Chemtech Industrial Valves Ltd Directors Report

For the Financial Year ended March 31, 2026

Dear Members,

The Board of Directors of Chemtech Industrial Valves Limited (the Company) is pleased to present the 30th Annual Report together with the audited financial statements for the financial year ended March 31, 2026 (FY 2025 26).

1. COMPANY OVERVIEW

Our companys core business model is split into dual operational streams: specialized Valves Manufacturing and Project Sales Trading.

The companys primary manufacturing activities are concentrated at its advanced, 130,000-square-foot facility located in Kudus (Wada), Palghar, Maharashtra. From this production hub, Chemtech designs, fabricates, and tests custom flow-control machinery, with production capabilities spanning valve diameters from 15mm up to a massive 4000mm. Its diverse product vertical includes high-performance gate, globe, ball, butterfly, check, goggle, and rapid-action valves, engineered to meet strict international standards and third-party inspections by agencies like IBR, Lloyds, DNV-GL, TUV, and SGS. Driven by a focus on intellectual property and import substitution, the company holds a registered domestic patent for its signature Line Blind valve product and converts multiple foreign valve specifications into Indian-made equivalents annually. This engineering depth allows Chemtech to supply critical infrastructure projects within the integrated steel, oil and gas, power, and fertilizer sectors, maintaining a robust domestic footprint while exporting to key heavy-industry markets in Russia, Kuwait, Nigeria, and Malaysia.

2. Financial highlights

The standalone financial performance of the Company is summarised below:

Particulars (Rs in lakh, except EPS)	FY 2025 26	FY 2024 25
Revenue from operations	3,017.21	4,003.91
Other income	538.29	263.27
Total income	3,555.50	4,267.18
Total expenses	2,785.78	3,342.86
Profit before tax	769.72	924.32
Current tax (after MAT adjustment)	210.03	223.68
Deferred tax	59.00	(1.04)
Total tax expense	268.03	222.64
Profit after tax	501.69	701.68
Basic earnings per equity share (Rs.)	2.80	4.42
Diluted earnings per equity share (Rs. )	2.99	4.37

3. STATE OF THE COMPANYS AFFAIRS AND OPERATIONAL PERFORMANCE

Revenue from operations was Rs. 3,017.21 lakh in FY 2025 26 compared with Rs. 4,003.91 lakh in FY 2024 25, a decrease of 24.64%. Other income increased to Rs. 538.29 lakh from Rs. 263.27 lakh. Consequently, total income was Rs. 3,555.50 lakh, 16.68% lower than the preceding year.

Profit before tax was Rs. 769.72 lakh compared with Rs. 924.32 lakh, a decrease of 16.73%. Profit after tax was Rs. 501.69 lakh compared with Rs. 701.68 lakh, a decrease of 28.50%. The increase in other income partly offset the lower operating revenue; however, profit after tax also reflected the current and deferred tax charge for the year. The Company continues to focus on execution discipline, cost control, working-capital management and development of industrial-valve opportunities.

Furthermore, during Financial Year under review, there were no alterations/changes in the core operations or activities or nature of business of the Company.

4. TRANSFER TO RESERVES

During the Financial Year 2025-26, the Company has transferred Rs. 501.69 Lakhs to General Reserve under the head of Reserve and Surplus Account.

5. DIVIDEND

Considering the capital-intensive nature of the business, the business plan of the Company and with a view to plough back the profits, the Board has not recommended dividend for consideration of the members at the ensuing Annual General

Meeting (AGM) in order to build a strong base for its long term growth.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, ("SEBI (LODR) Regulations, 2015"), the company is not required to formulate Dividend Distribution Policy.

6. INVESTOR EDUCATION AND PROTECTION FUND

There was no amount required to be transferred by the Company to the Investor Education and Protection Fund during FY 2025 26.

7. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the annual return of the Company for FY 2025 26 will be available on the Companys website at https://www.chemtechvalves.com/investors/.

8. DEPOSITS

During FY 2025 26, the Company did not accept any deposit or amount deemed to be a deposit within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no deposits not in compliance with Chapter V of the Act.

