Felix Industries Ltd Directors Report

Dear Members,

Your directors are pleased to present the 14th Annual Report of Felix Industries Limited (Company), together with the audited standalone and consolidated financial statements for the financial year ended 31st March 2026.

1. FINANCIAL RESULTS: The audited standalone and consolidated financial statements of the Company for the financial year ended 31st March 2026 have been prepared in accordance with the applicable Accounting Standards, the provisions of the Companies Act, 2013 (Act) and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).The financial performance of the Company is summarised below: The summarized financial highlight is depicted below:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	F.Y 25-26	F. Y 24-25	F.Y 25-26	F. Y 24-25
Sales	7735.87	3068.80	10221.25	3682.19
Other Income	345.83	237.93	366.28	552.26
Total Income	8081.70	3306.73	10587.53	4234.45
Less: Expenditure	(5262.92)	(2253.12)	(7916.91)	(3034.97)
Profit/Loss before interest,	3164	1143.18	3187.04	1378.82
depreciation and tax
Less: Interest	278.32	47.48	315.96	102.99
Less: Depreciation & Amortization cost	66.89	42.01	201.52	76.35
Profit/ (Loss) before Tax	2818.78	1053.61	2669.56	1199.48
Less: Tax Expense	(837.95)	(301.89)	(851.29)	(288.15)
Profit/ (Loss) after Tax	1980.84	751.79	1818.26	911.33

2. OVERALL COMPANYS PERFORMANCE:

In addition to executing Build-Own-Operate-Transfer (BOOT) and Engineering, Procurement and Construction (EPC) contracts, the Company continues to generate recurring revenue from its Operation and

Maintenance (O&M) services.

On a standalone basis, the Company re- corded total revenue of 8,081.70 lakh during FY 2025-26, as compared with 3,306.73 lakh during the previous financial year. The standalone net profit for the period was 1,980.84 lakh, as compared with 751.79 lakh during the previous financial year.

On a consolidated basis, the Company recorded total revenue of 10,587.53 lakh during FY 2025-26, as compared with 4,234.45 lakh during the previous financial year. The consolidated net profit for the period after minority interest was 1,814.43 lakh, as compared with 822.99 lakh during the previous financial year.

The standalone basic earnings per equity share was 12.54 for FY 2025-26, as compared with 5.66 in the previous financial year. The consolidated basic earnings per equity share after extraordinary items was

11.07, as compared with 6.87 in the previous financial year."

The summarized financial highlight is depicted below:

KEY ORDERS RECEIVED

Order Details	Nature of Contracts	Location
1500 KLD Zero Liquid Discharge (ZLD)System, a 1500 KLD Water Treatment Plant (WTP), and a 120 KLD Sewage Treatment Plant (STP), along with Operation and Maintenance for 10 Years.	BOOT	Gujarat, India
2 MLD Common Effluent Treat- ment Plant	EPC	Gujarat, India
Receipt, treatment, and environ- mentally safe disposal of hazard- ous waste	Receipt, treatment, and environ- mentally safe disposal of hazard- ous waste	Sultanate of Oman

3. STATE OF COMPANYS AFFAIR:

During the year under review, the Company continued to undertake projects in the fields of water treatment, wastewater treatment, Zero Liquid Discharge, recycling and environmental-management solutions through Build-Own-Operate-Transfer ("BOOT"), Engineering, Procurement and Construction ("EPC") and Operation and Maintenance ("O&M") arrangements.

The Company continued to strengthen its project portfolio and recurring O&M operations during the year. Among the significant orders received were a project comprising a 1,500 KLD

Zero Liquid Discharge system, a 1,500 KLD Water

Treatment Plant and a 120 KLD Sewage Treatment Plant, together with Operation and Maintenance services for a period of ten years; a 2 MLD Common Effluent Treatment Plant project in Gujarat; and a waste-treatment assignment in the Sultanate of Oman. The particulars of these orders should be aligned with the respective work orders and disclosures made to the Stock Exchange.

The Board and management continued to focus on timely execution of projects, operational efficiency, working-capital and receivables management, strengthening of recurring service revenues and expansion of the Companys capabilities in water, wastewater and environmental-management solutions.

