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Deem Roll-Tech Ltd Directors Report

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Oct 9, 2026|03:31:50 PM

Deem Roll-Tech Ltd Share Price directors Report

The Members,

Deem Roll-Tech Limited

Your Directors have pleasure in presenting the 23 rd Annual Report of the business and operations of your company Deem Roll-Tech Limited accompanied with the audited financial statements for the financial year 2025-26 ended 31st March, 2026. Financial Highlights

Your companys financial performance for the financial year 2025-26 ended 31st March, 2026 is summarized below. i i Amount [Rs. in Lakhsl

Particulars Financial Year 2025-26 Financial Year 2024-25
Revenue from Operations 9088.44 9290.81
Other Income 188.55 183.29
Total Revenue 9276.99 9474.09
Less Expenses [excluding Interest, Depreciation and Tax] 8391.20 8760.73
Profit Before Interest, Depreciation and Tax 885.79 713.36
Less: Interest 352.82 289.44
Profit before Depreciation and Tax 532.97 423.92
Less: Depreciation 254.60 204.11
Profit before Tax 278.37 219.81
Less: Exceptional Items - -
Less: Provision for Tax/MAT Tax 46.47 36.69
Add: MAT Credit Entitlement 42.55 2.95
Less: Deferred Tax Liability 57.94 -103.87
Profit After Tax 216.51 289.94
Add: Balance of Profit Brought Forward 3728.01 3555.87
Add: MAT Credit not recognised earlier in books adjusted in opening reserves & surplus 00.0 0.00
Balance available for appropriation 3944.52 3845.81
Less: Current Tax Expenses relating to prior years 0.56 117.81
Less: Transfer to General Reserves 0.00 0.00
Surplus carried to Balance Sheet 3943.95 3728.00

Performance Review

Your company has 3 Units -2 in Gujarat at Chhatral and Dhanali and 1 in West Bengal at Hooghly- with total production capacity of 6600 MT finished rolls per year. It is stated that on completion of the expansion project at Dhanali and stating of the commercial production of flat product rolls from 2 nd January,2026, the total production capacity is increased to 11700 MT casting rolls per year.

During the year under review, the production of 5478.50 MT finished rolls has been achieved as compared to the production of 5593.07MT finished rolls achieved in the previous year.

During the year under review total revenue of Rs. 9276.99 lakhs have been achieved as compared to total revenue of Rs. 9474.09 lakhs achieved in the previous year. During the year under review net profit after tax of Rs.216.51 lakhs have been achieved as compared to net profit after tax of Rs. 289.94 lakhs achieved in the previous year. During the year under review the exports turnover of Rs.1343.76 lakhs have been achieved, as compared to the export turnover of Rs.2402.53 lakhs, achieved during the previous year.

During the year under review, the domestic competition compelling lowering of the prices of our rolls and the delay in completion of the expansion project at Dhanali have impacted the performance. It is further stated that during the year under review the exports have declined largely due to regional disruptions i.e. in USA high tariff rates, in Bangladesh protests and reciprocal trade restrictions, in Nepal disrupted trade routes and in Russia increase of domestic production and increased imports from China.

It is stated that during the current year, various actions and measures have been taken for improving the performance. Also, during the year under review, the company has received orders from renowned steel manufacturers like Bokaro Steel Plant, Mukand Sumi and Nucor Yamato.

Dividend

Owing to the growing business needs and the necessity to plough back the profits in the business, your Directors do not recommend dividend for the year under report.

Transfer of unclaimed dividend to Investor Education Fund

During the year under review, pursuant to the provisions of Section 124 and Section 125 [2] of the Companies Act, 2013, no amount is required to be transferred to the Investor Education and Protection Fund, as of the company has not declared dividend any time in the earlier financial years.

Transfer to Reserves

Your Directors have decided to retain the entire amount of net profits for the year under review, in the Profit and Loss Account.

Changes in the nature of business

During the year under review and upto the date of this report, there is no change in the business of the company and it continues to carry on the business of manufacturing of steel and alloy rolls.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and upto the date of this report.

Share Capital Authorized Share Capital

It is reported that during the year under review and on the date of this report, the authorized share capital of the company is Rs.9,00,00,000/-divided into 90,00,000 equity shares of Rs.10/- each.

Paid up Share Capital

It is reported that during the year under review and on the date of this report, the paid-up share capital of the company is Rs. 8,33,72,720/- divided into divided into 83,37,272 equity shares of Rs.10/- each.

