Defrail Technologies Ltd Directors Report

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026

To,

The Members,

Defrail Technologies Limited

DEAR ESTEEMED MEMBERS,

The Board of Directors of Defrail Technologies Limited ("the Company") are pleased to present the Third (3rd) Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) and Audit Report thereon for the financial year ended March 31,

2026 (‘year under review) prepared in due compliance to the provisions of the

Companies Act, 2013 read with rules made thereunder.

FINANCIAL HIGHLIGHTS.

Your Companys financial affairs & performance during the year as compared with previous year is summarized below:

(Rs. In lakhs)

	Standalone		Consolidated
PARTICULARS	FY 25-26	FY 24-25	FY 25-26	FY 24-25
(a) Revenue from operations	8004.45	6176.78	8025.82	6220.93
(b) Other Income	10.93	1.01	19.35	1.15
Total Income from operations	8015.38	6177.79	8045.17	6222.08
Earnings Before Depreciation,	763.58	553.52	782.19	579.31
Finance cost & Tax
(a) Finance costs	90.16	103.84	90.89	105.05
(b) Depreciation & amortization expense	80.89	62.69	94.85	76.61
Profit Before Tax***	592.52	386.99	596.45	397.65
Provision for Tax & Deferred Tax	191.90	35.07	195.49	120.47
Profit After Tax	400.63	351.93	400.96	277.18
Profit available for appropriation	400.63	351.93	400.96	277.18
Dividend including Tax on Dividend	0	0	0	0
Earnings per share (Rs.)	7.26	6.82	7.26	5.37

THE STATE OF THE COMPANYS AFFAIRS AND OPERATION /

PERFORMANCE.

During the financial year ended March 31, 2026, the Company continued to demonstrate operational resilience and financial stability amidst a dynamic business environment.

STANDALONE FINANCIAL STATEMENTS.

The Companys revenue from operations increased to Rs. 8,004.45 Lakhs as compared to Rs. 6,176.78 Lakhs in the previous financial year, registering a healthy growth of approximately 30%. Total income stood at Rs. 8,015.38 Lakhs as against Rs. 6,117.79 Lakhs in the previous year, reflecting an increase of approximately 6.8%, supported by improved operational efficiencies and higher other income.

The Company reported a Profit before Tax (PBT) of Rs. 592.52 Lakhs during the year. The Company maintained a strong profitability profile in a dynamic business environment.

The Profit after Tax (PAT) for the year stood at Rs. 400.63 Lakhs as compared to Rs. 351.93 Lakhs in the previous year. The Company recorded a Total Comprehensive Income of Rs. 8,015.38 Lakhs, reflecting its sustained focus on long-term value creation and financial discipline.

During the year, the Company continued to strengthen its operational processes, optimize resource utilization, enhance product quality standards, and maintain strong customer relationships. The management remained focused on cost optimization, productivity enhancement, technological improvements, and strengthening its market presence across key business segments.

The Directors are pleased to note that the Company continues to maintain a strong financial position, healthy cash flows, and a robust balance sheet, which provides a solid foundation for future growth and expansion opportunities. The management remains committed to pursuing sustainable growth, improving operational excellence, and delivering consistent value to all stakeholders.

The profit figure does not include profits from Impex Hi-Tech Rubber Private Limited the Companys wholly-owned subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS.

During the financial year ended March 31, 2026, in accordance with the provisions of the Companies Act, 2013, the applicable Accounting Standards requirements, wherever applicable, the Consolidated Financial Statements of the Company and its subsidiary have been prepared.

The Consolidated Financial Statements, together with the Auditors Report thereon, form part of the Annual Report. The Consolidated Financial Statements provide a comprehensive view of the financial performance, financial position, cash flows, assets and liabilities of the Company and its subsidiary as a single economic entity.

The Board believes that the Consolidated Financial Statements present a fair and holistic view of the state of affairs and operational performance of the Group during the financial year ended March 31, 2026.

CHANGE IN NATURE OF BUSINESS, IF ANY.

The Company has neither commenced any new business nor discontinued/sold or disposed off any of its existing businesses and has not hived off any segment or division during the year under review.

SHARE CAPITAL AND DEBT STRUCTURE.

Authorized Share Capital.

The Authorized Share Capital of the Company as on March 31, 2026 is 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of the face value of 10/- (Rupees Ten) each.