The Companys future performance will remain dependent on, inter alia, timely project execution, availability of working capital, recovery of receivables, regulatory approvals, environmental-compliance requirements, foreign-exchange movements and geopolitical and market conditions.

4. DIVIDEND:

The Board, after a careful review of the Companys strategic growth plans and long-term value creation opportunities, has decided not to declare any dividend for the financial year 2025-26.

The decision reflects our commitment to reinvest profits into expanding projects, strengthening operational capabilities, and accelerating our

Companys growth trajectory, thereby creating greater value for our shareholders in the long term.

5. TRANSFER TO RESERVES:

During the year under review, the Board has not transferred any amount to the general reserve. The profits for the period have been fully retained in retained earnings, to strengthen the

Companys financial position, support operational and capital requirements, and fund strategic growth initiatives. The Board confirms that this treatment is fully compliant with Schedule III of the Act, and applicable accounting standards, and has been made in the best interest of the Company and its shareholders.

6. ELECTRONIC DISPATCH OF ANNUAL REPORT:

In accordance with the applicable provisions of the Act, the SEBI Listing Regulations and circulars issued by the Ministry of Corporate Affairs and SEBI, the Notice of the Annual General

Meeting and the Annual Report are being sent through electronic mode to Members whose e-mail addresses are registered with the Company, the Registrar and Share Transfer Agent or their respective Depository Participants, except where a physical copy is required to be sent under applicable law.

7. TRANSFER OF UNCLAIMED DIVIDEND TO IN VESTOR EDUCATION AND PROTECTION FUND:

The Company has not declared any dividend in the previous financial years and, accordingly, there was no unclaimed or unpaid dividend or any other amount due for transfer to the Investor

Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013 (the Act) during the year under review.

8. CHANGE IN THE NATURE OF THE COMPANYS BUSINESS:

There was no change in the nature of the Companys business during the year under review.

9. CHANGE IN THE SHARE CAPITAL OF THE COM PANY:

Duringtheyearunderreview,theauthorisedshare capital of the Company remained unchanged at

19,00,00,000, divided into 1,90,00,000 equity shares of 10 each.

The issued, subscribed and paid-up equity share capital of the Company increased from

13,67,30,700, divided into 1,36,73,070 equity shares of 10 each, to 17,20,63,500, divided into 1,72,06,350 equity shares of 10 each, consequent upon allotment of 35,33,280 equity shares pursuant to conversion of warrants during the year.

10. ISSUE AND ALLOTMENT OF CONVERTIBLE

WARRANTS:

During FY 2025-26, the Company allotted 35,33,280 equity shares of 10 each upon conversion of an equivalent number of warrants originally allotted on a preferential basis on 28

February 2024 at an issue price of 175 per warrant, including a premium of 165 per share. Cumulatively, 47,63,350 warrants were converted into equity shares. The remaining 9,36,650 warrants were not exercised within the prescribed exercise period and consequently lapsed. The upfront amount paid in respect of such unexercised warrants was forfeited in accordance with the terms of issue and applicable law. No warrants remained outstanding for conversion as at 31 March 2026.

11. DETAILS OF UTILIZATION OF FUND RAISED THROUGH PREFERENTIAL / STATEMENT OF DEVIATION

Original Object Mod- Original Modi- Funds Amount of Remarks if ified Alloca- fied Utilised Deviation/Vari- Any

Ob- tion alloca- ation for ject, if tion, the quarter any if any according to applicable object

To Further N.A INR N.A INR 8746.00 NIL The 9,36,650 (Nine Strengthen 8746.00 Lacs( Out of Lakh Thirty-Six Thou-the Companys Lacs( INR 9975.00 sand Six Hundred Fifty) warrants were not ex-Capital Base Out Lacs) ercised by the warrant and to augment of INR holders within a period the long-term 9975.00 of 18 (Eighteen) months resources for Lacs) from the date of allot-meeting funding ment, i.e., 28th February requirements of 2024, hence, In accordance with the terms its business ac-of the issue and appli-tivities including cable regulations, the BOOT Projects unexercised warrants , Assets Acqui- have lapsed, and the sitions, Acqui- 25% amount paid by the sitions of Plant warrant holders on such warrants has been for-and Machinery feited by the Company. and other Fixed Consequently, there are Assets to fund no warrants remaining Subsidiary Com- pending for conversion. pany in Oman by Loan and/or Eq- Further, the amount received against uity Participation

