Agribio Spirits Ltd Directors Report

Your Directors are happy to present the 51st Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL RESULTS

The highlights of the financial position for the year as compared to the corresponding period in the previous year are given below;

	Standalone	Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	4604.45	2007.50	4604.45	2007.50
Other Income	138.85	74.67	145.07	74.67
Total Income	4743.30	2082.17	4749.52	2082.17
Purchases	4475.56	1797.46	4489.82	1797.46
Employee Benefit Expenses	2.62	4.49	10.50	4.49
Administration and Other Expenses	59.30	97.65	77.99	97.65
Sub-Total	4537.48	1899.60	4578.31	1899.60
Profit before Interest, Depreciation and Tax	205.82	182.57	171.21	182.57
Depreciation and Amortization Expense	6.17	8.97	20.36	8.97
Profit before Interest and Tax	199.65	173.6	150.85	173.6
Finance Cost	28.35	18.34	29.38	18.34
Share of Profit/ (Loss) of Associates	-	-	172.88	150.50
Profit Before Tax & Extraordinary Items	171.30	155.26	294.35	305.75
Tax Expense	1
-Current Tax	42.62	39.86	42.62	39.86
-Deferred Tax Liability/(Assets)	0.44	0.95	-42.77	0.95
-Income Tax for Earlier Years	3.76	-	3.76	-
Net Profit for the Year	124.48	114.44	290.74	264.94

HIGHLIGHTS OF COMPANYS PERFORMANCE

The financial statements for the financial year 2025-26 of the company are prepared in accordance with relevant Indian Accounting Standards (Ind-AS) issued by the Institute of Chartered Accountants of India and form part of this Annual Report as notified by the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("The SEBI Listing Regulations").

Standalone Financial Results

During FY 2025-26, the Company recorded a significant improvement in its standalone financial performance. Revenue from Operations increased to Rs.4,604.45 lakh from Rs.2,007.50 lakh in FY 2024-25, registering a growth of 129.38%. Total Income increased to Rs.4,743.30 lakh as compared to Rs.2,082.17 lakh in the previous year. Profit Before Tax increased by 10.33% to Rs.171.30 lakh, while Net Profit increased by 8.51% to Rs.124.48 lakh as against Rs.114.44 lakh in FY 2024-25.

Consolidated Financial Results

On a consolidated basis, the Company reported a strong growth in its operating performance during FY 2025-26. Revenue from Operations increased by 129.38% to Rs.4,604.45 lakh from Rs.2,007.50 lakh in the previous year, while Total Income increased to Rs.4,749.52 lakh from Rs.2,082.17 lakh. The consolidated Profit Before Tax stood at Rs.294.35 lakh, compared to Rs.305.75 lakh in FY 2024-25. Despite the marginal decline in Profit Before Tax, Net Profit increased by 9.74% to Rs.290.74 lakh from Rs.264.94 lakh in the previous year, supported significantly by the share of profit of associates amounting to Rs.172.88 lakh.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Board of Directors of the Company (the Board) has adopted a Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to shareholders and/or retaining profits earned by the Company. The Policy is available on the Companys website at https://www.agribiospirits.co.in/policies.html

In line with the above policy, your directors have recommended a final dividend of 0.30 paise (i.e. 3%) per equity share of face value of Rs. 10/- each for FY26. The proposed final dividend pay-out will amount to Rs. 32.65 Lacs. The payment of final dividend is subject to approval of the shareholders at the 51^st Annual General Meeting ("AGM") of the Company. The dividend payout is in accordance with the Companys dividend distribution policy.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

SHARE CAPITAL

Authorized Share Capital

As on the date of this Report, the Authorised Share Capital of the Company is Rs.11,00,00,000/ - divided into 1,10,00,000 Equity Shares of Rs.10 each.

During the financial year under review, there was no change in the Authorised Share Capital of the Company.

Paid-up Share Capital

During the financial year under review, the Company allotted an aggregate of 5,75,000 Equity Shares of Rs.10/- each pursuant to the conversion of 5,75,000 warrants into Equity Shares. The details of the allotments are as follows:

(a) 40,000 Equity Shares of Rs.10/- each pursuant to the conversion of warrants on April 9, 2025;

(b) 1,75,000 Equity Shares of Rs.10/- each pursuant to the conversion of warrants on April 13, 2025; and

(c) 3,60,000 Equity Shares of Rs.10/- each pursuant to the conversion of warrants on May 17, 2025.

Consequently, as on the date of this Report, the Issued, Subscribed and Paid-up Share Capital of the Company stands at Rs.10,88,42,370/- divided into 1,08,84,237 Equity Shares of Rs.10/- each.