During the year under review, the Company has not increased its Authorized Share Capital.

a) Issued, Subscribed and Paid-Up Share Capital.

The issued, subscribed and paid-up Share Capital of the Company as on March 31, 2026 is 7,02,44,200/- (Rupees Seven Crore Two Lakh Forty-Four Thousand Two Hundred Only) divided into 70,24,420 (Seventy Lakh Twenty-Four Thousand Four Hundred Twenty only) Equity shares of the face value of 10/- (Rupees Ten) each.

b) Reclassification and Sub-Division of Authorised Share Capital.

During the year under review, there was no reclassification or sub-division undertaken.

c) Reduction of Share Capital or Buy Back of Shares.

During the year under review, there is no reduction in the Share Capital, and the Company has not bought back any of its securities.

d) Change in Voting Rights.

During the year under review, there is no change in the Voting Rights.

e) Issue of shares or other convertible securities.

During the year under review, Company has issued 18,60,800 Equity Shares via IPO. Further company does not issue any kind of shares or securities which carry a right or option to convert such securities into shares.

f) Issue of Equity shares with differential rights.

Further, during the year under review, the Company has neither issued any shares with differential voting rights nor any sweat equity shares.

g) Issue of Sweat Equity Shares.

During the year under review, Company has not issued any Sweat Equity Shares.

h) Employee Stock Options Scheme(s).

During the year under review, no Employee Stock Option Scheme was implemented.

i) Issue of debentures, bonds or any non-convertible securities.

During the year under review, Company has not issued any debentures, bonds or any non-convertible securities.

TRANSFER TO GENERAL RESERVE.

During the year under review, no amount was transferred to general reserves by the Company. Further, moment in reserves & surplus is provided in notes of standalone financial statement and consolidated financial statement.

DIVIDEND

Your Company has not proposed any dividend for the Financial Year 2025-26.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR AND STATEMENT ON COMPLIANCE OF CONDUCT.

During the year under review, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities. The Board is satisfied that the Independent Directors fulfil the conditions specified under the Companies Act, 2013 and are independent of the management.

STATEMENT ON OPINION OF BOARD OF DIRECTORS WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2025-2026.

In the opinion of the Board, all the Independent Directors appointed on the Board possess high standards of integrity, requisite expertise, experience, proficiency and knowledge in their respective fields. The Independent Directors bring significant value to the deliberations of the Board through their diverse experience, professional competence and independent judgment, thereby contributing effectively to the governance and growth of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS.

The Company has in place a system to familiarize the Independent Directors with the Company, its business operations, industry environment, strategic plans, policies, regulatory framework, and their roles, rights, responsibilities, and duties as Independent Directors. The Independent Directors are provided with relevant information and updates on the Companys business performance, operational matters, risk management framework, and changes in applicable laws and regulations from time to time to enable them to effectively discharge their responsibilities and contribute meaningfully to the governance of the Company.

STATEMENT INDICATING ALL PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS VIS-?-VIS THE COMPANY.

None of the Non-Executive Directors had any pecuniary relation or transactions with the Company other than the Salary, sitting fees, if any and reimbursement of expenses incurred by them (as applicable), for the purpose of attending meetings of the Board/Committee of the Company.

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES.

During the year under review, Impex Hi-Tech Rubber Private Limited is the wholly-owned subsidiary of the Company.

The Board continuously reviews the business operations, financial performance, governance framework, and strategic initiatives of the subsidiary to ensure alignment with the overall objectives of the Group. The subsidiary operates in accordance with the applicable laws and regulations.

As at 31st March, 2026, your Company has one wholly owned subsidiary, Impex Hitech Rubber Private Limited and no other Associate or Joint Ventures Companies within the meaning of Companies Act, 2013. AOC-1 is annexed as Annexure I.

CESSATION OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES.

During the financial year under review, no entity ceased to be a Subsidiary of the Company. The Companys subsidiary structure remained unchanged during the year, and there were no events or transactions resulting in the loss of control over any subsidiary.

Further, the Company did not have any Associate Company or Joint Venture as on the date of the financial year under review. Accordingly, the disclosure requirements relating to the cessation of Associate Companies and Joint Ventures are not applicable to the Company.

REPORT ON FINANCIAL POSITION OF THE SUBSIDIARY AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT.

Pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Report on the performance and financial position of Impex Hi-Tech Rubber Private Limited, wholly-owned subsidiary of the Company and its contribution to the overall performance of the Company is attached to the Financial Statements and forms an integral part of this Annual Report as

Annexure V.

During the financial year under review, the subsidiary continued to carry out its business activities in accordance with its business objectives and contributed towards strengthening the Companys international presence and operational capabilities. The Board has reviewed the affairs of the subsidiary and is satisfied with its overall performance and financial position during the year.

The financial performance of the subsidiary is included in the Consolidated Financial Statements of the Company prepared in accordance with the applicable Accounting Standards and regulatory requirements.

CORPORATE GOVERNANCE.

Good Corporate Governance is an integral part of the Companys Management and business philosophy. The Company subscribes fully to the principles and spirit of good Corporate Governance and embeds the principles of independence, integrity, accountability and transparency into the value system that drives the Company

DEPOSITS.

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 and other applicable provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details with regard to deposits, covered under Chapter V of the Companies Act, 2013 are mentioned hereunder:

S. No.	Particulars	Amount
a)	Amount accepted during the year	Nil
b)	Amount remain unpaid or unclaimed as at the end of the year	Nil
c)	Default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved at the beginning of the year maximum during the year at the end of the year	Nil
d)	Details of deposits which are not in compliance with the requirements of the Act	Nil

ANNUAL RETURN.

Pursuant to provisions of Sections 92(3) and 134(3)(a) of the Act and the rules made thereunder, the Annual Return in Form MGT-7 is available on the

Companys website on defrailtech.in.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is duly constituted as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. None of the Directors of the Company is disqualified under the provisions of Companies Act, 2013 and the Company has received and taken on record, the requisite disclosures and undertakings from all the Directors in compliance with the provisions of the Companies Act, 2013.

As on 31st March 2026, the Board of your Company comprised of following Directors and Key Managerial Personnel

DIN	Name	Designation
09249635	Mrs. Ashi Aggarwal	Non- Executive Director
09249636	Mr. Vivek Aggarwal	Managing Director
09249637	Mr. Abhishek Aggarwal	Executive Director
10631969	Mr. Vivek Karnavat Resigned w.e.f. April 13, 2026.	Non- Executive Independent Director
08765416	Mr. Rajesh Agrawal	Non- Executive Independent Director
10631889	Mrs. Neetu Dhulia	Non- Executive Independent Director
09692781	Mr. Vikram Grover	Non- Executive Independent Director
NA	Mr. Abhishek Aggarwal	Chief Financial Officer
NA	Mr. Vaibhav Sharma	Company Secretary

A. Composition of Board of Directors.

As on March 31, 2026, Board of your company comprises of Seven (7) Directors.

i) Change in Composition of Board of Directors.

During the year under review, following changes took place in the composition of the Board of Directors.

The Board of Directors has appointment of Mr. Vikram Grover as a Non-Executive Independent Director for a term of five (5) years, effective from 02nd July, 2025, and regularized by the Shareholders in the EGM held on 29th June 2025.

The Company has received the requisite declarations and confirmations from Mr. Vikram Grover regarding his eligibility for appointment as Director in accordance with the provisions of the Companies Act, 2013.

After the closure of financial year 2025-26, following changes have taken place in the Board of Directors and Key Managerial personnel of the Company-

Mr. Vivek Karnavat resigned from the Board of Directors with effect from 13th April 2026.

None of the Companys Directors are disqualified from being appointed as Directors as specified in Section 164 of the Act. Members approval is being sought at the ensuing AGM for the aforesaid appointment/re-appointment of Directors.

MEETINGS OF THE BOARD.

During the financial year under review, 12 (Twelve) meetings of the Board of Directors were held between April 1, 2025 and March 31, 2026 in compliance with the provisions of the Companies Act, 2013. The maximum interval between any two consecutive Board Meetings did not exceed one hundred and twenty days as prescribed under the Act.

The requisite quorum was present throughout all the meetings. The proceedings of the meetings were duly recorded and entered in the Minutes Book maintained for the purpose in accordance with the provisions of the Companies Act, 2013 and applicable Secretarial Standards.

During the year under review, no resolution was passed by circulation pursuant to the provisions of Section 175 of the Companies Act, 2013.