47,63,350 equity shares

,further expan- upon conversion of sion plans/activ- warrants has been fully ities ,financing utilized for the purposes the future growth as originally disclosed at opportunities , to the time of the issue. working capital requirements and to meet general corporate purposes

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As at 31 March 2026, the Company had five subsidiaries and one associate company and did not have any joint venture. A statement containing the salient features of the financial statements of the subsidiaries and associate company in e-Form AOC-1 is attached as "Annexure- A" and forms part of this Report.

13. DEPOSITS:

During the year under review, the Company did not accept any deposit within the meaning of

Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014. No deposit remained unpaid or unclaimed as at 31 March 2026, there was no default in repayment of deposits or payment of interest thereon, and the Company did not have any deposit that was not in compliance with Chapter V of the Act

14. MATERIAL CHANGES AND COMMITMENT:

After the closure of the financial year and before the date of this Report, Felix Prime Metals Private Limited, a subsidiary of the Company, entered into a Share Purchase Agreement dated 15 May 2026 for the acquisition of the entire equity share capital of Tierra Fertilizer Private Limited. Upon completion of the acquisition, Tierra Fertilizer Private Limited became a wholly owned subsidiary of Felix Prime Metals Private Limited and, accordingly, a step-down subsidiary of the Company.

As on the date of this Report, for the purpose of better alignment and grouping of the Group structure, Tierra Fertilizer Private Limited has become a direct subsidiary of the Company. Except as stated above, there has been no material change or commitment affecting the financial position of the Company between 31 March 2026 and the date of this Report.

15. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has in place internal financial controls with reference to the financial statements that are commensurate with the size, scale and complexity of its operations. Based on the assessment carried out during the year, such controls were found to be adequate and operating effectively, and no material weakness was identified.

16. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, no significant or material order was passed by any regulator, court or tribunal that would impact the going-concern status of the Company or its future operations.

17. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS:

The Company has complied with the applicable provisions of Section 186 of the Act in respect of loans, guarantees, securities and investments. Particulars thereof are disclosed in Note No. 13 & 18 to the standalone financial statements. 18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval of Independent Directors of the Company and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive in nature. To access the Policy on Related Party Transactions as approved by the Board on the website of the company www.felixindustries.co.

None of the Directors have any pecuniary relationships or transactions except to the extent of sitting fees and commission paid/payable to the Directors. During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at

Arms Length Basis. All transactions entered into with related parties were approved by the Audit Committee in line with regulatory requirements. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for the Financial Year 2025-26 and hence does not form part of this Report.

19. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the

Statement annexed herewith as "Annexure-B".

20. COMPLIANCE WITH SECRETERIAL STAN-

DARDS

The Company has complied with the applicable SS-1 & SS-2 and other applicable secretarial

Standards issued by the Institute of Company Secretaries of India.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: [A] Conservation Of Energy & Technology Absorption:

The details as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8

Companies (Accounts Rules 2014 in respect of

Conservation of Energy, Technology Absorption are provided in "Annexure-C" of this report.

[B] Foreign Exchange Earning & Outgo :

Value of Imports Calculated on CIF Basis-

INR 3,06,027/-

Earnings in Foreign Currency: a. Value of Exports in FOB basis- INR 18,00,192/- b. Interest Income from Foreign Subsidiary- INR 44,49,625/-

Expenditure in Foreign Currency : INR 1,31,808/-

22. REGISTRAR AND SHARE TRANSFER AGENT OF

THE COMPANY:

Big Share Services Private Limited is the Registrar and Share Transfer Agent of the Company.

