Datiware Maritime Infra Ltd Directors Report

(Disclosure under Section 134(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014)

Dear Shareholders,

Your directors are presenting the 34th Annual Report of your Company and the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	40.12	39.00
Other Income	0.21	4.73
Total Income	40.33	43.73
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	20.95	28.46
Less: Depreciation/ Amortisation/ Impairment, Finance Costs	66.55	74.04
Profit /loss before Exceptional items and Tax Expense	(45.60)	(45.58)
Add/(less): Exceptional items	0.00	0.00
Profit /loss before Tax Expense	(45.60)	(45.58)
Less: Tax Expense (Current & Deferred)	0.00	0.00
Profit /loss for the year	(45.60)	(45.58)

Financial Performance

During the financial year under review, the Company recorded Revenue from Operations of Rs. 40.12 lakh as against Rs. 39.00 lakh in the previous financial year, registering a marginal increase. The Total Income for the year stood at Rs. 40.33 lakh, as compared to Rs. 43.73 lakh in the previous year, primarily due to a reduction in other income from Rs. 4.73 lakh to Rs. 0.21 lakh.

The Company earned a profit before depreciation/ amortization, finance costs, exceptional items and tax of Rs. 20.95 lakh during the year under review, as compared to Rs. 28.46 lakh in the previous year. However, after considering depreciation/ amortization and finance costs amounting to Rs. 66.55 lakh, the Company reported a loss before tax of Rs. 45.60 lakh, as against a loss before tax of Rs. 45.58 lakh in the previous year.

Consequently, the loss for the year stood at Rs. 45.60 lakh, as compared to a loss of Rs. 45.58 lakh in the previous financial year. The loss during the year was primarily attributable to the significant impact of depreciation/amortization and finance costs on the operating performance of the Company.

The management continues to focus on improving operational performance, strengthening revenue generation and optimizing costs with a view to improving the financial position and profitability of the Company in the coming years.

2. CONDOLENCE

The Board of Directors expresses its profound sorrow and deep sense of loss on the sad demise of Mr. Ashok Patil, Chairman of the Company on May 24, 2026. His untimely demise is an irreparable loss to the Company, its stakeholders and all those who had the privilege of working with him.

During his association with the Company, Mr. Ashok Patil made significant and valuable contributions towards the companys growth, development and overall progress. His experience, guidance, commitment and dedication were deeply valued by the Board and the management. He was known for his sincere approach, leadership qualities and steadfast commitment towards the interests of the Company.

The Board places on record its sincere appreciation for the valuable services and contributions rendered by Mr. Ashok Patil during his tenure with the Company. His guidance and association will be remembered with great respect and gratitude.

The Board of Directors, on behalf of the Company, conveys its heartfelt and deepest condolences to the members of the bereaved family and stands with them in this hour of profound grief. The Company will always cherish his memory and remember his valuable contribution and association.

The Board prays to the Almighty to grant eternal peace to the departed soul and give strength and courage to the bereaved family to bear this irreparable loss.

3. MAJOR EVENTS OCCURRED DURING THE YEAR OR BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There have been no material changes and commitments, which affect the financial position of the company which have occurred during the year and between the end of the financial year to which the financial statements relate and the date of this Report.

4. CAPITAL STRUCTURE

There have been no changes in the Capital structure of the Company which have occurred during the year and between the end of the financial year to which the financial statements relate and the date of this Report

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review company was not required to transfer any amount as well as any shares to the Investor Education and Protection Fund (IEPF)

6. DIVIDEND:

In view of the losses the Board of Directors do not recommend any dividend for the year.

7. RESERVES:

In view of the losses, your Board of Directors has decided not to transfer any amount to the Reserves for the year under review.

8. NATURE OF BUSINEES

During the year under review there has been no change in nature of business.

9. LOANS, GUARANTEE & INVESTMENTS:

The Company has not advanced any loans or provided guarantees or made investments during the year under review.

10. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. Details are as below

1	Deposits accepted during the year	NIL
2	Remained unpaid or unclaimed as at the end of the year	NIL
3	Default in repayment/interest at beginning of year,	NIL
4	Maximum default during year,	NIL
5	Default at year-end,	NIL
6	Number of default cases at beginning,	NIL
7	Maximum number during year,	NIL
8	Number at year-end, and	NIL
9	Deposits not complying with Chapter V	NIL

11. LISTING OF EQUITY SHARES

The Equity Shares of the company are presently listed on BSE Limited. Listing fee for the year 2025-26 has been paid.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been no change in Directors and Key Managerial Personnel during the financial year 2025-26. However, from closure of financial year on March 31, 2026 to the date of this report following changes has occurred.

