Bizotic Commercial Ltd Directors Report

To, The Members,

BIZOTIC COMMERCIAL LIMITED

Your Directors have pleasure in presenting the 10th Annual Report of the Company together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2026. This report states compliance as per the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE AT A GLANCE

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

Sr. No. Particulars	2025 - 26	2024 - 25
	(Amount in Lakh.)	(Amount in Lakh.)
01 Sales	25,078.65	11,194.68
02 Profit before exceptional, extraordinary items and Taxation	2492.60	628.92
03 Extraordinary items	-	-
04 Profit Before Tax	2492.60	628.92
05 Current tax	640.27	100
06 Deferred tax	43.46	100.30
07 Net Profit /Loss (After I. Tax)	1,808.87	428.62

2. OPERATIONAL PERFORMANCE

The total turnover of the Company for the year ended 31st March, 2026 was Rs. 25,078.65 Lakhs as compared to Rs. 11,194.68 Lakhs during the previous financial year, registering a growth of approximately 124.02%. The Net Profit for the year also increased significantly, reaching Rs. 1,808.87 lakhs as against Rs. 428.62 lakhs in the previous year, marking a growth of approximately 322.02%

3. TRANSFER TO GENERAL STATUTORY RESERVE

During the financial year 2025 -26 the Company has transferred Rs. 1,808.87 Lakhs to Reserves and Surplus.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company is engaged in T rading business of mens ready-made garments and fabrics on wholesale as well as retail basis. There has been no change in the business of the Company during the financial year ended 31 st March, 2026. Your directors carry out the operations with active care and precaution thereby enhancing shareholders value.

5. DIVIDEND

With a view to expanding the business, your directors do not recommend any dividend for the year.

6. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes in The Company during the period 2025 - 26.

7. LISTING WITH STOCK EXCHANGE:

During the period under review, Bizotic Commercial Limited was listed on the BSE SME Platform of the BSE Limited . The company has paid the Annual Listing Fees for the year 2026 - 27 to BSE Limited.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION

No material orders were passed by any court, tribunal, or other authority during the period under review.

9. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws. The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility. The senior management members meet frequently and undertake extensive checks and report to management. The Board reviews the internal reports and periodically reviews the adequacy of internal controls.

10. DETAILS OF HOLDING SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any holding company, subsidiary, joint venture or associate company.

11. INDEPENDENT DIRECTOR

The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations from all Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. PUBLIC DEPOSITS

During the year under review, The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made there-under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

13. SHARE CAPITAL

A. AUTHORIZED SHARE CAPITAL

During the financial year under review, the Authorised Share Capital of the Company was increased from 9,00,00,000 (Rupees Nine Crore Only) divided into 90,00,000 (Ninety Lakhs) Equity Shares of 10/- each to 11,27,00,000 (Rupees Eleven Crore Twenty-Seven Lakhs Only) divided into 1,12,70,000 (One Crore Twelve Lakhs Seventy Thousand) Equity Shares of 10/- each, pursuant to the approval of the Members at the 9th Annual General Meeting held on 30th September, 2025. Accordingly, as on 31st March, 2026, the Authorised Share Capital of the Company stood at 11,27,00,000 (Rupees Eleven Crore Twenty-Seven Lakhs Only) divided into 1,12,70,000 (One Crore Twelve Lakhs Seventy Thousand) Equity Shares of 10/- each.

B. PAID-UP SHARE CAPITAL

During the financial year under review, the Paid-up Equity Share Capital of the Company increased from 8,04,00,000 (Rupees Eight Crore Four Lakhs Only) divided into 80,40,000 Equity Shares of 10/- each to 9,37,80,000 (Rupees Nine Crore Thirty-Seven Lakhs Eighty Thousand Only) divided into 93,78,000 Equity Shares of 10/- each. The increase in the Paid-up Share Capital was on account of the conversion of 13,38,000 Convertible Warrants into 13,38,000 fully paid-up Equity Shares during the financial year, pursuant to the preferential issue of 16,02,000 Convertible Warrants approved by the Members of the Company. Subsequent to the close of the financial year, the remaining 2,64,000 Convertible Warrants were converted into 2,64,000 fully paid-up Equity Shares on 2nd April, 2026 , upon receipt of the balance consideration from the respective warrant holders.