23. BOARD OF DIRECTORS:

As at 31 March 2026, the Board of Directors comprised six Directors: three Executive Directors, one Non-Executive Non-Independent Director and two Non-Executive Independent Directors, including one Independent Woman Director a. Composition of Board

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year
Mr. Ritesh Vinay Patel	Managing Director	Promoter Executive	13	12
Mr. Vinay Rajnikant Patel	Whole Time Direc- tor and CEO	Promoter Executive Director	13	11
Mr. Niren Atinbhai Desai	Director	Non-Executive Independent	13	13
Mr. Rushi Jani(1)	Director	Non-Executive Pro- fessional	13	12
Mrs. Shital Barot	Director	Non-Executive Independent	13	12
Mr. Nishant Shar- ma(2)	Director	Director-Finance	13	11
Ms. Sai Swapna Pericharla(3)	Director	Independent Direc- tor	NA	NA

(1) Ceased to be the director w.e.f from 03rd July, 2026

(2) Regularized the Directorship from the AGM of the company w.e.f. 30th September,2025. (3) Appointed as Non-Executive Independent Director in the Postal Ballot Dated 07th August, 2026. b. Key Managerial Personnel:

Pursuant to Section 203 of the Act, Mr. Ritesh Vinay Patel, Managing Director; Mr. Vinay Ra-jnikant Patel, Whole-time Director and Chief Executive Officer; Mr. Uday C. Shah, Chief Financial Officer; and Mrs. Hena Harshal Shah, Company Secretary, were the Key Managerial Personnel of the Company as at 31 March 2026 c. Appointment/Resignation of Directors

During the year, the Members at the 13th Annual General Meeting held on 30 September 2025 approved the appointment of Mr. Nishant Shar-ma (DIN: [06361871]) as Director-Finance. d. Retirement by rotation and subsequent re-appointment:

Mr. Vinay Rajnikant Patel (DIN: 08377751) is liable to retire by rotation at the ensuing 14th Annual General Meeting pursuant to Section 152 of the Act and the Articles of Association of the Company. Being eligible, he has offered himself for reappointment. The requisite resolution and his profile are included in the Notice convening the 14th Annual General Meeting.

The brief resume of the Directors and other related information has been detailed in the Notice convening the 14thAGM of your Company. e. Declaration of Independence:

"The Company has received declarations from all

Independent Directors confirming that they meet the criteria of independence prescribed under

Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 , and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent

Directors have also confirmed compliance with the Code for Independent Directors prescribed in Schedule IV to the Act. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency, wherever applicable." f. Evaluation of Boards Performance:

Pursuant to Sections 134(3)(p), 178(2) and Schedule IV to the Act and the Companys Nomination and Remuneration Policy, the Board carried out the annual evaluation of its own performance, the performance of its Committees and individual Directors. The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors.

The evaluation process endorsed the Boards confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board. g. Meeting of Board and Committee

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. Thirteen Board Meetings were held during the financial year 2025-26, on

6 May 2025, 29 May 2025, 30th June 2025,

7th August 2025, 27 August 2025, 30 August

2025, 29 October 2025, 13 November 2025, 12

December 2025, 17 January 2026, 13 February 2026, 27 March 2026 and 31 March 2026.

The Independent Directors met separately on

27 March 2026 without the presence of Non-Independent Directors and members of management, in accordance with Schedule IV to the Act. h. Board Committees

Pursuant to Sections 177 and 178 of the Act, the Board has constituted the Audit Committee,

Nomination and Remuneration Committee and

Stakeholders Relationship Committee. During the year, the committees discharged their responsibilities as per the provisions applicable under the SEBI Listing Regulations relating to related-party transactions."

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies

Act, 2013 (including any statutory modifica-tion(s) or re-enactment(s) for the time being in force), the Directors of our Company, to the best of its knowledge and ability, confirm that: a) In the preparation of annual accounts for the financial year ended 31st March 2026, the applicable accounting standards and Schedule III of the Companies Act 2013 had been followed along with proper explanation relating to material departures;; b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31stMarch, 2026 and of the profit and loss of the Company for the financial year ended 31st March, 2026; 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 annual accounts have been prepared on a going concern basis; e) the Company has laid down internal financial and such that internal financial controls are adequate and were operating effectively; and f) your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

25. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives

("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The

Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to main-

Felix Industries Limited 111 tain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organization and to help the Designated Persons to identify and fulfill their obligations, regular training has been imparted to all designated persons by the Company

26. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copy of the annual return of the Company for FY 2025-26 is available at: www.felixindustries.co.

