Chemkart India Ltd Directors Report

To

The esteemed Members of Chemkart India Limited,

Your directors have the privilege to present the Seventh (07th) Annual Report of your Company, Chemkart India Limited, a leading Nutraceutical Company in India together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31 March 2026.

1. FINANCIAL RESULTS:

The Companys financial performance for the financial year ended 31 March 2026, along with that of the previous financial year ended 31 March 2025, is summarized below:

Amount in INR Lakhs

	Standalone		Consolidated
Particulars	Year ended on 31 March 2026	Year ended on 31 March 2025	Year ended on 31 March 2026	Year ended on 31 March 2025
Total Revenues	21355.73	20546.72	21549.41	20545.63
Profit/ (Loss) for the year before providing for Depreciation and Finance Costs and exceptional items	2989.80	3519.00	2884.18	3504.87
Less: Finance Cost	(145.31)	(186.74)	(145.66)	(187.10)
Less: Depreciation	(43.88)	(61.13)	(49.65)	(70.25)
Profit/ (Loss) before Exceptional/ Extraordinary items	2800.61	3271.13	2688.87	3247.52
Less: Exceptional Income/
Extraordinary items	--	--	--	-
Profit before Tax	2800.61	3271.13	2688.87	3247.52
Less: Tax Expenses	(721.21)	(793.25)	(721.21)	(793.23)
Less: Deferred Tax	(2.20)	(2.38)	(2.20)	(2.38)
Profit/ (Loss) after tax	2077.20	2475.49	1965.46	2451.90

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (the Act) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

2. STATE OF COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:

Standalone:

During the financial year ended 31 March 2026, the Companys operations resulted in total revenues of INR 21355.73 Lakh as against to INR 20546.72 Lakh in the previous year. The Profit before Tax amounted to INR 2800.61 Lakh as against profit of INR 3271.13 Lakh in the previous year. The Net Profit after tax for the year ended after considering excepfional and extraordinary items amounted to INR 2077.20 Lakh as against profit of INR 2475.49 Lakh in the previous year.

Consolidated:

During the financial year ended 31 March 2026, the Companys operations resulted in total revenues of INR 21549.41 Lakh as against INR 20545.63 Lakh for the previous year. The Profit before Tax amounted to INR 2688.87 Lakh as against profit of INR 3247.52 Lakh in the previous year. The Net Profit for the year ended after considering excepfional and extraordinary items amounted to INR 1965.46 Lakh as against Profit of INR 2451.90 Lakh in the previous year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the financial year 2025-26, the Company has not changed the nature of its business activifies.

The Company is engaged in the business of trading of pharma products and nutritional supplements.

4. DIVIDEND:

With a view to conserve the financial resources, yours directors have considered it financially prudent in the longterm interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2025-26.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of I NR 11895.90 Lakh of Reserves and Surplus as on 31 March 2026.

The closing Balance of Reserves and Surplus is bifurcated as follows:

Reserves and Surplus	31 March 2026	31 March 2025
Statement of Profit and loss	4,400.91	2,739.62
Balance at the beginning of the year
Less: Amount utilized for issue of Bonus shares	-	(814.20)
Add: Securities Premium during the year	5417.78	-
Add: Profit/(loss) during the year	2077.20	2475.49
Balance at the end of the year	11895.90	4400.91
Total Reserves and Surplus	11895.90	4400.91

6. SHARE CAPITAL:

As on 31 March 2026, the Share Capital structure of the Company stands as under:

Particulars	Numbers in actual	Amount in INR
Authorized Share Capital Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Total	2,50,00,000	25,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs. 10/- each	1,20,99,000	12,09,90,000
Total	1,20,99,000	12,09,90,000

Changes in share capital during the period under review and up to the date of signing of this report:

i. Authorized Share Capital:

During the year under review, there was no change in the Authorized Share Capital of the Company.

ii. Issued, Subscribed and Paid-up Share Capital:

Initial Public Offer (IPO) of Shares:

During the reporting period, pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on 10 July 2025, has allotted total 32,29,200 Equity Shares of INR 10.00 per equity share at an issue price of INR 248.00 per equity share (including premium of INR 238.00 per equity share) which comprised of fresh issue of 26,00,000 equity shares and offer for sale of 6,29,200 equity shares by the Promoter Selling Shareholders.