During the financial year under review, the Company has not issued any shares with differential voting rights or sweat equity shares, nor has it granted any stock options under any employee stock option scheme.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2026.

TRANSFER OF UNPAID DIVIDEND TO IEPF

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer to the IEPF all unpaid/unclaimed dividends and the corresponding shares after completion of seven years from the date of declaration of dividend.

During the financial year under review, no amounts were required to be transferred to the IEPF, as the period of seven years has not yet elapsed in respect of any unpaid or unclaimed dividend or other amounts.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit as on 31st March, 2026.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition

The composition of the Board of Directors of the Company is governed by the Act and Regulation 17 of the Listing Regulation and is in conformity with the requirements thereof. As on the date of this Report, the Board of Directors comprises 5 (five) Directors, consisting of One Executive Director, Two Non-Executive & Non-Independent Directors including one Woman Director and Two Independent Directors. The details of the Board composition, skills and expertise possessed by each Director, along with other disclosures required under the Listing Regulations, are set out in detail in the Corporate Governance Report provided in Annexure V.

Appointments during the financial year 2025-26

During the financial year under review, there was no appointment or re-appointment of any Director on the Board of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Puja Bajoria (DIN: 07018123), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment.

Cessations/ Retirements during the financial year 2025-26

During the financial year under review, Mr. Pankaj Sharma (DIN: 09512492), Non-Executive Non-Independent Director of the Company, resigned from the Board of Directors with effect from the close of business hours on May 30, 2025, due to his personal reasons.

The Board of Directors places on record its sincere appreciation for the valuable guidance, support and contributions made by Mr. Pankaj Sharma during his association with the Company and wishes him success in his future endeavors.

The list of Directors of the company as on the date of this report is provided below:

Name of the Director	Designation
1. Mr. Ratan Singh	Managing Director
2. Mrs. Puja Bajoria	Non-Executive Director
3. Mr. Ashutosh Bajoria	Non-Executive Director
4. Mr. Kamal Kishor Sharma	Chairman and Independent Director
5. Mr. Nitin Ghanshyam Hotchandani	Independent Director

Changes in Key Managerial Personnel during the financial year 2025-26

The Board of Directors, at its meeting held on June 10, 2025, approved the appointment of Ms. Madhuri Dhanopia as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from June 10, 2025. Except for the aforesaid appointment, there was no change in the Key Managerial Personnel of the Company during the financial year under review.

In terms of the provisions of the Act, the following are the Key Managerial Personnel of the Company as on the date of this Report:

Name of Key Managerial Personnel	Designation
1. Mr. Ratan Singh	Executive- Managing Director
2. Mr. Gaurav Somani	Chief Financial Officer
3. Ms. Madhuri Dhanopia	Company Secretary cum Compliance Officer

Declaration from Independent Directors on an Annual Basis

As per declaration received from Independent Directors, they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and have complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per evaluation done by the Nomination and Remuneration Committee and by the Board of all the Independent Directors by considering the parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management, expertise and experience etc. all the Independent Directors have maintained the integrity, expertise and have vast experience in the industry.

All the Independent Directors have registered themselves in the Independent Directors data bank and all independent directors of the company has exempted to pass self-assessment test so no need to pass self-assessment test by the independent directors of the company as conducted by the IICA . They possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. Moreover, the independent directors have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

During the reporting period, none of the Directors of the Company are disqualified in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

The Company has devised the Terms and Conditions for appointment of Independent Directors available on the following web link https://www.agrihiospirits.co.in/policies.html Code of Conduct of Independent Directors available on the following web link https://www.agribiospirits.co.in/policies.html

Familiarization Programme for Independent Directors

A formal induction programme for new Directors and an ongoing familiarization process with respect to the business/working of the Company for all Directors is important to familiarize the directors with the dynamics of the industry to increase their a bility to take informed decisions. In compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has put in place a familiarization programme for Independent Directors as a guide for Independent Directors from time-to-time for better understanding of the Companys operations. The details of such familiarization programs for Independent Directors are posted on the website of the Companyhttps://www.agribiospirits.co.in/policies.html

Performance Evaluation of the Board, its committees and individual Directors

In terms of requirements of Listing Regulations and provisions of the Companies Act, Nomination cum Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of performance of Board, its Committees and Individual Directors. Based on the same, annual evaluation of its own performance, performance of its Committees, Individual Directors including Independent Directors was carried out during the reporting period. The Company had adopted the evaluation parameters as suggested by ICSI and SEBI with suitable changes from Companys perspective.

The Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of th e Directors individually including Independent Directors (excluding the director being evaluated) has been made.

