Aviva Industries Ltd Directors Report

1. FINANCIAL HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31st March 2026:

(Amount in Rs.In Lakh)

Particulars	2025-26	2024-25
Revenue from Operations	8177.47	3.20
Other Income	0.04	-
Less: Expenses	7920.20	11.85
Profit/(Loss) Before Tax	257.31	(8.65)
Less: Tax Expenses	304.49	-
Current Tax	69.32	-
Deferred Tax	-	-
Tax of Earlier Years	0.45	-
Profit/(Loss) for the year	187.53	(8.65)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The Key highlights pertaining to the business operations of the Company for the year 2025- 26 have been given hereunder:

The total revenue from operation of the Company during the financial year 2025- 26 is Rs. 8177.51 Lakhs against the previous years revenue of Rs. 3.20 Lakhs. The total expenses of the Company during the financial year 2025- 26 are Rs. 7920.20 Lakhs against the previous years expenses of Rs 11.85 Lakhs. The Company has earned profit of Rs. 187.53 against the previous years loss of Rs. 8.65 Lakhs.

Your directors are optimistic about the Companys business and hopeful of better performance with increased revenue and profit in the coming year.

3.DIVIDEND:

With a view to conserve the resources of the company for future, your director does not recommend any dividend for the Financial Year 2025- 26 (Previous Year - Nil).

4.RESERVES:

Your Directors have transferred whole amount of Profit Rs. 187.53 lakhs to Reserve to strengthen the financial position of the Company in nearest future.

5. CHANGE IN NATURE OF BUSINESS, IF ANY: During the year under review, the Company changed the nature of its business.

Pursuant to the approval dated September 30, 2025, the Company amended its Memorandum of Association to include agricultural business as its principal business activity, while the existing main object relating to the manufacture of Ceramics and Glass Mosaic products and by- products thereof.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholder.

7.DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE461H01011.

8.DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS THE ACT) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

There were no such instances during the year under review.

9.DEPOSITS:

During the year under review, the company has neither accepted nor renewed any deposits falling within the purview of section 73 of the companies act, 2013 ("The Act") read with the companies (acceptance of deposits) rules, 2014 as amended from time to time, and therefore details mentioned in rule 8(5) (v) & (vi) of companies (accounts) rules, 2014 relating to deposits, covered under chapter v of the act is not required to be given.

10.DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary joint venture or associate company. Hence, declaration regarding the same is not required.

11.SHARE CAPITAL:

As at March 31, 2026, the Authorized Capital of the company stood at of Rs. 51,00,00,000/- divided into 5,10,00,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid- up Capital of Rs. 32,49,90,000/- divided into 3,24,99,000 equity shares of Rs. 10/- each.

During the year under review, the Company allotted 3,10,00,000 fully convertible equity warrants on a preferential basis pursuant to the in- principle approval obtained from Exchange. The aggregate issue size was 86,80,00,000/- , with each warrant being convertible into one equity share of face value 10 at an issue price of 18 per warrant.

Subsequent to March 31, 2026, the Company allotted equity shares pursuant to the conversion of fully convertible equity warrants. Accordingly, as on the date of this Report, the issued, subscribed, and paid- up share capital of the Company stands at 32,49,90,00, comprising 3,24,99,000 fully paid- up equity shares of 10 each.

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

No material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting or might affect the financial position of the Company.

13. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure- C forming part of this Report.

14. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2026, on its website at https://avivaindustrieslimited.com/

15. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs. 8.5 lakhs per month or Rs. 1.02 crore per annum during the year under review.

16. STATUTORY AUDITORS:

M/s. S K Bhavsar & Co., Chartered Accountant, (Firms Registration No. 0145880W), as the Statutory Auditors of the Company to hold office for the term of 5 (Five) Financial Years (F.Y 2025- 26 to 2029- 2030) from the conclusion of this AGM till the conclusion of AGM going to be held in the year 2030 at such remuneration as may be mutually decided between the Board of Directors and Statutory Auditors.

17. AUDITORS REPORT AND BOARDS COMMENTS THEREON:

The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2025- 2026. report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the Auditors report are self- explanatory and do not call for any comments.

18. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS &CO. LLP to undertake the Secretarial Audit of the Company for the FY 2025- 26.

The Report of the Secretarial Audit is annexed herewith as Annexure- B forming part of this report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in its report.

19. REPORTING OF FRAUD BY AUDITORS:

The Statutory and Secretarial auditors of the Company have not reported any instances of fraud committed against the Company, by its officers or employees which are not reportable to the Central Government as specified under Section 143(12) of the Companies Act, 2013.

20.DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

21.CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as "Annexure - A".

20.CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding the same.

21.BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES:

Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting:

Regular meetings of the Board are held, inter- alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 20 (Twenty) times, viz ; 29th May, 2025, 12th August, 2026, 13th August, 2025, 21st August, 2025, 05th September, 2025, 04th October, 2025, 07th October, 2025, 08th November, 2025, 08th December, 2025, 06th January, 2026, 07th January, 2026, 08th January, 2026, 13th January, 2026, 16th January, 2026, 17th January, 2026, 20th January, 2026, 28th January, 2026, 06th February, 2026, 10th February, 2026 and 18th February, 2026

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non- Promoter Non- Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 20, 2026, to review the performance of Non- Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at http://avivaindustrieslimited.com/

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025- 26 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

During the year under review, there were no change in independent directors of the company.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https://avivaindustrieslimited.com/

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors pursuant to the provisions of the Companies Act, 2013 in the following processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairperson was also evaluated on the key aspects of his role.

