Diana Tea Company Ltd Directors Report

Dear Members,

The Directors are pleased to present the One Hundred and Fifteenth (115th) Annual Report of the Company together with Audited Financial Statements of the Company for the financial year ended on March 31, 2026.

1. FINANCIAL RESULTS

The summarized financial position of the Company are given in the table below.

(Rs in Lakhs)

Particulars	Standalone FY 2025-26	Standalone FY 2024-25
Revenue from Operations	8807.12	7,082.45
Profit before taxation	148.81	(483.60)
Less: Tax Expense	(26.62)	(25.16)
Profit for the year	175.43	(458.44)
Other Comprehensive Income (Net of Tax)	(15.79)	(1.19)
Total Comprehensive Income	159.64	(459.63)
Other Equity at year end	5849.71	5689.44

Note: The above figures are extracted from the Standalone Financial Statements prepared under IND AS (Indian Accounting Standards) for the Financial Year ended on 31st March, 2026 and 31st March, 2025.

2. REVIEW OF PERFORMANCE

The year under review has been an encouraging year for our company on both crop harvested and sales realization front. Wherein our own crop was 34.74 Lakhs Kgs against 28 Lakhs Kgs last year. Whereas our sales realization was Rs248.50 against Rs236.40 last year. This was only possible with immense focus on following prudent agricultural practices and with better manufacturing. Keeping quality in mind, we reduced bought leaf intake from 2 Lakhs kgs last year to 50 thousand kgs this year. The result of which is reflecting in our bottom line which has rebounded from Rs 4.58 crore loss to Rs1.75 crore profit.

3. PROSPECTS

Current year has started with an optimistic note wherein our own crop till July end is higher by 4 Lakhs kgs with a high realization of Rs10/- when compared to last year. It will be noteworthy to mention that North Bengal crop is at par with last year till June. The pest and fungal problem continues to be very big challenge pushing the cost abnormally high along with the cost of fuel and coal. It will be prudent to mention that wage hike is also imperative during the current year which will have a significant impact on the cost front. Tea market for quality tea is favorable till now as many Assam producers has switched over to orthodox tea manufacture because of huge demand for exports at a premium. This will result in lesser availability of quality CTC which is showing its price impact on the good quality CTC. The gap between quality and non-quality is likely to be widened going forward. The cost impact due to higher input cost along with likely increased wages could be set off mostly with our higher crop during the year. With the current pattern of crop in every likelihood, we are going to touch 25 quintals yield per hectare with higher price realization. This gives us a significant advantage against our peers in this challenging industrial scenario. We are confident of posting better result during the year with our concentrated effort on making better quality tea with prudent field practices.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business and the Company continues to concentrate on their existing business.

5. TRANSFER TO RESERVES

The Directors transferred Rs200 Lakhs out of General Reserves to retained earnings to meet up the deficit.

6. DIVIDEND

In view of the financial performance of the Company, the Board of Directors has not recommended any dividend for the Financial Year 2025-26.

7. DETAILS OF BOARD MEETINGS

During the Financial Year, four (4) Board meetings were held, details of which are given below:

Date of the meeting	No. of Directors attended the meeting
29.05.2025	4
23.07.2025	6
14.11.2025	6
13.02.2026	5

The maximum gap between two meetings was less than one hundred and twenty days.

8. SHARE CAPITAL

During the financial year ended 31st March, 2026 there has been no change in the issued and subscribed capital of the Company. The Issued, Subscribed & paid-up Share capital as on 31st March, 2026 is Rs749.55 Lakh comprising of 1,49,91,000 equity shares of Rs5/- each.

The directors are currently exploring flexible capital options to raise money for the companys next phase of growth. This approach focuses on securing necessary funding today while protecting long term shareholder value.

9. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on the Companys website at https://www.dianatea.in/finance.shtml.

10. DISCLOSURE RELATING TO MATERIAL VARIATIONS

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no such material deviations or variations in utilization of proceeds in the Company.

