Franklin Industries Ltd Directors Report

To, The Members, Franklin Industries Limited

Your Directors present the 44th Board Report on the business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2026 .

1. Financial Results

(Rs. in Lakhs)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	2,524.86	17,524.46
Other Income	7.45	3.67
Total Revenue	2,532.31	17,528.13
Total Expenses	4,387.03	16,408.17
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	(1,854.72)	1,119.96
Less: Depreciation / Amortization / Impairment	(2.72)	(2.68)
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	(1,857.44)	1,117.28
Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	(1,857.44)	1,117.28
Less: Current Tax	0.00	2.22
Deferred Tax	4.65	(0.45)
Profit / Loss for the Period	(1,862.09)	1,115.51

2. Operations

Total Revenue for FY 2025-26 was Rs. 2,532.31 Lakhs compared to Rs. 17,528.13 Lakhs in the previous financial year. The Company incurred a Loss before tax of Rs. 1,857.44 Lakhs in FY 2025-26 compared to a Profit of Rs. 1,117.28 Lakhs in the previous year. Net Loss after tax for FY 2025-26 was Rs. 1,862.09 Lakhs against a Net Profit of Rs. 1,115.51 Lakhs in the previous year. The Directors are continuously looking for new avenues for future growth and expect more growth in future periods.

3. Transfer to Reserves

The loss of the Company for the financial year ended 31st March, 2026 is transferred to the profit and loss account of the Company under Reserves and Surplus.

4. Change in Nature of Business, if any

During FY 2025-26, there was no change in the nature of business of the Company.

5. Weblink of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company s website at www.franklinindustries.in .

6. Share Capital

A. Authorised Share Capital: As on 31st March, 2026: Rs. 80,00,00,000 divided into 80,00,00,000 Equity Shares of Rs. 1.00 each . During the year, the Company approved an increase in authorised share capital from Rs. 30,00,00,000 to Rs. 80,00,00,000 with member approval at the Extraordinary General Meeting held on 28th April, 2025 .

B. Paid-up Share Capital: As on 31st March, 2026: Rs. 77,12,00,000 divided into 77,12,00,000 equity shares of Rs. 1.00 each . During the year, the Company allotted 48,20,00,000 fully paid-up Rights Equity Shares of face value Rs. 1.00 each at Rs. 1.00 per Rights Equity Share by way of a rights issue.

7. Dividend

To conserve resources for future prospects and growth, the Directors do not recommend any dividend for FY 2025-26 (previous year: Nil).

8. Transfer of Unclaimed Dividend to IEPF

During the year, there was no unpaid or unclaimed dividend lying in the Unpaid Dividend Account for seven years. Therefore, no funds were required to be transferred to the Investor Education and Protection Fund.

9. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the Report.

10. Significant & Material Orders

There are no significant material orders passed by Regulators, Courts or Tribunals which would impact the going concern status of the Company and its future operations.

11. Meetings of the Board of Directors

The Board met 7 times during the year: 28th May 2025, 29th May 2025, 25th July 2025, 14th August 2025, 5th September 2025, 14th November 2025 and 14th February 2026 .

12. Directors Responsibility Statement

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board submitted that:

? Applicable accounting standards were followed with no material departure;

? Accounting policies were selected and applied consistently with reasonable and prudent judgments and estimates to give a true and fair view;

? Proper and sufficient care was taken for maintenance of adequate accounting records, safeguarding assets and preventing/detecting fraud and irregularities;

? Annual Accounts were prepared on a going concern basis;

? Internal financial controls were laid down and were adequate and operating effectively;

? Proper systems were devised to ensure compliance with applicable laws and were adequate and operating effectively.

13. Corporate Social Responsibility (CSR)

Section 135 of the Companies Act, 2013 is not applicable to the Company. The Company has not taken voluntary initiatives towards CSR activity.

14. Particulars of Loans, Guarantees, Securities Covered or Investments under Section 186

Details are provided in the financial statements.

15. Particulars of Contracts or Arrangements with Related Parties

During the year, the Company had not entered into any transaction with Related Party . The Company has adopted a Related Party Transactions policy in line with Regulation 23 of the Listing Regulations, available at www.franklindindustries.in . The Audit Committee reviews related party transactions quarterly and has granted omnibus approval for repetitive transactions. Disclosures under Regulation 23(9) were filed with the Stock Exchanges.

16. Management Discussion and Analysis Report

The MD&A Report as required under Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015 forms part of the Report as Annexure - 1 .