27. DISCLOSURE OF VARIOUS COMMITTEES OF

BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations which concern the Company and need a closer review. The composition and terms of reference of all the Committees follow the Companies Act, 2013 and Securities and Exchange Board of In-dia (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval. The Board Committees request special invites to join the meeting, as and when appropriate.

The Company has Audit Committee, Nomination and Remuneration Committee and Stakeholder Relations Committee

[A] AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013; The Audit Committee was re-constituted on May 06, 2025, The composition of the Committee is in conformity with the provisions of the said section.

Composition:

The details of composition of Audit Committee are as follows:

Sr. No. Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1. Mr. Niren Atinbhai Desai	Independent Director	Chairman	10	10
2. Mrs. Shital Barot	Independent Director	Member	10	10
3. Mr. Nishant Sharma	Director-Fi- nance	Member	10	09
4. Mr. Ritesh Vinay Patel (1)	Managing Di- rector	Member	00	00

(1) Mr. Ritesh Vinay Patel ceased to be a member of the Audit Committee with effect from 6th May 2025.

There were 09 Audit Committee meetings held during the Financial Year i.e. on 06th May 2025,

29th May 2025,30th June 2025, 07th August 2025, 27th August 2025, 30th August 2025, 13th November, 2025 , 17th January, 2026 , 13th Feb-ruary 2026 and 27th March 2026

The Chairperson of the Committee duly attended and was present at the previous Annual General Meeting.

Terms of Reference

The powers, role and terms of reference of the

Audit Committee are governed by Section 177 of the Act and the terms specified by the Board. In relation to related-party transactions, the Committee also performs the functions prescribed under Regulation 23 of the SEBI Listing Regulations. The terms of reference of the Audit Committee are broadly as under:

- Oversight of the Companys Financial Reporting

Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

- Recommendation for appointments, remuneration and terms of appointment of Auditors of the Company;

- Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

- Examination and reviewing, with the Management, the Annual Financial Statements and Auditors Report thereon before submission to the

Board for approval, with particular reference to: i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 (3)(c) of the Act; ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by Management; iv. Significant adjustments made in the Financial Statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to Financial Statements; vi. Disclosure of any Related Party Transactions; vii. Qualifications in the draft Audit Report;

- Reviewing with the Management, the quarterly

Financial Statements before submission to the

Board for approval;

- Review and monitor the Auditors independence and performance and effectiveness of audit process;

- Approval or any subsequent modification of transactions of the Company with Related Parties;

- Scrutiny of Inter - Corporate Loans and Investments;

- Evaluations of Internal Financial Controls and

Risk Management Systems;

- Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

- Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

- Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

- Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

- To review the functioning of the Whistle Blower

Mechanism;

- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

[B] NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

- Composition The details of composition of Nomination and Remuneration Committee are as follows:

Sr.No. Name	Designation	Position In Commit- tee	No. of meeting held	No. of meet- ings attended
1. Mrs. Shital Barot	Independent Director	Chairperson	02	02
2. Mr. Niren Atinbhai Desai	Independent Director	Member	02	02
3. Mr. Rushi Jani (1)	Non-Executive Director	Member	02	02
4. Mrs. Sai Swapna Pericharla(2)	Independent Director	Member	NA	NA

(1) Mr. Rushi Jani ceased to be a member w.e.f 03rd July, 2026

(2) Mrs. Sai Swapna Pericharla was appointed as a member in the board meeting held on 03rd July ,2026

There were 02 Nomination & Remuneration Committee meetings held during the financial year i.e. on 06th May 2025 & 30th August, 2025. The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013.

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

- Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

- Review and recommendation to the Board of the remuneration payable to Directors, Key Managerial Personnel and Senior Management in accordance with the Act and the Nomination and Remuneration Policy.

- Succession planning for Board of Directors and Senior Management Employees;

- Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

- Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The Board has on the recommendation of Nomination and Remuneration Committee, framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is available on the website of the Company at www.felixin-dustries.co. Policy on Directors Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Companys official website at www.felixindustries.co . We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

Performance Evaluation:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the evaluation process.

The Committee, while evaluating the performance of the Non-Executive Independent Directors, may take into consideration various factors including:

- Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

- Other Directorship held by the Non-Executive Independent Directors;

- Input in strategy decisions;

- Review of Financial Statements, risks and business performance;

- Time devoted toward discussion with Management;

- Active participation in long-term strategic planning;

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was constituted pursuant to the provisions of Section

178(5) of the Companies Act, 2013.

