Equilateral Enterprises Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the Companies 39^th Annual Report and the Companys Audited Financial Statements or the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS- AT A GLANCE Overall Performance of your Company:

The Financial Year 2025-26 had been fortunate for the Company as your Company has shown an exceptional performance during the year under review.

The Net Profit of your Company has increased to Rs.23.66 Lakhs in the Financial Year 2025-26 as compared to a net profit of Rs. 18.22 Lakhs in the Financial Year 2024-25. The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below:

(In Lakhs)

PARTICULARS	Standalone
	For the Financial year ended March 31, 2026	For the Financial year ended March 31, 2025
Income from Business Operations	5877.88	1512.74
Other Income	145.92	127.27
Total Income	6023.80	1640.01
Less: Expenditure except Depreciation	5995	1621.89
Profit/Loss before Depreciation and Tax	28.8	18.34
Less: Depreciation	4.78	0.11
Profit/Loss before Tax	24.02	18.23
Less: Tax Expense	-	-
Add: Deferred Tax Asset	0.36	0.01
Add: MAT Credit Entitlement	-	-
Less: Prior Period Taxes	-	-
Net Profit/Loss after tax	23.66	18.22
Add: Other Comprehensive Income	-	-
Net Profit/Loss for the period	23.66	18.22
Earnings per share:
Basic	0.19	0.15
Diluted	0.19	0.15

1. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS UNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013

During the financial year under review, the Company recorded a significant improvement in its operational performance. The revenue from operations on a standalone basis increased substantially to Rs. 5,877.88 Lakhs as against Rs. 1,512.74 Lakhs in the previous financial year, reflecting robust business growth and enhanced operational activities. Despite the increase in operating and other business-related costs during the year, the Company reported an Earnings Before Tax (EBT) of Rs. 23.66 Lakhs, as compared to Rs. 18.23 Lakhs in the previous financial year.

The Profit After Tax (PAT) for the financial year stood at Rs. 23.66 Lakhs, as against Rs. 18.22 Lakhs in the preceding financial year, demonstrating a steady improvement in the Companys profitability. Consequently, the Earnings Per Share (EPS) increased to Rs. 0.19 per equity share as compared to Rs. 0.15 per equity share in the previous financial year. Your Directors are pleased with the Companys overall operational performance during the year. The management remains committed to strengthening the Companys business operations, improving operational efficiencies, and creating sustainable value for all stakeholders.

2. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

In order to conserve financial resources for future growth and expansion, and to re-invest the earnings back into the business operations of the Company, your Board of Directors does not recommend any dividend on the Equity Shares for the financial year under review.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2025-26 have been prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

5. SHARE CAPITAL

There was no change under the Share Capital as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2025-26.

As on 31^st March, 2026, paid-up share capital of the Company stood at Rs. 12,33,17,000/- consisting of 1,23,31,700 Equity Shares of Rs. 10/- each.

6. FINANCE

Cash and cash equivalent as at March 31, 2026 was Rs. 88.38/- Lacs. Against Rs. 28.05/- Lacs last year.

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

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.

8. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013. There were no unclaimed deposits at the end of the Financial Year i.e. 31^st March 2026.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2025-26 the Company has no Subsidiary Companys within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient feature of financial statements of the Companys subsidiary required to be mentioned in Form AOC-1 is not applicable.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report.

11. CHANGE IN DIRECTOR(S) /KEY MANAGERIAL PERSONNEL(S) DURING THE YEAR

During the Financial year ended 2025-2026 under review, there is No change in Director and KMP of the Company.

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013. None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors Report.

As required under Regulation 36(3) of the Listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re appointment has been given in the notice of Annual General Meeting. During the year under review, no other changes took place in the composition of the Board of Directors of the Company. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

Name	Designation	DIN	Number of Board Meeting attended	Last AGM attended	Last EOGM attended
Pratikkumar Sharadkumar Mehta	Managing Director	06902637	6	1	1
Kartik Sharadkumar Mehta	Director	10690916	6	1	1
Anant Chourasia	Independent Director	09305661	5	1	1
Tanay Ojha	Independent Director	07187696	6	1	1
Honey Agarwal	Independent Director	10401335	6	0	1

RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company.

During the year under review, One Directors named as Mr. Kartik Sharadkumar Mehta is liable to retire by rotation. 12. SECRETARIAL STANDARDS

The Board of Directors of the company states that, during the year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

In accordance with the provisions of Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations, all Independent Directors of the Company have submitted the requisite written declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that they are independent of the management. The Board has taken on record the said declarations after due assessment. All Independent Directors of the Company have valid registrations in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and have complied with the applicable proficiency and renewal requirements prescribed thereunder. The Board, after due review and evaluation, is of the opinion that all Independent Directors consistently demonstrate integrity, expertise, and experience, and are significantly contributing to the governance of the Company. Additionally, all Directors of the Company have confirmed that there are no disqualifications against them for appointment as directors in accordance with Section 164 of the Companies Act, 2013.

14. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2026 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Companys website and can be accessed at https://equilateral.in.

15. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

The Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY 2025-26. Accordingly, the Annual Report of the Company for FY 2025-26 is being sent only by email to the members, and all other persons/entities entitled to receive the same. This Annual Report, along with other documents, is also available on the Companys website at https://equilateral.in/ . 16. AVAILABILITY OF INFORMATION TO THE BOARD:

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairman, the company secretarys responsibility includes ensuring good information flows within the board as well as between senior management and non-executive directors.

The following information, inter alia, is provided to the directors of the company:

- Quarterly results for the company.

- Details of meetings of audit committee and other committees of the board.

- General notices of interest received from directors.

- Show cause, demand, prosecution notices and penalty notices which are materially important.

- Any material default in financial obligations to and by the company.

- Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company.

- Non-compliance of any regulatory, statutory duty.

- Legal compliance reports and details of payment of statutory dues.

- Capital budgets and any updates if required.

17. NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

Meetings of Board of Directors

During the financial year ended on March 31, 2026, 6 (six) Board Meetings were duly held on 30^th May 2025, 12^th Aug 2025, 04^th Sep 2025, 14^th Nov 2025, 06^th Jan 2026, 14^th Feb 2026. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report. Further, during the year, a separate meeting of the Independent Directors of the Company was held on 20^th March, 2026 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Mr. Tanay Ojha (Chairperson), Mr. Pratikkumar Sharadkumar Mehta and Mr. Anant Chourasia as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Mr. Tanay Ojha, (Chairperson), Mr. Anant Chourasia and Ms. Honey Agrawal as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders Relationship Committee of the Company comprises of Mr. Tanay Ojha, (Chairperson), Mr. Pratikkumar Sharadkumar Mehta and Mr. Anant Chourasia as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 &22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

SHAREHOLDERS MEETINGS

The Company held its most recent Extra Ordinary General Meeting on Monday, February 02, 2026. 18. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.

The Board carried out a formal annual performance evaluation as per the criteria/ framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

19. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) and Section 178 of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations, the Company has instituted a structured framework for the annual performance evaluation of the Board as a whole, its Committees, and Individual Directors.

20. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR).

21. STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION ORADVERSE REMARKS

ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITORS

Your Companys Statutory Auditors, M/s. SSRV& Associates, Chartered Accountants (Firm Registration No. 135901W), were appointed as the Statutory Auditors from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company. The Audit Committee considering the performance and reputation of M/s. SSRV& Associates, Chartered Accountants recommended for its reappointment in compliance of Section 139 of the Companies Act 2013. Based on recommendation of Audit Committee, the Board has proposed for reappointment of M/s. SSRV& Associates, Chartered Accountants for the second term of five consecutive years commencing from the conclusion of 39th Annual General Meeting up to the conclusion of 44th Annual General Meeting of the Company for approval of the shareholders at the ensuing AGM. M/s. SSRV& Associates have consented to the said reappointment, and confirmed that their re-appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Auditors report to the shareholders on the standalone financial statement of the Company for the financial year ended on 31st March 2026 does not contain any qualification, reservation or adverse remark or disclaimer.

Qualification(s) and Directors comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification(s). Also, the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

At the 38th Annual General Meeting held on September 30, 2025, the members appointed M/s. Nitesh Chaudhary & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive years (April 1, 2025, to March 31, 2030), in compliance with Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations. Secretarial Audit Report

The Secretarial Audit Report for the FY 2025-26 as submitted by Secretarial Auditor in Form MR-3 is annexed as "Annexure I" and forms part of this Report".

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report confirming compliance with all applicable SEBI Listing Regulations and Guidelines for the financial year ended 31 March 2026 has been duly submitted to the Stock Exchange(s) within the prescribed timelines. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer for the year under review.

This report is unqualified and self-explanatory and does not call for any further comments/explanations.

C. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

D. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed Ms. Niyati Hirenbhai Prajapati as the Internal Auditor of the Company.

The Internal Auditor conducts periodic audits of the Companys operations, financial processes, and internal control systems to assess their adequacy and effectiveness. Internal audit reports are placed before the Audit Committee of the Board for review and appropriate action on a periodic basis.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section143 (12) of Companies Act, 2013 and Rules framed thereunder.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186

OF THE COMPANIES ACT, 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review.

24. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2025-26, Your Company has not made any contracts or arrangements with related Parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. All the transactions made on arms length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure II" and forms part of this Report.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE

OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Except as stated below, there have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report. During the financial year under review, the Registered Office of the Company was shifted outside the local limits of the city but within the same State and under the jurisdiction of the same Registrar of Companies ("ROC"), with effect from 02 February 2026. The aforesaid change in the Registered Office was carried out in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The shifting of the Registered Office is administrative in nature and has no material impact on the operations, financial position, business activities, or profitability of the Company

26. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

27. EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not allotted any Equity Shares to any employees of the Company under ESOP.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN

STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Companys operations.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2025-26, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

30. 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

During the year under review, there were no loans taken from Bank & Financial Institution. Hence this clause is not applicable on the Company.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO UNDER SECTION

134(3)(m) OF THE COMPANIES ACT, 2013

The requisite information about conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

Sl. No. Conservation of energy	Remarks
1. the steps taken or impact on conservation of energy	NIL
2. the steps taken by the company for utilizing alternate sources of energy	NIL
3. the capital investment on energy conservation equipment	NIL

 

Sl. No. Technology absorption	Remarks
1. the efforts made towards technology absorption	NIL
2. the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
4. the details of technology imported	NIL
5. the year of import	NIL
6. whether the technology been fully absorbed	NIL
7. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
8. the expenditure incurred on Research and Development	NIL

 

Sl. No. Foreign exchange earnings and Outgo	Remarks
1. The Foreign Exchange earned in terms of actual inflows during the year	NIL
2. The Foreign Exchange outgo during the year in terms of actual outflows	NIL

Further, there were no foreign exchange earnings and outgo during the year under review. 32. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in the normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

33. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134(3)(o) OF THE COMPANIES ACT, 2013

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the Financial Year 2025-26, as the Company does not satisfy any of the prescribed thresholds relating to net worth, turnover or net profit as specified under the said provisions. Accordingly, the Company was not required to constitute a Corporate Social Responsibility (CSR) Committee, formulate a CSR Policy or incur any expenditure towards CSR activities during the year under review. The Board confirms that the Company shall comply with the applicable provisions of Section 135 of the Companies Act, 2013 as and when the same become applicable in future.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at https://equilateral.in/wp-content/uploads/2023/12/Whistle-Blower-Policy.pdf

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

35. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
0	0	0	0

36. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31^stMarch, 2026 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

38. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of companies which shall comply with the Ind AS in preparation of the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of the companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was applicable and mandatory to the company for the accounting period beginning from 1 April 2017. The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information for the year ended 31 March 2026 as well as the financial statements on the date of transition i.e. 1 April 2016

39. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

40. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Particulars of remuneration of Employees during the year 2025-26 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-III" and forms part of this Report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Nil

(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Nil (ii) the percentage increase in the median remuneration of employees in the financial year; Nil (iii) the number of permanent employees on the rolls of company; 5 (iv) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Nil Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-III" and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

41. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc.

42. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has a structured Familiarization Program for Independent Directors to familiarise them with the Companys business, operations, industry, roles, rights, and responsibilities. At the time of appointment and on an ongoing basis, Independent Directors are provided with relevant information about the Companys operations, business environment, and regulatory framework to enable them to effectively discharge their duties. Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors of the Company and are also available on the Companys website in compliance with the SEBI Listing

Regulations.

The equity shares of the Company are presently listed at BSE Limited. Annual Listing Fees for the Financial 2025-26 has been paid by the Company.

44. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

45. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("SEBI PIT Regulations"), the Company has adopted and implemented a comprehensive framework to regulate, monitor and report trading by Designated Persons and their Immediate Relatives. The Company has in place:

Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons;

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI");

Policy and procedures for inquiry in case of leak or suspected leak of UPSI;

Legitimate Purpose Policy forming part of the Code of Fair Disclosure; and

Structured Digital Database (SDD) in compliance with Regulation 3(5) of the SEBI PIT Regulations.

The Company has maintained a Structured Digital Database containing the details of persons with whom Unpublished Price Sensitive Information has been shared, along with the nature of UPSI, the names of such persons, Permanent Account Number or such other identifier authorised by law (where applicable), and the date and time of sharing of such information. The Structured Digital Database is maintained internally with adequate security controls and audit trail and is preserved in accordance with the requirements of the SEBI PIT Regulations. The Company has established adequate internal controls and procedures to ensure that UPSI is shared strictly on a need-to-know basis and only for legitimate purposes in accordance with the applicable provisions of the SEBI PIT Regulations. During the Financial Year 2025-26, the Company has complied with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also ensured timely closure of the Trading Window around the declaration of financial results and other UPSI events, obtained the necessary disclosures from Designated Persons and monitored compliance with the Code of Conduct on a periodic basis. The Board of Directors confirms that, to the best of its knowledge, there was no instance of non-compliance with the Companys Code under the SEBI PIT Regulations requiring any regulatory action during the Financial Year under review.

46. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI (LISTING OBLIGATIONS

AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

47. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT,2013

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors hereby state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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 & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period;

(c) The Directors had taken proper & 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 & detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively throughout the Financial Year ended 31st March, 2026.

(f) 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.

48. PERSONNEL & INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company and expects continued support, higher level of productivity for achieving the targets set for the future.

49. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

50. LISTED ON STOCK EXCHANGES:

The Company is listed with BSE Limited (BSE).

51. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

52. CHANGE IN REGISTERED OFFICE

During the Financial Year under review, the Registered Office of the Company was shifted outside the local limits of the city but within the same State and same ROC jurisdiction with effect from 02 February 2026. Accordingly, the Registered Office of the Company was shifted from: B-9, Industrial Estate, Partapur, Meerut, Uttar Pradesh 250103

The aforesaid change was carried out in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. The necessary filings and intimations, as required, were duly made with the Registrar of Companies and Stock Exchanges. The shifting of the Registered Office does not affect the operations, financial position, or business activities of the Company.

53. MARKET AND FUTURE PROSPECTS

A detailed overview of the industry structure, opportunities, risks, outlook, and future prospects of the Company is provided in the Management Discussion and Analysis Report, which forms an integral part of the Annual Report. The Management Discussion and Analysis Report provides comprehensive insights into the macroeconomic environment, sectorial developments, operational performance, risk management framework, and strategic initiatives undertaken by the Company.

54. BOARD POLICIES

All prescribed policies (CSR, Remuneration, Risk Management, Whistleblower, Related Party Transactions, etc.) are approved and adopted by the Board, reviewed as required, and published on the Company website.

55. ARCHIVAL POLICY

The Company has adopted an Archival Policy in accordance with the requirements of SEBI Listing Regulations. The policy is available on the Companys website.

56. CEO / CFO CERTIFICATION

Pursuant to the requirements of Regulation 17(8) read with Schedule II of the SEBI Listing Regulations, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company have issued the prescribed certification to the Board of Directors. The certification confirms that the financial statements and other financial information present a true and fair view of the Companys affairs, and that appropriate internal controls and financial reporting systems are in place and operating effectively. It also confirms compliance with applicable laws and that no material irregularities have been observed during the year. The CEO/CFO Certificate forms part of the Corporate Governance Report included in the Annual Report.

The Board of Directors states that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review: I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme.

III. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

IV. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. V. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

58. MATERNITY BENEFIT COMPLIANCE,

The Company hereby confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including the provision of maternity leave and benefits to eligible women employees, as applicable during the financial year 2025 26.

59. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to the Financial Statements, commensurate with the size, scale and nature of its business operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the preparation of financial statements in accordance with the applicable accounting standards, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The Company has established appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, maintenance of proper accounting records and compliance with applicable laws and regulations. The Internal Financial Control framework of the Company is supported by documented policies, Standard Operating Procedures (SOPs), defined authority matrix, periodic management reviews and internal audit mechanisms. The Audit Committee periodically reviews the adequacy and effectiveness of the Internal Financial Controls and monitors the implementation of audit recommendations and corrective actions. Based on the evaluation carried out by the Management, Internal Auditors and Statutory Auditors, the Board of Directors is of the opinion that the Company has, in all material respects, an adequate Internal Financial Control system with reference to Financial Statements and that such controls were operating effectively throughout the Financial Year ended 31st March, 2026. During the year under review, no material weakness, significant deficiency or reportable weakness in the design or operation of the Internal Financial Controls was observed that could have adversely affected the Companys ability to record, process, summarize and report financial information. The Board believes that the existing Internal Financial Control framework provides reasonable assurance regarding the effectiveness of financial and operational controls, compliance with applicable statutes and regulations, and protection of the Companys assets.

60. ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

For and on behalf of the Board
For Equilateral Enterprises Limited
Sd/-	Sd/-
Kartik Sharadkumar Mehta	Pratikkumar Sharadkumar
Non-Executive	Mehta
Non-Independent Director	Managing Director
DIN: 10690916	DIN: 06902637
Place: Surat
Date: 02.09.2026