Listing on National Stock Exchange of India Limited - EMERGE Platform

It is reported that total 83,37,273 equity shares of the company are listed on the National Stock Exchange of India Limited EMERGE Platform-NSE EMERGE- and are traded. The Stock Code is: DEEM and the ISIN is INE586O01011. The listing fees of National Stock Exchange of India Limited for the financial year 2026-27 are paid.

Auditors and their Reports Statutory Auditors

The Statutory Auditors Report for the year under review i.e. financial year 2025-26, does not contain any qualifications, reservations or adverse remarks. Further, in terms of Section 143 of the Companies Act,2013 read with Companies [Audit & Auditors] Rules, 2014, as amended, no fraud has been reported by the Statutory Auditors of the Company, where they have reasons to believe that an offence involving fraud is being or has been committed against the company by its officers or employees.

Cost Audit

During the year under review, as required under the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 [the Act] read with the Companies [Audit and Auditors] Rules, 2014 [the Rules], the Board had appointed M/s M I Prajapati & Associates, Cost Accountants [Membership No.32354 and Firm Registration No.101450] as the Cost Auditor for conducting the cost audit of the records of the company for the financial year 2025-26 ending 31 st March, 2026. The members had at the twenty-second annual general meeting held on 26 th September,2025, ratified the remuneration of the Cost Auditor fixed by the Board.

During the current year, as required under the provisions of Section 148 and other applicable provisions of the Act and the Rules, the Board have appointed M I Prajapati & Associates LLP, Cost Accountants, as the Cost Auditor for conducting the cost audit of the records of the company for the financial year 2026-27 ending 31 st March, 2027. It is reported that the proposal for ratification by the members by ordinary resolution for the remuneration of M/s M I Prajapati & Associates LLP, Cost Accountants fixed by the Board, is included as special business in the notice dated 21 st August, 2026 convening the twenty-third annual general meeting on 26 th September,2026.

Internal Audit

During the year under review the quarterly internal audit reports given by SNDK & Associates LLP, Chartered Accountants Internal Auditors, were considered and reviewed by the Audit Committee.

Secretarial Auditors

The Secretarial Audit Report given by of M/s Dhyanam Vyas & Associates, Practicing Company Secretaries is attached herewith as Annexure-1 . It is informed that the report does not contain any qualification, reservation or adverse remarks or disclaimer, that may call for any explanation under Section 134 of the Act from the Board.

Board of Directors and Committees and Key Managerial Personnel and Senior Management Personnel Board of Directors

It is reported that during the year under review, Mr. Ranjit Anilkumar Dey [DIN: 06462998] , Non-Executive Director had resigned w.e.f. 23 rd June,2025.

It is reported that during the year under review, the members had at the twenty-second annual general meeting held on 26 th September,2025, as recommended by the Board of Directors based on the recommendations of Nomination and Remuneration Committee, appointed of Mr. Rabindra Kishan De [DIN:10985018] as the Non-Executive Director retiring by rotation.

Independent Directors

It is reported that both Mrs. Geeta Chowdhury, Independent Director and Mr. Nihar Kanti Bandyopadhyay, Independent Directors [the Independent Directors] have given declaration that [a] they meet the criteria of independence as laid down under Section 149[6] of the Companies Act, 2013 [the Act] and Regulation 25[8] read with Regulation 16[1] [b] of the SEBI [Listing Obligations and Disclosures Requirements] Regulations , 2015, as amended and [b] they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. It is also reported that in the opinion of the Board the Independent Directors are independent of the management and there has been no change in the circumstances affecting their status as Independent Directors of the company.

Disclosures by Directors

It is reported that during the year under review, the Directors have submitted notices of interest under Section 184 [1] of the Companies Act,2013 [the Act] and intimation under Section 164 [2] of the Act. It is further reported that, none of the Directors of the company is serving as a Whole-Time Director in any other listed company and the number of their directorships is within the limits laid down under Section 165 of the Act.

Director retiring by rotation

At the ensuing twenty-third annual general meeting, pursuant to the provisions of Section 152 [6] of the Companies Act, 2013 and the applicable provisions of the Articles of Association of the company, Mr. Rabindra Kishan De Non-Executive Director [DIN:10985018] retires by rotation and being eligible has offered himself for reappointment. The proposal for consideration by the members for reappointment of Mr. Rabindra Kishan De [DIN:10985018] as Non-Executive Director retiring by rotation is included as ordinary business in the notice dated 21 st August, 2026 convening the twenty-third annual general meeting on 26 th September,2026.