C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

D. ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its employees pursuant to Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

E. ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

G. WITHDRAWAL OF PREFERENTIAL ISSUE OF EQUITY SHARES

During the financial year under review, the Board of Directors approved a proposal for the preferential issue of 7,68,000 Equity Shares of face value of 10/- each at an issue price of 290/- per Equity Share (including a premium of 280/- per Equity Share ) to certain persons/entities belonging to the Non-Promoter Category, subject to the approval of the Members and other applicable statutory and regulatory approvals. However, before the completion of the proposed preferential issue, the Board, after due consideration, decided to withdraw the proposal. Consequently, no Equity Shares were allotted pursuant to the said proposal, and the paid-up Equity Share Capital of the Company remained unaffected on this account.

H. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

During the financial year under review, pursuant to the approval of the Members and in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws, the Company undertook a preferential issue of 16,02,000 (Sixteen Lakhs Two Thousand) Convertible Warrants at an issue price of 290/- per Warrant (including a premium of 280/- per Warrant), each carrying a right exercisable by the warrant holder to subscribe to one fully paid-up Equity Share of face value of 10/- each within a period of 18 months from the date of allotment. BSE Limited granted its in-principle approval for the said preferential issue on 13th February, 2026 , and the Board of Directors allotted the Convertible Warrants at its meeting held on 21st February, 2026 . During the year, the Board of Directors, at its meeting held on 20th January, 2026 , approved a revision in the objects of the preferential issue. Pursuant to the said revision, the proposed utilisation of the issue proceeds towards Store Set-up & Furniture Cost and General Corporate Purpose was withdrawn due to the reduction in the issue size. Accordingly, the proceeds of the preferential issue aggregating to 46,45,80,000 were proposed to be utilised primarily towards meeting the working capital requirements of the Company in accordance with the applicable provisions of law and the terms of the issue.

Out of the total 16,02,000 Convertible Warrants , 13,38,000 Convertible Warrants were converted into 13,38,000 fully paid-up Equity Shares upon receipt of the balance consideration during the financial year ended 31st March, 2026 , resulting in a corresponding increase in the paid-up Equity Share Capital of the Company.

Subsequent to the close of the financial year , the balance 2,64,000 Convertible Warrants were converted into 2,64,000 fully paid-up Equity Shares on 2nd April, 2026 , upon receipt of the balance consideration from the respective warrant holders. The Board confirms that the preferential issue of Convertible Warrants, their subsequent conversion into Equity Shares, and the utilisation of the issue proceeds were carried out in compliance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

14. AUDITORS

STATUTORY AUDITORS

During the financial year 2025 26, M/s J SINGH & ASSOCIATES, Chartered Accountants (FRN: 110266W) resigned from the position of Statutory Auditors of the Company. Their resignation was accepted by the Board of Directors with effect from 19th December, 2025 . The Board places on record its sincere appreciation for the professional services rendered by M/s J SINGH & ASSOCIATES during their association with the Company. Pursuant to the applicable provisions of the Companies Act, 2013, the members of the Company, through Extra ordinary General Meeting through Video Conferencing / Other Audio-Visual Means (VC/OAVM) passed on 14 th March, 2026 , approved the appointment of M/S SHWETA JAIN & CO LLP, Chartered Accountants (FRN: 127673W) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the previous Statutory Auditors, to hold office until the conclusion of the ensuing 10th Annual General Meeting of the Company. The remuneration of the Statutory Auditors shall be as mutually agreed upon between the Board of Directors and the Auditors, in addition to the reimbursement of applicable taxes and actual out-of-pocket expenses incurred in connection with the audit of the accounts of the Company. Pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and upon recommendation of the Audit Committee,

M/S. SHWETA JAIN & CO LLP CHARTERED ACCOUNTANTS, (FRN: 127673W), be and is hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 10th Annual General Meeting until the conclusion of the 15th Annual General Meeting of the Company, at such remuneration as may be approved by the Audit Committee/ Board of Directors of the Company from time to time.

AUDITORS REPORT

All observations made in the Auditors Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors have not made any qualifications or reservations in their Independent Auditors Report. The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors Report for the financial year 2025-26.

SECRETARIAL AUDITOR

Pursuant to the Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Circulars issued thereunder from time to time and Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Act), CS JINANG DINESHKUMAR SHAH , Practicing Company Secretaries, Proprietor of M/S JINANG SHAH & ASSOCIATES was appointed as Secretarial Auditor of the Company for a period of 5 consecutive years, from the financial year 2025-26 to the financial year 2029-2030 (the Term) in the 9th Annual General meeting , on such terms & conditions, including remuneration as may be determined by the Board of Directors (hereinafter referred to as the Board which expression shall include any Committee thereof or person(s) authorized by the Board). The Secretarial Audit Reports are self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimers except the following observations:

Ms. Bhavika Jain having Membership No.: A76746 was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 23 rd May, 2025 . and

Ms. Bhavika Jain having Membership No: A76746 was resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 31 st January, 2026 . and

Ms. Sapna Sushil Saini having Membership No.: A59071 was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 31 st January, 2026 .

