Essar Ports Ltd Directors Report

To the Members of Essar Ports Limited

Your Directors take pleasure in presenting the Fiftieth Annual Report of your Company together with the Audited Financial Statements for the year ended March 31,2026.

1. FINANCIAL RESULTS

The summary of consolidated and standalone financial results of your Company for the year ended March 31,2026 are furnished below:

( in lakhs)

Particulars	Consolidated		Standalone
	For the year ended March 31, 2026	For the year ended March 31, 2025	For the year ended March 31, 2026	For the year ended March 31, 2025
Total Revenue	3013.25	2132.86	3013.25	2132.86
Total Expenses	1431.19	1554.82	1431.19	1554.82
EBITDA	1629.07	649.53	1629.07	649.53
Share of Profit of an Associate	1713.36	1051.16	-	-
Profit for the year	3168.94	1629.98	1455.59	578.82

2. DIVIDEND

Considering the funds requirement for meeting the operations, the Board has not recommended any dividend for the financial year ended March 31, 2026.

3. MANAGEMENT DISCUSSION & ANALYSIS

The discussion and analysis hereunder covers Companys financial performance and business outlook for the year 20252026. This outlook is based on assessment of the current business environment and Government policies. The change in future economic and other developments are likely to cause variation in this outlook.

Economic Outlook:

In India, the economic outlook for FY 2026-27 remains resilient, supported by strong domestic demand, continued public investment, and improving macroeconomic stability. Following robust GDP growth of approximately 7.7%, India continues to be among the fastest-growing major economies globally, driven by strong performance in the services sector, resilient rural consumption, and sustained momentum in manufacturing and construction activities. Government initiatives such as the PM Gati Shakti National Master Plan, Sagarmala Programme, National Infrastructure Pipeline (NIP), and Production-Linked Incentive (PLI) schemes continue to strengthen infrastructure, logistics, and industrial development, supporting long-term economic growth.

Inflationary pressures have moderated significantly, with consumer price inflation expected to remain within the Reserve Bank of Indias target range of around 4%, supported by stable food prices, improved agricultural output, and prudent monetary policy. The governments focus on fiscal consolidation, alongside measures to stimulate investment and consumption, is expected to further strengthen business confidence and economic activity.

On the external front, services exports remain a key growth driver, particularly in information technology and business services, while foreign direct investment continues to benefit from Indias improving business environment and expanding manufacturing base. Foreign exchange reserves remain at comfortable levels, providing resilience against external shocks and supporting macroeconomic stability.

However, risks persist in the form of geopolitical uncertainties, volatility in global energy prices, evolving trade policies, and potential supply chain disruptions. Despite these challenges, strong domestic fundamentals, ongoing structural reforms, and sustained infrastructure investment are expected to support Indias growth trajectory and reinforce its position as one of the worlds leading emerging economies.

Industry Outlook:

Ports

Indian Scenario:

Indias maritime sector maintained strong growth momentum in FY 2025-26, with major ports handling a record 915 million tonnes (MMT) of cargo, registering a 7.1% year-on-year increase and surpassing the annual target of 904 MMT. The growth was driven by higher container traffic, petroleum and crude oil cargo, coal imports, fertilizers, and improved logistics efficiency across the port ecosystem. Enhanced trade activity, resilient domestic demand, and continued infrastructure investments supported the sectors performance.

Container cargo remained a key growth segment, supported by increasing EXIM trade, expansion of domestic manufacturing, and the development of transshipment capabilities. Ports such as Jawaharlal Nehru Port, Chennai Port, and Vizhinjam International Seaport reported significant growth in container volumes, reflecting Indias ambition to reduce dependence on foreign transshipment hubs and strengthen its position in global maritime trade networks.

Indias port infrastructure capacity continued to expand during FY 2025-26, supported by investments in berth mechanization, terminal modernization, and multimodal connectivity projects. The combined capacity of major ports is estimated to have exceeded 1,700 MMT, providing sufficient headroom for future cargo growth while maintaining comfortable capacity utilization levels. Improved rail-road-port connectivity and logistics integration have enhanced operational efficiency and reduced vessel turnaround times across key ports.