9. SHARE CAPITAL AND PREFERENTIAL ISSUE

9.1 Authorised share capital

There was no change in the authorised share capital during the year. As at March 31, 2026, the authorised share capital was Rs. 20,00,00,000 divided into 2,00,00,000 equity shares of Rs. 10 each.

9.2 Issued, subscribed and paid-up share capital

Movement	No. of equity shares	Paid-up value (Rs. )
Opening at April 01, 2025	1,79,37,333	17,93,73,330
Equity shares allotted on warrant conversion	5,00,000	50,00,000
Closing at March 31, 2026	1,84,37,333	18,43,73,330

On March 27, 2026, the Board allotted 5,00,000 equity shares of face value Rs. 10 each at an issue price of Rs. 200 per share upon conversion of warrants 2,50,000 shares each to Harsh Pradeep Badkur and Puneet Pradeep Badkur. The Company received the balance 75% consideration of Rs. 7.50 crore at conversion; the aggregate consideration attributable to the converted warrants was Rs. 10.00 crore. The statutory auditors CARO report states that the remaining 2,50,000 warrants were forfeited for non-receipt of the balance consideration within the stipulated period.

The statutory auditor reported compliance with the applicable requirements of Sections 42 and 62 and the relevant SEBI regulations, and the filed deviation statement reported no material deviation in use of the proceeds.

10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company did not have any subsidiary, associate or joint venture during FY 2025 26. Consequently, consolidated financial statements and Form AOC-1 are not applicable.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars covered under Section 186 of the Companies Act, 2013 are disclosed in the notes to the financial statements.

The statutory auditors CARO report identifies the following loans or advances in the nature of loans during FY 2025 26:

Entity	Balance at March 31, 2026	(Rs. )
Kanoi Capital Holdings	1,54,91,917.50

The auditor reported that the terms were not prejudicial to the Companys interest and that the provisions of Sections 185 and 186 were complied with to the extent applicable. The CARO report also records that no specific repayment schedule was stipulated for the outstanding loan, so regularity against a stipulated schedule could not be commented upon.

12. RELATED PARTY TRANSACTIONS

Your Company has an explicit "Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions" to ensure that all related party transactions are on an arms length basis and in the ordinary course of business in adherence of the provisions of Section 188 of the Act and rules made thereunder and the SEBI (LODR) Regulations, 2015. Accordingly, all related party transactions entered during Financial Year 2025-26 were on an arms length basis and in the ordinary course of business under the Act and were not material under the SEBI (LODR) Regulations, 2015.

All related party transactions entered into during the Financial Year, were presented to both the Audit Committee and the Board. The Audit Committee has granted omnibus approval for related party transactions as per the provisions of the Act and the SEBI (LODR) Regulations, 2015. Further, in compliance with the Section 134(3)(h) of the Act, a disclosure is not required in Form AOC-2 as there is no transaction which falls under Section 188 of Companies Act, 2013.

Additionally, in compliance with the SEBI, the Policy on Materiality of Related Party Transactions and dealing with Related

Party Transactions is given in Annexure-1 which forms part of this Annual Report and is available for viewing on the Companys website at https://www.chemtechvalves.com/wp-content/uploads/2026/05/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS-AND-ON-DEALING-WITH-RELATED-PARTY-TRANSACTIONS.pdf.

13. MATERIAL CHANGES AND COMMITMENTS AFTER THE FINANCIAL YEAR

There have been no material changes or commitments affecting the financial position of the Company between the close of the financial year on March 31, 2026 and the date of this Report, except for the appointment of Ms. Aarohi Pareek as the Company Secretary and Compliance Officer of the Company with effect from April 20, 2026. The Board has duly considered the material events and developments occurring subsequent to the financial year-end and up to the date of approval of this Report, and confirms that no other event has occurred which would materially affect the financial position of the Company.

14. Board of Directors and Key Managerial Personnel

14.1 Composition at March 31, 2026

The Board of Directors of the Company is a panel of members having diverse set of competencies, demonstrated experience, personal integrity, ethics, and Governance expertise. In addition to possessing relevant skills, Directors exhibit leadership qualities that contribute to the effective stewardship of the organization.