Performance evaluation of Directors was carried out by Board and Nomination and Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board, deliberations and participation level in board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and Initiative to maintain high level of integrity and ethics and the sam e was apprised to the Board of Directors.

Independent Directors had carried out performance evaluation of Non-Independent Directors in their separate meeting, the Board as a whole and performance evaluation of Chairman was carried out, taking into account the views of Executive and NonExecutive Directors. The Board expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

Your Company has a well-defined policy for selection, appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial Personnel and Senior Management employees. The web link of the policy is https://www.agribiospirits.co.in/policies.html

The Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Senior Management employees includes the criteria for determining qualifications, positive attributes, independence of director and other matters as per section 178(3) of the Companies Act, 2013 is stated in the "Annexure III" which form part to this report.

CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES

The Company has adopted a Code of Conduct for its Directors and Employees, including a Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as prescribed under the Companies Act, 2013. The said Codes are available on the Companys website at https://www.agribiospirits.co.in/policies.html management-team in terms of the applicable regulatory requirements, all Directors, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with their respective Codes of Conduct. A declaration to this effect by the Chairman and Managing Director forms part of the Report on Corporate Governance.

MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors met on Fifteen (15) occasions. Details of the meetings of the Board are given in the Corporate Governance Report, which is a part of this Report.

COMMITTEES OF THE BOARD

There are three Committees of the Board of Directors in compliance with various requirements of the Companies Act, 2013 and SEBI LODR which are as follows:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

The details of composition, meetings held during the financial year 2025-26, terms of reference, etc., pertaining to said committees are mentioned in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

An exclusive meeting of the Independent Directors was held on 24^th March, 2026 for familiarization with their role.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions of the SEBI LODR, the Board of Directors state that:

i. In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors have 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 profits of the Company for that period;

iii. 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 fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors on the Board have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR and they also comply with Rule 6(1) and (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. In the opinion of the Board, they fulfil the conditions of independence as specified in the Companies Act, 2013 and the SEBI LODR and are independent of the management.

INTERNAL FINANCIAL CONTROLS

Your Company has adequate internal financial control mechanisms commensurate with its size and scale of operations, procedures and policies ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, such controls were reviewed and no reportable material weakness either in design or in operation were observed.

SUBSIDIARIES/JOINT VENTURE/ ASSOCIATE COMPANY

Subsidiaries: During the year, your Company completed the acquisition of 100% of the equity share capital of Solkit Distillery and Brewery Private Limited. Consequently, Solkit Distillery and Brewery Private Limited became a wholly owned subsidiary of the Company with effect from the date of acquisition.

Associate: Your Company has one associate company named Agribiotech Industries Limited having investment of 29.76% as on March 31, 2026.

Joint Venture: Your Company doesnt have any Join Venture.

SCHEME OF AMALGAMATION (MEGER BY ABSORPTION)

The Board on its meeting held on December 31, 2024 has considered Scheme of Amalgamation [Meger by Absorption] Pursuant to Sections 230 to 232 of The Companies Act, 2013 And Rules Framed thereunder of Agribiotech Industries Limited (Transferor Company) with Agribio Spirits Limited (Transferee Company) and their respective Shareholders and Creditors. The BSE Limited have issued Observation Letter on the Scheme of Merger and the Honble National Company Law Tribunal, Jaipur Bench, ("NCLT"), vide its order dated August 13, 2026 (hereinafter referred to as "Order") has issued direction to respective Company to hold Equity Shareholders, Secured Creditors and Unsecured Creditors Meeting. More details can be accessed on the company website: https://www.agribiospirits.co.in/Scheme-of-Merger-Amalgamation.html

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial conditions and results of operations of the Company for the year under review, as required under regulation 34 (2) (e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in the separate section forming part of this Annual Report as "Annexure- IV".

CORPORATE GOVERNANCE

The Company is committed to upholding the highest standards of corporate governance and compliance with applicable laws and regulations, including the Companies Act, 2013, SEBI Listing Regulations and RBI guidelines. Its governance framework is founded on the principles of transparency, accountability, integrity and ethical business conduct, with the objective of protecting stakeholder interests and creating sustainable long-term value. The Board exercises independent and informed judgment, supported by timely and accurate information, to ensure responsible decision-making and sustainable growth. The Corporate Governance Report forms part of the Annual Report as "Annexure- V".

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the company does not fall under the ambit as provided under Section 135 of the Companies Act, 2013 read-with Rules made thereunder.

RISK MANAGEMENT POLICY

In compliance with the applicable provisions of Companies Act, 2013, the Board has framed and adopted the Risk Management Policy of the company in order to ensure that the Companys affairs shall be carried out in a sound and prudent manner by managing its business, operating and financial risk by adopting appropriate risk identification, assessment, and control and mitigation measures. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions entered into during the year were in the ordinary course of business and on an arms length basis. The details of Related Party Transactions for the year, including the nature and amount of such transactions, are disclosed in the Financial Statements of the Company and form part thereof.