From a cargo mix perspective, POL (petroleum, oil and lubricants), containerized cargo, coal, iron ore, fertilizers, and other dry bulk commodities remained the primary contributors to overall throughput. POL cargo continued to account for the largest share of cargo handled, reflecting Indias growing energy requirements, while container traffic recorded one of the fastest growth rates due to increasing manufacturing exports, e-commerce activity, and supply-chain diversification. Dry bulk commodities, particularly coal and iron ore, remained significant drivers of port activity, supported by demand from the power and steel sectors.

Policy support remains strong, with continued implementation of the Sagarmala Programme, port-led industrialization initiatives, and the Governments Maritime Amrit Kaal Vision 2047, which focuses on capacity augmentation, logistics integration, digitalization, and green port development. The proposed Indian Ports Bill, 2025 is expected to enhance regulatory uniformity, improve governance standards, and encourage greater private sector participation. Additionally, 100% FDI in port infrastructure and strengthened PPP frameworks continue to attract domestic and international investments.

On the external front, geopolitical tensions, supply-chain disruptions, and trade route uncertainties remain key challenges. However, strategic initiatives such as the India- Middle East-Europe Economic Corridor, growing coastal shipping volumes, and the emergence of India as a regional transshipment hub are expected to strengthen the sectors long-term outlook. Overall, the Indian ports industry remains well-positioned for sustained growth, supported by rising cargo volumes, expanding capacity, favorable policy reforms, and continued infrastructure investment.

Performance Overview:

The Company has been efficiently operating an all-weather terminal at Salaya, Jamnagar, Gujarat, India, since December 2017. The Salaya Port has a handling capacity of 20 MMT fully mechanized 380 meter berth with one ship loader of rated capacity of 1500 TPH and two ship unloaders of rated capacity of 2500 TPH. The berth is connected to stockyard via 12.8 Km long conveyor belt. Essars Salaya Port is the deepest draft port of 14 m in the Saurashtra region. The Company would continue to lead innovative practices, adoption of technology and setting examples in the regions. Company has handled 5.05 MMT Cargo in FY 2026.

Financial Highlights:

The key consolidated financial performance highlights for the year are as below:

Total Revenue was 30.13 cr.

EBITDA for the year was 16.29 cr.

Share of Profit of an Associate was 17.13 cr.

Net Profit for the year was 31.68 cr.

Awards:

Your Company has been awarded over the year by various institutions for best practices in Health, Safety, Environment and Quality related categories. Below is the list of awards and accolades won by your Company:

- In November 2025, the EPL port was honored with the prestigious Green Port of the Year award for its outstanding eco-friendly cargo handling practices, a recognition bestowed by the Mission Energy Foundation.

- In December 2025, the EPL port received the Gold Award for Safety Excellence from the Greentech Foundation, acknowledging its rigorous safety protocols and dedication to maintaining a secure working environment for all employees and stakeholders.

- In Feb 2026, EPL received CSR Excellence in Environment Conversation under the India CSR Initiatives & Social Impact Award at the National Leadership Summit & Awards 2026

- In March 2026, EPL achieved the International Safety Award from the British Safety Council, further solidifying its reputation for prioritizing safety and best practices in the industry on a global scale. This award reflects the ports continuous efforts to enhance safety measures and promote a culture of safety awareness.

4. RISK, OPPORTUNITY AND THREATS:

Risks

Geopolitical tensions across key maritime trade routes, particularly in the Red Sea, Middle East, and parts of Eastern Europe, continue to pose significant risks to global shipping and port operations. Ongoing disruptions have resulted in route diversions, longer transit times, elevated freight rates, and increased insurance costs, impacting cargo movement and supply chain reliability. Volatility in global crude oil prices and foreign exchange fluctuations may further increase operating costs for shipping lines and logistics providers. Additionally, as ports become increasingly digitalized, cybersecurity threats— including ransomware attacks, data breaches, and disruption of critical port systems—remain a growing concern. Climate- related risks, including extreme weather events, cyclones, and rising sea levels, are also increasing operational vulnerabilities for coastal infrastructure and port assets.

