ANI Integrated Services Ltd Directors Report

<dhhead-DIRECTORS REPORT</dhhead-

To

The Members,

ANI Integrated Services Limited

Your Directors hereby take the pleasure of presenting the 17^th Annual Report of your Company together with the Audited
Financial Statement of the Company for the year ended March 31, 2026.

1. FINANCE:

- FINANCIAL STATEMENTS AND RESULTS:

The Companys performance during the year ended March 31, 2026, as compared to the previous financial
year, is summarized below:

(Rs.in lakhs)

	Standalone		Consolidated
Particulars	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Revenue from Operations	23,981.53	21,371.71	25,423.35	22,746.35
Other Income	108.64	53.87	95.49	41.46
Impairment gain on financial assets	-	389.54	0.21	404.16
Total Revenue	24,090.17	21,815.13	25,519.05	23,191.97
Less: Expenses	23,855.63	20,750.99	24,989.75	21,896.88
Profit/ (Loss) before tax	234.55	1,064.14	529.30	1,295.09
Less:
1. Current Tax	(9.26)	115.11	19.04	115.11
2. Deferred Tax	(28.65)	84.87	(28.63)	86.19
Profit after Tax	272.46	864.16	538.89	1,093.79

- REVIEW OF PERFORMANCE:

During the year under review, the Company has reported to a profit of Rs. 272.46 (In Lakhs) as compared to a
profit of Rs. 864.16 (In Lakhs) in Standalone Basis; and the Company has reported to a profit of Rs. 538.89 (In
Lakhs) as compared to a profit of Rs. 1,093.79 (In Lakhs) on Consolidated Basis.

The Company continues to be engaged in the activities pertaining to Deputation of Manpower, Operations & Maintenance and Projects Consultancy.

There was no change in the nature of the business of the Company during the year under review.

During the financial year under review, the company has adopted to Indian Accounting standard (Ind As)
Described under section 133 of the companies Act, 2013, read with companies (Indian accounting standard)
Rules 2015 as amended. Accordingly, the financial statement for the year ended 31^st March 2026 have been
Prepared in compliance with Ind As. The impact of the transaction from the previous GAAP has been
Appropriately disclosed in the notes forming part of the financial statement

- SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 14,00,00,000 (Rupees Fourteen Crores only).

Pursuant to the approval of the shareholders at the Extraordinary General Meeting held on May 18, 2024, the
Company has allotted 13,35,000 Equity Warrants.

The Board of Directors, by way of a circular resolution dated September 30, 2025, allotted 13,35,000 Equity
Shares. As on March 31, 2026, the subscribed and fully paid-up capital of the Company is 11,68,72,000
(Rupees Eleven Crore Sixty-Eight Lakh Seventy-Two Thousand only) consisting of 1,16,87,200 (Rupees One
Crore Sixteen Lakh Eighty-Seven Thousand Two Hundred Only) equity shares of Rs. 10 each (Rupees 10 each).

- DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73
of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review. Hence, the requirement for furnishing of details relating to deposits covered under
Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not
applicable.

- PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered by the Company with related party (ies) as defined under
the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in
ordinary course of business and on an arms length basis. Further, none of these contracts / arrangements /
transactions with related parties could be considered material in nature as per the thresholds given in Rule
15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence, no disclosure is required to
be given in this regard.

Further, Related Party Transactions are placed on a quarterly basis before the Audit Committee and the Board
for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of a foreseeable and repetitive nature.

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

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are given below:

A. Conservation of Energy

Considering the nature of activities, since energy consumption of the company is insignificant, hence
there is no specific need for Conservation of Energy.

B. Technology Absorption

Considering the nature of activities of the Company, there is no requirement with regard to technology
absorption.

C. A.Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings: 9,68,96,172/-
Foreign Exchange Outgo: 8,73,069/-

- TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the year ended March 31, 2026

- PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Details of the loans, guarantees and investments covered under Section 186 of the Act, form part of the notes
to the standalone Financial Statements of the Company.

2. DIVIDEND:

"The Directors have recommended a Dividend of Rs. 0.50 per Equity Share of Rs. 10 each, out of the current years
profit, on 1,16,87,200 Equity Shares of Rs. 10 each amounting to Rs. 58,43,600. The final dividend on Equity Shares, if
approved by the Members, would involve a cash outflow of Rs. 58,43,600" .

3. UNPAID DIVIDEND & IEPF:

Pursuant to the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends remaining unclaimed or unpaid for a
period of seven consecutive years from the date of transfer to the Unpaid Dividend Account are required to be
transferred to the Investor Education and Protection Fund (IEPF) within the prescribed timelines.