Sr. No.	Name of Director	Designation	Nature of Change	Effective Date
1	Mr. Ashok Patil	Director	Cessation due to death	24-05-2026
2	Mr. Nachiket Ashok Patil	CFO	Cessation due to resignation	15-08-2026
3 4	Mr. Nachiket Ashok Patil Mrs. Sayali Nachiket Patil	Additional Director CFO	Appointment Appointment	15-08-2026 15-08-2026

13. RELATED PARTY TRANSACTIONS:

During the financial year under review, there were no contracts or arrangements entered into with related parties falling within the provisions of Section 188 of the Companies Act, 2013. Accordingly, Form AOC-2 is not applicable to the Company for the financial year 2025-26.

14. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of Independence and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further they also had confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed policy for selection and appointment of Directors, Senior Management and their remuneration in pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The remuneration given is as per the remuneration policy framed. The policy is uploaded on website of company at https://datiware.com//Uploads/2._Nomination_and_Remuneration_Policy_1777102478_5768.pdf

Criteria for Determining the Qualifications for appointment of Directors (including Independent Directors)

i. Persons of eminence, standing and knowledge with significant achievements in business, professions and/or public service; ii. Their technical, financial, HR, Legal, or business literacy/skills i.e. knowledge about Aquaculture and Shipyard business; iii. Their administrative experience; iv. Other appropriate qualification/experience to meet the objectives of the Company; v. As per the applicable provisions of Companies Act, 2013, Rules made thereunder and as per provisions of SEBI(LODR) Regulations.2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

a. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively and the willingness to address issues proactively; b. Actively update their knowledge and skills with the latest developments in the infrastructure industry, market conditions and applicable legal provisions; c. Willingness to devote sufficient time and attention to the Companys business and discharge their responsibilities. d. To assist in bringing independent judgment to bear on the Boards deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; e. Ability to develop a good working relationship with other Board members and contribute to the Boards working relationship with the senior management of the Company; f. To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees; g. Independent Directors to meet the requirements of the Companies Act, 2013 read with the Rules made there under and as per provisions of SEBI(LODR) Regulations 2015 as amended from time to time.

Independence Review Procedures

- Annual Review

The directors independence for the independent director will be determined by the Board on an annual basis upon the declaration made by such Director as per the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI(LODR) Regulations.2015

- Individual Directors Independence Determinations

If a director nominee is considered for appointment to the Board between Annual General Meetings, a determination of independence, upon the recommendation of the Committee, shall be made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for each director after consideration of all the relevant facts and circumstances and the standards set forth herein. The Board reserves the right to determine that any director is not independent even if he or she satisfies the criteria set forth by the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI(LODR) Regulations.2015

- Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of any change in circumstances that may put his or her independence at issue.

a. Criteria for appointment of KMP/Senior Management

i.To possess the required qualifications, experience, skills & expertise to effectively discharge their duties and responsibilities; ii.To practice and encourage professionalism and transparent working environment; iii.To build teams and carry the team members along for achieving the goals/objectives and corporate mission; iv.To adhere strictly to code of conduct

b. Term

The Term of the Directors including Managing / Whole time Director / Independent Director shall be governed as per the provisions of the Act and Rules made thereunder and the Listing Regulations, as amended from time to time. Whereas the term of the KMP (other than the Managing / Wholetime Director) and Senior Management shall be governed by the prevailing HR policies of the Company.

c. Evaluation

The Committee shall carry out evaluation of performance of every Director. The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment / re-appointment /continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process.

d. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder and /or for any disciplinary reasons and subject to such applicable Acts, Rules and Regulations and the Companys prevailing HR policies, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management.

e. Remuneration of Managing / Whole-time Director, KMP and Senior Management

The remuneration / compensation / commission, etc., as the case may be, to the Managing / Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required. Further, the Chairman & Managing Director of the Company is authorized to decide the remuneration of KMP (other than Managing / Wholetime Director) and Senior Management based on the standard market practice and prevailing HR policies of the Company.

f. Remuneration to Non-executive Directors (Including independent Director)

The remuneration / compensation / commission, etc., as the case may be, to the Directors will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval.

16. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements for the financial year 2025-26, the Company has followed the applicable Accounting Standards as prescribed under the Companies Act, 2013. There has been no deviation from the applicable Accounting Standards in the preparation of the financial statements.

17. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its own performance, also performance of the Directors individually as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boards functioning such as degree of fulfillment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination & Remuneration Committee also reviewed the performance of the Board, its committees and of individual Directors.

The Chairman of the Board provided feedback to the Directors, as appropriate. Significant highlights, learning with respect to the evaluation, were discussed at the Board Meeting.

Disclosures on Board Evaluation:

i. Observations of board evaluation carried out for the year:

While evaluating the performances of the Board, also performance of the Directors individually as well as the evaluation of the working of its Committees, the Nomination and Remuneration Committee is of the opinion that the Directors, Committees as well as the board themselves has been performing their duties well for the best in interest of the Company. There is no observation to be mentioned during the year.

ii. Previous years observations and actions taken: NIL iii. Proposed actions based on current year observations: NIL

18. A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS

IS AS UNDER

Name of the Director	Category	Skills, Expertise, Competence of the Director
		Technical	Financial	Administrative / HR	Legal	Aquaculture	Shipyard
Mr. Ashok Bhalchandra Patil	Chairman, Promoter, Non Executive Director
Mrs. Jayshree Ashok Patil	Promoter, Executive Director
Mrs. Aarati Sachin Khare	Non Executive Independent Director
Pradeep Vinayak Kadekar	Non Executive Independent Director

BOARD MEETINGS:

During the year under the review 5 meetings of the board were held on 27-05-2025, 12-08-2025, 25-08-2025, 14-11-2025 and 14-02-2026. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

The notice of Board meeting is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated clear 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. Details of Board Meetings attended by the Directors are as below

	Designation	Number of Meetings
Name of the Director		Held	Attended
Mr. Ashok Bhalchandra Patil	Chairman	5	5
Mrs. Jayshree Ashok Patil	Managing Director	5	5
Mr. Pradeep Vinayak Kadekar	Independent Director	5	5
Mrs. Aarati Sachin Khare	Independent Director	5	5

19. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an annual return has also been posted on the website of the company i.e. https://datiware.com//Uploads/Form_MGT_7_2024-25_1777286656_2477.pdf

20. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is attached to the Directors Report as Annexure I.

21. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the Listing regulations, the compliance with the corporate governance provisions does not apply to the Company.

22. AUDITORS:

a. STATUTORY AUDITORS:

Shareholders at its meeting held on 20-09-2024 approved the appointment of M/s. Palsule and Associates, Chartered Accountants, (Firm Registration No. 131397W) as Statutory Auditor of the company for a term of 5 (five) consecutive years from the conclusion of 32nd Annual General Meeting.

b. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 12-08-2025 appointed Shrenik Nagaonkar & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the period of 5 years i.e. from FY 2025-26 to 2029-30 subject to approval of shareholders in ensuing Annual General Meeting. The said appointment was approved by the shareholders in its meeting held on 26-09-2025. The Secretarial Audit report for the year 2025-26 forms part of the Directors Report as Annexure- II. There are no qualifications or adverse remarks in Secretarial Audit Report for the year 2025-26.

23. REPLY TO QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY

STATUTORY AUDITOR AND SECRETARIAL AUDITOR

a) Regarding the qualification relating to audit trail/edit log facility, the Company has used accounting software having a feature for recording audit trail/edit log. However, the said feature was inadvertently not enabled and operated throughout the financial year for all relevant transactions. The Management has taken note of the observation and is taking appropriate corrective measures to ensure compliance with the applicable requirements relating to audit trail in the accounting software. The impact of the qualification has not been quantified by the Auditor.

24. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies act 2013 read with Companies (Accounts) Rules, 2014, the board on recommendation of the Audit committee, appointed Shailesh Shringi and Company, Chartered Accountant as the Internal Auditor of the Company. The Management regularly reviews the findings of the Internal Auditor and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditor.

25. INTERNAL FINANCIAL CONTROL

The Board of Directors has laid down Internal Financial Controls within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively.

26. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The Company is not required to spend any amount for CSR activities at present.

27. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors, further state that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. Conservation of energy:
(i) the steps taken or impact on conservation of energy; the steps taken by the Company for utilizing alternate sources of	N. A
(ii) energy;	N. A
(iii) the capital investment on energy conservation equipment;	N. A

 

B. Technology absorption:
(i) the efforts made towards technology absorption	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
(a) the details of technology imported	NA
(b) the year of import	NA
(c) whether the technology been fully absorbed	NA
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof and	NA

(iv) the expenditure incurred on Research and Development.

C. Foreign exchange earnings and Outgo:

Particulars	Current Year		Previous Year
	In	In USD	In	In USD
Foreign Exchange Earnings	Nil	Nil	Nil	Nil
Foreign Exchange Outgo	Nil	Nil	Nil	Nil

29. AUDIT COMMITTEE:

As on March 31, 2026 the Audit committee comprises Mrs. Aarati Sachin Khare, Independent Director, Mr. Pradeep Kadekar (Independent Director) and Mrs. Jayashree Ashok Patil (Managing Director). Mr. Piyus Kale Company Secretary was secretary to committee. All members of the Audit Committee possess accounting and financial management knowledge.

The committee has been carrying out its responsibility in accordance with the provisions of the Act. The committee had met 4 (Four) times on 27-05-2025, 12-08-2025, 14-11-2025 and 14-02-2026 during the year.

Board has accepted all the recommendations of Audit Committee. Details of attendance of committee meetings are as below.

	Designation	Number of Meetings
Name of the Director		Held	Attended
Mrs. Aarati Sachin Khare	Chairman	4	4
Mr. Pradeep Kadekar	Member	4	4
Mrs. Jayshree Ashok Patil	Member	4	4

30. NOMINATION AND REMUNERATION COMMITTEE:

As on March 31, 2026 the Nomination and Remuneration committee comprises Mrs. Aarati Sachin Khare, Independent Director, Mr. Pradeep Kadekar (Independent Director) and Mr. Ashok Patil (Director). Mr. Piyush Kale Company Secretary and Compliance Officer is secretary to committee

The Committee functions in accordance with the terms and reference of the policy. The committee had met 1(One) time on 14-11-2025 during the year.

Details of attendance of committee meetings are as below.

	Designation	Number of Meetings
Name of the Director		Held	Attended
Mrs. Aarati Sachin Khare	Chairman	1	1
Mr. Pradeep Kadekar	Member	1	1
Mr. Ashok Patil	Member	1	1

31. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As on March 31, 2026 the Stakeholders Relationship committee comprises Mr. Pradeep Kadekar (Independent Director), Mrs. Aarati Sachin Khare, Independent Director, Mrs. Jayashree Patil (Managing Director) and Mr. Ashok Patil (Director). Mr. Piyush Kale Company Secretary and Compliance Officer is secretary to committee

This Committee has been formed to comply with the norms of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The Committee has been carrying out its functions very smoothly and to enable the same had met 2 times on 27-05-2025 and 14-02-2026 during the year.

Details of attendance of committee meetings are as below.

	Designation	Number of Meetings
Name of the Director		Held	Attended
Mr. Pradeep Kadekar	Chairman	2	2
Mr. Ashok Patil	Member	2	2
Mrs. Jayashree Patil	Member	2	2
Mrs. Aarati Sachin Khare	Member	2	2

32. Meeting of Independent Directors

Pursuant to Code for Independent Directors in Schedule IV of Companies Act 2013 Meeting of Independent Directors were held on 26-09-2025

33. VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct; providing adequate safeguards against victimization; providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases., to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the website of the company i.e. https://datiware.com//Uploads/3._Vigil_Mechanism___Whistler_Blower_Policy_1777102582_9835.pdf

During the year under review no fraud is reported by Statutory Auditors of the company. Further no fraud has been reported by the auditors under Section 143(12), other than those reportable to the Central Government

34. PERFORMANCE OF EMPLOYEES:

1) The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name of Director /KMP	Designation	Remuneration of Directors / KMP for the year ended 31st March 2026 (Rs in lakhs)	Ratio to median Remuneration	% Increase in remuneration for the year ended 31st March 2026
Ashok Patil	Director	NIL	NA	NA
Jayshree Patil	Managing Director	NIL	NA	NIL
Nachiket Patil	Chief Financial Officer	NIL	NA	NA
Pradeep Kadekar	Independent director	NIL	NA	NA
Aarati Sachin Khare	Independent director	NIL	NA	NA
Piyush Kale	Company Secretary	1.68	1.17	NIL

NOTE:

1. a. No remuneration is paid to any directors except sitting fees paid to Independent Directors which are not considered in Managerial Remuneration. b. Mr. Piyush Kale was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 22-06-2024. There has been no increase in his remuneration hence percentage increase in remuneration is not applicable.