The Composition of the Board of the Company as on March 31, 2026 is given below:

Director	DIN	Designation	Category
Harsh Pradeep Badkur	00676715	Chairman & Managing Director	Executive
Ignatious David Inasu Chittatukarakaran	01750827	Whole-Time Director	Executive
Puneet Pradeep Badkur	07803209	Whole-Time Director & CFO	Executive / KMP
Amita Jain	08093513	Independent Director	Non-Executive / Independent
Manisha Yogesh Lakhani	08672773	Independent Director	Non-Executive / Independent
Hemant Goyal	00031162	Independent Director	Non-Executive / Independent

As at March 31, 2026, the Board comprised six Directors: three Executive Directors and three Non-Executive Independent Directors, including two women Directors who build strong foundation in business principles and leadership.

14.2 Changes during FY 2025 26 and after year end

Effective / approval date	Name	Change	Period
April 21, 2025	Manisha Yogesh Lakhani	Shareholders approved reappointment as Non-Executive Independent	During FY
		Director for a further five-year term effective January 23, 2025.
Close of September 12, 2025	Prachi Dilkhush Kothari	Resigned as Company Secretary, Key Managerial Personnel and Compliance Officer.	During FY
April 20, 2026	Aarohi Pareek	Appointed Company Secretary, Key Managerial Personnel and Compliance Officer.	Post-year

Mr. Puneet Pradeep Badkur, Whole-time Director of the Company, is liable to retire by rotation at the ensuing 30^th Annual General Meeting of the Company and, being eligible, has offered himself for re-appointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended the re-appointment of Mr. Puneet as a Director of the Company, liable to retire by rotation, for the consideration and approval of the Members at the ensuing Annual General Meeting.

The requisite details and disclosures pertaining to Mr. Puneet, as required under the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice as

"Annexure-I" convening the ensuing Annual General Meeting and shall form an integral part thereof.

15. Regulatory & Statutory Compliances

In line with its commitment to ethical governance and transparent operations, the Company accords utmost importance to compliance with all applicable regulatory and statutory requirements. It operates within a well-defined compliance framework that ensures adherence to all relevant laws, rules and standards.

Your Company ensures strict adherence to all relevant guidelines, circulars, notifications and directions issued which includes but not limited to Ministry of Corporate Affairs ("MCA"), Securities and Exchange Board of India ("SEBI"), BSE and

NSE from time to time.

These guidelines, circulars, notifications and directions are also presented to the Board in the form of regulatory updates to keep the Board informed and report on actions initiated on the same. The Company also complies with the provisions of the Companies Act 2013, Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and as notified by Ministry of Corporate Affairs from time to time.

During the Year, Prachi Dilkhush Kothari at the close of September 12, 2025 resigned from the position of Company Secretary and Compliance Officer remained vacant through March 31, 2026. Subsequently, Ms. Aarohi Pareek was appointed as the Company Secretary, Key Managerial Personnel and Compliance Officer of the Company with effect from April 20, 2026, thereby ensuring compliance with the applicable statutory requirements.

The temporary non-compliance was not intentional and arose solely due to the time required to identify and appoint a suitable candidate. The Company has taken appropriate corrective measures and has strengthened its internal processes to ensure timely compliance with the applicable statutory requirements in future.

16. Meetings of the Board

The Board met six times during FY 2025 26. The meetings were held within the maximum interval prescribed under the Companies Act, 2013 and the SEBI LODR Regulations.

No.	Date
1 May 23, 2025
2 August 13, 2025
3 September 03, 2025
4 November 13, 2025
5 February 13, 2026
6 March 27, 2026

17. Committees of the Board

Committee	Roles and Responsibility	Composition at March 31, 2026	Applicability
Audit Committee	Oversees the Companys financial reporting and internal controls.	Amita Jain (Chair); Manisha Yogesh Lakhani; Harsh Pradeep Badkur	Section 177; Reg. 18
Nomination and Remuneration Committee	Responsible for identifying and nominating new Board members, KMPs & SMPs and overseeing the Boards governance practices.	Amita Jain (Chair); Manisha Yogesh Lakhani; Hemant Goyal	Section 178; Reg. 19
Stakeholders Relationship Committee	Ensuring good corporate governance and maintaining a positive relationship with stakeholders.	Amita Jain (Chair); Puneet Pradeep Badkur; Hemant Goyal	Section 178; Reg. 20
Risk Management Committee	NA	Not mandatory based on the Companys reported market-cap category	Reg. 21
CSR Committee	NA	Not mandatory as CSR expenditure not exceeding 50 lakhs	Section 135(9) applicability depends on CSR obligation