The details with respect to unclaimed dividend(s) which remains liable to be transferred to Investor Education &
Protection Fund (IEPF) are tabled below:

Financial Year	Type of Dividend	Rate (%)	Date of Declaration	Date of Transfer to IEPF	Amount Transferred to Unpaid Unclaimed Dividend Account
2018-19	Final Dividend	5%	14/09/2019	13/10/2026	1,275

Members who wish to claim their dividend declared in past and which remains unclaimed, are requested to contact,
Bigshare Services Private Limited, 1^st Floor, Bharat Tin-work Building, Opp. Vasant Oasis Makwana Road, Marol Andheri (E),
Mumbai - 400059. or write to the Company at its Registered office.

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The particulars as required under the provisions in respect to the details of Subsidiary, Associate and Joint Venture
Company are furnished in "Annexure - I" which forms part of this Report.

5. EXTRACT OF ANNUAL RETURN:

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a Company shall not
be required to attach the extract of annual return with the Boards Report in Form No. MGT-9, in case the web link of
such annual return has been disclosed in the Boards report in accordance with sub section (3) of section 92 of the
Companies Act, 2013.

The Annual return is placed on the weblink of the Company viz., <https://aniintegratedservices.com/investors-
financial-information.php-

6. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the
Companys financial position have occurred between the end of the Financial Year of the Company and the date of
this report.

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company
are adequate. During the year under review, no material or serious observation has been received from the Statutory
Auditors of the Company for inefficiency or inadequacy of such controls.

The internal audit was carried out by an independent firm, M/s. Shah Valera & Associates LLP, Internal Auditor of the
Company for the Financial year 2025-26 under review. The periodical audit reports, including significant audit
observations and corrective actions there-on, are presented to the Chairperson of the Audit Committee.

8. MATTERS RELATING TO THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

- APPOINTMENT:

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of
Directors of the Company, at its meetings held on January 15, 2026 and March 31, 2026, approved the
appointment of Mr. Sandeep Arvind Bhat (DIN: 11440921) and Mr. Roy Choudhury Subir (DIN: 00130803),
respectively, as Additional Directors (Non-Executive, Independent) of the Company with effect from January
15, 2026 and March 31, 2026.

The Board has recommended the appointment of Mr. Sandeep Arvind Bhat and Mr. Roy Choudhury Subir as
Independent Directors of the Company, not liable to retire by rotation, for a term of five consecutive years
commencing from January 15, 2026 and March 31, 2026, respectively, to the approval of the Members at the
ensuing AGM.

The Company has received declarations from both the aforesaid Directors confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has
also received their consent to act as Directors and confirmations that they are not disqualified from being
appointed as Directors in terms of Section 164 of the Companies Act, 2013.

In the opinion of the Board, both the proposed Independent Directors possess the requisite integrity,
expertise, experience and proficiency required to discharge their duties effectively and satisfy the conditions
specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

- RESIGNATION:

None of the Directors of the Company has resigned during the year.

- CHANGE IN DESIGNATION:

There has been no change in the designation of any Director of the Company during the year.

- CHANGE(S) IN KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the composition of the Key Managerial Personnel of
the Company.

- RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Akshay Korpe (DIN : 02201941)
(Whole time Director) is liable to retire by rotation at the ensuing Annual General Meeting of the Company
and, being eligible, offers himself for re-appointment.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure
received from him pursuant to Section 164(2) of the Companies Act, 2013.

Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations read with Secretarial Standard - 2 on
General Meetings, a brief profile of Mr. Akshay Korpe is provided as an Annexure to the Notice of the 17^th
Annual General Meeting.

- DECLARATION BY INDEPENDENT DIRECTORS:

The Company has complied with the definition of Independence as prescribed under Section 149(6) of the
Companies Act, 2013, read with Schedule IV (Code of Independent Directors) and in accordance with
Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended. In the opinion of the Board, all the Independent Directors possess the
integrity, expertise and experience including the proficiency required to be Independent Directors of the
Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are
independent of the management and have also complied with the Code for Independent Directors as
prescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they have registered themselves with the
Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent
Directors within the statutory timeline.

All Independent Directors have submitted declarations confirming that they meet the criteria of
independence and have disclosed their Directorships and Committee memberships as required under
applicable laws.

Further, the Independent Directors have affirmed that they are not aware of any circumstances or
relationships that could compromise their ability to discharge their duties independently and objectively.

9. MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

- NUMBER OF BOARD MEETINGS:

The Board of Directors met 8 (Eight) times during the Financial year ended March 31, 2026, in accordance with
the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Board Meetings.