17. Internal Financial Control Systems and Their Adequacy

The Company has adequate internal financial controls across the organisation, subject to periodic review by the internal audit cell. During the year, controls were tested and no reportable material weaknesses in design or operations were observed. The Statutory Auditors also tested effectiveness in accordance with ICAI standards; their opinion forms part of the Independent Auditor s Report.

18. Reserves & Surplus

(Amount in Lakhs)

Sr. No.	Particulars	Amount
1	Balance at the beginning of the year	2,206.77
2	Current Year \u2019 s Profit / Loss	(1,862.09)
3	Other Comprehensive Income	-
4	Securities Premium Account	1,352.01
	Total	1,696.69

19. Risk Management Policy

The Company has a formal Risk Management framework for risk assessment and minimisation for Indian operations, periodically reviewed by the Board. The Audit Committee reviews adequacy of the risk management framework, key risks and mitigation measures.

20. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details required under Section 134(3)(m) are not given as the Company has not taken any major step to conserve energy, etc. There were no foreign exchange earnings or outgo during the year.

Sr. No.	Foreign exchange earnings and outgo	FY 2025-26	FY 2024-25
1	Foreign exchange earnings	Nil	Nil
2	CIF value of imports	Nil	Nil
3	Expenditure in foreign currency	Nil	Nil
4	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

21. Policy on Director s Appointment and Remuneration

The Remuneration policy rewards performance based on periodic review of achievements and is in consonance with industry practice. The Company s policy on director s appointment and remuneration, including criteria for qualifications, positive attributes, independence and other matters under Section 178(3), is available at www.franklinindustries.in .

22. Disclosures Relating to Holding, Subsidiary, Associate Company and Joint Ventures

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture .

23. Secretarial Standards

The Company complied with applicable Secretarial Standards issued by ICSI during the year.

24. Reporting of Frauds by Auditors

Neither the Statutory nor the Secretarial Auditors reported any instance of fraud under Section 143(12) of the Companies Act, 2013.

25. State of Company s Affairs

The Management Discussion and Analysis Report, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations, is given as a separate part of the Annual Report and contains a detailed write-up on the Company s performance.

26. Statement on Annual Evaluation of Board s Performance

The Board evaluated the effectiveness of its functioning, its Committees and individual Directors pursuant to the Act and SEBI Listing Regulations. The evaluation covered:

? Degree of fulfilment of key responsibilities towards stakeholders;

? Structure, composition and role clarity of the Board and Committees;

? Coordination and cohesiveness between the Board and its Committees;

? Effectiveness of deliberations and process management;

? Board/Committee culture and dynamics;

? Quality of relationship between Board Members and Management.

The criteria were broadly based on SEBI s Guidance Note on Board Evaluation dated January 5, 2017. The Chairman held one-on-one meetings with each Independent Director; the NRC Chairman held one-on-one meetings with each Executive and Non-Executive Non-Independent Director. Independent Directors separately evaluated the performance of Non-Independent Directors, the Board as a whole and the Chairman. The NRC reviewed individual directors and the Board. The evaluation process endorsed confidence in ethical standards, Board/Management resilience, cohesiveness, constructive relationships and openness of Management in sharing strategic information.

27. Managing the Risks of Fraud, Corruption and Unethical Business Practices

A. Vigil Mechanism / Whistle Blower Policy: The Company established a vigil mechanism and framed a whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct/Ethics Policy.

B. Business Conduct Policy: The Company framed a Business Conduct Policy. Every employee must review and sign it at joining and give an undertaking for adherence. The policy aims at honest, transparent and ethical business conduct and provides for anti-bribery and avoidance of other corruption practices.

28. Particulars of Employees

Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable , as no employee received remuneration above the specified limits during FY 2025-26.

29. Loan from Director / Relative of Director

During the year, the Company did not enter into any materially significant related party transactions which may have potential conflict with the interests of the Company at large. Suitable disclosures as required are provided in AS-18 forming part of the notes to financial statements.

30. Directors and Key Managerial Personnel

Sr. No.	Name	Designation	DIN / PAN
1	Mr. Maheshkumar Jethabhai Patel	Managing Director	10872459
2	Mr. Peeyush Sethia	Independent Director	09850692
3	Ms. Apra Sharma	Independent Director	10149103
4	Mr. Ashishkumar Jayantilal Kapadiya	Non-Executive & Non-Independent Director	10212557
5	Mr. Maheshkumar Jethabhai Patel	CFO	******2E
6	Ms. Shivi Kapila	Company Secretary	******1B

¹ Ms. Shivi Kapila resigned from the post of Company Secretary w.e.f. 2nd June, 2026 .

Apart from the above, there were no other changes in the composition of the Board during FY 2025-26 and till the date of the Board s Report. Independent Directors are not liable to retire by rotation.