Opportunities

Indias emergence as a preferred manufacturing and export destination under the global "China+1" diversification strategy continues to create significant opportunities for the ports sector. Rising investments in sectors such as electronics, renewable energy equipment, automobiles, and semiconductors are expected to drive higher containerized and value-added cargo volumes. The Governments continued focus on port-led development through the Sagarmala Programme, PM Gati Shakti National Master Plan, and Maritime Amrit Kaal Vision 2047 is expected to accelerate capacity expansion, logistics integration, and multimodal connectivity. Furthermore, investments in automation, artificial intelligence, smart-port technologies, green shipping corridors, shore-power facilities, and renewable energy integration are expected to improve operational efficiency and support sustainability objectives.

Threats

Global trade growth remains susceptible to economic slowdowns, protectionist policies, and shifting supply chain strategies, which could affect cargo volumes and port utilization levels. Increasing competition from established regional transshipment hubs in the Middle East and Southeast Asia may challenge Indias ambition to become a leading maritime gateway. Rising environmental compliance requirements, including decarbonization mandates and stricter emissions regulations from international maritime bodies, could increase capital expenditure requirements for port operators and associated stakeholders. Domestically, delays in hinterland connectivity projects, land acquisition challenges, and execution risks associated with large-scale infrastructure developments may constrain capacity utilization and throughput growth. Additionally, intensified competition among ports for cargo volumes and shipping line partnerships may exert pressure on tariffs, margins, and long-term market share.

Internal Control systems and their adequacy:

The Company has put in place strong internal control systems and process to commensurate with its size and scale of operations. Some of the key features of the Companys internal control systems are:

V Adequate documentation of Financials, Company Policies and Guidelines.

V Preparation of Annual Budget plan through monthly review for all operating entities at Management level.

V The Company has a management system which runs on a one-on-one monitoring activities with all entities whenever required.

V The Company has a well-defined allocation of power with authority limits for approving revenue and Capex expenditure which is reviewed and suitably amended on an annual & monthly basis by the Senior Management.

5. HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

As on March 31, 2026, the following were the Holding, Subsidiaries and Associates of your Company:

Sl. No.	Name of the Companies	Holding/ Subsidiary/ Associate	% of Equity Capital
1.	Essar Ports & Terminals Limited	Holding	97.77%
2.	Essar Bulk Terminal (Salaya) Limited	Associates	34.22%*

* Percentage of holding calculated on diluted basis.

A statement containing the salient features of the financial statements of the subsidiary/ associate companies, in Form AOC-1, has been enclosed as an annexure to this report.

6. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in ordinary course of the business and on an arms length basis. Details of material related party transaction entered during the financial year 2025-26 are provided in the prescribed form AOC-2 as an annexure to this report.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report.

8. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

Composition of Board of Directors as on March 31,2026:

Sl. No.	DIN	Name of the Directors	Designation
1.	00489888	Dr. Haseeb Drabu	Non-Executive Director
2.	01822280	Mr. Ashish Vijay Rajgarhia	Non-Executive Director
3.	01256347	Dr. Jose Paul	Independent Director
4.	00284649	Capt. B. S. Kumar	Independent Director
5.	00202779	Mr. Nikhil Naik	Nominee Director
6.	02393781	Mr. Anshumali Dwivedi	Whole-time Director and CFO

The following Directors and Key Managerial Personnel were appointed/ got resigned / Change in designation during the financial year:

Sl. No.	Name of the Directors	DIN / PAN	Designation	Date of Appointment/ Resignation/ Change in Designation	Remarks
1	Mr. Rakesh Kankanala	07413365	Non Executive Director	June 16, 2025	Resignation
2	Mr. Srinivasan Vaidyanathan	00601013	Non Executive Director	July 08, 2025	Resignation
3	Dr. Haseeb A. Drabu	00489888	Additional Non Executive Director	June 19, 2025	Appointment
4	Mr. Anshumali Dwivedi	02393781	Whole-time Director	April 25, 2025	Change in Designation
5	Mr. Ashish Vijay Rajgarhia	01822280	Non Executive Director	September 26, 2025	Change in Designation
6	Dr. Haseeb A. Drabu	00489888	Non Executive Director	September 26, 2025	Change in Designation

Your Board places on record its appreciation for the valuable contributions made by the Directors/ KMPs in the growth and progress of the Company during their tenure.