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Depository System:

As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on 31 March 2026, 100% of the Companys total paid-up equity capital representing 1,20,99,000 equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.

7. UTILIZATION OF PROCEEDS OF INITIAL PUBLIC OFFER (IPO):

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that, during the year under review, the Company has not deviated or varied the utilization of proceeds of the Initial Public Offering (IPO) from the objects stated in the offer document. The funds raised through the IPO have been utilized for the purposes as mentioned in the Prospectus. The statement of utilization of IPO proceeds has been reviewed by the Audit Committee and the Board of Directors periodically. A certificate from Statutory Auditor confirming the utilization of funds has also been submitted to the Stock Exchange(s) within due date. There is no deviation or variation in the use of proceeds of the issue from the objects stated in the prospectus.

As on 31 March 2026, the details of utilization of funds raised by way of IPO are as follows:

Utilization of Funds up to on 31 March 2026 Amount in INR Lakhs

Original Object	Modified Object, if any	Original Allocation	Modified Allocation, if any	Funds utilized till 31 March 2026	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks , if any
Financing the capital expenditure towards setting up of the Manufacturing Facility through investment in our Wholly-Owned Subsidiary (WOS) Company, Easy Raw Materials Private Limited.	--	3,468.33	--	457.00	--	--
Repayment/prepayment of all or certain of our borrowings availed of by our Company.	-	2000.00	--	2000.00	--	--
General Corporate Purpose	-	980.00	--	954.00	--	--

8. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

A major highlight for the year under review was that the Company successfully came out with an Initial Public Offer of equity shares of the Company aggregating to INR 8008.42 Lakh. The issue was a combination of Fresh Issue and Offer for Sale of equity shares.

The Company filed Red Herring Prospectus to the Registrar of Companies (ROC) on 27 June 2025. The Public Issue opened on Monday, 07 July 2025 and closed on Wednesday, 09 July 2025. The Basis of Allotment was finalized by Company, Registrar to the Issue and Merchant Banker in consultation with the BSE on 10 July 2025. The Company had applied for listing of its total equity shares to BSE and received the approval vide BSE letter dated 11 July 2025. The trading of equity shares of the Company commenced on 14 July 2025 on the SME Platform of BSE Limited.

Your directors believe that the listing of the Company marks a significant milestone, offering a robust platform to elevate the brand, increase visibility, and provide liquidity to shareholders. The equity shares were listed at a modest premium of 0.8% over the IPO issue price, debuting at INR 250.00 - marking a stable debut and reflecting underlying investor confidence in the Companys long-term growth potential.

The equity shares listed with a substantial gain from the offer price. We are both humbled and grateful for the faith shown in the Company by market participants. We extend our sincere appreciation to our stakeholders for their continued trust in our ability to deliver high-quality services.

9. SEGMENT WISE PERFORMANCE:

The Company only has a single segment in the business activities. Segment reporting is not applicable to the Company in accordance with the Accounting Standard 17 issued by the Institute of Chartered Accountants of India.

10. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

As on 31 March 2026, your Company has following Subsidiaries, the details of which are as follows:

Sr. Name & Address	CIN/UIN	% of the	Applicable
No. of the Company		Shares held	Section
1. Easy Raw Materials Private Limited Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road, TPS III, Santacruz (East), Santacruz (East), Mumbai, Mumbai, Maharashtra, India, 400055	U51909MH2020PTC351813	100.00%	2(87)
2. Vinstar Biotech Private Limited Gala No.9, Second Floor, Building No. E/8, Shree Arihant Compound, Reti Bunder Road, Plot No. 1451, Kalher, Thane, Bhiwandi, Maharashtra, India, 421302	U21001MH2023PTC399095	100.00%	2(87)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Companys subsidiaries in Form AOC-1 as Annexure-A is attached to the Board Report of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiary, is available on the website of the Company, .

11. PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2025-26.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 34 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company, are their owned funds only and not borrowed from any person or entity.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position occurred between the end of the financial year of the Company and date of this Report.

13. LISTING OF SHARES:

The Equity Shares of the Company are listed on the SME Platform of BSE Limited with scrip code 544335. The Company confirms that the annual listing fees to the stock exchange for the financial year 2025-26 have been paid.

14. INDUSTRIAL RELATIONS:

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate the committed contribution made by employees of the Company at all the levels to sustain during the challenging business scenario.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your Company based on recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy cover the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters, etc.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31 March 2026, the Board consists of Six (6) members, of whom One (1) is the Managing Director, Two (2) are the Executive Directors, and Three (3) are the Non-Executive and Independent Directors.

The Board periodically evaluates the need for a change in its composition and size. The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on our website. We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The Nomination and Remuneration policy is available on the website of the Company at .

16. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.

The Policy is also available on the website of the Company .

17. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneratton of Directors and employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneratton of Managerial Personnel) Rules, 2014 are given in Annexure-B that forms part of this Report.

No employee of the Company was in receipt of remuneratton more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneratton of Managerial Personnel) Rules, 2014, during the financial year ended 31 March 2026.

Gender-Wise Composition of Employees

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce (on and off roll employee) as on 31 March 2026:

Male: 16 Female: 14 Transgender: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

18. HUMAN RESOURCES:

The well-disciplined workforce which has served the Company since its incorporation lies at the very foundation of the companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31 March 2026, the Board of Directors of the Company comprises of following Six (6) Directors:

S. Name No.	Designation	Category	DIN	Date of Appointment
1 Ankit Shailesh Mehta	Managing Director	Promoter	06792217	06/03/2020
2 Parul Shailesh Mehta	Director	Promoter	08718563	06/03/2020
3 Shailesh Vinodrai Mehta	Director	Promoter	10563871	04/07/2024
4 Anirudh Brijkishore Ruia	Director	Independent	10421244	15/11/2024
5 Abhishek Sunil Kamdar	Director	Independent	06422005	13/01/2025
6 Rajesh Vashu Kalro	Director	Independent	05288562	13/01/2025

Appointments:

During the financial year 2025-26, the no Directors were appointed on the Board:

The details of Regularization of Additional Directors are as under:

During the financial year 2025-26, the no Additional Directors were regularized.

The details of Reappointment of Directors are as under:

During the financial year 2025-26, the no Directors were re-appointed on the Board:

Resignations/Retirements along with facts of resignation:

During the financial year 2025-26, the no Directors resigned from the Board of the Company.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Shailesh Vinodrai Mehta, Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM.

Your directors recommend his re-appointment as Executive Director of your Company.

Key Managerial Personnel:

As on 31 March 2026, in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnels of the Company are as below:

Sr. No. Name	Designation
1 Ankit Shailesh Mehta	Managing Director
2 Basavaraj Shankar Dalawai	Chief Financial Officer
3 Shreya Dalmia*	Company Secretary

*During the year under review, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Ms. Shreya Dalmia as Whole-Time Company Secretary and Compliance Officer of the Company w.e.f. 20 January 2026.

Ms. Ramdulari Saini resigned from the position of Whole-Time Company Secretary and Compliance Officer of the Company with effect from the close of business hours of Saturday, 01 November 2025 to pursue better career opportunities. Ms. Ramdulari Saini has confirmed that there are no other material reasons for her resignation other than one specified above.

Annual Evaluation of Boards Performance:

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on the parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company .