Also, the intervening gap between any two Meetings was within the period prescribed by the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

-ATTENDANCE RECORD

Attendance of Directors
Dates on which the Meetings were held	Mr. Navin Korpe	Mr. Kedar Korpe	Mr. Akshay Korpe	Mr. Anita Korpe	Mr. Chandra Shekhar Joshi	Mr. Rajendra Gadve	Mr. Srikant Venkatrao Jainapur	Mr. Sandeep Arvind Bhat*	Mr. Roy Choudhury Subir*
19/05/2025	Present	Present	Present	Present	Present	Present	Present	NA	NA
12/06/2025	Present	Present	Present	Present	Present	Present	Present	NA	NA
12/08/2025	Present	Present	Present	Present	Present	Present	Absent	NA	NA
02/09/2025	Present	Present	Present	Present	Present	Present	Present	NA	NA
14/11/2025	Present	Present	Present	Present	Present	Absent	Present	NA	NA
15/01/2026	Present	Present	Present	Present	Present	Present	Present	NA	NA
12/02/2026	Present	Present	Present	Absent	Present	Absent	Present	Present	NA
31/03/2026	Present	Present	Present	Present	Present	Present	Present	Present	NA

* Mr. Sandeep Arvind Bhat and Mr. Roy Choudhury Subir were appointed as Additional Director w.e.f. January 15, 2026 and
March 31,2026.

- AUDIT COMMITTEE:

-PREAMBLE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013
("the Act"). The Composition of the Audit Committee is in conformity with the provisions of the said section.

-TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act.

-NUMBER OF AUDIT COMMITTEE MEETINGS:

The Audit Committee members met 7 (seven) times during the Financial year ended March 31, 2026, in
accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Committee
Meetings.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

-COMPOSITION OF AUDIT COMMITTEE:

Audit Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Srikant Venkatrao Jainapur	Non - Executive Independent Director	Chairpman
Mr. Chandrashekhar Joshi	Non - Executive Independent Director	Member
Mr. Navin Nandkumar Korpe	Managing Director	Member

-ATTENDANCE RECORD

Attendance of Directors
Dates on which the Meetings were held	Mr. Navin Nandkumar Korpe	Mr. Chandra Shekhar Joshi	Mr. Srikant Venkatrao Jainapur
19/05/2025	Present	Present	Present
12/08/2025	Present	Present	Absent
02/09/2025	Present	Present	Present
14/11/2025	Present	Present	Present
15/01/2026	Present	Present	Present
12/02/2026	Present	Present	Present
31/03/2026	Present	Present	Present

- NOMINATION AND REMUNERATION POLICY:

-PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the
Company in accordance with the requirements of Section 178 of the Act.

-TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee have been framed in
accordance with the Act.

-NUMBER OF NOMINATION & REMUNERATION COMMITTEE MEETINGS:

The Nomination and Remuneration members met 5 (five) times during the Financial year ended March 31,
2026, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Committee
Meetings.

-COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Nomination & Remuneration Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Srikant Venkatrao Jainapur	Non - Executive Independent Director	Chairman
Mr. Chandrashekhar Joshi	Non - Executive Independent Director	Member
Mr. Navin Nandkumar Korpe	Non - Executive Non - Independent Director	Member

-ATTENDANCE RECORD

		Attendance of Directors
Dates on which the Meetings were held	Mr. Navin Nandkumar Korpe	Mr. Srikant Venkatrao Jainapur	Mr. Chandra Shekhar Joshi
12/08/2025	Present	Absent	Present
02/09/2025	Present	Present	Present
15/01/2026	Present	Present	Present
12/02/2026	Present	Present	Present
31/03/2026	Present	Present	Present

- NOMINATION AND REMUNERATION POLICY:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013,
formulated the policy settng out the criteria for determining qualifications, positive attributes, independence
of a Director and policy relating to remuneration for Directors, Key Managerial Personnel, and other
employees.

The Remuneration Policy is available on Companys website and can be accessed via the link provided
herein below: https://aniintegratedservices.com/investors-policies.php

- STAKEHOLDERS RELATIONSHIP COMMITTEE:

-PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has
constituted the Stakeholders Relationship Committee.

-TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in
accordance with the Act.

-NUMBER OF STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

The Stakeholders Relationship Committee members met 2 (Two) times during the Financial year ended March
31, 2026, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Committee
Meetings.

-COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee consists of following members:

Name of Members		Designation Membership in Committee
Mr. Anita Korpe		Non - Executive Non - Independent Director		Chairperson
Mr. Srikant Venkatrao Jainapur		Non - Executive Independent Director		Member
Mr. Navin Nandkumar Korpe		Managing Director		Member
-ATTENDANCE RECORD
			Attendance of Directors
Dates on which the Meetings were held	Mr. Navin Nandkumar Korpe		Mr. Anita Korpe		Mr. Srikant Venkatrao Jainapur
14/11/2025	Present		Present		Present
12/02/2026	Present		Absent		Present

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

-PREAMBLE:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

-TERMS OF REFERENCE OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The scope and terms of reference of the Corporate Social Responsibility Committee have been framed in
accordance with the Act.

-NUMBER OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETINGS:

The Corporate Social Responsibility Committee members met 1 (one) times during the Financial year ended
March 31, 2026, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Committee
Meetings.

-COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Navin Nandakumar Korpe	Managing Director	Chairperson
Mr. Kedar Navin Korpe	Managing Director	Member
Mr. Srikant Venkatrao Jainapur	Non - Executive Independent Director	Member

-ATTENDANCE RECORD

Attendance of Directors
Dates on which the Meetings were held	Mr. Navin Nandkumar Korpe	Mr. Srikant Venkatrao Jainapur	Mr. Kedar Navin Korpe
31/03/2026	Present	Present	Present

-EXPENDITURE PERTAINING TO CORPORATE SOCIAL REPOSIBILITY FOR THE FINANCIAL
YEAR 2025-26:

A Meeting of the Corporate Social Responsibility (CSR) Committee was held on March 31, 2026, wherein the
Committee reviewed and discussed the Companys CSR initiatives for the Financial year ended March 31,
2026. During the Meeting, it was noted that the Company had identified a suitable avenue for undertaking
CSR activities in alignment with the areas specified under Schedule VII of the Companies Act, 2013.
Accordingly, the Company contributed a sum of Rs. 9,50,000/- (Rupees Nine lakh Fifty Thousand Only) as a
donation to Shree Avadh Foundation, a charitable organization duly registered under Section 12AA and
Section 80G of the Income Tax Act, 1961, eligible to receive CSR contributions.

The Annual Report on Corporate Social Responsibility as per The Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed hereto and marked as "Annexure - IV".

10. VIGIL MECHANISM / WHISTLE BLOWER:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014, the Board of Directors have adopted a "Whistle Blower Policy" to provide a
framework for Directors and employees to report genuine concerns.

The Policy is designed to ensure adequate safeguards against victimization of individuals who raise concerns
regarding potential violations of legal or regulatory requirements, misrepresentation of Financial Statements or
other unethical conduct. Employees have the option to report their concerns directly to the Chairperson of the Board.
The Company remains committed to maintaining the highest standards of ethical, moral and legal business conduct.

The Whistle Blower Policy is available on Companys website and can be accessed via the link provided herein below:
https://aniintegratedservices.com/investors-policies.php

11. RISK MANAGEMENT POLICY:

The Board of Directors has formulated a Risk Management Policy and accompanying guidelines to identify, assess and
mitigate risks that could adversely impact the Companys business operations. The Policy provides a structured and
proactive approach to manage uncertainties and incorporate risk considerations into decision making processes
across all business divisions and corporate functions. Key business risks and their mitigation strategies are integrated
into the Companys annual and strategic business planning, as well as periodic management reviews.

12. CORPORATE GOVERNANCE REPORT:

The corporate governance provisions specified under Regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27
and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), are not applicable to the Company. Notwithstanding this, the Company remains committed to
upholding the highest standards of corporate governance and continually endeavors to adopt and implement best
governance practices in its operations and overall administration.

13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

In accordance with the provisions of the Companies Act, 2013, the Board has conducted the annual performance
evaluation of the Board as a whole, its Committees-namely, the Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee as well as
individual Directors, including the Chairperson of the Board.

The evaluation was carried out through a structured feedback mechanism, which involved a survey completed by
each Director. The survey assessed various aspects of Board functioning, such as the composition and effectiveness of
the Board and its Committees, domain expertise, competencies and governance practices. A separate evaluation
exercise was undertaken to assess the performance of individual Directors, including the Chairperson, based on
parameters such as attendance, active participation and contribution at Board and Committee Meetings.

A separate Meeting of the Independent Directors was held, where the performance of Non - Independent Directors,
the Board as a whole, and the Chairperson was evaluated, taking into consideration the input of the Executive
Director. The outcomes of these evaluations were subsequently discussed at the Board Meeting, including the
performance of the Board, its Committees, and individual Directors. The performance evaluation of Independent
Directors was conducted by the entire Board, excluding the Director being evaluated.