In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held on March 20, 2026, to evaluate the performance of non- independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non- executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Bhavin Patel Sureshbhai (DIN: 01962391) who is acting as Chairperson and Managing Director, Mr. Sanjay Ashokbhai Patel who is acting as Chief Financial Officer and Ms. Parakh Patel who is acting as Company Secretary and Compliance officer.

During the year under review, Ms. Deepika Vaid has resigned from the post of Company Secretary and Compliance officer w.e.f. November 30, 2025. Ms. Parakh Patel has been appointed as Company Secretary and Compliance officer of the company w.e.f. December 08, 2025.

As on date of this report, the Company has Mr. Bhavin Patel Sureshbhai (DIN: 01962391) who is acting as Chairperson and Managing Director, Mr. Sanjay Ashokbhai Patel who is acting as Chief Financial Officer and Ms. Parakh Patel who is acting as Company Secretary and Compliance officer, who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

22.DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

That 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; That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; That 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; The Annual Accounts have been prepared on a going concern basis; That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://avivaindustrieslimited.com/code- of- conduct/

24.NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high- performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://avivaindustrieslimited.com/code- of- conduct/

25.REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2025- 26 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

26.PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

The Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

27.WEBLINK OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://avivaindustrieslimited.com/code- of- conduct/

28.RELATED PARTIES TRANSACTION:

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://avivaindustrieslimited.com/code- of- conduct/

29.MAINTENANCE OF COST RECORDS:

The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

30. PARTICULARS EGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information under Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

Conservation of Energy

a) Steps taken or impact on conservation of energy-The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy-Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

Technology Absorption

c) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

d) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are: ( in Lakhs)

PARTICULARS	March 31, 2026	March 31, 2025
Foreign exchange earning	Nil	Nil
Foreign exchange outgo	Nil	Nil

31.SIGNIFICANT AND MATERIAL ORDERS:

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

32.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti- Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and

guarantees non- retaliation to complainants. We follow a gender- neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

(a) number of complaints of sexual harassment received in the year 2025 - 26 = Nil
(b) number of sexual harassment complaints disposed of during the year 2025 - 26 = Nil
(c) number of sexual harassment cases pending for more than ninety days during the year 2025 - 26 = Nil

33.MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

34.RISK MANAGEMENT:

A well- defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non- business risks.

35.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well- defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

The Internal Auditor of the Company carried out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

36.SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. SCS & CO. LLP, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2025- 2026, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2025- 2026 is annexed to this report as an "Annexure - B".

i. The Company has not submitted Closure of Trading Window in PDF & XBRL mode for the quarter ended March 31, 2025 and June 30, 2025.

11. The Company has not published advertisement in the newspaper within 48 hours of conclusion of the meeting of the board of directors at which the financial results were approved for the quarter ended March 31, 2025 & June 30, 2025. 11. The Company has belatedly submitted to the Exchange the financial results for the period ended March 31, 2025. 1v. The promoter of the Company has not submitted the Disclosure under Regulation 31(4) of SEBI (SAST) Regulations, 2011 to the target company and exchange for the year ended March 31, 2025. 1v. The Company has belatedly submitted Investor Grievance under Regulation 13(3) of SEBI (LODR), Regulations, 2015 for the quarter ended June 30, 2025. vi. The Company has belatedly submitted Shareholding Pattern under Regulation 31 of SEBI (LODR), Regulations, 2015 for the quarter ended June 30, 2025 and September 30, 2025. vii. Delay in Appointment of a Qualified Company Secretary as Compliance Officer. vii. The Company inadvertently failed to intimate the Exchange regarding the resignation of Ms. Deepika Vaid, erstwhile Compliance officer of the Company within the limits prescribed thereunder.

37.LARGE ENTITY:

The Board of Directors of the Company hereby confirms that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021 (NCS Regulations).

38.REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

40.INSURANCE:

The assets of your Company have been adequately insured.

41. PROCEEDINGS INITIATED / PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

42.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 institution.

43.WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "https://avivaindustrieslimited.com/" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

44. ADOPTION OF IND-AS

The company has prepared the opening balance sheet as per Ind AS as of 1 April 2021 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities.

There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.

45.PREVENTION OF INSIDER TRADING

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

46.DETAILS OF THE DESIGNATED OFFICER:

Ms. Parakh Patel, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014 w.e.f. December 08, 2025. Ms. Deepika Vaid has resigned from the post of Company Secretary & Compliance officer of the company w.e.f. November 30,2025.

47.SECRETARIAL STANDARDS OF ICSI:

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

48.GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013). ii. Issue of equity shares with differential rights; iii. Issue of sweat equity shares; iv. There is no revision in the Board Report or Financial Statement;

49.ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your directors also take this opportunity to place on record the valuable co- operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.

Bhavin Patel Sureshbhai

Managing Director

DIN: 01962391