Ceeta Industries Ltd Directors Report

Dear Members,

The Board of Directors ("the Board") are pleased to present the 42nd Annual Report of Ceeta Industries Limited together with the Audited Financial Statements and Auditors Report thereon for the financial year ended March 31, 2026.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31, 2026, is summarized

below:

Particulars	2025-26	2024-25
Revenue from operations	213568.85	220254.75
Other Income	9546.69	13329.35
Total Income	223115.53	233584.10
Profit before Interest & Depreciation	22440.71	23920.66
Interest Expense	3813.07	4888.54
Depreciation	10671.21	10045.36
Profit before Exceptional Items and Tax	7956.43	8986.76
Exceptional Income	-	28309.64
Profit before tax (PBT)	7956.43	37296.40
Provision for Tax (Current, Deferred tax & IT of Earlier Years)	2087.13	9842.24
Profit after tax (PAT)	5869.30	27454.16
Other Comprehensive Income	598.55	512.36
Total Comprehensive Income for the period	6467.85	27966.52

STATE OF COMPANYS AFFAIRS & PROSPECT

The Company achieved Revenue from Operations of 2,135.69 lakh during the financial year ended March 31, 2026, as against 2,202.55 lakh in the previous financial year, representing a decrease of 3.03%. The Earnings Before Interest, Tax and Depreciation (EBITDA) for the year stood at 224.41 lakh as compared to 239.21 lakh in the previous financial year. Profit Before Tax (PBT) for the year stood at 79.56 lakh as against 372.96 lakh in the previous financial year, which included an exceptional income of 283.10 lakh. Consequently, the Company reported a Profit After Tax (PAT) of 58.69 lakh during FY 2025-26 as compared to 274.54 lakh in FY 2024-25. The Company continued to focus on operational efficiency, cost optimization and strengthening its business operations. Looking ahead, the Company remains committed to expanding its distribution network across existing and new markets, strengthening the visibility of its brand "Skitos" and enhancing operational excellence through prudent cost management across production, sales, distribution and administrative functions. The Company is also exploring the strategic deployment of surplus funds through short-term investment opportunities to optimize returns. With these focused initiatives and a positive long-term outlook, your directors are confident of improving operational performance, enhancing profitability and delivering sustainable value to all stakeholders in the years ahead.

DIVIDEND & TRANSFER TO RESERVES

With a view to creating long-term economic value and conserving resources for future expansion and strategic investments, your Company has not recommended any dividend for the year ended March 31, 2026. Your directors do not propose to transfer any amount to reserves for the year under review.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026, was 9,00,00,000, comprising 7,50,00,000 Equity Shares of 1 each and 1,50,000 Preference Shares of 100 each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company was 1,45,02,400, comprising 1,45,02,400 Equity Shares of 1 each, as on March 31, 2026. During the year under review, the Company did not issue any equity shares, including sweat equity shares, bonus shares, equity shares with differential voting rights or convertible securities.

HOLDING, SUBSIDIARY, ASSOCIATE & JOINT VENTURE

The Company did not have any holding company, subsidiary, associate company or joint venture as on

March 31, 2026.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Composition of Directors

The Board of Directors of the Company comprises an appropriate mix of Executive, Non-Executive and

Independent Directors. As on March 31, 2026, the Board consisted of the following seven Directors:

Mr. Krishna Murari Poddar (DIN: 00028012) Managing Director

Mrs Uma Poddar (DIN: 07140013) Non-Executive Director

Mr Gautam Modi (DIN: 06482645) Non-Executive Director

Mr Bal Krishna Bhalotia (DIN: 00049850) Non-Executive Independent Director

Mr Avinash Khaitan (DIN: 06936383) Non-Executive Independent Director

Mr Arvind Kejariwal (DIN: 08996095) Non-Executive Independent Director

Mr Shridhan Poddar (DIN: 07132968) Additional Director (Executive), designated as Whole-time Director The profiles of all the Directors are available on the Companys website at www.ceeta.com During the financial year 2025-26,the Board of Directors, on the recommendation of the Nomination and Remuneration Committee at its meeting held on May 30,2025 approved the following reappointments : a) Mr Krishna Murari Poddar (DIN: 00028012), Managing Director for a term of three (3) years w.e.f September 8, 2026 ; b) Mr. Avinash Khaitan (DIN: 06936383) , Non-Executive Independent Director for a second term w.e.f December 14, 2025 ; and c) Mr. Arvind Kejariwal (DIN: 08996095) , Non-Executive Independent Director for a second term w.e.f February 10, 2026. These re-appointments were approved by way of a Special Resolution passed by the shareholders at the 41st Annual General Meeting (AGM) held on September 18, 2025. Further, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee at its meeting held on November 14, 2025, approved the appointment of Mr. Shridhan Poddar (DIN: 07132968) as an Additional Director (Executive) of the Company w.e.f December 01,2025, who shall hold office up to the date of the ensuing AGM. The Board also appointed him as Whole-time Director of the Company for a period of three years w.e.f December 1, 2025, subject to the approval of the shareholders at the ensuing AGM.

Director liable to Retire by Rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the shareholders of the Company at the 41st AGM held on September 18, 2025, reappointed Mr Gautam Modi (DIN: 06482645), Non-Executive Director of the Company, who was liable to retire by rotation. In accordance with the provisions of the Act, Mrs Uma Poddar (DIN: 07140013), Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers herself for reappointment. She does not hold shares of the Company in her own name. The Board recommends her reappointment for the approval of the shareholders at the 42nd AGM.

In the opinion of the Board, all the directors, as well as the director proposed to be appointed/ reappointed, possess the requisite integrity, experience and expertise and all the directors have submitted declarations that they are not disqualified for being appointed as directors in terms of Section 164 of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Declaration by Independent Director

There are three Independent Directors on the Board of the Company as on the date of this report. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. In terms of provisions of Section 134(3)(d) of the Companies Act, 2013, the Board of Directors has taken note of these declarations of independence received from all the Independent Directors and has undertaken due assessment of their veracity. The Board of Directors is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity, which enable them to discharge their duties as the Independent Directors of your

Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

During the year under review, Mr. Shridhan Poddar was appointed as an Additional Director (Executive) of the Company with effect from December 1, 2025. The Board also appointed him as the Whole-time Director of the Company and designated him as a Key Managerial Personnel of the Company with effect from the same date, subject to the approval of the Members at the ensuing Annual General Meeting. Apart from the aforesaid appointment, there was no other change in the Key Managerial Personnel of the Company during the year.

Skills/Expertise/Competencies of the Board of Directors

We believe that the collective effectiveness of the Board is key to the Companys performance. Board members should bring a balanced mix of skills, experience, and diverse perspectives. Identifying each Directors core competencies helps recognize individual strengths and identify any skill gaps critical for the Companys effective functioning. The table below outlines the specific areas of focus and expertise of each Board member:

Directors name	DIN	Category	Core Skills
Mr Krishna Murari Poddar	00028012	Managing Director	Industry Expertise, Leadership, Management & Corporate Strategy
Mrs Uma Poddar	07140013	Non-Executive Director	Administration & Human Resource
Mr Gautam Modi	06482645	Non-Executive Director	Business Administration, Finance, Sales & Marketing
Mr Bal Krishna Bhalotia	00049850	Non-Executive Independent Director	Financial, Taxation & Accounting
Mr Avinash Khaitan	06936383	Non-Executive Independent Director	Financial & Accounting, Administration & Marketing
Mr Arvind Kejariwal	08996095	Non-Executive Independent Director	Finance, Banking & Corporate Strategy
Mr Shridhan Poddar	07132968	Additional Director (Executive), designated as Whole-time Director	Manufacturing strategy and Brand Building

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2026 and of the profit of the Company for the year ended on March 31, 2026;

(c) the Directors have 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of the Company met five times during the year under review. Meeting dates and Director attendance during the financial year are as under:

Directors name	30.05.2025	14.08.2025	01.09.2025	14.11.2025	12.02.2026
Mr. Krishna Murari Poddar	u	u	u	u	u
Mrs Uma Poddar	u	u	-	u	u
Mr Gautam Modi	u	u	u	u	u
Mr Bal Krishna Bhalotia	-	u	-	u	u
Mr Avinash Khaitan	u	u	u	u	u
Mr Arvind Kejariwal	u	u	-	u	u
Mr Shridhan Poddar	N.A.	N.A.	N.A.	N.A.	u

CONSTITUTION OF COMMITTEES AS PER COMPANIES ACT, 2013

The company has constituted sub-committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members.

Audit Committee

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted an Audit Committee. All members of the Committee possess relevant expertise in finance, accounting or business management.

The Audit Committee was reconstituted with effect from 01.06.2025. The composition of the Audit Committee during the financial year was as follows:

Mr Avinash Khaitan	- Chairman (w.e.f. 01.06.2025)
Mr Bal Krishna Bhalotia	- Chairman (up to 31.05.2025)
Mr Arvind Kejariwal	- Member ( w.e.f. 01.06.2025)
Mr Gautam Modi	- Member

During the year, pursuant to the reconstitution of the Audit Committee with effect from 01.06.2025, Mr. Avinash Khaitan was redesignated from Member to Chairman of the Audit Committee.

The terms of reference of the Audit Committee include, inter alia, recommending the appointment, remuneration, and terms of appointment of the auditors of the Company; reviewing and monitoring the auditors independence and performance; examining the financial statements and the auditors report thereon; approving or subsequently modifying related party transactions; scrutinizing inter-corporate loans and investments; valuing undertakings or assets of the Company, wherever necessary; evaluating internal financial controls and risk management systems; and monitoring the end use of funds raised through public offers, if any.

The Audit Committee met regularly and discharged its responsibilities in accordance with the provisions of the Companies Act, 2013.The Committee met four times during the year under review. Meeting dates and member attendance during the financial year are as under:

Members name	30.05.2025	14.08.2025	14.11.2025	12.02.2026
Mr Avinash Khaitan	u	u	u	u
Mr Bal Krishna Bhalotia	-	N.A.	N.A.	N.A.
Mr Arvind Kejariwal	N.A.	u	u	u
Mr Gautam Modi	u	u	u	u

Nomination and Remuneration Committee

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted a Nomination and Remuneration Committee .

The Nomination and Remuneration Committee was reconstituted with effect from 01.06.2025. The composition of the Nomination and Remuneration Committee during the financial year was as follows:

Mr Avinash Khaitan	- Chairman
Mr Arvind Kejariwal	- Member (w.e.f. 01.06.2025)
Mr Bal Krishna Bhalotia	- Member (up to 31.05.2025)
Mr Gautam Modi	- Member

The terms of reference of the Committee, inter alia, include formulating criteria for determining qualifications, positive attributes, and independence of directors; evaluating the performance of Independent Directors and the Board; recommending to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel (KMP) and other employees; and carrying out such other functions as may be mandated by the Board from time to time or as may be necessary and appropriate for the effective discharge of its duties.

The abridged Nomination and Remuneration Policy framed by the Nomination and Remuneration Committee is as follows:

The Company considers its human resources as its most valuable asset and endeavours to align employee aspirations with the strategic goals of the organization. The level and composition of remuneration for Directors, Key Managerial Personnel (KMP) and Senior Management is designed to support smooth business operations, enhance productivity and attract, retain and motivate competent individuals.

The Nomination and Remuneration Committee is responsible for recommending the appointment of Directors and Senior Management Personnel, including the qualifications, experience and terms of service of Directors and Senior Management personnel in line with statutory requirements and principles of integrity, merit and professional experience. All such recommendations are subject to the approval of the Board.