Appointments and changes in the Key Managerial Personnel

It is reported that during the year under review, no appointments were made and there were no changes in the Key Managerial Personnel.

It is further reported that during the current year, Ms. Urvi Mali, Company Secretary and Compliance Officer had resigned and was relieved from the services of the company w.e.f. 6 th June, 2026 and in her place Ms. Diyanshi Baghel [Membership No.A80743] was appointed as the Company Secretary and Compliance Officer who has joined the services of the company from 1 st August, 2026.

Meetings of the Board of Directors

During the year under review, 5 meetings of the Board of Directors were held on 29 th May, 2025, 25 th August,2025, 12 th November,2025, 15 th January,2026 and 30 th March,2026 and the intervening gap between the meetings was within the period prescribed under Section 173 of the Companies Act, 2013.

The details of attendance of the Directors at the meetings are as under.

Sr. No. Names and Designations Meetings held during tenure Meetings Attended
1 Mr. Jaydev Ramesh Betai, Non-Executive Director, Chairman 5 5
2 Mr. Nihar Kanti Bandyopadhyay, Independent Director 5 4
3 Mrs. Geeta Chowdhury, Independent Director 5 4
4 Mr. Rabindra Kishan De [from 25 th August,2025] 4 2
5 Mr. Ranjit Anilkumar Dey [upto 23 rd June,2025] 1 Nil
5 Mr. Jyoti Prasad Bhattacharya, Managing Director & CEO 5 5
6 Mr. Dev Jyotiprasad Bhattacharya, Whole-Time Director 5 5

During the year under review, one meeting of the Independent Directors was held on 30 th March, 2026, which was attended by both Independent Directors.

Committees of the Board of Directors Audit Committee

The constitution of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act,2013 read with Rule 6 of the Companies [Meetings of the Board and its Powers] Rules, 2014 and Regulation 18 of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 and other applicable guidelines. The Members of the Audit Committee are possessing financial / accounting expertise / exposure. The Company Secretary and Compliance Officer is to act as the Secretary of the Audit Committee.

During the year under review, 4 meetings of the Audit Committee were held on 29 th May, 2025, 25 th August,2025, 12 th November,2025, 20 th January,2026 and 30 th March,2026.

The composition of the Audit Committee and the details of the meetings held and attended by the Members are as under.

Name and Designation Status in Committee Meetings held Meetings attended
Mr. Nihar Kanti Bandyopadhyay, Independent Director Chairman 5 5
Mrs. Geeta Chowdhury, Independent Director Member 5 4
Mr. Jaydev Ramesh Betai, Non-Executive Director Member 5 5

Nomination and Remuneration Committee

The constitution of the Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies [Meetings of the Board and its Powers] Rules, 2014 and Regulation 19 of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 and other applicable guidelines. The Company Secretary and Compliance Officer is to act as the Secretary of the Nomination and Remuneration Committee. During the year under review, 2 meetings of the Nomination & Remuneration Committee were held on 25 th August,2026 and 30 th March,2026.

The composition of the Nomination and Remuneration Committee and the details of the meetings held and attended by the Members are as under.

Name and Designation Status in Committee Meetings held Meetings attended
Mrs. Geeta Chowdhury, Independent Director Chairman 2 2
Mr. Nihar Kanti Bandyopadhyay, Independent Director Member 2 2
Mr. Jaydev Ramesh Betai, Non-Executive Director Member 2 2

Stakeholders Relations Committee

The constitution of the Stakeholders Relationship Committee, is as per the provisions of the Section 178 [5] of the Companies Act, 2013 and Regulation 20 the SEBI [Listing Obligations and Disclosures Requirements] Regulations,2015 and other applicable guidelines. The Company Secretary and Compliance Officer is to act as the Secretary of the Stakeholders Relations Committee. During the year under review, 1 meeting of the Stakeholders Relations Committee was held on 30 th March, 2026.

The composition of the Stakeholders Relations Committee and the details of the meetings held and attended by the Members are as under.

