Divyadhan Recycling Industries Ltd Directors Report

To

The Members,

Your Directors take pleasure in presenting the 16th Director Report on the business and operations of your Company along with the Audited Financial Statement for the year ended 31 March 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Boards Report has been prepared based on the stand-alone financial statements of the company:

PARTICULARS	CURRENT YEAR (2025-2026)	PREVIOUS YEAR (2024-2025)
	(Amount in Rs. Lakhs)	(Amount in Rs. Lakhs)
Revenue from Operation	7941.35	5948.23
Other Income	4.27	64.12
Total Income	7945.62	6012.35
Total Expense	7709.79	5796.24
Profit or (Loss) before tax	235.83	216
Less: Current Tax	6.15	34.75
Deferred Tax	59.15	27.74
Prior Period Tax	-	-
Profit or (Loss) after Tax	170.53	153.63
Earnings Per Share (EPS)
1. Basic	1.19	1.07
2. Diluted	1.19	1.07

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

The Company is mainly engaged in the business of collection, segregation, processing, recycling, treatment, and disposal of various types of waste, including municipal solid waste, e-waste, construction debris, bio-medical and hazardous waste. It also operates recycling facilities and is involved in the manufacture and trading of products made from recycled materials.

The Company continues to promote sustainable practices, ensure compliance with environmental regulations, and undertake awareness initiatives for conservation and waste reduction.

The financial year 2025-26 was one of the significant years in terms of growth and sustainability:

• During the year under review, the company has earned Revenue from Operation of Rs. 7941.35/- (in Lakhs) as compared to Revenue from Operation of Rs. 5948.23/- (in Lakhs) earned in the previous year.

• During the Year under review, the Company has earned Profit Before Tax of Rs. 235.83/- (in Lakhs) as compared to profit Before Tax of Rs. 216/- (in Lakhs) earned in the previous year.

• During the Year under review, the Company has earned profit after tax of Rs. 170.53/- (in Lakhs) as compared to profit after tax of Rs. 153.63/- (in Lakhs) earned in the previous year.

3. DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2026.

4. TRANSFER TO GENERAL RESERVE

Pursuant to provisions of Section 134(1) (j) of the Companies Act, 2013, the Company has transferred the profit of Rs. 170.53 (in Lakhs) to the General Reserve account of the company during the year under review.

5. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There has been no change in the nature of the business of the company during the financial year ended 31^st March, 2026.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2025-26 (I.E. FROM 1^st DAY OF APRIL 2026) OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND TILL THE DATE OF THIS REPORT.

On 29^th June, 2026, the Company has approved the proposal to avail a Working Capital Term Loan from Axis Bank Limited, MWBC New Delhi Branch, aggregating up to Rs. 1,75,00,000/- (Rupees One Crore Seventy-Five Lakhs Only).

On 06^th July, 2026, the Company has approved the allotment of 36,80,000 (Thirty-Six Lakh Eighty Thousand) preferential warrants, convertible into an equivalent number of equity shares of the Company, to the identified allottees on a preferential basis.

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

No such significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future.

9. DEPOSITS

During the financial year 2025-26, the Company has not accepted any deposits in terms of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. The Company did not have outstanding deposits at the beginning/ at the end of the year. The details in this regard are as follows:

Particulars	Status
(a) Deposits accepted during the year	N.A.
(b) Deposits remaining unpaid or unclaimed as at the end of the year.	N.A.
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year
(i) At the beginning of the year	N.A.
(ii) Maximum outstanding during the year	N.A.
(iii) At the end of the year	N.A.

Accordingly, the disclosure regarding deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 is not applicable to the Company.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND/OR THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

A. STATUTORY AUDITORS REPORT:

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. MAPSS & Co., Chartered Accountants (FRN No. 012796C ), were appointed as the Statutory Auditors of your Company to fill the casual vacancy caused due to resignation of auditor M/s. Amarnath Sharma & Co., to undertake the statutory auditor for the financial year 2025-26. The Board has taken note and M/s. MAPSS & Co., Chartered Accountants have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India. There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2026. The notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments or explanation.