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the Company . All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31 March 2026.

20. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (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 violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The code is also available on the website of the Company .

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

21. COMMITTEES OF THE BOARD:

As on 31 March 2026, the Board has following committees:

a. Audit Committee;

b. Stakeholders Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee.

Audit Committee

As on 31 March 2026, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Rajesh Vashu Kalro	Chairman	Non-Executive & Independent Director
Mr. Anirudh Brijkishore Ruia	Member	Non-Executive & Independent Director
Mr. Ankit Shailesh Mehta	Member	Chairman & Managing Director

As on date of this report, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Rajesh Vashu Kalro	Chairman	Non-Executive & Independent Director
Mr. Anirudh Brijkishore Ruia	Member	Non-Executive & Independent Director
Mr. Ankit Shailesh Mehta	Member	Chairman & Managing Director

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.

The role of Audit Committee shall include but shall not be restricted to the following:

1. Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

(a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions;

(g) Qualifications in the draft audit report;

5. Reviewing with the management the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an offer (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

10. Discussion with internal auditors any significant findings and follow up there on;

11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

14. To review the functioning of the Whistle Blower mechanism;

15. Approval of appointment of CFO (or the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;

16. Approval or any subsequent modification of transactions of the company with related parties;

17. Scrutiny of inter-corporate loans and investments;

18. Valuation of undertakings or assets of the Company, whenever it is necessary;

19. Evaluation of internal financial controls and risk management systems;

20. Review of management discussion and analysis report, management letters issued by the statutory auditors, etc;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

22. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision; and

23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Explanation (I): The term related party transactions shall have the same meaning as contained in the Ind AS 24, Related Party Transactions, issued by The Institute of Chartered Accountants of India.

Explanation (ii): If the issuer has set up an audit committee pursuant to provision of the Companies Act, the said audit

committee shall have such additional functions / features as is contained in this clause.

The Audit Committee enjoys following powers:

(i) To investigate any activity within its terms of reference.

(ii) To seek information from any employee.

(iii) To obtain outside legal or other professional advice.

(iv) To secure attendance of outsiders with relevant experttse if it considers necessary.

The Audit Committee shall mandatorily review the following information:

(i) Management discussion and analysis of financial condition and results of operations;

(ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

(iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(iv) Internal audit reports relating to internal control weaknesses; and

(v) The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee.

(vi) statement of deviations: (a) quarterly statement of deviation(s) submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI LODR Regulations; and (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI LODR Regulations.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

Meeting of Audit Committee and Relevant Quorum

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.

The Audit Committee met Six (06) times during the financial year and the details of the meeting are as follows:

Sr. No Date of Meeting	Attendance of Chairman/Members
1. 09 June 2025	Chairman & all other members were present
2. 20 June 2025
3. 10 July 2025
4. 24 July 2025
5. 10 November 2025
6. 09 March 2026

Mr. Rajesh Vashu Kalro, Chairman of the Audit Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee. The Internal Auditor and the representatives of the Statutory Auditors also attend the Audit Committee meetings, besides the executives invited by the Audit Committee to be present thereat. The Internal Auditor presented their report directly to the Audit Committee.

Stakeholders Relationship Committee

As on 31 March 2026, the composition of Stakeholders Relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Anirudh Brijkishore Ruia	Chairman	Non-Executive & Independent Director
Mr. Abhishek Sunil Kamdar	Member	Non-Executive & Independent Director
Ms. Parul Shailesh Mehta	Member	Executive Director

As on date of this report, the composition of Stakeholders Relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Anirudh Brijkishore Ruia	Chairman	Non-Executive & Independent Director
Mr. Abhishek Sunil Kamdar	Member	Non-Executive & Independent Director
Ms. Parul Shailesh Mehta	Member	Executive Director

The Company Secretary of the Company will act as the Secretary of the Committee.