15. WEBSITE

In compliance with the Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.bizoticgroup.com containing information about the Company.

16.EXTRACT OF ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments thereof) notified by MCA, the Annual Return of the Company for the financial year ended March 31, 2026, is hosted on the website of the Company at www.bizoticgroup.com

17.BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013. There were changes in the composition of Board & KMP during the year and from the end of the financial year up to the date of this Report Ms. Bhavika Jain was appointed as the Company Secretary and Compliance Officer w.e.f. 23rd May, 2025 . Further she resigned from the said position w.e.f. 31 st January, 2026 , Ms. Sapna Sushil Saini having Membership No.: A59071 was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 31 st January, 2026.

The Board of Directors and Key Managerial Personnel, as of the date of this report, consists of the following members: -

Sr. No Name	Designation	DIN/PAN	Date of Appointment
1. Sanjaykumar Mahavirprasad Gupta	Chairman & Managing Director	07610448	29/12/2016
2. Dipak Hariprasad Dave	Additional Director	11731696	21/05/2026
3. Avani Ashwinkumar Shah	Non-Executive Independent Director	09608898	31/12/2022
4. Hareshkumar Shamjibhai Suthar ( Resigned with effect from 25th June, 2026)	Non-Executive Independent Director	08388083	31/12/2022
5. Juhi Sawajani	Non-Executive Independent Director	09811893	31/12/2022
6. Dipak Hariprasad Dave	Chief Financial Officer	AADPD2066L	07/05/2026
7. Sapna Sushil Saini	Company Secretary & Compliance Officer	EWMPS6545A	31/01/2026

As on the date of this Report, the Board of Directors of the Company comprises 4 ( Four ) Directors, which includes 2 (Two) Non-Executive Independent Directors, 1 (One) Executive Directors and 1 (One) Managing Director. In addition, the Key Managerial Personnel (KMPs) of the Company include 1 (One) Managing Director, 1 (One) Chief Financial Officer and 1 (One) Company Secretary and Compliance Officer. The following changes occurred in the Key Managerial Personnel and Board composition during the year under review:

Ms. Bhavika Jain was appointed as the Company Secretary and Compliance Officer w.e.f. 23 rd May, 2025 . Further she resigned from the said position w.e.f. from 31st January, 2026 , Ms. Sapna Sushil Saini having Membership No.: A59071 was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 31st January, 2026.

Ms. Inderpreet Kaur Gulati was resigned from the position of Executive Director and Chief Financial Officer with effect from 13 th February, 2026 . Mr. Dipak Hariprasad Dave was appointed as the Chief Financial Officer w. e.f. 07 th May, 2026 and Additional Director w.e.f. 21st May, 2026

Mr. Hareshkumar Shamjibhai Suthar was resigned from the position of Non-Executive Independent Director with effect from 25 th June, 2026 .

18.DIRECTOR RETIRING BY ROTATION

Mr. Sanjaykumar Mahavirprasad Gupta (DIN: 07610448) Managing Director and is retiring by rotation at the ensuing Annual General Meeting. Being eligible, he offers himself for re-appointment. Pursuant to the provisions of Section 152 of the Companies Act, 2013.

19.MEETINGS OF BOARD OF DIRECTORS

The Company conducted 20 (Twenty) Board Meetings during the financial year under review. The intervening gap between any two consecutive Board Meetings did not exceed 120 days, in compliance with the provisions of Section 173(1) of the Companies Act, 2013.