The Company ensures a clear linkage between remuneration and performance, meeting appropriate performance benchmarks. Remuneration structures maintain a prudent balance between fixed pay and incentives, aligned with both short-term and long-term objectives of the Company.

Non-Executive Directors including independent directors are remunerated by way of sitting fees for attending meetings of the Board and Committees, as determined by the Board from time to time. In determining the remuneration of the Managing Director and Executive Directors, the Committee takes into account industry benchmarks, the individuals experience and qualifications, and internal parity. Such remuneration may include fixed pay, perquisites, allowances and other benefits in accordance with the Companys rules and applicable statutory provisions.

Committee decisions are made by a majority of members present and voting. In the event of a tie, the Chairman of the meeting shall have a casting vote. Any member of the Committee shall recuse himself/herself from discussions or decisions where his/her own remuneration or performance is being considered.

Remuneration for other employees is determined following similar principles and taking into account industry practices, cost of talent acquisition, and the Companys policies. In addition to basic salary, employees are entitled to benefits in accordance with the Companys policies and applicable statutory requirements.

The detailed policy is available on the Companys website at: https://ceeta.com/codes_policies_gallery /506374-nomination-and-remunerationpolicy.pdf

The terms and conditions of appointment of independent directors are available on the Companys website at https://ceeta.com/disclosures_under_regulation_46_gallery/353920-cil-terms-and-conditions-of-appointment-of-independent-directors.pdf;

The criteria for making payments to Non-Executive Directors are available on the Companys website at: https://ceeta.com/disclosures_under_regulation_46_gallery/122528-cil-criteria-of-making-payment-to-non-executive-directors-1.pdf

The Nomination and Remuneration Committee met regularly and discharged its responsibilities in accordance with the provisions of the Companies Act, 2013. The Committee met three times during the year under review. Meeting dates and member attendance during the financial year are as under:

Members name	30.05.2025	14.11.2025	12.02.2026
Mr Avinash Khaitan	u	u	u
Mr Bal Krishna Bhalotia	-	N.A.	N.A.
Mr Arvind Kejariwal	N.A.	u	u
Mr Gautam Modi	u	u	u

Stakeholders Relationship Committee

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee to oversee and ensure the effective redressal of stakeholder and investor grievances.

The Stakeholders Relationship Committee was reconstituted with effect from 01.06.2025. The composition of the Stakeholders Relationship Committee during the financial year was as follows:

Mr Avinash Khaitan	- Chairman
Mr Arvind Kejariwal	- Member (w.e.f. 01.06.2025)
Mr Bal Krishna Bhalotia	- Member (up to 31.05.2025)
Mr Gautam Modi	- Member

The Stakeholders Relationship Committee is primarily responsible for monitoring and resolving shareholder and investor grievances. Its scope of work includes reviewing complaints related to the transfer of shares non-receipt of annual reports, dividend payments (if any), dematerialization of shares, and other related matters.

The Board has delegated the authority for handling day-to-day stakeholder and investor correspondence and grievance redressal to Ms. Smally Agarwal, Company Secretary and Compliance Officer of the Company. She is responsible for coordinating with the Companys Registrar and Share Transfer Agent, M/s. Niche Technologies Pvt. Ltd., to ensure the timely and effective resolution of investor concerns.

The Committee meets as and when necessary to review the status of complaints and ensure that appropriate action is taken promptly. The Company is committed to maintaining the highest standards of stakeholder service and continuously strives to enhance investor satisfaction. The Committee met twice during the year under review. Meeting dates and member attendance during the financial year are as under:

Members name	14.08.2025	12.02.2026
Mr Avinash Khaitan	u</td>	u
Mr Bal Krishna Bhalotia	N.A.	N.A.
Mr Arvind Kejariwal	u	u
Mr Gautam Modi	u	u

CORPORATE GOVERNANCE

The Company is committed to and has consistently upheld good Corporate Governance practices. Our governance philosophy is rooted in the principles of equity, fairness, adherence to the spirit of the law and the highest standards of transparency, accountability and reliability in all transactions. We strongly believe that sound corporate governance is crucial to maintaining stakeholders trust and ensuring the efficient, ethical and transparent conduct of business. The Company continuously reviews and refines its governance framework to keep pace with evolving business environments and applicable laws.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paras C, D, and E of Schedule V are not applicable to the Company. The aforesaid provisions are not applicable to the Company as its paid-up equity share capital of 1.45 crore and net worth of 13.04 crore as on March 31, 2026, were below the prescribed thresholds of 10 crore and 25 crore, respectively.

