy arising by the resignation of M/s. JVS and associates.

In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read together with Section 204 of the Act and the Rules framed thereunder, it is proposed to appoint M/s Rawal & Co. (Peer Review Certificate No. 5722/2024) to conduct Secretarial Audit for 5 (five) consecutive years commencing from April 1, 2026. M/s Rawal & Co. have consented to the said appointment.M/s Rawal & Co. (Peer Review Certificate No. 5722/2024) have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India (ICSI) and their appointment, if made, would be within the prescribed limits. The Audit Committee and the Board of Directors recommend the proposed appointment. Brief resume and other details of M/s. Rawal & Co. are given in the Notice convening the 44^th AGM of the Company. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed as Annexure-IV.

Further Annual Secretarial Compliance submitted on Stock exchange on May 30, 2026 is attached on Annexure-V.

D. Internal Auditor

As required under Section 138(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2015 the Company had appointed M/s. Garg B. Mohan & Co. Chartered Accountant in practice (FRN 015095N) to undertake the Internal Audit of the Company for the financial year 2025-26. They have confirmed their eligibility and qualification required under the Act for holding the office, as the Internal Auditor of the Company.

25. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, and Companies (Management and Administration) Rules, 2014, the Annual Return of the Company containing the particulars as prescribed under Section 92 of the Companies Act, 2013, in Form MGT-7, is available on the Companys website at the weblink http://www.addiindustries.com/annual-return/

26. CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 of the Companies Act, 2013, every Company having net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net Profit of Rs. 5 Crore or more during the immediately preceding financial year is required to spend in every financial year, at least two percent (2%) of the average net profits made during the three immediately preceding financial year, in pursuance of the CSR Policy. The Company does not meet the criteria of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company endeavours to adopt an integrated approach to address the community, societal & environmental concerns by taking one or more of the activities allowed as per Section 135 of the Act and the applicable rules and regulations.

27. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company entered into related party transactions, all of which were on an arms length basis. Certain related party transactions were entered into in the ordinary course of business, accordingly these were approved by the Board of Directors pursuant to the provisions of Section 188 of the Companies Act, 2013 and other applicable provisions, wherever required. All related party transactions are presented to the Audit Committee and the Board for their review and approval. During the year, the Company did not enter into any related party transactions that had a conflict with the interests of the Company. Further, none of the related party transactions entered into by the Company during the year were material in nature requiring shareholders approval under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of related party transactions as entered into by the Company are disclosed in the standalone financial statements of the Company. Further, pursuant to the provisions of Section 188 of the Companies Act, 2013, read with the rules framed thereunder, the disclosure of particulars of contracts/arrangements with related parties in Form AOC-2 is annexed to this Report as Annexure-VI. In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at: http://www.addiindustries.com/wp-content/uploads/2026/09/related-party-transaction.pdf

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee (POSH Committee) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year, period under review, the Company has not received any sexual harassment complaints during the financial year nor any complaint is pending at the end of the financial year.

The Policy for Prevention of Sexual Harassment of the Company is available on the Companys website at the web link http://www.addiindustries.com/corporate-governance-company-policies/

30. UNCLAIMED DIVIDEND

The company has unclaimed dividend in the previous financial year, following details has been mentioned in the below table:

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future

32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE

TIMES OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOANS FROM THE BANKS OR FINANCIAL INSTITUTIONS

There is no application being ever made for one time Settlement with any banks or financial institution.

33. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

No material changes or commitments that could affect the financial position of the Company have occurred between the end of the financial year and the date of this report.

34. MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY DURING THE FINANCIAL

YEAR 2025-26 THROUGH TAKEOVER AND CHANGE IN MANAGEMENT AND CONTROL

The existing promoters of the Company have entered into share purchase agreement with the acquirers namely Mr. Rajat Goyal, Mrs. Neha Agarwal, M/s Rajat Goyal HUF, Mr. Sandeep Mittal, Mrs. Ruchi Mittal and M/s Sandeep Mittal & Sons HUF to sale their entire stake of 74.27% along with complete management control of Addi Industries Limited and accordingly an Open Offer has been made to the shareholders by the acquirers through public announcement made on May 20, 2025. The Open Offer has been completed during the year 2025-26. The the acquirers have taken over management control of the Company along with substantial shareholding of the Company.