11. COMMITTEES OF BOARD

The details of composition of the Committees of the Board of Directors as on 31st March, 2026 are as under: -

a. Audit Committee

Sl. No.	Name	Category	Chairman/ Members
1.	Mr. H.M. Parekh*	Non-Executive Independent Director	Chairman
2.	Mr. Navin Nayar@	Non-Executive Independent Director	Chairman
3.	Mr. Sandeep Singhania	Executive Director	Member
4.	Mr. Gautam Bhalla#	Non-Executive Independent Director	Member
5.	Mr. Kiran Nanoo Desai	Non-Executive Independent Director	Member
6.	Mr. Ravindra Suchanti^	Non-Executive Independent Director	Member

*Ceased to be a member w.e.f 25.06.2025.

@ Appointed as a member w.e.f 25.06.2025.

#Ceased to be a member w.e.f 25.06.2025.

^ Appointed as a member w.e.f 29.05.2025.

The Audit Committee was reconstituted with effect from 25 June 2025 pursuant to the completion of the second consecutive term of Mr. Harish Chandra Parekh Maneklal and Mr. Gautam Bhalla as an Independent Directors with effect from 25th June, 2025. Consequently, Mr. Navin Nayar was inducted as the Chairman and Mr. Ravindra Suchanti was inducted as a Member of the Committee.

The Terms of Reference of the Audit Committee are provided in the Corporate Governance Report forming part of this Annual Report. During the financial year, the Audit Committee met 4 times as on 29th May, 2025, 23rd July, 2025, 14th November, 2025 and 13th February, 2026.

Recommendation by audit committee:

There was no such recommendation of audit committee which has not been accepted by the Board during the said financial year.

- Vigil Mechanism/ Whistle Blower Policy

The Company has formulated the codified Vigil Mechanism/Whistle Blower Policy incorporating the provisions relating the Vigil Mechanism in terms of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issues of concern impacting and compromising with the interest of the Company and the Stakeholders in any way and to prevent leak of Unpublished Price Sensitive Information The Company has also made provisions for adequate safeguards against victimization of its employees and Directors who express their concerns. The Chairman of Audit Committee can be accessed directly by any employee for reporting issues which need to be brought to the notice of the Board. The Vigil Mechanism / Whistle Blower Policy of the Company has been uploaded on the website of the Company at https://www.dianatea.in/202503204_whistle_blower.pdf.

b. Nomination & Remuneration Committee

Sl. No.	Name	Category	Chairman/ Members
1.	Mr. H.M Parekh*	Non-Executive Independent Director	Chairman
2.	Mr. Kiran Nanoo Desai@	Non-Executive Independent Director	Chairman
3.	Mr. Gautam Bhalla#	Non-Executive Independent Director	Member
4.	Mr. Ravindra Suchanti^	Non-Executive Independent Director	Member
5.	Mr. Navin Nayar$	Non-Executive Independent Director	Member

*Ceased to be a member w.e.f 25.06.2025.

@ Became Chairman w.e.f 25.06.2025.

#Ceased to be a member w.e.f 25.06.2025.

^ Appointed as a member w.e.f 29.05.2025.

$ Appointed as a member w.e.f 25.06.2025

The Nomination and Remuneration committee was reconstituted with effect from 25 June 2025, pursuant to the completion of the second consecutive term of Mr. Harish Chandra Parekh Maneklal and Mr. Gautam Bhalla as an Independent Directors with effect from 25th June, 2025. Consequently, Mr. Kiran Nanoo Desai was appointed as the Chairman and Mr. Ravindra Suchanti and Mr. Navin Nayar were inducted as Member of the Committee.

The Terms of Reference of the Nomination and Remuneration Committee are provided in the Corporate Governance Report forming part of this Annual Report. During the financial year, the Committee met 3 times on 29th May 2025, 23rd July 2025 and 13th February 2026.

c. Stakeholders Relationship Committee

Sl. No.	Name	Category	Chairman/ Members
1.	Mr. Ravindra Suchanti*	Non-Executive Independent Director	Chairman
2.	Mr. Gautam Bhalla@	Non-Executive Independent Director	Chairman
3.	Mr. Sandeep Singhania	Executive Director	Member
4.	Mrs. Sarita Singhania	Executive Director	Member
5.	Mr. Kiran Nanoo Desai	Non-Executive Independent Director	Member
6.	Mr. Devang Singhania	Executive Director	Member
7.	Mr. Navin Nayar#	Non-Executive Independent Director	Member

*Appointed as a member w.e.f 29.05.2025.