The details of the Board Meetings held during the financial year and the attendance of the Directors thereat are provided below:

Sl. No.	Date of Meeting	Total No. of Directors on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1.	July 02, 2025	6	6	100%
2.	September 01, 2025	7	7	100%
3.	September 04, 2025	7	7	100%
4.	September 09, 2025	7	7	100%
5.	September 29, 2025	7	7	100%
6.	December 15, 2025	7	7	100%
7.	December 16, 2025	7	7	100%
8.	January 03, 2026	7	7	100%
9.	January 08, 2026	7	7	100%
10.	January 14, 2026	7	7	100%
11.	January 14, 2026 (08 PM)	7	7	100%
12.	March 30, 2026	7	7	100%

BOARD COMMITTEES & MEETINGS

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority and their terms of reference. Presently, the Board has constituted Audit Committee (AC), Nomination & Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC).

The Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee were constituted by the Board with effect from July 02, 2025.

a. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted an Audit Committee of the Board of Directors.

The composition of the Audit Committee as on March 31, 2026 was as follows:

S. No.	Name of the Member	Designation in Committee	Category
1	Mr. Vikram Grover	Chairperson & Member	Independent Director
2	Mr. Rajesh Agrawal	Member	Independent Director
3	Mr. Abhishek Aggarwal	Member	Executive Director

During the financial year under review, the Audit Committee met 5 (Five) times.

Sl.	Date of Meeting		Attendance
No.		Total No. of Members on date of meeting	No. of Members attended	% of Attendance
1.	September 04, 2025	3	3	100.00
2.	September 09, 2025	3	3	100.00
3.	September 16, 2025	3	3	100.00
4.	December 12, 2025	3	3	100.00
5.	December 19, 2025	3	3	100.00

The Board, during the year under review, had accepted all recommendations made to it by the Audit Committee.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the policy is available on the website of the company defrailtech.in.

The composition of the Nomination and Remuneration Committee as on March 31, 2026 was as follows:

S. No.	Name of the Member	Designation in Committee	Category
1.	Mr. Rajesh Agrawal	Chairperson & Member	Independent Director
2.	Mrs. Neetu Dhulia	Member	Independent Director
3.	Mrs. Ashi Aggarwal	Member	Non-Executive Director

During the financial year under review, the Nomination & Remuneration Committee met 1 (One) time.

Sl. No.	Date of Meeting	Total No. of Members on date of meeting	Attendance No. of Members attended	% of Attendance
1.	July 02, 2025	3	3	100.00

The Committee oversees matters relating to appointment, remuneration, performance evaluation and succession planning of Directors and Key Managerial Personnel in accordance with the Nomination and Remuneration Policy of the Company.

c. Stakeholders Relationship Committee

During the year under review, the Stakeholders Relationship Committee was constituted. The composition of the Stakeholders Relationship Committee as on March 31, 2026 was as follows:

S. No.	Name of the Member	Designation in Committee	Category
1	Mr. Vivek Karnavat	Chairperson & Member	Independent Director
2	Mrs. Neetu Dhulia	Member	Independent Director
3	Mr. Vivek Aggarwal	Member	Whole-Time Director

During the financial year under review, the Stakeholders Relationship Committee met 1 (One) time.

Sl.	Date of Meeting	Total No. of	Attendance
No.		Members on date of meeting	No. of Members attended	% of Attendance
1.	September 01, 2025	3	3	100.00

Mr. Vivek Karnavat resigned from Board of Directors w.e.f. April 13, 2026, so SRC was reconstituted on May 20, 2026, new composition of Stakeholders Relationship Committee after reconstitution is as under:

S. No.	Name of the Member	Designation in Committee	Category
1.	Mr. Rajesh Agrawal	Chairperson & Member	Independent Director
2.	Mrs. Neetu Dhulia	Member	Independent Director
3.	Mr. Vivek Aggarwal	Member	Whole-Time Director

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS.

Pursuant to the provisions of Schedule IV to the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on December 16, 2025 without the attendance of the Non-Independent Directors and members of the management.

THE INDEPENDENT DIRECTORS, INTER ALIA, REVIEWED AND ASSESSED.

The performance of the Non-Independent Directors and the Board as a whole;

The performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors;

The quality, quantity and timeliness of the flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall functioning of the Board and its Committees and the effectiveness of the governance framework of the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Every step has taken to adhere to the effective internal financial control before every crucial business decision. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT.

The company has adequate systems to assess the associated early risks and remedial actions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements.