35. CONSERVATION OF THE ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNING AND OUTGO

The particulars required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

A) Conservation of Energy

The operations of the Company are not energy intensive. Nevertheless, the Company continues to take reasonable measures for conservation and optimum utilisation of energy in its day-to-day operations. i) Steps taken or impact on conservation of energy: The Company makes conscious efforts to optimise consumption of electricity and other energy resources, including through prudent use of lighting, air-conditioning systems, computers and other office equipment. ii) Steps taken for utilising alternate sources of energy: During the year under review, the Company has not undertaken any specific initiative for utilisation of alternate sources of energy. iii) Capital investment on energy conservation equipment: Nil

B) Technology Absorption

Considering the nature of the Companys business and operations, the Company has not undertaken any manufacturing activity or any specific activity requiring technology absorption during the year under review. i) Efforts made towards technology absorption: Not Applicable. ii) Benefits derived such as product improvement, cost reduction, product development or import substitution: Not Applicable. iii) Imported technology during the last three years:

Details of technology imported: Nil Year of import: Not Applicable

Whether technology has been fully absorbed: Not Applicable

Areas where technology has not been fully absorbed and reasons thereof: Not Applicable iv) Expenditure incurred on Research and Development: Nil

C) Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil.

36. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Our rapid growth, while a matter of great satisfaction, continues to put pressure on our internal systems and processes. It is crucial that ensure these systems continue to keep up with our business growth and that our policies remain relevant in the everchanging business landscape. Information systems are being continuously evaluated and revamped to provide timely and relevant information to various stakeholders, equipping them with the necessary tools to compete in a challenging market and environment. We recognize the critical role of IT and information systems in todays world, and we have several dedicated teams constantly working to enhance and improve these systems to stay ahead of the rapidly changing environment. The Companys system of continuous internal audits ensures that the laid-down processes and practices are followed and complied with and that quality processes are strictly adhered to. Financial discipline is emphasized at all levels of the business and adherence to quality systems and a focus on customer satisfaction are critical for the Company to retain and attract customers and business and these are followed rigorously. At the same time, the company is strengthening its core business systems to enhance robustness and achieve uniformity and consistency in practices and processes across the company. The Internal Auditors, who function independently within the Group, review the adequacy and efficacy of the key internal controls. The annual audit plan, approved by the Audit Committee, guides the scope of audit activities. Additionally, the Company engages professional and reputable audit firms from time to time to conduct internal audits of the larger and more critical operations of the Company. In addition to financial audits, quality management system procedures are continuously audited by internal and external auditors to ensure that the Companys business practices conform to the requirements of customers. The Directors believe that the Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control systems are commensurate with the nature, size and complexity of its business and ensure the proper safeguarding of assets, maintenance of proper accounting records and provision of reliable financial information. The Internal Audit team of the Company evaluates the effectiveness and quality of internal controls and reports on their adequacy through periodic reporting. During the year under review, these controls were tested and no reportable material weakness in the design or operation of such controls was identified

37. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement

38. PARTICULARS OF EMPLOYEES

There was no employee who was in receipt of remuneration for the financial year under report in the aggregate of more than Rs. One Crore Two Lakhs per annum, if employed throughout the year or Rs. Eight Lakhs Fifty Thousand per month, if employed for part of the financial year, within the meaning of Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this Report as Annexure-VII.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The Board is responsible for implementation of the Code. All Board members and the designated employees have confirmed compliance with the Code.

41. PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a Policy for Preservation of Documents & Archival thereof, classifying them in two categories as follows: a) documents whose preservation shall be permanent in nature; b) documents with preservation period of not less than eight years after completion of the relevant transactions. http://www.addiindustries.com/wp-content/uploads/2022/09/Addi_Preservation-of-documents-and-Archive-policy.pdf

42. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the year under review, no instances of fraud were reported by the statutory auditors under Section 143(12) of the Companies Act, 2013 and rules framed there under either to the Company or to the Central Government.

43. COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

The Company continues to comply with the provisions of the Maternity Benefits Act, 1961 as amended. All eligible female employees are provided with maternity benefits in accordance with the statutory requirements. Including paid maternity leave, nursing breaks and protection from dismissal during maternity leave. However there were no instances of non-compliance reported during the period under review. Further during the period under review the number of female employees in the Company was less than fifty therefore the Company was not required to provide creche facility.

44. DETAILS OF APPLICATION MADE OR 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

No such application filed/ pending during the period under review.

45. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT

UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company doesnt fall under the classes of Companies specified under Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Accordingly, the Company is not required to maintain Cost Records as specified by the Central Government.

46. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 the directors would like to state that:

A. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; B. The directors have selected such accounting policies and have 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 or loss of the Company for the year under review; C. The directors 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 any fraud or other irregularities; D. The directors have prepared the annual accounts on a going concern basis; E. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and F. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

47. ACKNOWLEDGEMENTS

The Directors take this opportunity to place on record their sincere appreciation for the support received during the year from the investors shareholders, customers, employees, suppliers, regulators, lenders and business partners relevant to Addi Industries. The Directors also take this opportunity to acknowledge the support received from all our external supporters such as the Central and State government authorities, the BSE Limited, banks and financial institutions, depositories, analysts, advisors, suppliers and other business partners for their support during the year.

We look forward to your continued support in achieving the formidable goals that the Company seeks to achieve in the current financial year.