As on March 31, 2026, following are the Key Managerial Personnel of your Company:

- Mr. Anshumali Dwivedi -- Whole time Director & Chief Financial Officer

- Mr. Bhawani Shankar Thanvi - Company Secretary

The following Directors and Key Managerial Personnel were appointed/ got resigned after closure of the financial year:

Sl. No.	Name of the Directors	DIN	Designation	Date of Appointment/ Resignation	Remarks
1	Mr. Ashish Vijay Rajgarhia	01822280	Wholetime Director and CEO	May 22, 2026	Change in Designation

Approval of the members is being sought at the ensuing Annual General Meeting of the Company for -

1. To receive, consider and adopt:

a. The Audited Standalone Profit and Loss Account for the year ended March 31, 2026 and the Audited Balance Sheet and Cash Flow Statement as on that

date together with the schedules and notes thereto

(Financial Statements) and the Reports of the Board of Directors and Auditors thereon.

b. The Audited Consolidated Profit and Loss Account for the year ended March 31, 2026 and the Audited Balance Sheet and Cash Flow Statement as on that

date together with the schedules and notes thereto (Consolidated Financial Statements) and the Report of the Auditors thereon.

2. To appoint a Director in the place of Mr. Ashish Vijay Rajgarhia (DIN 01822280) who retires by rotation and being eligible, offers himself for re-appointment.

3. Appointment of M/s Walker Chandiok & Co LLP,

Chartered Accountants (Firm Registration no.: 001076N/ N500013), as a Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 55^th AGM of the Company to be held in the year 2031.

4. Appointment of Mr. Ashish Vijay Rajgarhia (DIN

01822280) as a Whole-time Director of the Company, liable to retire by rotation, for a period of three years with effect from May 22, 2026.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

AND ATTENDANCE OF THE DIRECTORS

The Board of Directors of the Company had met 5 times during

the financial year on the below mentioned dates:

- June 19, 2025;

- August 05, 2025;

- October 13, 2025;

- November 17, 2025 and

- February 05, 2026

Name of the Director	Category of Director	Number of Board Meetings held and attended during the year
		Held during the year	Attended
Mr. Srinivasan Vaidyanathan (upto July 08, 2025)	Non- Executive Director	5	1
Mr. Rakesh Kankanala (upto June 16, 2025)	Non- Executive Director	5	1
Capt. B. S. Kumar	Independent Director	5	5
Mr. Nikhil Naik	Nominee Director	5	5
Dr. Jose Paul	Independent Director	5	5
Mr. Ashish Vijay Rajgarhia	Non- Executive Director	5	5
Mr. Anshumali Dwivedi	Whole-time Director & CFO	5	5
Dr. Haseeb Drabu (w.e.f. June 19, 2025)	Non- Executive Director	5	5

The meetings of the Board have been held at regular intervals with a time gap of not more than 120 days between two consecutive meetings.

11. DECLARATION OF INDEPENDENCE

The Company has received Declarations of Independence as stipulated under Section 149(6) of the Companies Act, 2013 from Independent Directors.

12. COMPOSITION OF THE AUDIT COMMITTEE

As on March 31, 2026 and as on the date of this report, the Audit Committee comprised of Capt. B.S. Kumar (Independent Director) as the Chairman of the Committee, Dr. Jose Paul (Independent Director) and Mr. Nikhil Naik (Nominee Director).

All the recommendations of the Audit Committee have been accepted by the Board.

13. CORPORATE SOCIAL RESPONSIBILITY

As on March 31, 2026 and as on the date of this report, the Corporate Social Responsibility Committee comprised of Capt. B.S. Kumar, Dr, Jose Paul (Independent Directors), Mr. Nikhil Naik (Nominee Director), Mr. Ashish Vijay Rajgarhia and Mr. Anshumali Dwivedi were the other members of the Committee.

The composition and terms of reference of the Corporate Social Responsibility Committee had been fixed by the Board of Directors of your Company. The Company statutorily is not required to incur CSR spend, as the Company does not exceed the thresholds as prescribed under the Companies Act,

2013 and the rules made thereunder. The CSR policy along with the Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules,

2014 has been appended as Annexure to this Report.

14. NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2026 and as on the date of this report the Nomination and Remuneration Committee comprised of Capt. B.S. Kumar (Independent Director) as the Chairman of the Committee, Dr. Jose Paul (Independent Director) and Mr. Nikhil Naik (Nominee Director).

The Committee has formulated a policy on the Directors appointment and remuneration including recommendation of remuneration of the Key Managerial Personnel and other employees. The said policy has been enclosed as an Annexure to this Report.

15. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on March 31, 2026 and as on the date of this Report, the Stakeholders Relationship Committee of the Board comprised of Capt. B.S. Kumar, Dr, Jose Paul (Independent Directors), Mr. Nikhil Naik (Nominee Director), Mr. Ashish Vijay Rajgarhia and Mr. Anshumali Dwivedi.

16. SAFETY AND SUSTAINABILLTY COMMITTEE

As on March 31, 2026 and as on the date of this Report, the Safety and Sustainability Committee of the Board Comprised of Mr. Ashish Vijay Rajgarhia, Mr. Anshumali Dwivedi and Mr. Nikhil Naik (Nominee Director)

The Committee has been constituted to identify potential workplace hazards, develop strategies to mitigate or eliminate them, and promote a safety culture throughout the workplace. The Committee supports and advises the Board in its oversight of climate and sustainability matters relating to the services provided to customers. It supports the Board in monitoring the implementation of the Companys climate and sustainability strategy and make recommendations to the Board as to how to further develop these strategies.

17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

As per the disclosure requirement in the Boards Report on Performance Evaluation Section 134 (3) (p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) Rules, 2014, every listed company and every other public company having paid- up share capital of 25 Crs or more calculated at the end of the preceding financial year should include in the report by its Board of Directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

The paid-up capital of the Company is less than the abovementioned statutory requirement, hence, the Board Evaluation process is not applicable to your Company.

18. EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

19. INTERNAL CONTROL FRAMEWORK

Your Company conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. Your Company has a well-established framework of internal controls in its operations, including suitable monitoring procedures. In addition to an external audit, the financial and operating controls of your Company at various locations are reviewed by Internal Auditors, who report their observations to the Audit Committee of the Board.

20. HUMAN RESOURCE

Human Resources continues to play a critical role in supporting your Companys business objectives by ensuring the availability, development and engagement of the right talent. The HR function is focused on strengthening organizational capability through effective manpower planning, talent acquisition, employee engagement, capability building, performance management, employee relations and rewards.

During the year, your Company maintained an appropriate balance of internal talent development and external hiring to ensure that the required skills and competencies are available to support ongoing operations and future project requirements. Emphasis was placed on attracting high-quality talent, developing employees through structured training and development initiatives, and reinforcing a performance-driven culture through regular reviews, feedback and recognition.

Your Company remains committed to fostering a safe, inclusive, respectful and collaborative workplace. Employee relations continued to be managed with a focus on fairness, transparency and compliance with applicable policies and statutory requirements. The Company also continued to invest in building leadership capability and strengthening its talent pipeline to support long-term growth. Your Company believes that people are central to sustainable business performance. Its focus on capability development, employee engagement and progressive people practices continues to provide a strong foundation for growth and a competitive advantage in the industry.

21. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and prepared in accordance with the applicable Accounting Standards.

22. AUDITORS

Your Companys Auditors, Messrs. MSKA & Associates, Chartered Accountants (ICAI Form Registration Number: 105047W), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 45^th Annual General Meeting (AGM) till the conclusion of the 50^th AGM of the Company to be held in the year 2026.

There are no audit qualifications/adverse remarks in the Auditors Report to the shareholders on the Accounts of the Company for the year ended March 31,2026.

23. REPORTING OF FRAUD

There were no instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013 and accordingly no such reporting was done by the Auditors of the Company.

24. INFORMATION TECHNOLOGY

The field of information technology (IT) covers the design, administration and support of computer and telecommunications systems. Some of the positions in this field include database and network administrators, computer support specialists, computer scientists, software programmers and system analysts. The majority of career tracks in IT entail design and operational tasks related to computer hardware components, networks and software applications.

Professionals in the IT field work with businesses and organizations to set up and support viable computer networks that will keep systems efficient and reliable. IT encompasses all hardware and software used in the storing, creation and accessing of information. Examples of technologies that professionals work with are firewalls, databases, media storage devices, networks and the Internet.