@ Ceased to be a member w.e.f 25.06.2025.

#Appointed as a member w.e.f 25.06.2025.

The Stakeholders Relationship Committee was reconstituted with effect from 25 June 2025 pursuant to the completion of the second consecutive term of Mr. Gautam Bhalla as an Independent Director with effect from 25th June, 2025. Consequently, Mr. Ravindra Suchanti was inducted as Chairman and Mr. Navin Nayar was inducted as Member of the Committee.

The Terms of Reference of the Stakeholders Relationship Committee are provided in the Corporate Governance Report forming part of this Annual Report. During the financial year, the Committee met 4 times on 29th May, 2025, 23rd July, 2025, 14th November, 2025 and 13th February, 2026.

12. MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, Management Discussion and Analysis Report is attached as Annexure "A" forming part of this report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014, every company meeting the specified financial thresholds is required to constitute a Corporate Social Responsibility (CSR) Committee and undertake CSR activities. However, during the financial year under review, the Company did not meet the criteria prescribed under Section 135(1) of the Act in respect of net worth, turnover, or net profit. Accordingly, the provisions relating to Corporate Social Responsibility are not applicable to the Company for the financial year 2025-26.

The Corporate Social Responsibility Policy of the Company as adopted by the Board of Directors is available on Companys websites https://www.dianatea.in/20220802_CSR-Policy-DTCL-2021.pdf

During the year ended 31st March, 2026, your Company is not required to spent on CSR activities as defined under schedule VII of the Companies Act 2013.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

i) in the preparation of the annual accounts, for the financial year ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures except gratuity liability being accounted for, as and when paid/payable;

ii) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on March 31, 2026;

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

iv) we have prepared the annual accounts for the financial year ended on March 31, 2026 on a going concern basis;

v) we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. CORPORATE GOVERNANCE

The Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors protection and maximizing long term shareholders value. The certificate of the Auditors confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Stock Exchange is annexed as Annexure "B".

16. RELATED PARTY TRANSACTIONS

The related party transactions entered during the year were in ordinary course of business and also on arms length basis in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of the interest with the Company at large. All related party transactions are presented to the Audit Committee and the Board, if required, for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Revised Policy on Related Party Transactions as approved by the Board is uploaded on the Companys web link: https://www.dianatea.in/202503204_Policy_on_Related_Party_Transactions.pdf.

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

The particulars as prescribed under sub-section (3)(m) of the Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given at Annexure "C" to the Directors Report.

18. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

In compliance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has followed the laid down criteria for identification and appointment of persons eligible to hold the office of director, key managerial personnel and/or senior management of the Company. The Nomination and Remuneration Committee has also considered the qualifications, positive attributes, independence, remuneration and other matters as provided under Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee has affirmed that the remunerations paid to the directors, key managerial personnel and senior management personnel are in accordance with the Remuneration Policy of the Company.

The Remuneration Policy of the Company and the criteria for determining qualifications, positive attributes and independence of directors are available on the website of the Company at https://www.dianatea.in/20200701_NR_Policy.pdf.

19. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employees remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are attached to this Report as Annexure "D".

The details of employees prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report.

There were no directors who is in receipt of any commission from the company as well as from its holding company as per section 197(14) of the Companies Act, 2013.