Additional disclosures relating to remuneration of Directors pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided below.

Remuneration of Directors: The Company has formulated a Nomination and Remuneration Policy applicable to Directors, Senior Management Personnel and other employees. The policy comprehensively covers salary, perquisites, and benefits payable to Executive and Non-Executive Directors, Senior Management Personnel and other employees of the Company in consonance with the existing industry practice and aims at attracting and retaining high calibre talent. Remuneration of Executive and Non-Executive Directors is determined by the Board, on the recommendation of the Nomination and Remuneration Committee, subject to the approval of the shareholders, as may be required. The salient features of the Nomination & Remuneration Policy are provided in the Boards Report and the detailed policy is available on the Companys website at:

https://ceeta.com/codes_policies_gallery/506374-nomination-and-remunerationpolicy.pdf

i)Remuneration paid to Non-Executive Directors: The Non-Executive Directors, including Independent Directors, are remunerated by way of sitting fees for attending the meetings of the Board and Committees thereof, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Company has no pecuniary relationship or transactions with its Non-Executive Directors other than payment of sitting fees and out-of-pocket expenses, if any, to them for attending the Board and Committee meetings.

The terms and conditions of appointment of independent directors are available on the Companys website at https://ceeta.com/disclosures_under_regulation_46_gallery/353920-cil-terms-and-conditions-of-appointment-of-independent-directors.pdf and the criteria for making payments to Non-Executive Directors are

available on the Companys website at : https://ceeta.com/disclosures_under_ regulation_46 _gallery /122528-cil-criteria-of-making-payment-to-non-executive-directors-1.pdf

Details of remuneration paid to Non-Executive Directors during the year 2025-26 are given below ( in lakh )

Name	Designation	Sitting Fees	Commission paid/Payable	Total	Service Contract
Mrs Uma Poddar	Non-Executive Director	0.20	Nil	0.20	Liable to retire by rotation.
Mr Gautam Modi	Non-Executive Director	0.25	Nil	0.25	Liable to retire by rotation.
Mr Avinash Khaitan	Non-Executive Independent Director	0.25	Nil	0.25	Period: Second Term of 5 years from December 14, 2025 to December 13, 2030 and not liable to retire by rotation.
Mr B. K. Bhalotia	Non-Executive Independent Director	0.15	Nil	0.15	Period: Second Term of 5 years from August 14, 2024 to August 13, 2029 and not liable to retire by rotation.
Mr Arvind Kejariwal	Non-Executive Independent Director	0.20	Nil	0.20	Period: Second Term of 5 years from February 10, 2026 to February 09, 2031 and not liable to retire by rotation.

ii) Remuneration paid to Executive Directors: The appointment of Executive Directors is governed by resolutions passed by the Board of Directors and Shareholders of the Company, which covers the terms of such appointment and payment of remuneration to them. Remuneration paid to the Executive Directors was recommended by the Nomination and Remuneration Committee and approved by the Board and the shareholders of the Company at General Meeting and is within the limits prescribed under the Act. The remuneration package of Executive Directors comprises salary & allowances, perquisites, performance bonus, commission, pension etc. Annual increments are recommended by the Nomination and Remuneration Committee to the Board for their approval.

