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Aten Papers & Foam Ltd Directors Report

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Nov 3, 2026|12:00:00 AM

Aten Papers & Foam Ltd Share Price directors Report

To,

The Members,

Aten Papers & Foam Limited

Your Directors are pleased to present the 8 th Boards Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended on 31 st March, 2026.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31 st March, 2026 and for the previous financial year ended on 31 st March, 2025 is given below:

(Rs. In Lakhs)

Particulars 2025-26 2024-25
Revenue from operation 18,665.40 13,869.22
Other Income 29.37 2.57
Total Income 18,694.76 13,871.79
Total Expenses 17,696.80 12,931.09
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax 997.96 940.70
Exceptional and Extra Ordinary Items 0.00 0.00
Profit / (Loss) Before Tax 997.96 940.70
Less: Current Tax 258.60 240.71
Deferred Tax 0.38 (1.15)
Profit / (Loss) for the Period After Tax 738.97 701.14
Earnings per share (EPS)
Basic 7.72 10.02
Diluted 7.72 10.02

2. OPERATIONS:

The total revenue from operations for the Financial Year 2025-26 is Rs. 18,665.40 Lakhs as compared to the total revenue from operations of Rs. 13,869.22 Lakhs in the previous Financial Year. The Company has incurred a Profit Before Tax of Rs. 997.96 Lakhs during the Financial Year 2025-26, as compared to Rs. 940.70 Lakhs in the previous Financial Year. The Net Profit After Tax for Financial Year 2025-26 is Rs. 738.97 Lakhs as against Net Profit After Tax of Rs. 701.14 Lakhs in the previous Financial Year.

The Board of Directors are continuously looking for new avenues for the future growth of the Company and expects better growth in the future.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2025-26, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 st March, 2026 is available on the Companys website at www.atenpapers.com

5. SHARE CAPITAL:

• Authorised Share Capital:

The Authorised Equity Share Capital of the Company on 31 st March, 2026 is Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs Only) divided into 1,05,00,000 (One Crore Five Lakhs) equity shares having face value of Rs. 10.00/- (Rupees Ten Only) each.

During the year there is no change in the Authorised Equity Share Capital of the Company.

• Paid-up Share Capital:

The Paid-up Equity Share Capital of the Company as on 31 st March, 2026 is Rs. 10,30,00,000/- (Rupees Ten Crores Thirty Lakhs Only) divided into 1,03,00,000 (One Crore Three Lakhs) equity shares having face value of Rs. 10.00/- (Rupees Ten Only) each.

The Board of Directors, at its meeting held on 18 th June, 2025, allotted 33,00,000 (Thirty-Three Lakhs) fully paid- up equity shares of the Company, having a face value of Rs. 10.00/- (Rupees Ten Only) each, at an issue price of Rs. 96.00/- (Rupees Ninety-Six Only) per equity share, including a securities premium of Rs. 86.00/- (Rupees Eighty-Six Only) per equity share, for cash consideration pursuant to the Initial Public Offer (IPO) of the Company.

Consequently, the paid-up equity share capital of the Company increased from Rs. 7,00,00,000/- (Rupees Seven Crores Only), divided into 70,00,000 (Seventy Lakhs) equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each, to Rs. 10,30,00,000/- (Rupees Ten Crores Thirty Lakhs Only), divided into 1,03,00,000 (One Crore Three Lakhs) equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each.

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not recommend any dividend for the Financial Year 2025-26 (Previous year - NIL).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF). During the year under review, there was no unpaid or unclaimed dividend in the Unpaid Dividend Account lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31 st March, 2026 is transferred to profit and loss account of the Company under Reserves and Surplus.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND IOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

10. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 12 (Twelve) times viz. 10 th April, 2025, 28 th April, 2025, 29 th April, 2025, 30 th April, 2025, 7 th June, 2025, 17 th June, 2025, 18 th June, 2025, 8 th September, 2025, 14 th November, 2025, 25 th November, 2025, 27 th January, 2026 and 31 st March, 2026.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31 st March, 2026 the applicable accounting standards have been followed and there is no material departure from the same;

