Agarwal Fortune India Ltd Directors Report

b) STATE OF COMPANYS AFFAIRS AND RESULTS OF OPERATIONS:

Your Company is engaged in the business of trading in various types of glasses, providing technical consultancy and advisory services, and undertaking other allied activities relating to industrial glass and other categories.

The Highlights of the Companys performance are as under:

During the financial year 2025-26, the Company recorded Total Income of Rs. 563.13 Lakhs, as compared to Rs. 448.45 Lakhs in the previous financial year. The Company earned a Profit of Rs. 6.22 Lakhs during the year, as against a Profit of Rs. 19.47 Lakhs in the previous year.

The Company is continuously exploring and evaluating new Business opportunities and trying to revamp their Business operations with improvement in the present scenario and new strategies to better its position and performance and, Directors are further hopeful that business environment shall improve in the near future.

2. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT AND CHANGE IN NATURE OF BUSINESS.

During the year under review, there were no material changes and commitments affecting the financial position of the company.

Changes in Share Capital

During the Financial Year 2025-26, there was change in the capital structure of the Company.

THE CAPITAL STRUCTURE AS ON 31ST MARCH 2026 IS AS FOLLOWS:

Note:

*Increase in Authorized Share Capital of the Company:

The Authorised Share Capital of the Company increased from existing Rs. 3,75,00,000/- (Rupees Three Crore Seventy-Five Lakhs Only) divided into 37,50,000 (Thirty-Seven lakhs Fifty Thousand) Equity Shares of Rs. 10/each to Rs. 8,75,00,000/- (Rupees Eight Crore Seventy-Five Lakhs Only) divided into 87,50,000 (Eighty-Seven Lakhs Fifty Thousand) Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company, as approved by the shareholders in the Extra Ordinary General Meeting held on 09.07.2025.

Shifting of Registered Office

During the Financial Year 2025-26, the Registered Office of the Company was shifted within the local limits of Jaipur from S-9-A, 2nd Floor, Sagar Ratna, Gopalpura Bypass Road, Shri Gopal Nagar, Jaipur, Rajasthan – 302019 to Third Floor, F-2264, RIICO Industrial Area, Ramchandrapura, Sitapura Industrial Area, Jaipur, Rajasthan – 302022, with effect from 15th October 2025, pursuant to the approval of the Board of Directors of the Company. The requisite statutory filings in connection with the aforesaid change of Registered Office have been duly completed with the Registrar of Companies and other applicable authorities.

2. DIVIDEND

Your Directors did not recommend any dividend for the financial year 2025-26.

3. DIVIDEND DISTRIBUTION POLICY

Your company doesnt fall under the criteria, as required under Regulation 43A of the Listing Regulations.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the Financial Year 2025-26.

5. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6.LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company are listed on BSE Limited (BSE), Mumbai. The listing fees for the financial year 2025-26 have been duly paid.

Listing Details:

- Stock Exchange: BSE Limited, Mumbai

- Stock Code: 530765

- ISIN: INE510B01018

7.SUBSIDIARY, ASSOCIATE COMPANIES OR JOINT VENTURE:

The Company does not have any Holding, Subsidiary, and Joint Venture or associate Company during the year under review.

8. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial Year 2025-26 is available on the Companys website at web link- https://agarwalfortune.com/investor-relation/annual-return/.

9.CHANGE IN REGISTRAR AND TRANSFER AGENT:

During the year under review, there was no change in the Registrar and Transfer Agent of the Company.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a well-balanced and diverse Board comprising Directors with appropriate qualifications, experience, skills and expertise in areas relevant to the Companys business and operations. The composition of the Board is in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of the Board

As at 31st March, 2026, the composition of the Board of Directors was as follows:

In accordance with the compliances, Board has an optimum combination of Executive & Non-Executive Directors. The Board comprised of:

Accordingly, the Board comprises one Executive Director and four Non-Executive Directors, including three Independent Directors.