During the financial year under review, the Company has not granted any loans, provided any guarantees, furnished any securities or made any investments requiring disclosure under Section 186 of the Companies Act, 2013.

Accordingly, the disclosure requirements prescribed under Section 186 of the Companies Act, 2013 are not applicable to the Company for the financial year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the

Companies Act, 2013. Suitable disclosure as required by the Indian Accounting Standards (IND-AS 24) has been made in the Notes to the Financial Statements.

Details of the contracts, arrangements or transactions not at arms length price:

There were no such transactions u/s 188 of the Companies Act, 2013 which are not at Arms Length Price.

Details of the material contracts or arrangements or transactions at arms length basis

Details of material contracts/arrangements/transactions at arms length basis are given in AOC 2 attached as Annexure II.

Except as stated in the disclosure, there were no materially significant Related Party Transactions made by the Company with its Promoters, Directors, or other related parties which may have a potential conflict with the interest of the Company at large. All Related Party Transactions which are in the ordinary course of business and on arms length basis are placed before the Audit

Committee as also the Board for approval.

PARTICULAR OF EMPLOYEES.

The details and particulars of the employees who are getting remuneration, which require disclosures under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the Company during the period under review.

NOMINATION & REMUNERATION COMMITTEE & POLICY.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has approved the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013.

The Policy lays down the criteria for appointment, qualifications, positive attributes, independence, evaluation, and remuneration of Directors, Key Managerial Personnel (KMPs), and Senior Management Personnel. It aims to attract, retain, and motivate competent professionals while ensuring that remuneration is fair, performance-driven, and aligned with the long-term interests of the Company and its stakeholders.

MAINTENANCE OF COST RECORDS AND COST AUDIT.

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records in respect of its specified products/activities and same is being maintained by the company. During the year under review the provision relating to Cost audit does not applicable on the Company.

STATUTORY AUDITORS.

The appointment of M/s Shiv & Associates, Chartered Accountants, (Firm Registration No. 009989N) as the statutory auditors, were approved by the members of the Company at the 1st AGM held on November 29, 2024 to hold office for a term of five consecutive years commencing from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting of the Company to be held for financial year 2028-29.

The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2026 and have issued their Audit Report thereon.

STATUTORY AUDITORS REPORT.

The Company has obtained the Statutory Auditors report from the Shiv & Associates, Chartered Accountants, (Firm Registration No. 009989N).

The notes on financial statements of the Company for the financial year ended as on March 31, 2026, referred to in the Auditors Report are self-explanatory and do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

FRAUDS REPORTED BY THE AUDITOR UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

No frauds have been reported to the Audit Committee/ Board during FY 2025-26, therefore, Section 134(3) (ca) of the Act pertaining to details of frauds reported by auditors under Section 143(12) other than those which are reportable to the Central Government is not applicable to the Company.

INTERNAL AUDITOR.

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors had appointed Mr. Amit Kumar Aggarwal, as Internal Auditor of the Company.

Mr. Amit Kumar Aggarwal, Internal Auditor has conducted the Internal audit of the Company for the year under review.

The Internal Audit Report issued by the Internal Auditors confirms that the Company has generally complied with the provisions of the Act, rules, regulations and guidelines.

SECRETARIAL AUDITOR.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Yogita Bhatia & Associates, Company Secretaries (Peer Review No. 6535/2025), to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.

M/s Yogita Bhatia & Associates, Company Secretaries, has conducted the Secretarial audit of the Company for the year under review.

SECRETARIAL AUDIT REPORT.

The Secretarial Audit Report submitted by M/s Yogita Bhatia & Associates, Company Secretaries, for the Financial Year 2025-26 in the prescribed form MR-3, pursuant to the provisions of Section 204 of the Act is annexed as Annexure III to this report.

The Secretarial Audit Report issued by the Secretarial Auditors confirms that the Company has generally complied with the provisions of the Act, rules, regulations and guidelines.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There are no material changes that have occurred and/ or commitments have been made during the period between end of the financial year till the date of this report, which may affect the financial position of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY.

Your company promotes ethical behaviors in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviour. The Company has opted the vigil mechanism/ Whistle Blower Policy and is available on Holding Companys website at https://www.defrailtech.in/investors

During the year under review, there were no whistle blower complaints received.

BOARD EVALUATION.