The Company has not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. Accordingly, the disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 is not applicable.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, as approved by the Board, may be accessed on the Companys website at https://www.agribiospirits.co.in/policies.html

LOANS, GUARANTEE OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

AUDITORS

a) Statutory Auditors

M/s R P Khandelwal & Associates, Practicing Chartered Accountants, Jaipur (Firm Registration No.: 001795C), were reappointed as Statutory Auditors of the Company for a further term of five consecutive years at the 50th Annual General Meeting. Accordingly, they continue to hold office as Statutory Auditors of the Company.

Further, pursuant to the Companies (Amendment) Act, 2017, ratification of the appointment of Statutory Auditors at every AGM is not required.

The Auditors Report contains a qualification, which has been appropriately explained by the Management in the Financial Statements and does not call for any further comments.

Auditors opinion	Management Reply
1. Non-Current Investments includes: Shares held, quoted and in physical form having market worth Rs. 0.76 lacs are not held in the name of the company. This is in contravention to section 187 of the Companies Act, 2013.	The Company is in the process of Converting theses shares in the name of the Company at its earliest and then proceeds to demat these shares.
2. The interest payable under MSMED Act, 2006 and other disclosures of trade payable to micro enterprises and small enterprises has not been ascertained and not provided for by associate Company M/s Agribiotech Industries Limited.	The associate company has not provided the interest on delay payment to MSME as it has long standing relation with these suppliers and they agreed to waive the interest on delay payment in view of present economic and financial position of the company.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, Mr. Abhishek Sharma, Proprietor of M/s Abhishek S & Associates, Practicing Company Secretaries, having ICSI Membership No. FCS F14142 and C.O.P. No. 25039, conducted the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report for the financial year 2025-26 is annexed herewith as "Annexure-I". The report does not contain any reservation, qualification or adverse remark.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report for the year ended 31st March, 2026, issued by Mr. Abhishek Sharma, Practicing Company Secretary, Jaipur, is enclosed herewith.

c) Cost Auditor:

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and is not required to appoint Cost Auditors.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Board has appointed M/s Ashish NK Agrawal & Associates, Chartered Accountants, Jaipur as Internal Auditor of the Company to carry out the internal audit of the company for the F.Y. 2025-26.

The internal audit report received from the internal auditors were reviewed by the Audit Committee and Board of Directors and the observations, if any, mentioned in the Internal Audit Report received for the financial year 2025-26 were duly looked into by the Management from time to time.

During the financial year 2025-26, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link https://www.agribiospirits.co.in/downloads.html

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub - section 3(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed as "Annexure- X" to this Boards Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code.

During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading. The Board has already adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Tradi ng) Regulations, 2015. The same has been placed on the website of the Company https://www.agribiospirits.co.in/downloads.html

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or Whistle Blower Policy for directors, employees and all stakeholders to report any concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct.

The same is also disclosed on companys website https://www.agribiospirits.co.in/policies.html It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment at Workplace - Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. Further, it is hereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee which is responsible for redressal of complaints rel ated to sexual harassment at the workplace. The policy covers all employees (permanent, contractual, temporary, trainees) irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. The policy is available on the Companys website at the

https://www.agribiospirits.co.in/downloads.html During the year 2025-26, no case of Sexual Harassment was reported.

The following is the summary for the F.Y 2025-26.

No. of Complaints received	NIL
No. of Complaints resolved	NIL
No. of Complaints pending	NIL

DETAILS OF APPLICATION MADE OR PROCEEDING, PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE FY

During the year under review, there were no application made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code 2016.

GREEN INITIATIVE FOR PAPERLESS COMMUNICATION

Ministry of Corporate Affairs ("MCA"), Government of India has announced "Green Initiative in Corporate Governance" by allowing Companies to send Notices / Documents / Annual Reports and other communication to its shareholders by electronic mode i.e. by e-mail.

In line with the initiatives taken by MCA, AGRIBIO SPIRITS LIMITED proposes to send documents such as Notices of General Meeting(s), other Notices, Annual Report and all other communications to its Shareholders through electronic mode i.e. on the e-mail address provided by you. To support this green initiative in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to fill in the Registration fo rm which can be obtained from Companys Registrar Niche Technologies Private Limited

Please note that all such documents shall be made available on the Companys website and the same shall also be kept open for inspection at the Corporate Office of the Company during the business hours.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and Companys operations in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media the employees and other stakeholders of the Company.