All Directors possess appropriate qualifications, skills, experience and knowledge in areas including general corporate management, finance, business, strategy, marketing, regulatory matters and other allied fields, enabling them to effectively contribute to the deliberations of the Board and its Committees. All Independent Directors of the Company have been appointed as per the provisions of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. Independent Directors play an important role in deliberations at the Board Meetings and bring to the Company their wide experience in the field of Business and Industry. The Company has issued formal letter of appointment to all the Independent Directors on their appointment explaining inter-alia, their roles, responsibilities, term of appointment, code of conduct, functions and duties. The terms and conditions of their appointment are disclosed on the Companys website at https://agarwalfortune.com/investor-relation/corporate-governance/independent-directors-terms-of-appointment/. All the Independent Directors of the Company, have given a declaration affirming compliance to the criteria of independence pursuant to Section 149 of the Companies Act, 2013 and SEBI, (LODR) Regulations, 2015.

In the opinion of the Board, each Independent Director possesses appropriate balance of skills, experience and knowledge, as required.

KEY MANAGERIAL PERSONNEL

As at 31st March, 2026, the Key Managerial Personnel of the Company were as follows:

Chief financial officer:

- Ms. Monika Shekhawat was appointed as Chief Financial Officer on 31st March, 2025 and resigned from the position with effect from 5th June, 2025.

- Mr. Aryan Khunteta was appointed as Chief Financial Officer with effect from 8th September, 2025.

Company secretary and compliance officer:

- Ms. Aditi Parmar

Changes in the Board during the Year:

During the year under review, Mrs. Pooja Dangayach (DIN: 11056575) was appointed as an Additional Non-Executive Director of the Company with effect from 13th June, 2025. Subsequently, the Members of the Company, at the Extra-Ordinary General Meeting held on 9th July, 2025, approved her appointment as an Independent Director for a term of five consecutive years, in accordance with the applicable provisions of the Companies Act, 2013.

Retirement by Rotation

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahesh Kumar Agarwal (DIN: 02806108), Executive and Managing Director, retires by rotation at the ensuing 34th Annual General Meeting and, being eligible, offers himself for re-appointment. The requisite details relating to her re-appointment are provided in the Notice convening the Annual General Meeting.

Disqualifications Of Directors

During the year under review, the Company received declarations from all the Directors pursuant to Section 164 of the Companies Act, 2013, confirming that none of them is disqualified from holding office as a Director of the Company. Further, none of the Directors of the Company has been debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India (SEBI) or any other authority, in terms of SEBI Circular No. LIST/COMP/14/2018-19 dated 20th June, 2018 on the subject "Enforcement of SEBI Orders regarding Appointment of Directors by Listed Companies". Further, pursuant to Regulation 34(3) read with Schedule V, Clause C, sub-clause (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate issued by the Practicing Company Secretary in this regard is enclosed with this Boards Report as Annexure IV.

Declaration By Independent Directors-

The Independent Directors of the Company have furnished declarations confirming that they meet the criteria of independence prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the applicable conditions of independence. The Independent Directors are not liable to retire by rotation in terms of Section 149(13) of the Companies Act, 2013. All the Independent Directors have enrolled their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Board Diversity-

The Nomination and Remuneration Committee has formulated the Board Diversity Policy in accordance with Regulation 19(4) read with Schedule II, Part D of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy provides a framework for maintaining an appropriate balance of skills, experience, knowledge, independence and diversity on the Board.

The Board is satisfied that its present composition provides an appropriate mix of qualifications, skills, experience, knowledge and diversity required for the effective functioning of the Company.

Directorships in Other Companies

As at 31st March, 2026, the Directors held directorships in other companies as follows:

Resignation of Independent Director

None of the Independent Directors of the Company resigned from their post during the year 2025-26.

Board Skills, Expertise and Competencies

The Board comprises qualified members who bring in the required skills, competence and expertise that allow them to make effective contribution to the Board and its committees. In view of the objectives and activities of our Business, the Company requires skills/expertise/ competencies in the areas of Finance, Regulatory, Strategy, Business Leadership, Technology, Sales & Marketing, Hospitality, Human Resources and Risk & Governance. The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, diversity and independence required for it to function effectively. The Board periodically evaluates the need for change in its composition and size.