This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:

1. resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc;

2. review of measures taken for effective exercise of voting rights by shareholders;

3. review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;

4. review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

6. approve, register, refuse to register transfer or transmission of shares and other securities;

7. sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

8. allotment and listing of shares;

9. authorise affixation of common seal of the Company;

10. issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

11. approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

12. dematerialize or rematerialize the issued shares;

13. ensure proper and timely attendance and redressal of investor queries and grievances;

14. carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and

15. further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

Meeting of Stakeholders Relationship Committee and Relevant Quorum

The Stakeholders Relationship committee shall meet at least four times in a year and shall report to the Board of Directors on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum for a meeting of the Stakeholders Relationship Committee shall be two members present.

The Stakeholders Relationship Committee met Two (2) times during the financial year and the details of the meeting are as follows:

Sr. No Date of Meeting	Attendance of Chairman/Members
1. 10 November 2025	Chairman & all other members were present
2. 09 March 2026

Investors Grievances Redressal:

There were no pending complaints/ transfers as on 31 March 2026 and also there were no complaints which were not resolved to the satisfaction of Shareholders. The summary of status of complaints/ request received, disposed and pending as on 31 March 2026 is as under:

No. of complaints/request received	No. of complaints/requests solved to the satisfaction of shareholders/investors	No. of pending complaints/request as on 31 March 2026
0	0	0

All Share transfer and correspondence thereon are handled by the Companys Registrars and Share Transfer Agents viz. Bigshare Services Private Limited, S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai 400093, Maharashtra, India, Tel No: 022 - 6263 8200, Email Id: .

Compliance Officer:

Ms. Shreya Dalmia has been appointed as the Compliance Officer, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. She has been entrusted with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimated to the Company directly or through SEBI or Stock Exchanges. All complaints/grievances intimated during the year, have been resolved within the stipulated time frame.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

Mr. Anirudh Brijkishore Ruia, Chairman of the Stakeholders Relationship Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee.

Nomination and Remuneration Committee

As on 31 March 2026, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Abhishek Sunil Kamdar	Chairman	Non-Executive & Independent Director
Mr. Anirudh Brijkishore Ruia	Member	Non-Executive & Independent Director
Mr. Rajesh Vashu Kalro	Member	Non-Executive & Independent Director

As on date of this report, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Abhishek Sunil Kamdar	Chairman	Non-Executive & Independent Director
Mr. Anirudh Brijkishore Ruia	Member	Non-Executive & Independent Director
Mr. Raiesh Vashu Kalro	Member	Non-Executive & Independent Director

The Composition of this committee is also in compliance with the requirements of Section 178 of the Companies, Act 2013. The compensation grades of the senior managerial personnel are governed by the HR policies of the Company. Managerial remuneration is regulated in terms of Section 197, 198, Schedule V and other applicable provisions of the Companies Act, 2013.

In accordance with Section 178 of the Companies Act, 2013, the Board of Directors has formulated the Nomination and Remuneration Policy of the Company.

The Details of Remuneration paid to all the Directors has been included in the Annual Financial Statements forms part of this Report. The Company does not have any stock option scheme for any of its director or employees.

The Nomination and Remuneration Committee met One (1) time during the financial year, and the details of the meeting are as follows:

Sr. No Date of Meeting	Attendance of Chairman/Members
1. 20 January 2026	Chairman & all other members were present

Mr. Abhishek Sunil Kamdar, being, Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee.

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

(i) use the services of an external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(iii) consider the time commitments of the candidates.

3. formulation of criteria for evaluation of Independent Directors and the Board;

4. devising a policy on Board diversity;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; and

7. recommend to the board, all remuneration, in whatever form, payable to senior management.

Meeting of Nomination and Remuneration Committee and Relevant Quorum

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members. The Committee shall meet as and when required.

Corporate Social Responsibility (CSR) Committee:

The composition of the CSR Committee is in line with provisions of Section 135 of the Companies Act, 2013.