20. ANNUAL EVALUATION OF BOARDS PERFORMANCE

During the financial year, the Board evaluated its own performance as well as that of its committees and individual Directors. The exercise was carried out covering various aspects of the Boards functioning such as composition of the Board & committees, qualification, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Non-Independent Directors. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Act. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

21. AUDITORS

Statutory Audit

M/s. B. Nath & Co., Chartered Accountants having registration number FRN No. 307057E were appointed as statutory Auditors of the Company in the 112th Annual General Meeting to hold office for a term of 5(Five) years from the conclusion of 112th Annual General Meeting till the conclusion of the 117th Annual General Meeting. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought. The Statutory Auditors hold a valid peer review certificate as prescribed under Regulation 33(1)(d) of SEBI Listing Regulations, 2015.

Further, the report of the Auditors along with notes to Schedules is enclosed to this report. The Company is in the regime of unmodified opinions on financial statements. Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the applicable provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. MR & Associates, a firm of Company Secretaries in Practice (Firm Registration No. P2003WB008000), were appointed as a Secretarial Auditor to conduct the Secretarial Audit of the Company, for a term of five consecutive financial years commencing from FY 2025–26 to FY 2029-30, with the approval of the shareholders at the 114th Annual General Meeting (AGM).

The Secretarial Audit Report for the financial year ended 31st March, 2026 is annexed herewith as Annexure "E" to this Report.

The remark in the Secretarial Audit Report and clarification thereof for the financial year ended March 31, 2026, is as follows:

i. "The company has delayed compliance with Regulation 30 read with sub-para 20, Para A, Part A, Schedule III of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, in respect of timely disclosure of imposition of penalty by the Income Tax Department. However, the disclosure was made to the Stock Exchange on October 30, 2025 which was not made within the timeline of 24 hours from the receipt of the order, as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Response: The Management informed that the email regarding the penalty order was received in the spam folder and was not noticed immediately as the sender was unknown to the Company. Further, no physical copy of the order was received. The Management also stated that the delay was partly attributable to the Diwali festive period during which operations were adjusted. The Company has assured that necessary internal control and compliance monitoring mechanisms are being strengthened to ensure timely identification and disclosure of such events in future and to avoid recurrence of similar instances.

Cost Audit

As per Section 148 of the Companies Act 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records for the financial year 2025-2026 and accordingly such accounts and records are made and maintained. However, the Company is not required to appoint Cost Auditor to conduct the audit of cost records for the financial year 2025-2026.

22. HUMAN RESOURCES

The Company treats its "human resources" as one of its most important assets.

The Company has a large work force employed at the tea estates. There were no major disruptions of work at the garden or any other establishment of the Company during the period under review. The correct recruitment practices are in place to attract best talent. Industrial Relations at all the units remained satisfactory.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

No material changes and commitments have occurred during the financial year 2025-2026 which might affect the financial position of the company.

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

The Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company hereby declares that it has complied with provisions relating to the constitution of Internal Complaints Committee of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, the Company is in line with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

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

25. RISK MANAGEMENT

In terms of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The Company has taken adequate measures to mitigate various risk encountered. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

26. DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

27. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience (including proficiency), and fulfill the conditions specified under the Companies Act, 2013 and SEBI Listing Regulations and are independent of the Management.

28. REMUNERATION POLICY

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the company. The remuneration policy is consistent with the ‘pay-for-performance principle. The Company has formulated Criteria for making payment to Non-Executive Directors which is available in Companys weblink: https://www.dianatea.in/Criteria%20of%20making%20payment%20to%20non-executive%20directors_6.pdf

Executive Directors

The Nomination and Remuneration Committee takes into account experience, qualification and prevailing industry practices before giving its recommendation to the Board. On recommendation of the Nomination and Remuneration Committee, the Board decides remuneration to be paid to Executive Directors, subject to approval of shareholders in terms of provisions of the Companies Act, 2013, read with Schedule V thereof. The Committee aims towards rewarding, on the basis of performance and reviews on a periodical basis.

Non-Executive Directors

The Company has formulated Criteria for making payment to Non-Executive Directors which is available in Companys weblink: https://www.dianatea.in/Criteria%20of%20making%20payment%20to%20non-executive%20directors_6.pdf. As per the criteria, Non-Executive Directors are paid sitting fees for attending the meetings of the Board of Directors and Committees.