During the Financial Year 2025-26, the Board of Directors of the Company duly considered and deliberated upon the transactions placed before it and, wherever applicable, obtained the requisite recommendations of the concerned Committees. Accordingly, all recommendations mandatorily required under the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were duly considered and taken into account by the Board while taking the respective decisions.

18. Independent Directors

18.1 Declarations of independence

In accordance with the provisions of the Section 149(6) of the Act and Regulation 16(1)(b) & 25 of SEBI (LODR) Regulations, 2015, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence for Independent Directors.

The Board affirms that the Independent Directors fulfill the aforesaid criteria and possess requisite integrity, qualifications, proficiency, experience, expertise and are independent of the management.

The names of all the Independent Directors of the Company have been included in the Independent Directors databank maintained by Indian Institute of Corporate Affairs ("IICA"). None of the Directors have any pecuniary relationship or transactions with the Company.

18.2 Separate meeting

During FY 2025 26, the Independent Directors met separately on December 03, 2025 without the presence of Non-Independent Directors and members of management to review the matters prescribed under the SEBI LODR Regulations and the Companies Act, 2013.

The Independent Directors, in the course of this meeting, reviewed and discussed various matters arising from Committee meetings and Board deliberations. Their discussions encompassed, inter alia, the assessment of the quality, adequacy, and timelines of information flow between the Companys Management and the Board, ensuring that the Board is equipped with all necessary data and insights to effectively discharge its fiduciary and governance responsibilities.

18.3 Familiarisation programme

In our dedication to uphold strong governance practices, your Company has in place a system of conducting the familiarization programmes for Independent Directors in view of adherence with the expected obligations and responsibilities of Independent Directors as prescribed under the Regulation 25(7) of the SEBI (LODR) Regulations, 2015. As per the Programme, Independent Directors are acquainted with their roles, rights, responsibilities, and the nature and business model of the Company upon their induction.

The Programme is designed to provide a conceptual framework aligned with contemporary expectations, mandating that Independent Directors comply with a code of ethics and integrity to fulfil their responsibilities in a professional and trustworthy manner, thereby fostering confidence within the investment community. The objective of this program is to educate Independent Directors about their rights and obligations, as well as to familiarize them with the regulatory landscape and the business model under which the Company operates.

The induction and continuous training programs empower the Board, including Independent Directors to make well-informed and deliberate decisions that align with the best interests of the Companys stakeholders.

The specifics of the Familiarization Programme have been hosted on the Companys website and can be accessed at https://www.chemtechvalves.com/wp-content/uploads/2026/07/Independent-directors-Familiarization-Programme.pdf.

19. Annual performance evaluation

Upon recommendation of Nomination and Remuneration Committee, the Board of Directors has devised an evaluation framework in line with the applicable provisions of the Act read with relevant rules made thereunder and SEBI (LODR) Regulations, 2015 and in compliance of guidance note issued by SEBI under Circular no. SEBI/HO/ CFD/ CMD/CIR/P/2017/004 dated, January 05, 2017. The Company has laid down the process, format, attributes and criteria for performance evaluation of the Board, its Committees and the individual Board Members (including Independent Directors), to be carried out only by the Board of the Company.

The Performance Evaluation of the Board of the Company, its Committees and the individual Board members (including Independent Directors) for Financial Year 2025-26 has been carried out by the Board in accordance with the Evaluation Framework adopted by the Company.

The Performance Evaluation criteria for Independent Directors include effective deployment of knowledge and expertise, commitment to his/her role towards the Company and various stakeholders, willingness to devote time and efforts towards his/ her role, high ethical standards, adherence to applicable codes and policies, effective participation and application of objective independent judgement during meetings, etc.

The Board has expressed its satisfaction with the evaluation process.