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 financial year and of the profit of the company for the financial year ended on 31 st March, 2026;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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;

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

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

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

• Initial Public Offer (IPO):

The Board of Directors, at its meeting held on 18 th June, 2025, allotted 33,00,000 (Thirty-Three Lakhs) fully paid-up equity shares of the Company, having a face value of Rs. 10.00/- (Rupees Ten Only) each, at an issue price of Rs. 96.00/- (Rupees Ninety-Six Only) per equity share, including a securities premium of Rs. 86.00/- (Rupees Eighty-Six Only) per equity share, for cash consideration pursuant to the Initial Public Offer (IPO) of the Company.

Consequently, the paid-up equity share capital of the Company increased from Rs. 7,00,00,000/- (Rupees Seven Crores Only), divided into 70,00,000 (Seventy Lakhs) equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each, to Rs. 10,30,00,000/- (Rupees Ten Crores Thirty Lakhs Only), divided into 1,03,00,000 (One Crore Three Lakhs) equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each.

• Share Purchase Agreement (SPA):

The Board of Directors, at its meeting held on 31 st March, 2026, approved the proposal to enter into a Share Purchase Agreement (SPA) for acquisition of 2,74,000 (Two Lakhs Seventy-four Thousand) Equity Shares having a face value of Rs. 10.00/- (Rupees Ten only) each at a price Rs. 430.00/- (Rupees Four Hundred and Thirty only) per share, representing 27.40% of the total paid-up equity share capital of the M/s. Aten Paper Mill Limited, for a total consideration of approximately Rs. 11.78 Crores, by way of cash consideration, subject to customary conditions precedent as set out in the SPA and requisite approvals.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company is covered under the criteria prescribed under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and accordingly, the provisions relating to Corporate Social Responsibility (CSR) were applicable to the Company, and therefore it is mandatory to comply with the same.

The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013. The Board of Directors has also approved the CSR Policy of the Company, which is available on the Companys website at www.atenpapers.com.

The Company has spent the amount on CSR Activities for the financial year 2025-26 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed under Section 135 of the Companies Act, 2013. The CSR Report separately attached here with as Annexure -1.

14. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, the Company has entered into transactions with its related parties in the ordinary course of business and on an arms length basis. All such transactions were undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

The transactions entered into by the Company with its related parties fall within the scope of Section 188(1) of the Companies Act, 2013 and were carried out on an arms length basis and in the ordinary course of business. The transactions did not have any potential conflict with the interests of the Company.

The details of transactions with related parties, as required under the applicable Accounting Standards, are disclosed in the notes forming part of the financial statements of the Company.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into with related parties in the prescribed Form AOC-2 are annexed to this Report as Annexure - II.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

17. RESERVES & SURPLUS:

(Amount in Lakhs)

Sr. No. Particulars Amount
1. Balance at the beginning of the year 704.38
2. Current Years Profit / (Loss) 738.97
3. Other Adjustments -
4. Amount of Securities Premium and other Reserves 2,487.14
Total 3,930.50

18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

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

The Company has not undertaken any major initiatives with respect to conservation of energy or technology absorption during the year under review. Hence, the particulars as required under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.

Details of foreign exchange earnings or outgo during the year under review, are as follows:

Sr. No. Foreign exchange earnings and outgo F.Y. 2025-26 F.Y. 2024-25
a. Foreign exchange earnings Nil Nil
b. CIF value of imports Nil Nil
c. Expenditure in foreign currency Nil Nil
d. Value of Imported and indigenous Raw Materials, spare-parts and Components Consumption Nil Nil

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on the website of the Company at www.atenpapers.com.

21. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

22. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

23. STATE OF COMPANYS AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

24. STATEMENT ON ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board / Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

25. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed Business Conduct Policy. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

27. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN
1. Mr. Mohamedarif Mohamedibrahim Lakhani Managing Director-cum-Chairperson 01476177
2. Mrs. Amrin Lakhani Mohamedarif Non-Executive and Non-Independent Director 08038308
3. Mr. Premaram Jaitaram Patel 7 Non-Executive and Independent Director 09324872
4. Mr. Zuned Lakhani Executive Director 07081246
5. Mr. Shyam Bhadresh Kapadia 1 Non-Executive and Independent Director 10672090
6. Mr. Majid Khan Sherkhan Pathan 2 Non-Executive and Independent Director 11046803
7. Mr. Raghav Jobanputra 8 Additional Non-Executive and Independent Director 10066298
8. Mr. Aejazkhan Haamedkhan Pathan 3 Chief Financial Officer *****5423n
9. Mr. Zuned Lakhani 4 Chief Financial Officer *****1937N
10. Mrs. Neha Munot 5 Company Secretary and Compliance Officer *****9522B
11. Mr. Mahendrakumar Kumavat 6 Company Secretary and Compliance Officer *****0756C

1 Mr. Shyam Bhadresh Kapadia resigned from the position of Non-Executive and Independent Director of the Company w.e.f. 5 th April, 2025.

2 . Mr. Majid Khan Sherkhan Pathan was appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 10 th April,

2025 and his appointment was regularized by the Shareholders w.e.f. 19 th April, 2025.

3 . Mr. Aejazkhan Haamedkhan Pathan resigned from the position of Chief Financial Officer of the Company w.e.f. 13 th October, 2025.

4 Mr. Zuned Lakhani was appointed as a Chief Financial Officer of the Company w.e.f. 25 th November, 2025.

5 . Ms. Neha Munot resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 2 nd June, 2026.

6 . Mr. Mahendrakumar Kumavat was appointed as a Company Secretary and Compliance Officer of the company w.e.f. 10 th June, 2026.

7 Mr. Premaram Jaitaram Patel resigned from the position of Non-Executive and Independent Director of the Company w.e.f. 3 rd September, 2026.

8 . Mr. Raghav Jobanputra appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 3 rd September, 2026.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Boards Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Majid Khan Sherkhan Pathan and Mr. Raghav Jobanputra are Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and are qualified to be Independent Director. They also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

30. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in Regulations 17 to 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. Hence, Corporate Governance does not form part of this Boards Report.

31. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

32. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Tuesday, 31 st March, 2026, the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

33. AUDITORS AND THEIR REPORTS:

A. Statutory Auditor:

M/s. Alvi & Associates, Chartered Accountants, (FRN: 161053W), Ahmedabad, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of ensuing Annual General Meeting of the Company.

The Auditors report for the Financial Year ended 31 st March, 2026 has been issued with an unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as Annexure - IV. in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

C. Internal Auditor:

The Board of Directors of the Company has appointed M/s. Reehan Memon & Associates, Chartered Accountants, Ahmedabad, (FRN: 144082W)), as the Internal Auditor of the Company.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board of Directors from time to time. The Internal Auditor also reviews the adequacy and effectiveness of the internal control systems and processes of the Company, as applicable.

34. DISCLOSURES:

A. Audit Committee:

During the year under review, meetings of members of the Audit Committee as tabulated below, was held on 28 th April, 2025, 29 th April, 2025, 30 th April, 2025, 18 th June, 2025, 8 th September, 2025, 14 th November, 2025, 25 th November, 2025 and 31 st March, 2026, the attendance records of the members of the Committee are as follows:

The constitution of the Audit Committee is as follows:

Name Designation No. of the Committee Meetings entitled No. of the Committee Meetings attended
Mr. Majid Khan Sherkhan Pathan 2 Member 8 8
Mr. Premaram Jaitaram Patel 5 Chairperson 8 8
Mr. Shyam Bhadresh Kapadiya 1 Member 0 0
Mr. Mohamedarif Mohamedibrahim Lakhani 4 Member 0 0
Mr. Raghav Jobanputra 6 Chairperson 0 0
Mr. Zuned Lakhani 5 Member 8 8

1 Mr. Shyam Bhadresh Kapadia resigned as a member of the Committee w.e.f. 5 th April, 2025.

2 Mr. Majid Khan Sherkhan Pathan was appointed as a member of the Committee w.e.f. 10 th April, 2025.

3 Mr. Mohamedarif Mohamedibrahim Lakhani resigned as a member of the Committee w.e.f. 10 th April, 2025.

4 Mr. Zuned Lakhani was appointed as a member of the Committee w.e.f. 10 th April, 2025.

5 . Mr. Premaram Jaitaram Patel resigned as a Chairperson of the Committee w.e.f. 7 th September, 2026.