Details of remuneration paid to Executive Directors during the year 2025-26 are given below: ( in lakh )

Name of Directors	Mr Krishna Murari Poddar, Managing Director *	Mr Shridhan Poddar, Additional Director (Executive, designated as Whole-time Director
Salary & Allowances ( )	8.40	3.00
Perquisite ( )	1.37	-
Bonus/ Commission/
Pension etc ( )	Nil	Nil
Severance Fees ( )	Nil	Nil
Total ( )	9.77	3.00
Service Contract	Period: 3 years from September	Period: 3 years from December
	08, 2026 to September 07, 2029 and not liable to retire by rotation. .	01, 2025 to November 30, 2028 and liable to retire by rotation
Notice period	3 months prior notice in writing	1 month prior notice in writing
Stock Options	Nil	Nil
Sitting Fees	Not Entitled for payment of sitting fee for attending meetings of the Board or its Committees as per the terms of appointment and policy of the Company	Not Entitled for payment of sitting fee for attending meetings of the Board or its Committees a s p e r t h e t e r m s o f appointment and policy of the Company

* Mr Krishna Murari Poddar was re-appointed as Managing Director of the Company for a term of 3 (three) years effective from September 08, 2026, along with his remuneration package has been approved by the shareholders through a special resolution passed at the 41st AGM held on September 18, 2025. # Mr. Shridhan Poddar (DIN: 07132968) has been appointed by the Board, on recommendation of NRC and Audit Committee at their meeting held on November 14,2025 as an Additional Director (Executive) of the Company w.e.f December 01,2025, who shall hold office up to the ensuing AGM. Subsequently, the Board appointed Mr. Shridhan Poddar as Whole-Time Director of the Company for a period of three years w.e.f December 1, 2025, subject to shareholders approval at the ensuing AGM. He was paid remuneration of 3.00 Lakh in his capacity as an Additional Director (Executive), designated as Whole-time Director for the period from December 1, 2025 to March 31, 2026. Prior to his appointment as an Additional Director (Executive), designated as Whole-time Director, he was employed by the Company as Executive Director (Marketing) and was paid salary and other employment benefits aggregating to 6.25 Lakh for the period up to November 30, 2025.

Notes: In accordance with Schedule V to the Companies Act, 2013, the remuneration determined does not include the Companys contributions to the Provident Fund and the Gratuity Fund. The Company has duly deposited all applicable taxes with the Government.

BOARD EVALUATION

The Company has established a formal evaluation process for assessing the performance of the individual Directors, the Board as a whole, and its Committees. The evaluation is conducted annually and covers various aspects relating to the functioning and effectiveness of the Board and its Committees, the participation and contribution of Directors, the discharge of their duties and governance practices. Each Director evaluates the performance of the other Directors (excluding himself/herself) as well as the performance of the Board and its Committees and provides feedback to the Nomination and Remuneration Committee. The Nomination and Remuneration Committee reviews the feedback and places its recommendations before the Board for its final assessment. Additionally, the Independent Directors met separately on February 12, 2026, without the presence of the Non-Independent Directors, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairman, taking into account the views of the Executive and Non-Executive Directors. The Board has expressed satisfaction with the overall performance of the Directors, the functioning of the Board and its Committees.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS & OTHER DIRECTORS

The Board members are provided with the necessary documents, reports, statutory updates and internal policies to help them familiarize themselves with the Companys procedures and practices. Independent Directors and other Directors are oriented on various aspects, including the Companys operations, their roles and responsibilities, the nature of the industry and the Companys business model. They are also regularly updated on changes in relevant corporate and economic laws affecting their roles as Directors. This enables them to make well-informed decisions, effectively discharge their duties and contribute to the Companys growth.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