20. Policy on Directors Appointment, Remuneration & Other Details

The Company has adopted a Nomination and Remuneration Policy which outlines the criteria for determining qualifications, positive attributes, and independence of Directors. It also sets out the policy for remuneration of Directors, Key Managerial Personnel, and other employees, in line with Section 178 of the Companies Act, 2013.

The remuneration paid to the Directors is in line with the Remuneration Policy of the Company. The Remuneration Policy can be accessed on the website of the Company at https://www.chemtechvalves.com/wp-content/uploads/2025/02/Remuneration-Policy.pdf and all the details of remuneration paid to the Directors is mentioned in Annual Return in form MGT-7, available on Companys website and can be accessed at https://www.chemtechvalves.com/investors/.

21. Directors Responsibility Statement

In compliance with the provisions of Section 134(3)(c) and 134(5), of the Act and based on the information provided by the Management, the Board of Directors hereby gives the following statement:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards were followed and proper explanations relating to material departures, if any, were provided; (b) the Directors selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2026 and of its profit for the year ended on that date; (c) the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) the Directors laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively; and (f) the Directors devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

22. Corporate Social Responsibility

Your Company, as a responsible corporate citizen, remains committed to creating a meaningful and sustainable impact on society by integrating social and environmental considerations into its business practices and undertaking initiatives that contribute to the well-being of its stakeholders and communities.

In furtherance of its commitment towards Corporate Social Responsibility ("CSR"), the Company undertakes initiatives aimed at promoting Education and Holistic Development, Environmental Sustainability, Healthcare and Wellness,

Community and Rural Development, Womens Empowerment, and Reduction of Inequalities. These initiatives are designed to create sustainable social value, improve the quality of life and contribute towards the inclusive development of communities, with particular emphasis on the needs of vulnerable and underprivileged sections of society.

The CSR Policy of the Company has been formulated in accordance with the provisions of Section 135 of the Companies Act, 2013 ("Act"), read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to the Act, and provides the framework for identification, implementation, monitoring and reporting of CSR activities undertaken by the Company.

The CSR Policy and Projects are hosted on Companys website and can be accessed at: https://www.chemtechvalves.com/investors/ under head CSR and the Annual Report on CSR activities is furnished as

Annexure-2 which forms part of this Annual Report.

The Company continues to endeavour towards undertaking CSR initiatives in a responsible, transparent and sustainable manner, aligned with the objectives prescribed under the applicable provisions of the Act.

23. Vigil mechanism / whistle-blower policy

The Company recognises that a robust and confidential mechanism for reporting concerns relating to unethical conduct is fundamental to fostering a culture of integrity, transparency and accountability. Accordingly, the Company has in place a Whistle Blower Policy incorporating a Vigil Mechanism, in accordance with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The mechanism provides a structured and confidential channel for the employees and Directors of the Company to report, in good faith, genuine concerns relating to unethical behaviour, actual or suspected fraud, misconduct or violations of the Companys Code of Conduct. The Company encourages individuals to raise concerns without fear of retaliation, victimisation or unfair treatment, thereby reinforcing the highest standards of ethical, moral and legal conduct across its operations.

The Whistle Blower Policy provides adequate safeguards against victimisation of persons who make disclosures in good faith and, in exceptional circumstances, enables direct access to the Chairperson of the Audit Committee. The Company does not impose any restriction on employees or Directors in approaching the Audit Committee for raising concerns under the Vigil Mechanism.

During the Financial Year under review, the Vigil Mechanism continued to serve as an important component of the

Companys governance framework, supporting a transparent, responsible and ethical business environment.

The whistle blower policy is placed on the website of the Company and can be accessed at https://www.chemtechvalves.com/wp-content/uploads/2025/02/Whistle-Blower.pdf.

24. Internal financial controls and internal audit

The Company has internal financial controls with reference to its financial statements. The statutory auditor expressed an unmodified opinion that, in all material respects, the internal financial controls over financial reporting were adequate and were operating effectively at March 31, 2026.