Name and Designation Status in Committee Meetings held Meetings attended
Mr. Nihar Kanti Bandyopadhyay, Independent Director Chairman 1 1
Mr. Ranjit Anilkumar Dey, Non-Executive Director [upto 23 rd June,2025] Member Nil Nil
Mr. Rabindra Kishan De, Non-Executive Director [from 25 th August,2025] Member 1 1
Mr. Dev Bhattacharya, Whole Time Director Member 1 1

CSR Committee

The constitution of the CSR Committee is as per the provisions of the Section 135 of the Companies Act, 2013 and the Companies [Corporate Social Responsibility Policy] Rules,2014. During the year under review, 1 meeting of the CSR Committee were held on 30 th March,2026.

The composition of the CSR Committee and the details of the meetings attended by the Members are as under.

Name and Designation Status in Committe e Meetings held Meetings attended
Mr. Nihar Kanti Bandyopadhyay, Independent Director Chairman 1 1
Mr. Ranjit Anilkumar Dey, Non-Executive Director [upto 23 rd June,2025] Member Nil Nil
Mr. Rabindra Kishan De, Non-Executive Director [from 25 th August,2025] Member 1 1
Mr. Jyoti Prasad Bhattacharya, Managing Director & CEO Member 1 1

Management Committee

During the year under review, no meeting of the Management Committee was held. The composition of the Management Committee is as under.

Name Status in the Committee Meetings held Meetings attended
Mr. Jyoti Prasad Bhattacharya Managing Director and CEO Chairman 0 0
Mr. Ranjit Anilkumar Dey [upto 23 rd June,2025] Member 0 0
Mr. Rabindra Kishan De, Non-Executive Director [from 25 th August, 2025] Member 0 0
Mr. Dev Bhattacharya Whole- Time Director Member 0 0

General Meetings

It is reported that during the year under review, twenty -second annual general meeting of the members was held on 26 th September, 2025.

Performance Evaluation

Pursuant to the provisions of Section 134 [3] [p] and other applicable provisions of the of the Companies Act, 2013 and applicable provisions of the SEBI [Listing Obligations and Disclosures Requirements] 2015, , the Board has carried the evaluation of its own performance, Board Committees, performance of the Chairman and the Individual Directors on the basis of various criteria provided in the Performance Evaluation Policy as adopted by the Board, which is placed on the website of the company at

Nomination and Remuneration Policy

As required under the provisions of Section 178 [3][e] of the Companies Act,2013 and the Rules made thereunder, the Nomination and Remuneration Policy is adopted by the Board and is posted on the website of the company at .

Code of Conduct

The Board has laid down Code of Conduct for the Directors and the Senior Management Personnel [the SMPs] of the company. It is reported that all the Directors and the SMPs have affirmed their compliance with the Code of Conduct. The Code of Conduct is posted on the website of the company at .

Prevention of Insider Trading

The Board has adopted the Code Conduct for Prohibition of Insider Trading [the Code] with a view to regulate trading in the equity shares of the company by the Directors and designated employees of the company. The Code requires preclearance for dealing in the companys equity shares and prohibits the purchase or sale of the companys equity shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. All the Directors and the designated employees have confirmed compliance with the Code. The Code has been posted on the website of the company at Vigil Mechanism and Whistle Blower Policy

The company has Vigil Mechanism Whistle Blower Policy in line with the provisions of the Section 177 [9] of the Companies Act, 2013. This policy establishes a vigil mechanism for the Directors and employees to report their genuine concerns for actual or suspected fraud or violation of the companys code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy is posted on the website of the company at

Codes and Policies in adherence to the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 The Board has formulated various codes and policies mandated under various provisions of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015, as amended, which are available on the companys website at CSR Initiatives

The CSR Policy approved by the Board is placed at Annexure-2 to this Report. The Annual Report on the CSR Activities as prescribed under Section 135 of the Act and the Companies [Corporate Social Responsibility] Rules, 2014 in Form CSR 2 is placed at Annexure-3 to this Report.

The CSR Policy and the details of CSR projects/activities approved by the CSR Committee and undertaken during the year under review are disclosed on the website of the company- .

Particulars of loans, guarantees or investments

The details of loans, guarantees or investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the audited financial statements for the year under review.