Board Meetings and Procedure

The Board meets at regular intervals to review the Companys performance, financial results, business operations, strategies, policies and other matters requiring its consideration. The agenda and relevant background material are circulated to the Directors sufficiently in advance to enable informed deliberations and decision-making. The Board in its meeting reviews the existing policies and programmes and also formulates various strategies for the betterment of the Company and enhancement of stakeholders value. The Board considers matters relating to business, production, finance, marketing, personnel, materials and general administration also.

During the financial year 2025-26, the Board met seven (7) times, on 29th May, 2025, 13th June, 2025, 13th August, 2025, 8th September, 2025, 15th October, 2025, 3rd November, 2025 and 11th February, 2026. The gap between any two consecutive meetings did not exceed the period prescribed under applicable law.

Attendance of Directors

The attendance of Directors at the Board Meetings held during the financial year 2025-26 and at the last Annual General Meeting held on 30th September, 2025, together with details of their other directorships, committee positions and shareholding, is set out below:

*Mrs. Pooja Dangayach was appointed to the Board with effect from 13th June, 2025.

Separate Meeting of Independent Directors

Pursuant to the Regulation 25(3) of the SEBI (LODR) Regulations, 2015 and Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 11TH March, 2026, without the attendance of non-independent directors and members of management. They discussed following at the meeting:

The Independent Directors, inter alia:

- reviewed the performance of the Non-Independent Directors and the Board as a whole; and

- assessed the quality, quantity and timeliness of the flow of information between the management and the Board necessary for the effective discharge of their duties.

All three Independent Directors attended the meeting.

Familiarization Programme

The Company has in place a familiarisation programme for its Directors, particularly Independent Directors, to familiarise them with the Companys operations, business model, industry environment, regulatory framework, roles, rights and responsibilities.

Details of familiarization programme are available on the Companys website at following web link https://agarwalfortune.com/investor-relation/familiarisation-program-to-independent-directors/ .

Inter-se relationship among directors

Mr. Mahesh Kumar Agarwal and Mrs. Sharda Agarwal are husband and wife.

Appointment and Re-appointment of Directors

The following Directors are proposed to be appointed/re-appointed at the ensuing Annual General Meeting:

1. Re-appointment of Director liable to retire by rotation: Mr. Mahesh Kumar Agarwal (DIN: 02806108), who retires by rotation and, being eligible, offers himself for re-appointment as a Director of the Company, in terms of Section 152 of the Companies Act, 2013.

2. Re-appointment of Managing Director: In terms of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, Mr. Mahesh Kumar Agarwal (DIN: 02806108) is proposed to be re-appointed as Managing Director of the Company for a further term of five (5) consecutive years commencing from 22nd July, 2027 to 21st July, 2032 (both days inclusive), subject to the approval of the Members at the ensuing Annual General Meeting and such other approvals as may be required under applicable laws.

The requisite details relating to the proposed appointment/re-appointment of the Directors are provided in the Notice convening the ensuing Annual General Meeting.

11. COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has constituted the following committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

The Committees comprise an appropriate mix of Executive, Non-Executive and Independent Directors, as required under applicable laws. Each Committee functions in accordance with its respective terms of reference, as approved by the Board of Directors.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to all the Committees of the Company, namely, the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee.

a. Audit Committee:

The Audit Committee has been constituted in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Committee possess the requisite financial literacy and expertise in accounting and financial management.

i. Terms of reference:

The Audit Committee performs the functions prescribed under Section 177 of the Companies Act, 2013 and Part C of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including oversight of the Companys financial reporting process, review of financial statements and related disclosures, evaluation of internal financial controls and risk management systems, review of related party transactions and consideration of reports submitted by the internal and statutory auditors.

ii.Composition and Meetings:

The Audit Committee comprises three Directors, including two Independent Directors, and is chaired by Mrs. Archana Gupta, Independent Director. During the financial year ended 31st March 2026, the Committee met five (5) times on 29th May, 2025, 13th August, 2025, 8th September, 2025, 3rd November, 2025 and 11th February, 2026.