The Internal Audit("IA") is headed by Mr. Vikas More who reports directly to the Audit Committee of the Board. The primary responsibility of the IA is to effectively manage the Internal Audit and to ensure that it adds value to the entity and its strategic objectives by strengthening risk controls, enhancing operational efficiencies, and ensuring governance compliance. He ensures that internal audit coverage is commensurate with the nature of complexity of business operations on an ongoing basis. It encompasses coverage of business and support functions, technology and regulatory aspects.

The statutory auditors CARO report also records that the Company has an internal audit system commensurate with the size and nature of its business and that the internal audit reports were considered in planning the statutory audit served as Internal Auditor for FY 2025-26.

25. Risk management

Effective risk management is integral to the Companys operations, given the inherent risks associated with the nature and scale of its business. Recognising the importance of a robust risk management framework, the Company has established appropriate policies and processes aimed at strengthening the resilience and continuity of its business operations.

The Companys risk management framework is designed to systematically identify, assess, monitor and mitigate material risks arising from manufacturing and project execution, supply-chain disruptions and input-cost volatility, quality and safety, working capital and receivables, foreign exchange exposure, legal and regulatory developments, information technology and cyber security, and business continuity. The framework is supported by appropriate internal controls and periodic review mechanisms, with oversight exercised by the Board of Directors and the Audit Committee. Based on the Companys market capitalisation category and the applicable regulatory requirements, constitution of a separate Risk Management Committee was not mandatory during the Financial Year.

26. Auditors and audit reports

26.1 Statutory Auditors

In terms of provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s Raju & Prasad, Chartered Accountants (Firm Registration No. 003475S), were reappointed at the 26th Annual General Meeting held on August 16, 2022 to hold office until the conclusion of the 31st Annual General Meeting, subject to the applicable provisions of the Companies Act, 2013.

The Independent Auditors Report on the financial statements for FY 2025 26 contains an unmodified opinion. An unmodified opinion does not mean that the report contains no observations: the auditor included three Emphasis of Matter paragraphs and reported certain matters under CARO 2020.

The Audit Committee and the Board of Directors also took note of the eligibility certificate received from the firm that they are not disqualified and are eligible to hold the office as Auditors of the Company.

26.2 Emphasis of Matter and Boards response

Matter	Auditors emphasis
CKP Co-operative Bank balance	The auditor drew attention to the balance retained as an asset after RBI cancelled the banks licence. Rs. 5 lakh had been received/adjusted; the remaining recovery depends on availability of reserves and RBI confirmation.
DGGI / GST litigation	The auditor referred to CGST and MGST penalties aggregating approximately Rs. 7.899 crore, the Companys appeal filed on June 24, 2024, and Rs. 3.027 crore deposited under protest. The matter is disclosed as contingent liability in Note 24 of financials.
Warrant conversion	The auditor drew attention to conversion of 5,00,000 warrants into shares at Rs. 200 each and receipt of aggregate consideration of Rs. 10 crore, with shares allotted before year end.

26.3 Secretarial Auditor and Secretarial Audit Report

At the 29th Annual General Meeting held on September 30, 2025, the members appointed M/s Pimple & Associates, Practising Company Secretaries, a peer-reviewed firm (Firm Registration No. S2019MH664400), as Secretarial Auditor for a term of five consecutive financial years from FY 2025 26 to FY 2029 30.

The signed Secretarial Audit Report in Form MR-3 for FY 2025 26 is annexed as Annexure-3 to this Report and there has been no observations or qualifications or adverse remarks in their Report.

Furthermore, the Secretarial Auditor has issued an Annual Secretarial Compliance Report for the Financial Year 2025-2026 in compliance with Regulation 24A of SEBI (LODR) Regulation, 2015 which forms part of this report as Annexure-4 and is also submitted to the Stock Exchanges. There are no observations, or qualifications or adverse remarks in their Report.

26.4 Cost records

The statutory auditor reported that the cost records prescribed under Section 148(1) were, prima facie, made and maintained. Based on the nature of the products manufactured and the turnover of the Company during FY 2025-26, the provisions relating to cost audit are not applicable to the Company.

27. Reporting of frauds by auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported any instances of fraud under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors, involving officers or employees of the Company, which would require disclosure in the Boards Report.