Composition:

The details of composition of Stakeholders Relationship Committee are as follows

Sr.No. Name	Designation	Position In Commit- tee	No. of meeting held	No. of meet- ings attended
1. Mr. Niren Atinbhai Desai	Independent Director	Chairman	01	01
2. Mr. Ritesh Vinay Patel	Executive Direc- tor	Member	01	01
3. Mrs. Shital Barot	Independent Director	Member	01	01

The Chairperson of the Committee duly attended and was present at the previous Annual General Meeting.

The Stakeholder Relationship Committee had 01 meeting i.e. on 27th March, 2026 during the financial year.

Terms of reference:

- Transfer and transmission of shares held by shareholders in physical format;

- Shareholders Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

- Status of dematerialization/rematerialization of shares;

- Issue of duplicate share certificates;

- Monitor and Track redressal of Investor complaints;

- Oversee the performance of the Companys Registrar and Transfer Agents;

- Suggest measures for improvement upgrade the standard of services to investors from time to time;

- Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable; Your Companys shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/officers /

RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate share certificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

Details of Investors grievances/ Complaints:

Complaints pending as on April 01, 2025	NIL
Complaints received during FY 2025-26	NIL
Complaints pending on 31 March 2026.	NIL

28. AUDITORS: [A] Statutory Auditors:

"M/s S.N. Shah & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 9th September 2022 to hold office until the conclusion of the 14th Annual General Meeting. Accordingly, they will complete their term at the conclusion of the ensuing Annual General Meeting. Based on the recommendation of the Audit Committee, the Board recommends the appointment of M/s SNDK & Associates LLP, Chartered

Accountants (FRN: W100060), as Statutory Auditors for a term of five consecutive years from the conclusion of the 14th Annual General Meeting until the conclusion of the Annual General Meeting to be held in 2031, subject to approval of the Members. The Company has received their written consent and eligibility certificate under Sections 139 and 141 of the Act."

The Company has received written consent and a certificate from M/s. SNDK & Associates LLP confirming that their appointment, if made, shall be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder.

The Statutory Auditors of the Company has put one matter under EMPHASIS OF MATTER and pointed out that the Financial Statement of the Company: I. Notes No. 32(e) relating to the non-provision for doubtful debts amounting to Rs. 92.18 lakhs of which amount of Rs. 76.15 lakhs classified as non-current trade receivables and amount of Rs. 16.03 lakhs classified as current trade receivables.

II. Note No. 18 relating to short term loans and advances of Rs. 7,159.60 lakhs given by the company to various parties including subsidiaries and associate companies.

III. Note No. 12, Note No. 1(q) and Note 32(f) relating to investment made in Foreign Subsidiary, In-dian Subsidiaries and Indian Associate Company. IV. Note No. 2, 3 & 32(d) relating to issue of convertible share warrants, conversion of share warrants into equity share capital & securities premium and forfeiture of share warrant money on expiration of exercise time.

Board Response

I. The Board clarifies that the Company is actively pursuing recovery of the outstanding dues of

92.18 lakhs, which pertain to the period prior to the Companys Initial Public Offer (IPO). Based on managements assessment and the continued prospects of recovery, no provision for doubtful debts has been made at present. The Company will continue to monitor the recoverability of these dues and take appropriate action, including creation of provision, if considered necessary during FY 2026-27.

II. The Board clarifies that the Company has extended short-term loans and advances to unrelated third parties, who are not affiliated with the Company, its Promoters or Group entities. Such loans and advances have been granted in compliance with the applicable provisions of Section 186 of the Companies Act, 2013 and are repayable on demand. The details thereof are appropriately disclosed in Note No. 18 to the Financial Statements.

III. The Board clarifies that the investments made by the Company in its Foreign Subsidiary, Indian Subsidiaries and Indian Associate Company are duly accounted for and disclosed in the Financial Statements under Note No. 12, Note No. 1(q) and Note No. 32(f), respectively, in accordance with the applicable provisions of the Companies Act,

2013 and relevant accounting standards. IV. The Board clarifies that the Company had issued convertible share warrants, against which the requisite amount was received within the stipulated period. However, the balance 75% of the warrant subscription amount was not received within the prescribed exercise period. Accordingly, the respective warrants were forfeited in accordance with the applicable terms, and allotment of equity shares was made only to those warrant holders from whom the requisite amount had been received. The accounting treatment and disclosures in this regard are appropriately reflected in Note Nos. 2, 3 and 32(d) to the Financial Statements.