14. AUDITORS:

- APPOINTMENT:

At the Annual General Meeting held on September 26, 2022, the members approved the re-appointment of
M/s. Shah & Modi, Chartered Accountants (Firm Registration No. 112426W), as the Statutory Auditors of the
Company, to hold office from the conclusion of the 13^th Annual General Meeting until the conclusion of the 18^th
Annual General Meeting, on such remuneration as may be determined by the Board of Directors, in addition to
reimbursement of out-of-pocket expenses incurred for the purpose of audit.

The Company has received a certificate from the Statutory Auditors confirming that their re-appointment is in
accordance with the limits prescribed under the Companies Act, 2013.

- AUDITORS REPORT:

The observations, qualifications or disclaimers, if any, made by M/s. Shah & Modi, Chartered Accountants, in
their report for the financial year ended March 31, 2026, read together with the explanatory notes forming
part of the Financial Statements are self-explanatory and do not require any further comments or
explanations from the Board under Section 134(3) of the Companies Act, 2013.

- REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the year under review, there were no instances of fraud reported by the Statutory Auditors of the
Company under Section 143(12) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

- MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain cost records
as specified under the said Rules.

- SECRETARIAL AUDIT FOR THE YEAR ENDED MARCH 31, 2026:

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 and the rules
made thereunder, the Company is required to obtain a Secretarial Audit Report from a Practicing Company
Secretary.

Based on the recommendation of the Board, M/s. Prajot Vaidya & Associates, Practicing Company Secretaries,
were appointed as the Secretarial Auditors of the Company for a term of five consecutive years commencing
from April 1, 2025 and continuing up to the conclusion of the 21^st Annual General Meeting of the Company to
be held in respect of the financial year ending March 31, 2030, in accordance with the applicable provisions of
the Companies Act, 2013.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by M/s. Prajot Vaidya &
Associates in Form No. M R-3, forms part of this Boards Report as Annexure - II.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis report is annexed hereto and marked as "Annexure - III".

16. OTHER DISCLOSURES:

- DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern
status and the Companys operations in future.

- DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the
Company for the year ended March31, 2025 the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures.

b) such accounting policies have been selected and applied consistently and the Directors 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 March 31, 2026 and of the profit and loss of the Company for that year;

c) proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively;

f) that the Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively.

- DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

- DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

- DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under
review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances where the Company failed to exercise voting rights in
respect of shares acquired directly by employees under a scheme pursuant to Section 67(3) of the Companies
Act, 2013, read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

- DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During year under review, no application was filed under the Insolvency and Bankruptcy Code, 2016 (IBC) by
any financial creditor, operational creditor or by the Company itself before the National Company Law Tribunal
(NCLT) for initiation of the Corporate Insolvency Resolution Process.

- DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING
LOAN FROM BANK AND AT THE TIME OF ONE SETTLEMENT WITH BANK:

During the year under review, the Company did not enter into any one-time settlement arrangement with any
Bank or Financial Institution.

- COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Companyhas complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) in respect of Meetings of the Board of Directors and General Meetings.

- POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

During the Financial Year 2025-26, the Board 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 framed thereunder. In compliance
with the said Act, the Company has duly constituted an Internal Complaints Committee (ICC) to address any
complaints related to sexual harassment.

The Committee confirmed that the Company has maintained a zero-tolerance stance towards sexual
harassment and no complaints were received during the Financial Year 2025-26.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed of during the year	NIL
Number of cases pending for more than ninety days	NIL

The Company has complied with all applicable provisions relating to the constitution and functioning of the
Internal Complaints Committee under the said Act.

- DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014:

During the year under review, the Company was in compliance with respect to the provisions relating to the
Maternity Benefits Act, 1961.

- MAINTENANCE OF STATUTORY BOOKS AND REGISTERS:

Pursuant to the special resolution passed by the Members at the 9th Annual General Meeting held on August
2, 2018, the Company has resolved to maintain the Register of Members and Index of Members at the
premises of M/s. Bigshare Services Private Limited, located at 1st Floor, Bharat Tin Work Building, Opposite
Vasant Oasis, Makwana Road, Marol, Andheri (E), Mumbai - 400059.

- LOANS FROM DIRECTORS OR DIRECTORS RELATIVES:

During the financial year under review, the Company did not borrow any funds from its Directors or their
relatives.

17. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER
RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as
"Annexure- V"

18. APPRECIATION:

The Board of Directors expresses its sincere gratitude to the Companys customers, shareholders, suppliers, bankers,
business partners and associates, financial institutions and the Central and State Government authorities for their
continued support and encouragement."