In determining revisions to the remuneration of employees and managerial personnel, the Company carefully considers various factors, including the Companys policies, individual performance and contributions, financial performance of the Company, benchmarking against industry peers and compliance with applicable regulatory frameworks governing managerial remuneration.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto and form part of the Boards Report as Annexure I. During the year under review, there were no employees drawing remuneration equal to or exceeding the limits prescribed under the Companies Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to conducting its affairs with fairness, transparency and the highest standards of professionalism, honesty, integrity, and ethical behaviour. In compliance with Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism incorporating a Whistle Blower Policy. The mechanism provides a secure and confidential channel for employees to report any unethical, unlawful, or improper practices without fear of retaliation. Protected disclosures may be made through email, telephone, or written communication addressed to the Chairman of the Audit Committee. The Audit Committee reviews all complaints received and ensures their appropriate redressal. During the year under review, no employee was denied access to the Audit Committee, and no complaints were received under the Policy. The Vigil Mechanism/Whistle Blower Policy is available on the Companys website at: https://ceeta.com/disclosures_under_regulation_46_gallery/944775-cil-vigil-mechanism-policy.pdf.

PARTICULARS OF LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, the particulars of loans, guarantees, securities and investments are disclosed in the Financial Statements. The Company has been informed that the loans granted have been utilized by the respective recipients for their general business and corporate purposes.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties were conducted in the ordinary course of business and on an arms length basis. Accordingly, the provisions of Section 188 of the Companies Act, 2013, were not attracted and disclosure in Form AOC-2 under Section

134(3)(h) of the Companies Act, 2013, is not required. Further, there were no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons that could potentially conflict with the interests of the Company. Details of all related party transactions are provided in the Notes to the Financial Statements. The Audit Committee granted omnibus approval for regular related party transactions to be undertaken during the financial year 2026-27 at its meeting held on February 12, 2026.

RISK MANAGEMENT, RISKS AND CONCERNS

The Company has established a comprehensive Risk Management Framework and has in place a Risk Management Policy covering the identification, evaluation and mitigation of various risks associated with its business operations. Risk identification is carried out at the strategic, business and operational levels. The risk management process primarily focuses on three key elements: (i) Risk Assessment (ii) Risk Management and (iii) Risk Monitoring. The Company recognizes that risk evaluation and mitigation are continuous processes and remains committed to proactively addressing potential risks that may adversely affect its performance. The Policy emphasizes the identification and monitoring of key business risks and the implementation of appropriate mitigation strategies. The Audit Committee periodically reviews both inherent and emerging risks in accordance with the Risk Management Policy and oversees the implementation of mitigation plans. The Board is regularly apprised of major risks and the corresponding mitigation measures undertaken by the Management. As on the date of this Report, there are no risks which, in the opinion of the Board, threaten the existence of the Company. Other business risks and industry challenges have been discussed in the Management Discussion and Analysis section of this Annual Report. In addition, disclosures relating to foreign exchange and commodity price risks are provided in the Notes forming part of the Financial Statements.

INTERNAL FINANCIAL CONTROL

The Board has adopted appropriate policies and procedures to ensure the orderly and efficient conduct of the Companys business, including adherence to its policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy of accounting records, and timely preparation of reliable financial information. The internal financial controls over financial reporting are commensurate with the size and nature of the Companys business. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, operational efficiency, and compliance with the applicable Indian Accounting Standards (Ind AS) and relevant laws. The Internal Auditor and the Audit Committee periodically review the effectiveness of the internal financial control system. During the year under review, no material weaknesses or significant deficiencies were reported by the Internal Auditors regarding the adequacy or effectiveness of these controls.

DEPOSITS

During the year under review, the Company did not accept any deposits under Section 73 of the Companies

Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2026, is available on the Companys website at the following link: https://www.ceeta.com/disclosures_under_regulation_46_gallery/493823-draft-annual-return-2025-2026.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto as Annexure II and form part of this Boards Report.

STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139 of the Companies Act, 2013, M/s G. K. Tulsyan & Company, Chartered Accountants (Firm Registration No. 323246E), were appointed as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 39th Annual General Meeting until the conclusion of the 44th Annual General Meeting.

The Statutory Auditors Report on the Financial Statements for the financial year ended March 31, 2026,

does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes forming part of the Financial Statements are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITOR & INTERNAL AUDIT

Pursuant to Section 138 of the Companies Act, 2013, M/s DKSK & Associates, Chartered Accountants (Firm Registration No. 014950S) were reappointed as Internal Auditors of the Company for the financial year 2025-26.