The Composition and attendance record of the members at the meeting is as under:

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been constituted in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Terms of reference:

The terms of reference of the Nomination and Remuneration Committee includes the matters as specified under Section 178 of the Companies Act, 2013 and Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including recommending appointments and re-appointments of Directors and Key Managerial Personnel, determining the criteria for qualifications, positive attributes and independence of Directors, recommending remuneration and evaluating the performance of the Board, its Committees and Directors.

ii. Composition and Meetings:

The Nomination and Remuneration Committee comprises of three Non-Executive Directors, including two Independent Directors, and is chaired by Mrs. Archana Gupta, Independent Director.

During the financial year ended 31st March, 2026, the Committee met two (2) times, on 13th June, 2025 and 28th September, 2025.

The composition and attendance record of the members at the meeting is as under:

iii. Performance Evaluation of the Board and Independent Directors

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulations 17(10) and 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria and process for evaluation of the performance of the Board, its Committees and individual Directors.

i. Performance Evaluation Process

During the year under review, the Board carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors. The evaluation was based on parameters including composition and diversity, effectiveness of Board and Committee processes, quality and timeliness of information, participation and attendance, contribution to deliberations and decision-making, fulfilment of responsibilities, independence of judgement, compliance with applicable laws and governance standards, and overall effectiveness.

ii. Evaluation of Independent Directors

The performance of the Independent Directors was evaluated by the Board, excluding the Director being evaluated. The Independent Directors separately evaluated the performance of the Chairman, Non-Independent Directors and the Board as a whole.

iii. Evaluation Criteria

The performance of individual Directors was assessed on the basis of their knowledge, skills, preparedness, commitment, participation, constructive contribution, fulfilment of duties, adherence to ethical standards and ability to exercise independent judgement.

The evaluation of the Board and its Committees covered their composition, diversity, terms of reference, effectiveness of meetings, quality of deliberations, participation of members, recommendations to the Board, governance practices and fulfilment of their respective responsibilities.

Based on the evaluation undertaken, the Board is satisfied with the performance and effectiveness of the Board, its Committees and individual Directors.

iv. Remuneration of Directors:

Transactions with Non-Executive/Independent Directors:

The Non-Executive and Independent Directors of the Company do not have any material pecuniary relationship or transactions with the Company. No remuneration or sitting fees were paid to any Non-Executive or Independent Director during the financial year 2025-26.

Criteria for Making Payment:

The remuneration of Directors, if any, is determined in accordance with the Nomination and Remuneration Policy of the Company and the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the Companys website at following link at https://agarwalfortune.com/investor-relation/corporate-governance/nomination-and-remuneration-policy/ and is also annexed to the Boards Report.

Remuneration to Executive Directors:

During the financial year 2025-26, no remuneration was drawn by any of the Executive Directors of the Company.

Other Remuneration-related Disclosures:

- The Company does not pay any fixed remuneration or performance-linked incentives to its Directors.

- The Company does not have any service contract with any of its Directors.

- The Company has not granted any stock options to any Director or employee during the year under review.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee has been constituted in accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Terms of reference:

The Committee is responsible for considering and resolving grievances and queries of security holders, including, matters relating to transfer/transmission of securities, non-receipt of annual reports, non-receipt of declared dividends and other related matters.

ii. Composition and Meetings:

The Committee comprises three Directors, of whom the majority are Independent Directors, and is chaired by Mrs. Sharda Agarwal.

During the financial year ended 31st March, 2026, the Committee met two (2) times, on 13th August, 2025 and 3rd November, 2025.

The composition and attendance record of the members at the meeting is as under:

During the year under review, no complaint was received from the shareholders/security holders and no complaint remained unresolved as at 31st March, 2026.

12. SEBI COMPLAINTS REDRESS SYSTEM (SCORES) AND INVESTOR COMPLAINTS:

The Company is registered with the SEBI Complaints Redress System (SCORES).

Investor grievances are also handled through the Companys Registrar and Share Transfer Agent, Beetal Financial & Computer Services (P) Ltd.

Details of Investor Complaints Received and Redressed during FY 2025-26:

During the financial year 2025-26, no investor complaints were received by the Company. Accordingly, there were no complaints pending or requiring redressal as at 31st March, 2026.