B. SECRETARIAL AUDITORS REPORT:

Pursuant to requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to Secretarial Audit are applicable to our company. The company has appointed VS Associates, Practicing Company Secretaries (Peer Reviewed Certificate No.: 3578/2023) to fill the cascual vacancy caused due to resignation by Secretarial Auditor M/s Ainesh Jethwa & Associates, to undertake the Secretarial Audit of the company for the financial year 2025-26. Secretarial Audit Report in Form MR-3 is given by VS Associates, Practicing Company Secretaries and is attached herewith as Annexure A.

The observations referred to in the Secretarial Audit Report (MR-3) are self-explanatory and do not call for any comments or explanations.

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

Company does not have any Subsidiary company/ Joint venture/ Associate company during the financial year.

12. EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) read with Section 134 of the Act read with rules issued thereunder, the Annual Return of the Company for the FY 2024-25 is available on the website of the Company and can be accessed at https://d ivyadhan.in.

13. CHANGES IN SHARES

During the year under review the Company has not made changes in the share capital and the details of the same are as mentioned below:

(a) Authorised Share Capital:

The Authorized Share Capital of the Company is Rs. 18,09,00,000/- consisting of 1,80,00,000 Equity shares of Rs. 10/- each and 90,000 Preference shares of Rs. 10/- each.

(b) Issued, Subscribed & Paid-Up Capital:

The issued, subscribed and paid-up share capital as on 31st March, 2026 was Rs. 14,30,67,140/- consisting of 1,43,06,714 Equity shares of Rs. 10/- each.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications (s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, the composition of the Board of Directors and Key

Managerial Personnel as on 31st March, 2026 is as follows:

Name of Directors	DIN	Date of Appointment	Designation
1 Mr. Varun Gupta	00471296	07-05-2016	Managing Director
2 Mr. Pratik Pramod Gupta	06576759	14-04-2013	Executive Director & CFO
3 Mr. Satish Chandra Sharma	06644259	08-02-2024	Independent Director
4 Ms. Priyanka Agarwal	08089006	08-02-2024	Independent Director
5 Mr. Niranjan Dev Sarma	06462725	01-10-2025	Non Executive Director

A) Changes in Directors and Key Managerial Personnel

The details about the changes in the directors or key managerial personnel during the period under review by way of appointment, re-designation, resignation, death or disqualification, variation made or withdrawn etc are as follow:

Name of Directors	DIN	Change in Designation, Appointment, Regularization, Retirement, Resignation	Date of such event
Mr. Manoj Kumar	10345101	Resignation as a Non Executive Director	28-07-2025
Mr. Niranjan Dev Sarma	06462725	Appointment as a Non Executive Director	01-10-2025
Mr. Pramod Kumar Gupta	AAFPG7855C	Resignation as a Company Secretary	30-01-2026

Post Financial Year 2025-26, the following changes were occurred on the Board of Company:

1. Mr. Sanjay Kandpal was appointed as a Company Secretary and Compliance officer of the company on 22.04.2026.

2. Mr. Niranjan Dev Sharma, Non-Executive Director of the company resigned from his position w.e.f 19.05.2026.

3. Mr. Umesh Gupta, has been appointed as an Additional Director of the company w.e.f 29.06.2026.

15. RETIREMENT BY ROTATION:

Mr. Pratik Pramod Gupta (DIN: 06576759), Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Pratik Pramod Gupta (DIN: 06576759) has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013.

The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.

16. NUMBER OF BOARD MEETINGS, GENERAL MEETINGS AND COMMITTEE MEETINGS

A. BOARD MEETINGS

The Board of Directors duly met 05 times during the year for which proper notices were given and the proceedings were properly recorded in the Minutes Book maintained for the purpose.