Related Party Arrangements /Transactions

It is reported that during the year under review, as per the provisions of Section 188 of the Companies Act,2013 [the Act] and Rule 15 of the Companies [Meetings of Board and its Powers] Rules, 2014, the applicable provisions, if any of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015,as amended and the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions, the Board had, considering the recommendations of the Audit Committee, after detailed considerations approved the proposals of the related party transactions which were placed before their meetings. As required under the provisions of Section 134 [3] [h] of the Act read with Rule 8 [2] of the Companies [Accounts] Rules, 2014, the information regarding the transactions with the related parties are given in Form No. AOC-2 in Annexure- 4 to this Report.

It is stated that the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as approved by the Board has been uploaded on the companys website .

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review, as required under Section 134 [3][m] of the Companies Act,2013 read with Rule 8[3] of Companies [Accounts] Rules, 2014 are given in Annexure-5 to this Report.

Risk Management

Your company has put in place a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them.

The Risk Management Policy approved by the Board, is placed on the website of the company . Insurance of Assets

It is reported that all the immovable and movable assets of the company are adequately insured.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 [3] [c] read with Section 134 [5] of the Companies Act, 2013 [the Act] your Directors confirm that:

[a] in preparation of the annual financial statements for the financial year 2025-26 ended 31 st March, 2026, the applicable accounting standards had been followed along with proper explanations relating to material departures

[b] the Directors had selected such accounting policies and applied them constantly 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 2025-26 ended 31 st March, 2026 and of the profit of the company for that period

[c] the Directors had 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 as also for preventing and detecting frauds and other irregularities

[d] the Directors had prepared financial statements for the financial year 2025-26 ended 31 st March, 2026 on a going concern basis

[e] the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

Internal Controls

Your company has adequate and efficient internal control systems, commensurate with the type and size of its operations are further supplemented by internal audits regularly carried out by the internal auditors and review of their reports by the audit committee as also review by the management from time to time. Your company has put in place proper internal control systems which provide protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal financial controls with reference to financial statements as designed and implemented by the company which are adequate and commensurate with size, scale and complexities of its operations. During the year under review, no material or serious observation has been received from the internal auditors of the company for inefficiency or inadequacy of such controls.

Corporate Governance Report

It is reported that pursuant to Regulation 15 [2] of SEBI [Listing Obligation and Disclosures Requirements] Regulation, 2015, as amended, the provisions of corporate governance report are not applicable to the company as it is listed to on the SME Emerge Platform of the National Stock Exchange of India Limited. Hence, corporate governance report is not required to be prepared by the company.

Annual Returns

Pursuant to the provisions of Section 92 [3] and Section 134 [3] [a] of the Companies Act 2013, as amended, the annual returns filed by the company are available on the website of the company at .

Management and Discussion Analysis Report

In compliance with the provisions of the Regulation 34 [2] and Schedule V of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 as amended, the Management Discussion and Analysis Report is annexed herewith as Annexure-6.

Segment-wise Reporting

The company is operating into single reportable segment only.

Disclosures of Accounting Treatment

The financial results for the year under review i.e. the financial year 2025-26, have been prepared in accordance with the Companies [Indian Accounting Standards] Rules, 2015 [Ind AS] prescribed under Section 133 of the Companies Act,2013 read with the rules as applicable and other recognized accounting policies and practices to the extent applicable. Subsidiaries, Joint Ventures and Associate Companies

During the year under review the company does not have any subsidiary, joint venture or associate company. Therefore, company is not required to prepare the consolidated financial statements as required under the provisions of Section 129

[3] of the Companies Act, 2013 and the Rules made thereunder.

Fixed Deposits

It is reported that during the year under review or during the earlier years under and up to the date of this report, the company has neither invited nor accepted deposits from the public or the members within the preview of Section 73 of the Companies Act, 2013 [the Act] read with the Companies [Acceptance of Deposits] Rules, 2014, [the Rules] and therefore, details mentioned in Rule 8 [5] [v] and [vi] of the Companies [Accounts] Rules , 2014 are not required to be given.

It is reported that during the financial year 2015-16, as stipulated by the consortium of banks for sanction of financial assistance and during the financial year 205-26 as stipulated by State Bank of India for sanction of financial assistance, the company had received total unsecured loans of Rs. 3.74 crores from the Managing Director & CEO who is also Promoter of the company and his Wife, without specific condition of repayment and is outstanding on 31 st March,2026. The unsecured loans received are covered under Rule 2[1] [c] [xiii] of the Rules and therefore are not deposits within the perview of Section 73 of the Act.

Secretarial Standards of the Institute of Company Secretaries of India

It is reported that during the year under review, the applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been complied.