13. GENERAL SHAREHOLDERS INFORMATION:

Annual General Meeting - Date, Time and Venue:

Day: Tuesday

Date: 30th September, 2025

Time: 03:30 P.M. (IST)

Mode: Through Video Conference.

Financial Year: The financial year covers the period from 1st April 2025, to 31st March 2026.

Financial Calendar:

Results for the Quarter ending 30th June, 2025: 13th day of August, 2025

Results for the Quarter ending 30th Sept, 2025: 03rd day of November, 2025

Results for the Quarter ending 31st Dec, 2025: 11th day of February, 2026

Results for the Quarter ending 31st Mar, 2026: 22nd day of May, 2026

Book Closure:

During the financial year, there was no requirement for closure of the Register of Members or Register of Security Holders under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of Compliance Officer:

Ms. Aditi Parmar

Registered Office: Third Floor, F-2264, RIICO Industrial Area, Ramchandrapura, Jaipur – 302022

Email: afiljaipur@gmail.com

Contact: 91-723-0043249

Details of Registrars and Share Transfer Agents:

BEETAL FINANCIAL & COMPUTER SERVICES (P) LTD.

Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Center Near Dada Harsukhdas Mandir, Delhi - 110062

E Mail ID: beetal@beetalfinancial.com

Tel:- 91-1129961281 Fax- 91-1129961284

14. GENERAL BODY MEETINGS:

a. Details of the General Body Meetings held during last three years:

b. Details of Special Resolutions Transacted in last three years General Body Meetings are as under:

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm 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 had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has neither made any loans and investments nor has given any guarantee or provided any security in connection with a loan to any other body corporate or person within the meaning of Section 186 of Companies Act, 2013. For further details, please refer Notes to the Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During the financial year under review, all contracts, arrangements and transactions entered into with related parties were in the ordinary course of business and on an arms length basis. The Company has not entered into any material contract, arrangement or transaction with related parties within the meaning of the applicable provisions of the Companies Act, 2013 and the Companys Policy on Materiality of Related Party Transactions. Accordingly, the particulars of contracts or arrangements with related parties, as required under Section 134(3) of the Companies Act, 2013, in Form AOC-2, are enclosed with this Boards Report as Annexure I. The details of related party transactions are also disclosed in the Notes to the Financial Statements. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Companys website:https://agarwalfortune.com/investor-relation/corporate-governance/related-party-transaction-policy/

18. AUDITORS:

a)Statutory Auditors-

M/s Jethani and Associates, Chartered Accountants, Jaipur (ICAI Firm Registration No. 010749C) were appointed as the Statutory Auditors of the Company by the Members at the 33rd Annual General Meeting held on 30th September, 2025, to hold office from the conclusion of the 33rd Annual General Meeting until the conclusion of the 34th Annual General Meeting.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company under the Companies Act, 2013 and the rules made thereunder.

During the financial year 2025-26, the Company paid a total audit fee of ?75,000/- (Rupees Seventy-Five Thousand only) to the Statutory Auditors for the services rendered.

The Statutory Auditors Report for the financial year ended 31st March, 2026, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report, read together with the relevant Notes to the Financial Statements, are self-explanatory and therefore do not call for any further comments or explanations from the Board.

Reporting of fraud by Statutory Auditors-

During the year under review, there was no instance of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

Appointment of Statutory Auditor for the Financial Year 2026-27:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, the Board of Directors has recommended the appointment of M/s Jethani and Associates, Chartered Accountants (ICAI Firm Registration No.010749C), as Statutory Auditors of the Company for the financial year 2026-27, to hold office from the conclusion of the 34th Annual General Meeting until the conclusion of the 35th Annual General Meeting, subject to the approval of the Members at the ensuing Annual General Meeting.

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Monika Gupta, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed herewith as Annexure II to this Board Report.

c)Cost Record and Cost Audit-

Your company does not fall within the provisions of Section 148 of Companys Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

d) Internal Auditor-

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company appointed M/s ASAR & ASSOCIATES, Chartered Accountants (ICAI Firm Registration No. (FRN: 019461C), Firm to conduct internal audit for the Company for the financial year 2025-26. The Internal Audit Report for the financial year ended 31st March, 2026, submitted by the Internal Auditor, does not contain any qualification, reservation, adverse remark or disclaimer.

19. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The prescribed particulars of employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III and forms the part of this Board Report.

20. PARTICULARS OF EMPLOYEES:

During the year, none of the employee of the company is drawing remuneration in excess of Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month. As on 31.03.2026, Company has five Directors, one CFO and one CS. There are no other employees in the company. None of the employee was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Hence, disclosure pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given.

21. CORPORATE GOVERNANCE REPORT:

As per Regulation 15(2)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.

As on 31st March 2026, The Paid-up Equity Share Capital of the Company is ?343.54 Lakhs (which does not exceed ?10 Crore) and its Net Worth is ?72.10 Lakhs (which does not exceed ?25 Crore) as on the last day of the previous financial year. Therefore, a Corporate Governance Report does not form part of this Board Report.

22. CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATION:

Due to the exemption under Regulation 15(2)(a), the CFO and Managing Director compliance certification required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company for the financial year ended 31st March, 2026. Therefore, no such certificate is attached to this Board Report.

23. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel (KMP) and other employees which is being approved and adopted by the Board and has been posted on the website of the Company and can be accessed through web site https://agarwalfortune.com/investor-relation/corporate-governance/nomination-and-remuneration-policy/. The policy is also annexed as Annexure- V forming part of this Board Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Statement in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure – VI.

25. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s ASAR & ASSOCIATES, Chartered Accountants (ICAI Firm Registration No. 019461C). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under :

A. Conservation of Energy

The steps taken or impact on conservation of energy:

i. The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii.The capital investment on energy conservation equipments: Nil

B. Technology Absorption :

i. The efforts made towards technology absorption: Not Applicable.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

iv. Company has not incurred any expenditure on Research and Development during the year under review.

C. Further there was neither inflow nor outflow of foreign exchange during the year.

27. RISK MANAGEMENT:

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

28. PREVENTION OF INSIDER TRADING:

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 and Provisions of Section 195 of the Companies Act, 2013 provides that no person, which includes any director or key managerial personnel of a company, was not involved in the insider trading. The listed entity shall devise a framework to avoid insider trading and abusive self-dealing.

The Board of Directors have adopted the Code of Fair Disclosure for the Company and would ensure that the Management adheres to this code to make the Unpublished Price Sensitive Information of the Company would be made available to the general public as soon as it is possible for the Company to do so. The Company recognizes that strict observance of the Code is a basic pre-requisite for ensuring full confidentiality of all "unpublished price sensitive information" and to build general investor confidence and stakeholder credibility.

29. CORPORATE SOCIAL RESPONSIBILITY

The Companys net worth is below than Rs. 500 Crores, Turnover is less than Rs. 1000 Crores and Net Profit (Before Tax) is less than Rs. 5 Crores, hence provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility (CSR) are not applicable to the company.

30. INVESTOR RELATIONS (IR)

Investor Relations (IR) as the touch point for the Investor Community whereby information relating to the Company is disseminated uniformly and widely. This helps the investor Community to access a seamless channel of communication of the Companys business activities, strategy and prospects and allows them to make an informed judgment about the Company. The Company continues to interact with all types of funds and investors to ensure a diversified shareholder base in terms of geographical location, investment strategy and investment horizon. The company follows all regulatory guidelines while disseminating the information.

In order to ensure accurate, transparent and timely information flow, the IR department holds the following activities:

- Provides detailed updates on the Companys performance on the stock exchanges immediately after the release of quarterly results.

- Meetings with investors to brief them about the Companys ongoing performance/ initiatives and respond to their queries and concerns.

The company allows investors to determine whether a company is a good investment for their needs. Investor Relations departments are sub-departments of public relations (PR) departments and work to communicate with investors, shareholders, government organizations, and the overall financial community.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/Whistle Blower Policy.

The Policy provides a mechanism for Directors and employees to report genuine concerns relating to illegal or unethical conduct, actual or suspected fraud, or violation of the Companys Code of Conduct and policies. It also provides adequate safeguards against victimisation and allows direct access to the Chairperson of the Audit Committee in appropriate cases.