6 . Mr. Raghav Jobanputra appointed as a Chairperson of the Committee w.e.f. 7 th September, 2026.

B. Nomination and Remuneration Committee:

During the year under review, meetings of members of the Nomination and Remuneration Committee was held on 10 th April, 2025 and 25 th November, 2025 the attendance records of the members of the Committee are as follows:

The constitution of the Nomination and Remuneration Committee is as follows:

Name Designation No. of the Committee Meetings entitled No. of the Committee Meetings attended
Mr. Majid Khan Sherkhan Pathan 2 Chairperson 2 2
Mr. Premaram Jaitaram Patel 3 Member 2 2
Mr. Shyam Bhadresh Kapadiya 1 Chairperson 0 0
Mrs. Amrin Lakhani Member 2 2
Mr. Raghav Jobanputra 4 Member 0 0

1 Mr. Shyam Bhadresh Kapadia resigned as a Chairperson of the Committee w.e.f. 5 th April, 2025.

2 . Mr. Majid Khan Sherkhan Pathan was appointed as a Chairperson of Audit Committee w.e.f. 10 th April, 2025.

3 . Mr. Premaram Jaitaram Patel resigned as a Member of the Committee w.e.f. 7 th September, 2026.

4 Mr. Raghav Jobanputra appointed as a member of the Committee w.e.f. 7 th September, 2026.

C. Stakeholders Relationship Committee:

During the year under review, meetings of members of the Stakeholders Relationship Committee was held on 28 th April, 2025 and the attendance records of the members of the Committee are as follows:

The constitution of the Stakeholders Relationship Committee is as follows:

Name Designation No. of the Committee Meetings entitled No. of the Committee Meetings attended
Mr. Majid Khan Sherkhan Pathan 1 Chairperson 1 1
Mr. Premaram Jaitaram Patel 3 Member 1 1
Mr. Raghav Jobanputra 2 Member 0 0
Mr. Zuned Lakhani Member 1 1
Mr. Shyam Bhadresh Kapadia 4 Chairperson 0 0

1 Mr. Shyam Bhadresh Kapadia resigned as a Chairperson of the Committee w.e.f. 5 th April, 2025.

2 . Mr. Majidkhan Sherkhan Pathan was appointed as a Chairperson of the Committee w.e.f. 10 th April, 2025.

3 Mr. Premaram Jaitaram Patel resigned as a Member of the Committee w.e.f. 7 th September, 2026.

4 Mr. Raghav Jobanputra appointed as a member of the Committee w.e.f. 7 th September, 2026.

D. Corporate Social Responsibility Committee :

Board of Directors of the Company on 8 th September, 2025 has constituted the Corporate Social Responsibility Committee:

During the year under review, meetings of members of the Corporate Social Responsibility Committee was held on 27 th January, 2026 and the attendance records of the members of the Committee are as follows:

Name Designation No. of the Committee Meetings entitled No. of the Committee Meetings attended
Mr. Majid Khan Sherkhan Pathan Chairperson 1 1
Mrs. Amrin Lakhani Mohamedarif Member 1 1
Mr. Zuned Lakhani Member 1 1

35. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

36. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions along with the reasons thereof is not applicable to the Company.

38. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure - III.

40. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the Demat activation number allotted to the Company is ISIN: INE0XCV01014. Presently shares are held in electronic mode.

41. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

42. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

43. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

Block-A, 102/A, F.F, Tirmizi Heights, Opp Aten Papers & Foam Limited

Bombay Hou Col, Nr. Kirtikunj Society,

Ahmedabad, Gujarat, India - 380 028

Sd/- Sd/-
Mohamedarif Mohamedibrahim Lakhani Amrin Lakhani
Place: Ahmedabad Managing Director Director
Date: 7 th September, 2026 DIN:01476177 DIN: 08038308

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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