Sr. No. Type of Meeting	Date of Meeting
1. Board Meeting	23.05.2025
2. Board Meeting	29.05.2025
3. Board Meeting	16.08.2025
4. Board Meeting	26.08.2025
5. Board Meeting	03.09.2025
6. Board Meeting	10.10.2025
7. Board Meeting	19.12.2025
8. Board Meeting	01.01.2026
9. Board Meeting	02.01.2026
10. Board Meeting	20.01.2026
11. Board Meeting	31.01.2026
12. Board Meeting	19.02.2026
13. Board Meeting	21.02.2026
14. Board Meeting	23.02.2026
15. Board Meeting	02.03.2026
16. Board Meeting	17.03.2026
17 . Board Meeting	19.03.2026
18. Board Meeting	25.03.2026
19. Board Meeting	27.03.2026
20. Board Meeting	30.03.2026

20.MEMBERS MEETING

The Company had conducted 02 (Two) General Meetings of the shareholders during financial year under review

Sr. No.	Type of Meeting	Date of Meeting
1.	Annual General Meeting	30.09.2025
2.	Extra-Ordinary General Meeting	14.03.2026

21.COMMITTEE MEETING

As on 31 st March, 2026, the Board had three Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of all the Committees is in line with the requirement of the Act. During the year, all the recommendations made by the Committees were approved by the Board.

I. AUDIT COMMITTEE:

The Audit Committee is having following member.

SR NO. NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1 Mr. Haresh Suthar (Resigned w.e.f. 25.06.2026)	08388083	Non-Executive and Independent Director	Chairman
2 Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member
3 Ms. Inderpreet Kaur Gulati ( Resigned with effect from 13th February, 2026 .)	09213754	Director and CFO	Member

The terms of reference of the Audit Committee are in conformity with the provisions of Section 177 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, Twelve Audit Committee Meetings was held which was attended by all the members of Audit Committee

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Audit Committee	23.05.2025
2.	Meeting of Audit Committee	29.05.2025
3.	Meeting of Audit Committee	03.09.2025
4.	Meeting of Audit Committee	10.10.2025
5.	Meeting of Audit Committee	19.12.2025
6.	Meeting of Audit Committee	02.01.2026
7.	Meeting of Audit Committee	20.01.2026
8.	Meeting of Audit Committee	31.01.2026
9.	Meeting of Audit Committee	19.02.2026
10.	Meeting of Audit Committee	21.02.2026
11.	Meeting of Audit Committee	23.02.2026
12.	Meeting of Audit Committee	30.03.2026

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is having following member.

SR NO. NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1 Mr. Haresh Suthar ( Resigned with effect from 25th June, 2026)	08388083	Non-Executive and Independent Director	Chairman
2 Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Member
3 Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member

The terms of reference of the Nomination and Remuneration Committee are in conformity with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder. During the year under review, Four meetings of Nomination and Remuneration Committee were held. which were attended by all the members of Nomination and Remuneration Committee.

Sr. No. Type of Meeting	Date of Meeting
1. Meeting of Nomination and Remuneration Committee	23.05.2025
2. Meeting of Nomination and Remuneration Committee	03.09.2025
3. Meeting of Nomination and Remuneration Committee	31.01.2026
4. Meeting of Nomination and Remuneration Committee	19.02.2026

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is having following member.

SR NO. NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1 Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2 Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Member
3 Ms. Inderpreet Kaur Gulati ( Resigned with effect from 13th February, 2026 .)	09213754	Director and CFO	Member

The terms of reference of the Stakeholders Relationship Committee are in conformity with the provisions of the Companies Act, 2013 and Rules made thereunder. During the year under review, two meetings of Stakeholders Relationship Committee were held which were attended by all the members of Stakeholders Relationship Committee.

Sr. No. Type of Meeting	Date of Meeting
1. Meeting of Stakeholder\u2019s Relationship Committee	16.08.2025
2. Meeting of Stakeholder\u2019s Relationship Committee	31.01.2026

22.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and therefore no disclosure is required to be made.

23.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, in compliance with the provisions of Section 188 of the Act.

Accordingly, the disclosure of such transactions in Form AOC-2, pursuant to Section 134(3)(h) of the Act, is applicable and is provided separately, forming an integral part of this Report- Annexure-IV

24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said Policy of the Company, alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for time being in force).

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS OR SECRETARIAL AUDITOR IN THEIR REPORT

These were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report. The provisions relating to submission of Secretarial Audit Report is applicable to the Company and forms part of this Annual Report in Annexure-II.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria for CSR as prescribed under section 135 and schedule VII of the Act and the rules prescribed there under. Hence, the disclosure of the details about the policy developed and implemented by The Company on CSR initiatives taken during the financial year is not applicable.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company informed the members that:

(i) In the preparation of the annual accounts for the Financial Year ended on 31 st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period,

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

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) 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; and

(vi) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively

28. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENT:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. It has documented the procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring the reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations. Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations have been recognized. Internal control systems ensure the reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the year under review, no material or serious observations have been received from the Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

29. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SEBI SCORES Portal and makes every effort to resolve all investor complaints received through SCORES portal or otherwise within the statutory time limit from the receipt of the complaint.