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

There were no significant and material orders passed by the regulators or courts or tribunals that would impact the Going concern Status and or will have any bearing on Companys Operations in future. Details of contingent liabilities and commitments (to the extent not provided for) are disclosed in Notes to the financial statements for the financial year ended 31st March, 2026.

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has, subsequent to year end, transferred a sum of Rs49,764/- to Investor Education and Protection Fund, in compliance with the provisions of Section 124, 125 and other applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The said amount represents dividend for the year 2017-18 which remain unclaimed for a period of 7 (seven) years from its due date of payment. The details of unpaid dividend and shares transferred to the IEPF are available at the following weblink https://www.dianatea.in/IEPF.shtml.

31. INTERNAL FINANCIAL CONTROLS SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by firm of Chartered Accountants. The Audit Committee of the Board looks into Auditors review which is deliberated upon and corrective action taken, wherever required.

32. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company continues to be the Subsidiary of Diana Capital Limited. Further, the Company has no subsidiary, joint venture and associates for the financial year ended 31st March, 2026 therefore, the Statement in Form AOC-1 containing the salient features of the financial statement of the Companys subsidiaries pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report, is not applicable to the company during the financial year.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees or investments made under section 186 of the Companies Act 2013 are covered in the notes to accounts of the Financial Statement for the year ended 31st March, 2026 forming part of this Annual Report.

34. DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

As per provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, Mrs. Sarita Singhania (DIN 00343786), Director, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment as a Director liable to retire by rotation.

Pursuant to regulation 36 of SEBI (LODR) Regulation 2015, the requisite details of the Director seeking re-appointment by rotation and the Directors proposed to be appointed/re-appointed are provided in the Notice convening the ensuing AGM.

During the year under review, Mr. Ravindra Suchanti (DIN: 00143116) was appointed as an Independent Director with effect from 29 May 2025 and Mr. Navin Nayar (DIN: 00136057) was appointed as an Independent Director with effect from 25 June 2025, with the approval of the shareholders at the 114th Annual General Meeting.

Further, upon the completion of the second consecutive term of Mr. Harish Chandra Parekh Maneklal and Mr. Gautam Bhalla as Independent Directors, they ceased to hold office with effect from 25 June 2025.

The Independent Directors have confirmed that they have registered their names in the databank maintained with The Indian Institute of Corporate Affairs (‘IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two year from the date of inclusion of their names in the data bank, unless exempted. All the Independent Director of the Company to whom the requirement of the proficiency test are applicable, have duly passed the online proficiency self-assessment test.

Key Managerial Personnel

Pursuant to Section 2(51) read with Section 203 of the Act and the Rules made thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2026:

1. Mr. Sandeep Singhania-Managing Director;

2. Mrs. Sarita Singhania-Whole-Time Director and Chief Financial Officer;

3. Mr. Devang Singhania-Whole-Time Director; and

4. Ms. Namrata Saraf-Company Secretary and Compliance officer.

During the year under review, there were no changes made in the Key Managerial Personnel of the Company as per the provision of the Companies Act, 2013.

35. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder. As on March 31, 2026, there were no deposits lying unpaid or unclaimed.

36. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalization.

37. PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons in terms of Regulation 8 and 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time (the "Regulations").

All Board of Directors and the designated employees have confirmed compliance with the applicable Code during the financial year.

38. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or proceeding was made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

39. VARIATION IN VALUATION

During the year under review, there was no instance of one-time settlement with any bank or financial institution necessitating disclosure or reporting in respect of difference in valuation done by the Company.

40. COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India.

41. MATERNITY BENEFIT

The Company affirms that it has been in line with the requirement of the provisions of the Maternity Benefit Act, 1961.

42. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company. The Directors also appreciate and value the trust reposed in them by Members of the Company.

For and on behalf of the Board

Sd/-

Sandeep Singhania

(Managing Director)

DIN: 00343837

Sd/-

Sarita Singhania

(Whole-time Director)

DIN: 00343786

Registered Office

3B, Lal Bazar Street

Kolkata- 700 001

Date: 12th August, 2026