As on 31 March 2026, the composition of members of the Committee and their details are mentioned below:

Name	Designation	Nature of Directorship
Mr. Rajesh Vashu Kalro	Chairman	Non-Executive Independent Director
Mr. Abhishek Sunil Kamdar	Member	Non-Executive Independent Director
Mr. Ankit Shailesh Mehta	Member	Chairman & Managing Director

Number of Meetings held and attendance records:

The CSR Committee met One (1) time during the financial year, and the details of the meeting are as follows:

Sr. No Date of Meeting	Attendance of Chairman/Members
1. 20th January 2026	Chairman & all other members were present

The scope of Corporate Social Responsibility Committee shall include but shall not be restricted to the following:

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;

3. To monitor the CSR policy of the Company from time to time; and

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

Meeting of Corporate Social Responsibility Committee and Relevant Quorum

The quorum necessary for a meeting of the Corporate Social Responsibility Committee shall be two members or one third of the members of the committee whichever is greater. The Committee shall meet at least once in a year.

22. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Section 173 read with Schedule IV of the Companies Act, 2013, and other applicable provisions, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 09 March 2026 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

23. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company met 15 (Fifteen) times during the financial year 2025-26 and the details of which are as follows:

S. No Date of Board Meeting	Mode of Meeting
1 10 May2025
2 09June 2025
3 18June 2025
4 20June 2025
5 24June 2025
6 27June 2025	Physical meetings at the registered office
7 04 July 2025	of the Company situated at Mumbai.
8 10 July 2025
9 24 July 2025
10 10 November 2025
11 10January 2026
12 20January 2026
13 16 February 2026
14 21 February 2026
1 c HQ IV/lrarrh

Name of the Director(s)	No. of Board Meetings attended		Attendance at the last AGM held on 30 June 2025
	Held/Entitled	Attended
Mr. Ankit Shailesh Mehta	15	15	Yes
Ms. Parul Shailesh Mehta	15	15	Yes
Mr. Shailesh Vinodrai Mehta	15	15	Yes
Mr. Anirudh Brijkishore Ruia	15	15	Yes
Mr. Raiesh Vashu Kalro	15	15	Yes
Mr. Abhishek Sunil Kamdar	15	15	Yes

All the Directors of the Company had attended at least one Board Meeting during the financial year 2025-26.

The Board meets at least once in every half year to review half yearly performance, business operations, general affairs of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

24. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India. The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

25. GENERAL MEETINGS AND POSTAL BALLOT:

The 06th Annual General Meeting (AGM) of the Company was held on Monday, 30th day of June 2025 at 11.00 AM IST. All the filings and requirements were made within the due timelines with respect to the 06th AGM.

During the year under review, the following Extra-Ordinary General Meetings have been held:

1. 12 July 2025: Approval for appointment of M/s Bagaria & Co. LLP, Chartered Accountants (FRN: 113447W) as Statutory Auditors of the Company.

26. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)c of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31 March 2026, the applicable accounting standards and Schedule III of the Companies Act, 2013, 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 your Company as at 31 March 2026 and of the profit and loss of the Company for the financial year ended 31 March 2026;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared 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 are adequate and operating effectively.

27. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company on 31 March 2026 is available on the Companys website and can be accessed at .

28. LOANS AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

29. RELATED PARTY TRANSACTIONS:

During the financial year 2025-26, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arms length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for FY 2025-26 and esttmated transactions for FY 2026-27.

There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transacflons as approved by the Board of Directors may be accessed on the Companys website at . Disclosures on related party transacflons are set out in the Notes to the Financial Statements forming part of this Annual Report.

The disclosure of related party transacflons as required under Secflon 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is set out herewith as ANNEXURE-C and forms an integral part to this Report.

30. INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

31. RISK MANAGEMENT:

The Company manages and monitors on the principal risks and uncertainfies that can impact its ability to achieve its objecfives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Secflon 177 (10) of the Companies Act, 2013 and the SEBI (Listing Obligaflons and Disclosure Requirements) Regulaflons, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair pracflce being adopted against them.

During the year under review, no grievances received by the Company. The policy is also available on the website of the Company .

33. DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

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

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

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

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

34. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the requirements of the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. As on 31 March 2026, Mr. Rajesh Vashu Kalro is the Chairman of the Committee and other members namely Mr. Abhishek Sunil Kamdar and Mr. Ankit Shailesh Mehta are the members of said Committee. The Committee has framed the Corporate Social Responsibility Policy for the Company. The philosophy for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.

On account of profits and turnover in the previous financial year ended 31 March 2025, the Company has a CSR obligation. The calculation of CSR obligation for the financial year ended 31 March 2026, is below mentioned:

Net Profit calculated as per Section 198	Amount in INR Lakhs
For the FY ended March 2023	1141.05
For the FY ended March 2024	2003.22
For the FY ended March 2025	3384.50
Total Net Profits	6528.77
Average Net Profits	2176.26
CSR Obligation (2%)	43.53
Excess to be set off	0.74
Total CSR expenditure	42.79

The Company gives preference to the local area for spending the amounts earmarked for CSR activities. During the year, the Company spent INR 44.41 Lakh in the CSR Activities, the details of which is provided in the CSR Report.

The Annual Report on the CSR activities is at Annexure-D to this Report.

35. AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

The Members of the Company at their Extra-Ordinary General Meeting (EGM) held on 12 July 2025 had appointed M/s. Bagaria & Co. LLP, Chartered Accountants (FRN: 113447W/W-100019), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Mehta & Associates, Chartered Accountants (FRN: 165275W). M/s. Bagaria & Co. LLP, Chartered Accountants were appointed to hold office from the conclusion of the said EGM until the conclusion of the ensuing Annual General Meeting (AGM) and to conduct the statutory audit of the Company for the financial year 2025-26. Accordingly, their

The Board of Directors at its meeting held on 18th August 2026, as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of M/s. Prem Chand Jain & Co., Chartered Accountants, (FRN: 000066C), as Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of the 07th AGM, till the conclusion of the 12th AGM of the Company to be held for the year 2030-31, at such remuneration, together with applicable taxes and reimbursement of out-of-pocket expenses, as may be recommended by the Audit Committee in consultation with the Statutory Auditors and approved by the Managing Director of the Company.

The Company has received the written consent and a certificate from M/s. Prem Chand Jain & Co., Chartered Accountants (Firm Registration No. 000066C), confirming that their appointment, if made, would be in accordance with the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Firm has also confirmed that it is eligible for appointment and is not disqualified from being appointed as the Statutory Auditors of the Company under the provisions of the Act and the rules made thereunder.

Further, M/s. Prem Chand Jain & Co. is a Peer Reviewed Firm of Chartered Accountants and holds a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI).

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 07th AGM.

Internal Auditor:

The Company had appointed M/s N.R. Tibrewala & Co LLP, Chartered Accountants (FRN - W100608) as an Internal Auditor of the Company at their meeting held on 10 July 2025 for the period of financial year ended 31 March 2026.

The Internal Audit Reports for financial year ended 31 March 2026 does not contain any qualification, reservation or adverse remarks.

Further, during the financial year 2026-27, the Company had appointed M/s Vinay Bhushan & Associates, Chartered Accountants (FRN - 130529W) as an Internal Auditor of the Company at their meeting held on 18 May 2026 for the period of financial year ended 31 March 2027.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Nirmal Tiwari & Associates, Company Secretaries (M. No: F11031 and CP: 25159) to conduct a Secretarial Audit for the year 2025-26 at their meeting held on 18 May 2026. The Secretarial Audit Report for the year ended 31 March 2026 is annexed herewith as ANNEXURE-E to this Boards Report.