[B] Cost Auditor:

The maintenance of cost records under Section

148(1) of the Act is not applicable to the Company. Consequently, cost audit under Section

148(2) is also not applicable for FY 2025-26.

[C] Internal Auditor:

Mr. Amit Uttamchandani, proprietor of M/s Amit Uttamchandani & Associates; Chartered Accountants is the Internal Auditor of the Company.

[D] Secretarial Auditor:

"The Board appointed M/s Nisarg Sharma & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company to undertake Secretarial Audit of the

Company for the financial year 2025-26 in accordance with the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014. The Secretarial audit report dated

29th August, 2026 in Form MR-3 is appended as

"Annexure- D".

The Secretarial Audit Report for the year ended on March 31, 2026, contains the following observations as follows:

1. Certain statutory filings under the Companies

Act, 2013:

During the Audit Period, certain statutory filings relating to the resolution passed under Section 179(3) of the Companies Act, 2013 and the re-appointment of the Managing Director, namely Form MGT-14, Form DIR-12 and Form MR-1, were filed beyond their respective prescribed timelines.

The aforesaid filings were subsequently completed with the Registrar of Companies along with the applicable additional filing fees. In the case of Forms DIR-12 and MR-1, the filings were completed subsequent to the closure of the Audit Period.

2. Certain submissions under the SEBI Listing Regulations:

There were delays in compliance with Regulations 33 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating respectively to submission of the financial results for the period/year ended 31st March,

2025 and submission of the Annual Report for the financial year ended 31st March, 2025.

National Stock Exchange of India Limited had levied fines in respect of the aforesaid delays. The fine relating to Regulation 33 was subsequently waived by NSE upon the Companys application, whereas the fine relating to Regulation 34 was paid by the Company. Based on the records and explanations made available to me, the aforesaid matters stood addressed.

Board Response

1. The Board acknowledges that certain statutory filings, including Form MGT-14, DIR-12 and MR-1, were filed beyond the prescribed timelines. The Company subsequently completed the requisite filings with the Registrar of Companies along with the applicable additional fees. The Company has also taken note of the timelines and shall ensure timely statutory filings and compliance going forward.

2. The Board clarifies that there was no delay in filing the financial results under Regulation 33.

However, the half-year comparative data was inadvertently not included based on the Companys interpretation that, since the quarterly financial results were being submitted, separate half-year comparative data was not required. The Company subsequently made the necessary representation to NSE, and the applicable fine was waived by NSE after considering the circumstances.

With respect to Regulation 34, the Annual Report was filed with a delay, for which the applicable fine was duly paid by the Company.

The Company has taken note of the requirements and shall ensure complete and timely compliance with the applicable filing requirements going forward.

29. CORPORATE GOVERNANCE:

The equity shares of the Company are listed on NSE Emerge, the SME platform of the National Stock Exchange of India Limited.

In terms of Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the corporate governance provisions specified therein are generally not applicable to a listed entity whose specified securities are listed on the SME Exchange. However, with effect from 1 April 2025, Regulation 23 of the SEBI Listing Regulations relating to related-party transactions is applicable to an entity listed on the SME Exchange where such entity has either paid-up equity share capital exceeding 10 crore or net worth exceeding 25 crore as on the last day of the preceding financial year.

The paid-up equity share capital of the Company as at 31 March 2025 exceeded 10 crore. Accordingly, Regulation 23 of the SEBI Listing Regulations relating to related-party transactions was applicable to the Company during FY

2025-26.

During the year under review, the Company complied with the applicable requirements of

Regulation 23 of the SEBI Listing Regulations relating to related-party transactions, including the requirements concerning the policy on materiality of related-party transactions and dealing with related-party transactions, prior approval of the Audit Committee and shareholders, wherever applicable, and disclosure of related-party transactions to the Stock Exchange within the prescribed timelines.