Date of Board meeting	Number of Directors as on the date of meeting	Number of directors who attended the Board meeting
01 22/05/2025	5	5
02 30/05/2025	5	5
03 03/09/2025	4	4
04 13/11/2025	5	5
05 27/01/2026	5	5

B. GENERAL MEETINGS

Pursuant to the provisions of the Companies Act, 2013 and the rules framed thereunder, one General Meeting of the Companys members were convened during the financial year ended March 31, 2026. The details of the meetings are as follows:

Date of General meeting	General Meeting	Number of members who attended the General meeting
01 29/09/2025	Annual General Meeting	7

C. COMMITTEE MEETINGS

1. Name of committee: Audit Committee

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. The Composition of Audit Committee as on March 31, 2026 is mentioned below:

Name of the Directors	Designation in the Committee	Nature of Directorship	Number of Meetings Held during the FY 2025-26		% of Attendance
			Held	Attended
Satish Chandra Sharma	Chairperson	Independent Director	4	4	100%
Priyanka Agarwal	Member	Independent Director	4	4	100%
Varun Gupta	Member	Managing Director	4	4	100%

2. Name of committee: Stakeholder Relationship Committee

Name of the Directors	Designation in the Committee	Nature of Directorship	Number of Meetings Held during the FY 2025-26		% of Attendance
			Held	Attended
Satish Chandra Sharma	Chairperson	Independent Director	1	1	100%
Priyanka Agarwal	Member	Independent Director	1	1	100%
Niranjan Dev Sarma	Member	Non Executive Director	1	1	100%

3. Name of committee: Nomination and Remuneration Committee

Name of the Directors	Designation in the Committee	Nature of Directorship	Number of Meetings Held during the FY 2025-26		% of Attendance
			Held	Attended
Satish Chandra Sharma	Chairperson	Independent Director	1	1	100%
Priyanka Agarwal	Member	Independent Director	1	1	100%

4. Name of committee: Corporate Social Responsibility (CSR) Committee

The provision of Section 135 (CSR Committee) of the Companies Act, 2013 and the rules made there under were not applicable to the Company and hence the Company was not required to formulated committee during the financial year under review.

D. INDEPENDENT DIRECTOR MEETING

Name of the Directors	Designation in the Committee	Nature of Directorship	Number of Meetings Held during the FY 2025-26		% of Attendance
			Held	Attended
Satish Chandra Sharma	Chairperson	Independent Director	1	1	100%
Priyanka Agarwal	Member	Independent Director	1	1	100%

17. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company has established a robust the Vigil Mechanism policy that provides a formal mechanism for all Directors, employees and vendors of the Company to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct or Ethics Policy.

The Vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc.

However, During the year no concerns about unethical behavior, actual or suspected fraud or any violation has been reported to the Committee.

The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Companys website: https://divyadhan.in

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year 2025-26, the Company did not grant any loan or provide any guarantee or made any investment in securities as per the provisions of section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 20t3 including certain arms-length transactions under third proviso thereto are disclosed in Form No. AOC -2 marked as Annexure-B.

20. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised Material changes proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The disclosure to be made under sub-section (3) (m) of Section 134 of the Companies Act 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 by our Company are explained as under:

a) The details with repect to Conservation of Energy is mentioned herein below:

Particulars	Details
1. the steps taken or impact on conservation of energy	The Company undertakes regular monitoring of energy consumption at construction sites and hotel properties. Energy-efficient lighting systems such as LED lights, and controlled operating schedules have been implemented to minimize energy consumption.
2. the steps taken by the company for utilising alternate sources of energy	The Company encourages the use of renewable and alternate energy sources wherever feasible. Solar energy is utilized for water heating, outdoor lighting, and common area illumination at hotel properties. At construction sites, energy- efficient equipment and low-energy temporary power solutions are adopted.
3. the capital investment on energy conservation equipments	No Capital investment was made on energy conservation equipments

b) The details with repect to Technology Absorption is mentioned herein below:

Particulars	Details
(i) the efforts made towards technology absorption;	The Company continued to make efforts towards adoption and absorption of technology in its business operations, as considered appropriate from time to time. The Company remains committed to adopting suitable technological advancements to improve operational efficiency and productivity.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	The adoption and use of technology, wherever applicable, have contributed towards improvement in operational efficiency, productivity and quality of products/services. The Company continues to evaluate and implement appropriate technological measures with a view to achieving cost efficiencies, improving processes and enhancing overall business performance.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	No Technology was imported during financial year 2025-26.
(a) the details of technology imported;	NA
(b) the year of import;	NA
(c) whether the technology been fully absorbed;	NA
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NA
(iv) the expenditure incurred on Research and Development.	No Expenditure was made on R&D during the year.

c) Foreign Exchange Earning & Outgo:

There company had no foreign exchange earning & outgo during the financial year under review.