Website

As per Regulation 46 of SEBI [Listing Obligations and Disclosures Requirements] Regulations 2015, as amended, the company has maintained a functional website - and all the information, details, documents and codes and policies as mandated are placed on the website.

Significant/material orders passed by the Regulators/ Courts/ Tribunals

It is reported that during the year under review and upto the date of this report, no significant/material orders have been passed by the Regulators/ Courts/ Tribunals which impact the going concern status of the company or companys operations in future.

Disclosures as required under various provisions of the Companies Act, 2013 and the Rules made thereunder

The following Disclosures are made as required under various provisions of the Companies Act, 2013 [the Act] and the Rules

made thereunder.

[1] During the year under review, the company has availed financial assistance from State Bank of India and as per the terms of the sanction charge on the companys assets has been created.

[2] During the year under review, there have been no proceedings initiated against the company under Prohibition of Benami Property Transactions Act, 1988, as amended [formerly the Benami Transactions [Prohibition] Act, 1988] and the rules made thereunder.

[3] During the year under review, the company does not have any transactions with the companies struck off under Section 248 of the Act or Section 560 of the Companies Act, 1956.

[4] The company has filed its annual return and audited financial statements in Form MGT 7 and Form AOC 4 XBRL respectively with the Registrar of Companies, Gujarat.

[5] There have been no instances of any revision in the Boards Report or the financial statement, hence Disclosures under Section 131 [1] of the Act is not required to be made.

[6] The Company has not issued any shares to any employee, under any specific scheme, and hence, Disclosures under Section 67 [3] Act are not required to be made.

[7] The Company has not paid any commission to any of its Directors and hence, provision of Disclosures of commission paid to any Director as mentioned in Section 197 [14] of the Act is not applicable.

[8] The Company has not issued [a] any share with differential voting rights [b] sweat equity shares [c] shares under any employee stock option scheme and hence no Disclosures are required to be made as per the Companies [Share Capital and Debentures] Rules, 2014.

[9] No application made and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016, during the year under review and upto the date of this report.

[10] There are no instances of any One-Time Settlement with any Bank, and therefore, details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions, are not required to be given.

[11] The company has not purchased its own shares nor has given loans to any entity or individuals or employees for purchase of companys shares

[12] In the paid-up share capital of the company, no shares have been held in trust for the benefits of employees, where the voting rights are not exercised directly by the employee and

[13] The company has not issued any type of preference shares, debentures, bonds or warrants.

Postal Ballot

During the year under review, no postal ballot was conducted by the company.

Registrar and Transfer Agent

Bigshare Services Private Limited [SEBI Registration No. INR000001385], having their Office S/6-2, 6th Floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri [East] Mumbai - 400093, are the Registrar and Share Transfer Agents of the company.

Disclosures under Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013 The company has zero tolerance towards sexual harassment at the work place and has adopted the Policy on Prevention of Sexual Harassment at Work Place, in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013 and the Rules made thereunder, which is placed on the website of the company

It is reported that at the beginning of the year under review, no complaint of sexual harassment was pending and no such complaint was received during the year.

Certificate under Regulation 17[8] of SEBI [Listing Regulations and Disclosures Requirements] Regulations, 2015

The Certificate under Regulation 17 [8] of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015

is placed at Annexure-7 to this report.

Disclosures relating to remuneration of Directors, Key Managerial Personnel and particulars of employees The information required under Section 197 [12] of the Companies Act, 2013 read with Rule 5[1] Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 in respect of Directors, Key Managerial Personnel and employees are given in Annexure 8 annexed herewith.

Human Resources and Industrial Relations

The company has well trained workforce for various areas of its activities. The industrial relations in the companys plants and offices have been cordial throughout the year under report.

Acknowledgements

Your Directors wish to express their appreciation for the continued co-operation and support received during the year under report, from customers, vendors, business associates, government authorities, investors, State Bank of India, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services [India] Limited and Bigshare Services Private Limited.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the officers, staff and workers of the company. Your Directors look forward for the continued support of every stakeholder in the future.

Place: Ahmedabad

Date: 21 st August, 2026 For and on behalf of Board of Directors

Jyoti Prasad Bhattacharya Dev Jyotiprasad Bhattacharya

Managing Director & CEO Whole-Time Director

[DIN: 00340485] [DIN: 09842191]

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.