During the financial year 2025-26, the Company did not receive any investor complaints through the SCORES portal. Accordingly, there were no investor complaints pending as on March 31, 2026.

30. GREEN INITIATIVE

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2025 -26 are being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2025 - 26 will also be available on the Companys website www.bizoticgroup.com

31. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares. The Insider Trading Policy of the Company covering the Code of practices and procedures for Fair disclosures of unpublished price sensitive information is available on the website www.bizoticgroup.com .

32. STRUCTURED DIGITAL DATABASE (SDD)

Maintenance of Structured Digital Database (SDD) has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The Company has installed SDD Services. The Company regularly updates entries in this software and submit reports quarterly to stock exchanges under Regulation 3(5) & (6) of SEBI PIT Regulations.

33. INSOLVENCY AND BANKRUPTCY CODE, 2016

The Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016 during the Year Along With Their Status as At the End of the Financial Year

During the financial year 2025 26, no application was made , nor was any proceeding initiated or pending under the Insolvency and Bankruptcy Code, 2016 by any Financial and/or Operational Creditors against the Company. As on the date of this report, there are no applications or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

34. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, board committees and the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors of the Company met on 27 th October, 2025, without the presence of Non- Independent Directors and members of the management to review the performance of Non- Independent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Wholetime Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

ENERGY CONSERVATION

i. The steps taken or impact on conservation of energy- The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. The steps taken by the company for utilizing alternate sources of energy The operations of your Company are not energy intensive.

iii. The capital investment on energy conservation equipments- NIL

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

i. The efforts made towards technology absorption - NONE .

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - NOT

APPLICABLE .

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year

a) The details of technology imported- NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully absorbed- NOT APPLICABLE

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NOT APPLICABLE

iv. The expenditure incurred on Research and Development NIL

36. PARTICULARS OF EMPLOYEES

During the financial year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, no disclosure is required to be made under the said provisions.

The disclosure required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection by the Members at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.

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

The Company has adopted a zero-tolerance approach for sexual harassment at workplace and has formulated a policy on the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of Sexual harassment at the workplace. Your Company has complied with provisions relating to the constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2025-26, the Company has not received any complaints on sexual harassment.

Further, Disclosures in relation to the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 are as follows:

1. Number of complaints received during the Financial Year	0
2. Number of complaints disposed of during the Financial Year	0
3. Number of cases pending for a period exceeding ninety days	0

38. RISK MANAGEMENT

Risk Management is the process of identification, assessment and mitigation of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company ensures risks are identified by the Company and its mitigation process/measures are formulated in the areas from time to time, as may be required.

39. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Whistle Blower Policy/Vigil Mechanism in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

40. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has complied with all the applicable and effective secretarial standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and notified by the Central Government.

41. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No matters of actual or alleged fraud have been reported by the auditors under subsection (12) of Section 143 of the Companies Act, 2013.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report above referred report is being placed herewith here with at Annexure III .

43. OTHER DISCLOSURES/REPORTING:

The Directors state that disclosure or reporting is required in respect of the following items as there is an events/instances/transactions occurred on these items during the year under review: Material changes and commitments as the Company continues to maintain its strong position on the BSE platform, reflecting the sustained trust and confidence of its stakeholders and investors over the years.

a) Details relating to deposits covered under Chapter V of the Act;

b) 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 Act);

c) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; and

d) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors

44. CAUTIONARY STATEMENT

Statements in this Boards Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking within the meaning of applicable securities, laws, and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include a change in government regulations, tax laws, economic and political developments within and outside the country and such other factors.

45. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, service providers and bankers for their support during the year, without the respective contributions of which, the Company would not have been able to reach the current position. The Board places on record its sincere appreciation the participation and involvement of each one of them, and due to the existence of several such parties, your directors do not intend making any special mention of any one or few of them, but however, expect the continued cooperation and involvement with companys activities in the future as well. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, leadership, cooperation and support. Your directors wish to thank the Government Authorities and the various Government Agencies for their support and valuable guidance provided to the Company and look forward to their continued support in the future.

For and on Behalf of the Board of Directors of BIZOTIC COMMERCIAL LIMITED

SANJAYKUMAR MAHAVIRPRASAD GUPTA

MANAGING DIRECTOR

DIN: 07610448

PLACE: AHMEDABAD

DATE: 02.07.2026