During the year under review, no protected disclosure or reportable matter was received under the Vigil Mechanism/Whistle Blower Policy. Further, no personnel were denied access to the Audit Committee for reporting their concerns. The policy is available at the following weblink - https://agarwalfortune.com/investor-relation/corporate-governance/whistle-blower-policy-vigil-mechanismdisclosures/.

It is hereby affirmed by the Board that No personnel have been denied access to the Audit Committee to lodge their grievances.

32. CODE OF CONDUCT:

As a measure of good corporate governance, the Company has adopted a Code of Conduct applicable to all Board Members and the Senior Management Team, as well as a separate Code of Conduct for Independent Directors. The Company has obtained annual affirmations of compliance with the respective Codes of Conduct from all the Board Members and Senior Management Personnel, including Annual Declaration affirming compliance with Code of Conduct from the Managing Director, for the financial year ended 31st March, 2026.

However, the provisions of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the formulation of a Code of Conduct and the declaration of compliance therewith, are not applicable to the Company in view of the exemption provided under Regulation 15(2)(a) of the said Regulations. Accordingly, the declaration regarding compliance with the Code of Conduct, as contemplated under Regulation 17(5), is not required to be made or included in this Report.

33. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY COMPANY:

The Company does not have any holding/ subsidiary company. Hence provisions of Section 197(14) of Companies Act, 2013 are not applicable to the Company.

34. VOTING RIGHTS OF EMPLOYEES:

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3) (c) of Companies Act, 2013.

35. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued shares under employees stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

36. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (issue of sweat equity) Regulations, 2002 during the Financial Year.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no other significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations.

38. INSURANCE:

The Companys assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

39. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2026.

40. DEPOSITORY SERVICES:

The Companys Equity shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL) .The Company has been allotted ISIN No. INE510B01018.

41. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

42. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Human Resource development team strives to empower employees across the company with required competencies through up skilling, providing role clarity, adequate resources to motivate them and help them realize their maximum potential. Companys Industrial relations continued to be healthy, cordial and harmonious work environment through several welfare, health and safety initiative across facilities and offices during the period under review.

43. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

An Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. Further, during the year 2025-26 no grievance/complaint was reported from any employee.

44. COMPLIANCE OF SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

45. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM and no physical meeting will be held and your company has make necessary arrangements with NSDL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice of the Meeting,

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:

There are no such events occurred during the period from 01st April, 2025 to 31st March, 2026, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

43. LOANS FROM DIRECTORS AND DIRECTORS RELATIVES:

Subject to the Companies (Acceptance of Deposits) second Amendments Rules 2015, Company has accepted Loans from Directors and their relatives after receiving a declaration in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others. The details of the amount received during the financial year are as follows:

44. GENERAL DISCLOSURES:

a. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years:

During the last three financial years, there were no instances of non-compliance, penalties or strictures imposed on the Company by any Stock Exchange, SEBI or other statutory authority in relation to capital market matters.

b. Compliance with mandatory requirements:

Your Company has complied with all the mandatory requirements of the SEBI Listing Regulations, 2015 during the year. The Company has not adopted any of the non-mandatory requirements of SEBI (LODR) Regulations, 2015.

c. Subsidiaries including Web link and Policy for Determining Material Subsidiaries:

Your Company does not have any subsidiary, including any material subsidiary, as at 31st March, 2026. The Policy for Determining Material Subsidiaries has been formulated in accordance with the applicable regulatory requirements and is available on the Companys website, at the following weblink-https://agarwalfortune.com/investor-relation/corporate-governance/policy-for-determining-material-subsidiaries/

d. Disclosure of commodity price risks and commodity hedging activities:

Your Company does not deal in any commodity and hence is not directly exposed to any commodity price risk.

e. Disclosure of Accounting Treatment:

The Financial Statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other applicable provisions of the Act.