28. Secretarial Standards

The annual secretarial compliance report records that the Company complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Company accordingly reports compliance with Secretarial Standard 1 on Meetings of the Board of Directors and Secretarial Standard 2 on General Meetings during FY 2025 26, in MR-3.

29. Particulars of employees and remuneration

In compliance with Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures regarding the remuneration of Directors and employees have been made. Additionally, as stipulated by Rule 5(2) of the aforementioned rules, the names and other details of the top ten employees in terms of remuneration have been included as Annexure-5 to this Report.

30. Conservation of energy, technology absorption and foreign exchange

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

A. Conservation of energy-

(i) The steps taken or impact on conservation of energy- N.A

(ii) The steps taken by the Company for utilizing alternate sources of energy: N.A (iii) The capital investment on energy conservation equipment: N.A B. Technology absorption- (i) The efforts made towards technology absorption: None

(ii) The benefits derived like product improvement, cost reduction, product development or import Substitution: None

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

(a) The details of technology imported: None (b) The year of import: N.A (c) Whether the technology been fully absorbed: N.A

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

(iv)The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo-

Foreign exchange	Earnings during FY 2025 26	NIL
Foreign exchange	Outgo during FY 2025 26	NIL

31. Insolvency and Bankruptcy Code proceedings

The Company has not filled any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year under review. Hence there are no proceedings pending with respect to the above. Therefore, it is not applicable to the Company.

32. One-time settlement with banks or financial institutions

During the Financial Year under review, the Company has not made any settlement with its Bankers or Financial Institutions from which it has availed any term loan.

33. Corporate actions and utilisation of issue proceeds

The Company completed the allotment of 5,00,000 equity shares on conversion of warrants on March 27, 2026. Thereafter initiated and completed the requisite corporate action and listing formalities in respect of the said shares. The difference between the issued and listed share capital appearing in the year-end shareholding pattern was attributable to the shares being in the process of listing as at the relevant reporting date.

The filed statement under Regulation 32 of SEBI LODR Regulations, 2015 reported no deviation or variation in use of proceeds. The statutory auditor also reported that the funds raised were used for the purposes for which they were raised.

The company also raised fund in 2024 through issue of warrants. Therefore, the Company had total issued fund as on March 31, 2026 was Rs.57,25,00,000 out of which total Rs.10,50,00,000 was utilized during the year.

The Company used funds for the purpose stated in the offer document and further there is no material deviation.

34. Corporate Governance Report

Corporate Governance remains a fundamental pillar of the Companys commitment to responsible, ethical and sustainable business practices, with a strong focus on transparency, accountability and long-term value creation for all stakeholders. The Company is committed to maintaining the highest standards of corporate governance and conducts its affairs in accordance with its core values of customer-centricity, transparency, fairness, accountability, integrity and equity.

The Companys Corporate Governance framework is designed to promote sound decision-making, effective oversight and responsible conduct across the organisation. It emphasises timely, transparent and accurate disclosure of material information to stakeholders, enabling them to make informed decisions and fostering trust and confidence in the

Companys operations.

The Company continues to review and strengthen its governance framework to ensure that its policies and practices remain aligned with evolving regulatory requirements and recognised standards of good corporate governance. The corporate governance is hereby annexed as "Annexure-6"

35. Management Discussion and Analysis

The Management Discussion and Analysis Report prepared in accordance with Regulation 34(2)(e) and Part B of Schedule V of the SEBI LODR Regulations forms part of the Annual Report. The same is disclosed as a part of Annual Report.

36. Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the top 1,000 listed companies based on market capitalization are required to include a Business Responsibility and Sustainability Report (BRSR) in their Annual Reports.

As the Company does not fall within the prescribed top 1,000 listed entities based on market capitalisation, the requirement to include a BRSR in the Annual Report is not applicable to the Company for the Financial Year under review.

37. Prevention of sexual harassment

Your Company is committed to fostering a safe, respectful, inclusive and equitable workplace where every individual is treated with dignity and is able to discharge their responsibilities free from fear, discrimination, bias or harassment, including sexual harassment. The Company places particular emphasis on ensuring a safe and supportive working environment for women and upholding their right to work with dignity, respect and equality. The Company firmly believes that sexual harassment is a serious form of misconduct that undermines the principles of equality, dignity and a safe working environment, and therefore remains committed to adopting a zero-tolerance approach towards any such conduct.