The quarterly internal audit reports submitted during the financial year were reviewed by the Audit Committee and the Board at their respective meetings. The recommendations made therein have been implemented, to the extent considered feasible, by the Management.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Drolia & Co., Company Secretaries in Practice (Membership No-2366, Certificate of Practice No-1362, Peer Review No 1928/2022) was reappointed as the Secretarial Auditor of the Company for the financial year 2025 2026. The Secretarial Audit Report for the financial year ended March 31, 2026, forms part of this Boards Report as Annexure III. The Report does not contain any qualification, reservation, adverse remark, or disclaimer and, accordingly, does not call for any explanation by the Board.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Auditors have not reported any instances of fraud committed by the Companys officers or employees to the Audit Committee, pursuant to Section 143(12) of the Companies Act, 2013, which require disclosure in this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e), read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Annual Report.

REGISTRAR AND TRANSFER AGENTS

There has been no change in the Registrar and Share Transfer Agent (RTA) of the Company during the year under review. M/s Niche Technologies Private Limited continues to act as the RTA of the Company. Contact details: 3A Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata 700017; Phone 033 2280-6616/17 ; Email nichetechpl@nichetechpl.com

LISTING ON STOCK EXCHANGES AND STOCK CODE

The Equity Shares of the Company are listed and traded on BSE Limited under Scrip Code 514171. The annual

listing fees for the financial year 2025-26 has been duly paid to the Stock Exchange.

DEMATERIALIZATION OF SHARES

The Equity Shares of the Company are admitted with National Securities Depository Limited (NSDL) and

Central Depository Services (India) Limited (CDSL) for dematerialization under ISIN INE760J01012.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to providing a safe and harassment-free workplace for all individuals on its premises. The Company strives to maintain an environment free from discrimination and harassment, including sexual harassment. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place a policy that mandates zero tolerance towards sexual harassment at the workplace. The policy applies to all employees, including permanent, contractual and temporary employees, as well as trainees. During the financial year 2025 26, no complaints were received under the said Act.

Summary of sexual harassment complaints received and disposed of during the year 2025-26:

Number of Sexual Harassment Complaints received	0
Number of Sexual Harassment Complaints disposed of	0
Number of Sexual Harassment Complaints pending beyond 90 days	0

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT , 1961

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant or material orders passed by any regulator, court or tribunal during the year that would impact the going concern status of the Company or its future operations. Details of contingent liabilities and commitments are disclosed in the Notes forming part of the Financial Statements.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

During the year under review, no application was made and no proceeding was pending against the

Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF ANY DIFFERENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND VALUATION

WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS (FI)

The Company serviced all its debts and financial commitments as and when they became due. Accordingly, no one-time settlement was entered into with any bank or financial institution during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company

between the end of the financial year to which the financial statements relate and the date of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the requirement to constitute a Corporate Social Responsibility Committee and to undertake CSR activities is not applicable to the Company for the financial year 2025-2026 as the Company does not meet the prescribed criteria specified under the said section.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013, relating to the maintenance of cost records, the Company confirms that the provisions of the said section are not applicable during the financial year 2025-26.

SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with Secretarial Standard-1 (SS-1) and

Secretarial Standard-2 (SS-2) issued by the Institute of Company Secretaries of India.

GENERAL

The disclosures not specifically addressed in this Report, as required under Section 134 of the Companies Act, 2013, read with applicable rules and other prevailing laws, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the continued support and cooperation extended by the Companys customers, shareholders, investors, vendors, business associates, bankers, government authorities and all other stakeholders. The Board also expresses its gratitude to all employees and workers for their dedication, commitment and valuable contribution towards the Companys continued growth and success.

	For and on behalf of the Board of Directors
	K.M. Poddar	Avinash Khaitan
Place : Kolkata	Managing Director	Director
Dated : May 28, 2026	DIN : 00028012	DIN : 06936383