f.Prevention of Sexual Harassment at Workplace:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act 2013. During the financial year 2025-26:

g. Disclosure of Demat Suspense Account/ Unclaimed Suspense Account

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows:

h. Discretionary Requirements

The Company has not adopted any of the discretionary requirements specified under Part E of Schedule II to the SEBI Listing Regulations.

i. Website Disclosures

The Company has duly complied with the requirements of Clauses (b) to (i) of sub regulation (2) of Regulation 46 of the Listing Regulations.

j. Means of Communication:

The Company communicates financial and other material information to its shareholders and stakeholders through the following means:

- Financial Results: The Board of Directors of the Company approves and takes on record the Quarterly, Half Yearly and Yearly Financial Results in the format as prescribed by SEBI (LODR) Regulations, 2015 within 45/60 days of the end of the respective quarter.

- Newspaper publication : The Quarterly/ Half yearly/ Annual Results of the Company are published in accordance with the SEBI (LODR) Regulations, 2015 in the following Newspapers i.e e Financial Express (English Edition) and Nafa Nuksan (Hindi Edition). Link - https://agarwalfortune.com/investor-relation/financials/newspaper-publishing/.

- Website: The Companys website www.agarwalfortune.com has a dedicated section titled Investor Relations section and its sub-sections, which contain all the information required by the shareholders including Quarterly Results, Shareholding Pattern, Stock Exchange Disclosures, Annual Reports, etc. Policies, additional disclosures etc. as per regulation 46 of the Listing Regulations.

- Official Media releases and presentations made to Institutional Investors/Financial Analysts: No official media releases or presentations to institutional investors/financial analysts were made during the year.

k. Share Transfer System:

In terms of Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, transfer of securities, transmission and transposition of securities are effected only in dematerialised form, in accordance with the applicable SEBI requirements.

Special Window for Transfer-cum-Dematerialization of Physical Securities

Pursuant to the SEBI Circular dated 30th January, 2026, a special window has been provided from 5th February, 2026 to 4th February, 2027 to facilitate transfer-cum-dematerialization of physical securities which were sold/purchased prior to 1st April, 2019. The special window also covers transfer requests submitted earlier which were rejected, returned or not attended to due to deficiencies in documents, process or otherwise.

The securities transferred under this special window shall be mandatorily credited to the transferees demat account and shall remain subject to a lock-in period of one year from the date of registration of transfer, during which such securities shall not be transferred, lien-marked or pledged.

Eligible shareholders may submit the requisite documents to the Company/Registrar and Share Transfer Agent within the aforesaid period, i.e., on or before 4th February, 2027, subject to the conditions prescribed by SEBI.

The Company has publicized the opening of the special window through the prescribed modes, including newspaper publication. The relevant newspaper publications are available on the Companys website and can be accessed at the following link https://agarwalfortune.com/investor-relation/financials/newspaper-publishing/.

Direct Credit of Securities and Discontinuation of Letter of Confirmation

Pursuant to the SEBI Circular dated 30th January, 2026, the requirement of issuance of a Letter of Confirmation (LOC) for specified investor service requests has been discontinued with effect from 2nd April, 2026. Accordingly, after completion of the prescribed due diligence, securities relating to such investor service requests are to be credited directly to the investors demat account through the prescribed process.

l. Outstanding GDRs/ADRs/Warrants/Convertible instruments and their impact on equity- The Company has not issued any GDRs/ADRs/Warrants or any convertible Instruments.

m. Commodity price risk or foreign exchange risk and hedging activities:

Your Company does not deal in any commodity or foreign exchange; hence it is not directly exposed to any commodity price risk or foreign exchange risk and hedging action.

n. Shareholding Pattern:

As on as on 31st March, 2026, Shareholding pattern of the company is as follows:

Distribution of Shareholding as on March 31st, 2026

Dematerialization of shares as on 31st March, 2026:

45. ACKNOWLEDGEMENTS:

Your Directors places on record its sincere appreciation for the continued support and cooperation extended by the Government and regulatory authorities, Stock Exchanges, SEBI, the Companys bankers, investors, shareholders, customers, employees and other stakeholders.

The Board also acknowledges the valuable contribution and commitment of the employees and all other stakeholders towards the Companys growth and development during the year under review.