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 ("the POSH Act") and the rules made thereunder, the Company has formulated and implemented a Policy for prevention of sexual harassment against women and redressal of complaints thereto and has also constituted Internal

Complaints Committee ("ICC") under the POSH Act.

The policy and mechanism are applicable to all employees of the Company. The details of complaints received and disposed of during the Financial Year under review are disclosed in the Corporate Governance Report, forming part of this Annual Report.

38. Maternity Benefit Act compliance

The Company is committed to fostering a supportive, inclusive and equitable workplace that promotes the well-being and professional growth of its women employees. During the Financial Year under review, the Company complied with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder.

To support eligible women employees, the Company has in place a well-defined Leave Policy incorporating provisions relating to maternity leave and other associated benefits. Eligible employees are provided maternity benefits in accordance with the statutory requirements, including maternity leave with applicable wage benefits and continuity of service during the period of such leave.

The Company remains committed to upholding employee welfare and ensuring a safe, inclusive and enabling workplace for its women employees, while maintaining compliance with all applicable statutory requirements.

39. Significant and material orders passed by Regulators

During the Financial Year 2025 26, there were no significant and material orders passed by any Regulators, Courts or Tribunals which would impact the going concern status of the Company or have a bearing on its future operations.

Further, in connection with the DGGI/GST matter disclosed in the Financial Statements, the Commissioner (Appeals), CGST, vide order dated April 15, 2026, upheld the Order-in-Original passed by the Joint Commissioner, CGST, Thane and rejected the appeal preferred by the Company.

Aggrieved by the said order and not concurring with the findings of the Appellate Authority, the Company preferred a further appeal before the Goods and Services Tax Appellate Tribunal (GSTAT) on July 15, 2026. The matter is presently pending before the GSTAT and is awaiting hearing and adjudication. The Company continues to pursue the matter before the appropriate appellate forum and has taken necessary steps to safeguard its interests.

40. Human resources, Industrial Relations, Health and Safety

The Company remains committed to upholding high standards of environmental stewardship, social responsibility and workplace safety across its operations. As part of its responsible business approach, the Company continues to strengthen its investment decision-making processes and internal procedures to incorporate applicable environmental and social considerations, in line with the relevant Indian laws and regulations.

The Company places equal emphasis on providing a safe, healthy and inclusive working environment for its employees. It follows appropriate workplace health and safety practices and undertakes periodic reviews of its Environmental, Health and

Safety ("EHS") framework to identify emerging risks, strengthen preventive measures and ensure continued compliance with applicable requirements. Through these ongoing efforts, the Company endeavours to foster a culture of safety, sustainability, responsibility and continuous improvement across its operations.

41. Appreciation and Acknowledgement

Behind every milestone achieved is the collective endeavour, commitment and support of numerous stakeholders. As we reflect on the year gone by and the Companys journey over the years, the Board of Directors takes immense pride in acknowledging the collective efforts of all stakeholders who have contributed to the Companys continued progress, resilience and pursuit of excellence.

The Board extends its sincere appreciation for the continued guidance, cooperation and trust extended by various regulatory authorities, including the Ministry of Corporate Affairs, Securities and Exchange Board of India BSE Limited and other statutory and regulatory authorities. Their continued oversight and support have been integral to maintaining the Companys commitment to sound governance and responsible business practices.

The Board also places on record its gratitude to the Companys bankers, lenders, financial institutions, members, Central

Depository Services (India) Limited and, most importantly, its customers, for their continued confidence, cooperation and enduring association with the Company.

The Board further acknowledges and appreciates the unwavering commitment and contribution of the Companys executives, officers, employees and team, whose dedication, professionalism and collective efforts have been instrumental in driving the Companys performance and advancing its strategic objectives during the Financial Year 2025-26.

Finally, the Board expresses its heartfelt gratitude to all the shareholders for their continued confidence, trust and steadfast support. Their enduring faith in the Company remains a source of encouragement and reinforces the Boards commitment to creating sustainable, long-term value for all stakeholders.