2. The percentage increase in the median remuneration of employees in the financial year 2025-2026: NIL

3. The number of permanent employees on the rolls of company: 4

4. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There has been no increase in Managerial remuneration. Further there is no increase in remuneration of other employees hence there are no exceptional circumstances for increase in the managerial remuneration.

5. The key parameters for any variable component of remuneration availed by the directors: No remuneration has been paid to Directors on the basis of variable component.

6. We hereby affirm that the remuneration is as per policy recommended by Nomination and Remuneration committee and adopted by the Company.

2) Details of the top ten employees of the Company in terms of remuneration drawn as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014:

Sr . N o.	Name of employe e	Designat ion	Remunera tion (P.A.)	Nature of Employm ent (contract ual or otherwis e)	Qualificat ion	Experie nce (in years)	Date for commence ment	Ag e	Last Employm ent	% of Equity Shares held in the Compa ny
1	Piyush kale	Company Secretary	1.68	Permanen t	CS, B.com	5	22/06/2026	26	NA	0
2	Nachiket Patil	Chief Financial Officer	NIL	Permanen t	MBA	15	07/12/2017	38	NA	0.10%
4	Chandrak ant Bhoir	Watchma n	1.20	Permanen t	SSC	4	01/04/2018	56	NA	0

Note:

1. There are only 4 employees including Managing Director.

2. Mr. Nachiket Patil the CFO of the Company is the son of Mr Ashok Patil, Director and Mrs. Jayashree Patil, MD of the Company.

3. During the financial year under review, the Company had no employees falling within the categories prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the disclosures prescribed under the said Rules are Not Applicable

35. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

36. COST AUDIT:

As per Section 148 of the Act, the Company is not required to maintain and have the audit of its cost records conducted by a Cost Accountant in practice

37. RISK MANAGEMENT:

The Company has constituted a Risk Management Committee to oversee the risk management framework of the Company. The Committee reviews the risk management policy, identifies and assesses key business and operational risks, and monitors appropriate measures for their mitigation. The Audit Committee provides oversight in respect of financial risks and internal financial controls.

During the year under review, the Company carried out an assessment of its key risks and mitigation measures. The significant risks and their mitigation are discussed in the Management Discussion and Analysis Report forming part of this Annual Report.

The Risk Management Policy of the Company is available on the website of the Company.

38. FAMILIARIZATION PROGRAMME:

Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, the Company has formulated a programme for familiarizing the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. Details of the Familiarization Programme of the Independent Directors are available on the website of the Company.

39. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder which is available on the website of the Company. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2025-26.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: NIL (b) Number of complaints received during the year: NIL (c) Number of complaints disposed off during the year: NIL (d) Number of cases pending at the end of the year.: NIL

Compliance with the provisions of Maternity Benefit Act, 1961:

The Company has devised proper systems to ensure compliance with the provisions of the Maternity Benefit Act, 1961. Your directors confirm that the Company has complied with the said provisions during the financial year under review, wherever required

Number of employees as on the closure of financial year ended 31st March, 2026:

Female: 1 Male: 3 Transgender: 0

40. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial standards. The same has also been confirmed by Secretarial Auditors of the Company.

41. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any equity shares lying in the demat suspense account/unclaimed suspense account of the Company as on 31 March 2026. Hence disclosures required under Part F of Schedule V of the Listing Regulations is not applicable

42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND

TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

During the financial year under review, there was no application made and no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, the disclosure required under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014 is not applicable.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOANS

During the financial year under review, the Company has not entered into any one-time settlement with any Bank or Financial Institution. Accordingly, the disclosure regarding difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loans from Banks or Financial Institutions, along with reasons thereof, as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, is not applicable.

45. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

	On behalf of the Board of Directors
	Jayashree Patil	Nachiket Patil
Place: Pune	Managing Director	Director
Date: 29.08.2026	(DIN 02419826)	(DIN 02417598)