30. PREVENTION OF SEXUAL HARASSMENT AT

WORKPLACE:

The Company has constituted an Internal Committee (IC) in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has adopted a policy for prevention, prohibition and redressal of sexual harassment at the workplace. During the year under review: During the financial year under review: A. Complaints received: NIL

B. Complaints disposed of: NIL

C. Complaints pending for more than ninety days: NIL

The Company has complied with the applicable provisions relating to constitution of the IC. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

31. Statutory Disclosure:

The details of employees of the Company as on 31st March 2026 are as under: A. Male Employees:189 B. Female Employees: 07 C. Transgender Employees: 0 The Company is committed to providing equal opportunity and maintaining an inclusive work environment for all employees.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and adopted a Whistle Blower Policy for Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Board of the Company or any authorized person in appropriate or exceptional cases. The Vigil Mechanism Policy is uploaded at the Companys website at https://www.felixindustries. co/investor-relations.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Act were applicable to the Company during the year except

Section 135 (9)The amount required to be spent under Section 135(5) did not exceed 50 lakh, the Company was not required to constitute a

CSR Committee pursuant to Section 135(9), and the Board discharged the functions of the CSR Committee. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR Activities is attached as

"Annexure -E."

34. MANAGEMENTS DISCUSSION AND ANALYSIS

REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-F" to this report.

35. COMPLIANCE WITH THE MATERNITY BENEFIT

ACT, 1961:

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all its employees. During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

Eligible women employees were granted maternity leave and other benefits in accordance with the provisions of the Act. The Company continues to uphold all employee welfare measures as mandated, including paid maternity leave, nursing breaks, and the option of work-from-home (where applicable), to support employees during and after maternity.

36. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Companys website www.felixindustries.co under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements. Some of the key policies are as follows:

1) Whistle Blower or Vigil Mechanism Policy.

2) Policy for Determination of Materiality for Disclosure of Events or Information.

3) Code of Conduct for Board Members and Senior

Management Personnel.

4) Policy for Prohibition of Insider Trading.

5) Policy on Materiality of Related Party Transactions & on dealing with Related Party Transactions.

6) Policy on Determining Material Subsidiaries.

7) Prevention of Sexual Harassment (POSH) Policy.

8) Policy On Identification of Group Companies,

Material Creditors And Material Litigations.

9) Policy on Pending Litigations.

10) Terms & Conditions of Appointment of Independent Director

37. DIRECTORS DISQUALIFICATION:

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

38. RISK MANAGEMENT:

"The Company has established a framework for identification, assessment, monitoring and mitigation of risks arising from its business and operations. The Board periodically reviews, inter alia, project-execution, credit and receivable, liquidity, foreign-exchange, environmental and regulatory, information-security, subsidiary-operation and geopolitical risks. In the opinion of the Board, there was no risk identified as at the date of this Report that threatened the existence of the Company."

39. INSOLVENCY AND BANKRUPTCY CODE: During the year under review, no application was made and no proceeding was pending against or by the Company under the Insolvency and Bankruptcy Code, 2016."

40. 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:

During the year under review, there was no instance of a one-time settlement with any bank or financial institution. Accordingly, the disclosure relating to difference in valuation is not applicable

41. SWEAT EQUITY AND EMPLOYEE STOCK OP-

TIONS:

During the year under review, the Company did not issue any equity shares with differential rights, sweat equity shares or shares under any employee stock-option scheme. The Company did not have any employee stock-option scheme in force during the year.

42. DETAILS IN RESPECT OF FRAUDS REPORTED

BY AUDITORS UNDER SUB-SECTION (12) OF

SECTION 143, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, no instances of fraud were reported by the Auditors to the Board under sub-section (12) of section 143 of the Act.

Consequently, there is no matter to be reported under section 134(3)(ca) of the Act.

43. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

Regd. office: For, Felix Industries Limited

By Order of the Board of Directors

Plot No. 123 Devraj Industrial Park Sd/- Sd/-Piplaj Piran Road, Ritesh Patel Vinay Patel

Pirana Managing Director Whole Time Director

Ahmedabad, (DIN: 05350896) (DIN:08377751)

Gujarat-382405.

Date: 31/08/2026

Place: Ahmedabad