The Secretarial Audit Report for financial year ended 31 March 2026 does not contain any qualification, reservation or adverse remarks.

Pursuant to SEBI Listing Regulations, the Company is required to appoint Secretarial Auditor for a term of five consecutive financial years. In view this, the Directors recommend the appointment of M/s Nirmal Tiwari & Associates, Company Secretaries (M. No: F11031 and CP: 25159) to undertake Secretarial Audit of the Company for a term of five consecutive financial years i.e. 2026-27 to 2030-31 at the ensuing Annual General Meeting.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 07th AGM.

Cost Auditor:

The Company is not required to maintain cost accounts and records as specified by the Central Government under sub-secfion (1) of Secfion 148 of the Companies Act, 2013. Hence, the appointment of Cost Auditor for the Company is not applicable to the Company.

36. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Audit Report for financial year ended 31 March 2026 does not contain any qualificafion, reservation or adverse remarks.

37. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub secfion (12) of Secfion 143 other than those which are reported to Central Government during the year under review.

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

The particulars relating to conservation of energy, technology absorpfion, foreign exchange earnings and outgo, as required to be disclosed under the Act pursuant to Secfion 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as an ANNEXURE-F to this Report.

39. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assets, the prevention and detecfion of frauds and errors, the accuracy and completeness of the accounting records, and the fimely preparafion of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub secfion 3 of Secfion 143 of the Companies Act, 2013 is forming part of the financial statements for the year under review.

40. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of secfion 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are

Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

41. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, parttcularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

42. CORPORATE GOVERNANCE REPORT:

Your Company is committed to upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a robust framework that promotes transparency, accountability, and integrity in all our operattons. Our commitment to these principles reinforces our dedication to acttng in the best interest of our stakeholders. In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulattons 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulatton 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entittes that have their specified securittes listed on the SME Platform of the Stock Exchanges.

Therefore, the requirement to file Corporate Governance Report with the Stock Exchange does not apply to the Company for the financial year 2025-26. Since the Companys securittes are listed on SME Platform of BSE, Regulattons 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulatton 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulattons, 2015, are not applicable to the Company.

Hence, Report on the Corporate Governance does not form part of this Boards Report.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with Regulatton 34 of the Securittes Exchange Board of India (Listing Obligattons and Disclosure Requirement) Regulattons, 2015 (Listing Regulattons) the Management Discussion and Analysis (MD&A) Report of the Company for the year under review is presented in a separate sectton forming the part of the Annual Report is attached here with as ANNEXURE-G and forms part of this Report.

44. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review, there have been no other material or significant orders passed by any regulators, courts, or tribunals which may impact the going concern status of the Company or its future operattons.

. th

45. OTHER DISCLOSURES:

- During the financial year 2025-26, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- During the financial year 2025-26, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

- During the financial year 2025-26, your Company has not entered any One-Time Settlement with banks or financial institutions.

- The Company has not issued any debentures during the financial year 2025-26.

46. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely containing basic information about the Company. The website of the Company is also containing informatton like Policies, Financial Results, Annual Reports 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.

47. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the percepttons of the Company and the data and informatton available with the company. The company does not and cannot guarantee the accuracy of various assumpttons underlying such statements and they reflect Companys current views of the future events and are subject to risks and uncertainttes. Many factors like change in general economic condittons, amongst others, could cause actual results to be materially different.

48. ACKNOWLEDGEMENT:

The Directors would like to place on record its gratttude for valuable guidance and support received from the Central & State Government departments /agencies, Bankers and wish to convey their appreciation to customers, dealers, vendors, and all other business associates for their continuing support during the year.

The Directors would also like to express their appreciatton of the commitment and dedication of employees for their significant contribution during the year.

	By order of the Board of Directors For Chemkart India Limited Sd/-
18th August 2026	Ankit Shailesh Mehta
Mumbai	Chairman and Managing Director DIN:06792217