Your Company successfully implemented SAP in its financial and related systems. For dry bulk, systems have been implemented to capture end-to-end workflow covering all activities from pre-arrival intimations to actual departure of vessels. Expected berth occupancy is being plotted, thereby optimising the berth utilisation and increasing berth efficiency. Various dashboard reports have been implemented in the system for berth performance and resource monitoring.

25. VIGIL MECHANISM

Your Company has adopted a Whistle Blower Policy, as part of the vigil mechanism to provide appropriate avenues to the Directors and employees to report their genuine concerns which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

26. PROTECTION OF WOMEN AT WORKPLACE

The Company has formulated a policy on Prevention of Sexual Harassment at workplace as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder. During the financial year no cases were reported under the above said Act. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [Rule 8(5)(x) of Rules].

The employees are required to undergo mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness. During the year under review, your Company has not received any complaint pertaining to sexual harassment. All new employees go through a detailed personal orientation on the POSH Policy adopted by your Company.

27. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

During the year under review, your Company has complied with the provisions of the Maternity Benefits Act, 1961.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the notes to the financial statements of the Company for the financial year 2025-2026.

29. STATEMENT OF DIRECTORS RESPONSIBILITIES

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 and based on the information provided by the management, your Directors state that:

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

b) accounting policies selected were applied consistently and judgments and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Financial Statements of the Company have been prepared on a going concern basis;

e) the Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

30. AMOUNTS, IF ANY, PROPOSED TO BE CARRIED TO ANY RESERVES

Your Company has not transferred any amount to any reserves during the current financial year.

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

In view of the nature of activities that are being carried on by your Company, the particulars required under Section 134 of the Companies Act, 2013 and rules made thereunder regarding conservation of energy and technology absorption are not applicable to your Company.

The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below:

Foreign Exchange Earnings & Outgo

Particulars	For the year ended 31st March, 2026
Foreign Exchange earnings	NIL
Foreign Exchange outgo	69.42

32. QUALITY, SAFETY AND ENVIRONMENT

Your Company, in order to ensure highest standard of safety, has implemented and initiated various measures with respect to Quality, Safety and Environment Management Systems. The Company has constituted a Safety and Sustainability Committee consisting of Directors Mr. Ashish Vijay Rajgarhia, Mr. Anshumali Dwivedi, and Mr. Nikhil Naik.

33. CORPORATE GOVERNANCE

Your Company is not listed on any Stock Exchanges and hence not covered under the listing regulations of SEBI.

However, as a good practice, your Company follows the Corporate Governance practice in its business activities.

34. DISCLOSURES WITH RESPECT TO THE REMUNERATION UNDER SECTION 197 OF THE COMPANIES ACT, 2013

Since your Company is not a listed company, the statement of Disclosure of Remuneration under section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.

35. AFFIRMATION AND DISCLOSURE

Your Company is not listed on any Stock Exchanges and hence not covered under the listing regulations of SEBI. Since the reporting under the Corporate Governance is not mandatory for your Company, the declaration in relation to the compliance with the Code of Conduct is not attached with the Annual Report.

36. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for any of the products of the Company.

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

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

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

There is no One Time Settlement and Valuation done during the year under review, therefore this clause is not applicable to your Company.

39. GENERAL DISCLOSURES

Your Directors hereby state and confirm that for the year ended March 31,2026:

- The Executive Director(s) did not receive any remuneration from the holding and/or subsidiary companies.

- The Company has neither revised the financial statements nor the report of Board of Directors.

- The Company has not issued equity shares with differential rights as to dividend, voting, or otherwise or sweat equity shares.

- No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status or Companys operations in future.

- There was no change in the nature of business of the Company.

40. APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors express their sincere thanks and appreciation to all the employees for their commendable team work and contribution to the growth of the Company.

Your Directors also thank its bankers and other business associates for their continued support and co-operation during the year.

	For and on behalf of the Board
Ashish Vijay Rajgarhia	Anshumali Dwivedi
Wholetime Director & CEO	Wholetime Director & CFO
DIN: 01822280	DIN: 02393781
Mumbai
August 13, 2026