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

The Board has adopted system of internal control to ensuring the orderly and efficient conduct of its business, including adherence to the Companys Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company is in the process of strengthening its Internal Financial Control System considering present financial situation, and other recent developments.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2025-26 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure C. Management Discussion and Analysis form an integral part of this Report which gives details of the overall industry structure, economic developments, performance, and state of affairs of the Companys various businesses.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with applicable secretarial standards issued by the Institute of Company Secretaries of India.

25. DETAILS OF THE AMOUNT RECEIVED FROM DIRECTORS OR RELATIVES OF DIRECTORS PURSUANT TO COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014.

During the financial year 2025-26, no amount had been received from directors or relatives of directors pursuant to provisions of Companies (Acceptance of Deposits) rules, 2014.

26. ANTI SEXUAL HARASSMENT POLICY OF WOMEN AT THE WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed of during the current financial year.

Number of Sexual HarassmentComplaints received: Nil

Number of Sexual HarassmentComplaints disposed of: Nil

Number of Sexual Harassment Complaints pending beyond 90 days: NIL

Further an Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

27. Maintenance of cost records as specified bv the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required bv the Company and accordingly such accounts and records are made and maintained

The provisions relating to cost records as specified under Section 148(1) of the Companies Act, 2013 are applicable to the Company.

28. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR OTHER THAN THOSE THAT ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There was no fraud reported in the Company during the Financial Year ended on 31st March, 2026. This is also ssupported by the report of the auditors of the Company as no fraud has been reported in their audit report for the Financial Year ended 31st March, 2026.

29. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

30. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING A LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No valuation has been obtained by the Company during the year under review, hence, the question of the difference between the amount of valuation does not arise.

31. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY;

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The risk aspects are reviewed to ensure that executive management control risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been implemented in areas such as business, project execution, financial, human, environmental and statutory compliance.

The Risk Management Policy is available on: weblink https://divyadhan.in/wp- content/uploads/2024/05/Risk- Management-Policy.pdf

32. A STATEMENT INDICATING THE COMPLIANCE WITH RESPECT TO MATERNITY BENEFIT ACT.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

33. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

The number of employees during the financial year 2025-26 is as follows:

Female - 9 Male - 63 Transgender - 0

34. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149.

In terms of the provisions of section 149 of the Act, the independent directors on the Board of your Company as on the date of this report are Ms. Priyanka Agarwal (DIN: 08089006) and Mr. Satish Chandra Sharma (DIN: 06644259).

The Company has received declaration pursuant to section 149 of the Act from all the independent directors stating that they meet the criteria of independence as provided in Section 149 of the Act and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder and have complied with the code for independent directors prescribed in Schedule IV to the Act.

35. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company.

36. BOARD EVALUATION:

Pursuant to Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(p) of the Companies Act, 2013, a separate exercise was carried out to evaluate the performance of individual Directors, Board, its committees including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its committees. The Directors expressed their satisfaction with the evaluation process.

37. INTERNAL AUDIT:

Pursuant to the provision of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Mr. Sandeep Kumar an employee of the Company as an Internal Auditor of the Company the for financial year 2025-26.

38. COST AUDIT:

As per the Cost Audit Rules and/or Orders, Cost Audit was not applicable to the Company for the financial year ended on 31st March, 2026.

39. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of -

(a) listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

(b) listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); the compliance with the provisions of Corporate Governance does not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

40. ACKNOWLEDGEMENTS

An acknowledgment to all with whose help, co-operation and hard work the Company is able to achieve the results.