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, formal annual evaluation of the performance of the Board, its Committees and individual Directors is applicable to every listed company and every other public company having a paid-up share capital of 25 Crore or more at the end of the preceding financial year.

Since the Company is listed Company, the aforesaid provisions are applicable to the Company. As a matter of good corporate governance, the Board carried out an evaluation of its own performance, the performance of its Committees and individual Directors during the financial year under review.

The evaluation was conducted on the basis of criteria including composition of the Board, effectiveness of Board processes, participation and contribution of Directors, strategic guidance, governance practices, oversight functions and effectiveness of the Committees. Based on the evaluation, the Board was satisfied with its overall performance and that of its committees and individual Directors. During the year under review, the recommendations made in the previous year were satisfactorily implemented.

RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.

There is no such transaction in the Company during the financial year.

REMUNERATION RECEIVED BY WHOLE-TIME DIRECTORS FROM SUBSIDIARY COMPANY.

During the financial year under review, none of the Whole-Time Directors of the Company received any remuneration or commission from any subsidiary company. The remuneration paid to the Whole-Time Directors was solely by the Company and was in accordance with the provisions of the Companies Act, 2013 and the applicable policies of the Company.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are attached as Annexure - IV:

SECRETARIAL STANDARDS.

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Companies Secretaries of India i.e., SS-1 ("Board of Directors Meeting") and SS-2 ("General Meeting"). The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company is an equal employment opportunity employer and is committed to creating a healthy and productive work environment that enables employees to work without fear or prejudice, gender bias and sexual harassment. The Company believes that an act of sexual harassment results in the violation of the fundamental rights of a woman. Such acts violate her right to equality, right to life and to live with dignity; and the right to practice any profession or to carry on any occupation, trade or business, which also includes a right to a safe and healthy work environment free from sexual harassment.

The company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Companys policy on the prevention of sexual harassment at the workplace is in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.

During the year under review, the Board states that there was no case or complaint/incident of sexual harassment, reported in the Company, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) number of complaints of sexual harassment received in the year; - Nil (b) number of complaints disposed off during the year; - Nil (c) number of cases pending for more than ninety days Nil

DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to the provisions under section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable Accounting Standards have been followed, and no material departures had been made from the same.

ii) 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.

iii) 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 and for preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going concern basis; and

v) 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.

vi) Further in terms of Para 9 of Secretarial Standard 1, issued by the Institute of Company Secretaries of India and approved by Ministry of Corporate Affairs, the Directors had devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016 (IBC).

During the year under review and till the signing of this report of Board of Directors, your Company has not filed any application for corporate insolvency under the IBC before the National Company Law Tribunal (‘NCLT) and no creditor (financial or operational) has filed any application for corporate insolvency under the IBC before the NCLT against the Company.

THE DETAILS OF DIFFERENCE BETWEEN 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 ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

DISCLOSURE UNDER SECTION 67 OF THE COMPANIES ACT, 2013.

During the period under review, the Company has not purchased its shares or given any loan to purchase its own shares under section 67 of the Companies act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

During the Financial Year 2025-26, provision relating to Corporate Social Responsibility is not applicable on the Company. Since the Company does not have Policy on Corporate Social Responsibility.

RISK MANAGEMENT POLICY.

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees.

The Audit Committee has additional oversight in the area of financial risk and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Your directors are always vigilant on identifying various risks and reviewing its implication on regular basis and are also ready to take appropriate actions which in their opinion, threatens the existence of the company

STATEMENT ON COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961.

The Company is committed to providing a supportive and inclusive work environment for its employees and complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company has adopted appropriate policies and practices to ensure that eligible women employees are provided maternity benefits, including maternity leave and other related benefits, in accordance with the applicable provisions of the Act. During the financial year under review, the Company continued to comply with all statutory requirements relating to maternity benefits and employee welfare.

ACKNOWLEDGEMENT.

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the companys esteemed shareholders, customers, suppliers, financial institutions, vendors & government for their valuable contribution and support to the company in all spheres of operation during the year under review. Your directors also wish to place on record their deep sense of appreciation of their employees, for their commendable teamwork and a high degree of professionalism and enthusiasm displayed by them during the year.

	By the Order of the Board
	For DEFRAIL TECHNOLOGIES LIMITED
	Sd/-
	Vivek Aggarwal
	Managing Director
	DIN- 09249636
Date: August 10, 2026
Place: Faridabad