31. Declaration by Independent Directors

Mr. Peeyush Sethia and Ms. Apra Sharma confirmed that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. The Board noted the confirmations.

32. Corporate Governance

As per Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, the Report on Corporate Governance and certificate regarding compliance with Corporate Governance conditions are annexed as Annexure - 2 .

33. Deposits

The Company neither accepted nor renewed any deposits during the financial year under Section 73 of the Companies Act, 2013. Hence, there was no default in repayment of deposits or payment of interest.

34. Dematerialisation of Equity Shares

The Company s shares are under compulsory demat form. The Company has connectivity with NSDL and CDSL. ISIN: INE789R01022 . Shares are held in electronic and physical modes.

35. Formal Annual Evaluation Process by Board

The Board carried out evaluation of its own performance, individual Directors, Board Committees and the Chairman based on attendance, contribution towards business development and other criteria recommended by the NRC. The evaluation covered working of the Board, Committees, experience and expertise, performance of specific duties and obligations. Directors expressed satisfaction with the evaluation process and outcome. In a separate meeting, Independent Directors evaluated Executive and Non-Executive Directors performance, targeted goals and expansion plans; the outcome was satisfactory.

36. Auditors

A. Statutory Auditor: M/s. S S R V & Associates, Chartered Accountants, Mumbai (Firm Registration No. 135901W ), were appointed as Statutory Auditors for FY 2025-26. The Auditor s Report for FY ended 31st March, 2026 was issued with an unmodified opinion and forms part of the Annual Report.

B. Secretarial Auditor: The Board appointed M/s. Dhruvi Patel & Associates, Company Secretaries, as Secretarial Auditor for FY 2025-26 under Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed as Annexure - 3 in Form MR-3.

The Secretarial Auditor s report made the following adverse remarks, with management replies:

1. Annual Secretarial Compliance Report under Regulation 24A of SEBI LODR not submitted within stipulated time. Reply: Management ensured diligent steps for timely compliance in future.

2. Non-compliance with Regulation 18 of SEBI LODR regarding constitution of Audit Committee for the quarter ended 30th June, 2025. Reply: Due to inadvertence, wrong composition was shown. Correct compositions were filed for subsequent periods and revised report for the said period will be filed. Management ensured diligent steps for true and fair compliance.

3. Non-compliance with Regulation 6(1) of SEBI LODR regarding appointment of Qualified Company Secretary as on year ended 31st March, 2025. Reply: The Company was identifying and appointing a suitable qualified Company Secretary. After due selection and recruitment, a qualified Company Secretary was appointed and the vacancy was duly filled. The Company is presently in compliance with applicable provisions.

4. Non-compliance with Regulation 13(1) of SEBI LODR - non-redressal of investor complaints within stipulated time. Reply: Management ensured diligent steps for timely compliance in future.

5. Non-compliance with Regulation 44(3) of SEBI LODR regarding submission of Scrutinizers Report to the stock exchange for the Extraordinary General Meeting held on 28th April, 2025. Reply: Management ensured diligent steps for timely compliance in future.

6. Company status shown as SDD Non-Compliant on BSE website. Reply: Due to an unforeseen technical issue/data corruption in the software system, existing data could not be retrieved. The Company initiated corrective steps and is installing a new SDD software system. The Company remains committed to SEBI regulations and strengthening compliance mechanisms.

37. Disclosures

A. Composition of Audit Committee: Meetings held on 28th May 2025, 25th July 2025, 14th August 2025, 5th September 2025, 14th November 2025 and 14th February 2026.

Name	Status	Entitled	Attended
Mr. Peeyush Sethia	Chairperson	6	6
Mr. Maheshkumar Jethabhai Patel	Member	6	6
Ms. Apra Sharma	Member	6	6

B. Composition of Nomination and Remuneration Committee: Meeting held on 5th September 2025.

Name	Status	Entitled	Attended
Mr. Peeyush Sethia	Chairperson	1	1
Ms. Apra Sharma	Member	1	1
Mr. Ashishkumar Jayantilal Kapadiya	Member	1	1

C. Composition of Stakeholders Relationship Committee: Meeting held on 5th September 2025.

Name	Status	Entitled	Attended
Ms. Apra Sharma	Chairperson	1	1
Mr. Peeyush Sethia	Member	1	1
Mr. Ashishkumar Jayantilal Kapadiya	Member	1	1

38. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to a safe and conducive work environment. No cases were filed under the POSH Act during the year:

? Complaints filed during the financial year: NIL

? Complaints disposed of during the financial year: NIL

? Complaints pending as on end of the financial year: NIL

39. Industrial Relations

Relations between employees and management remained cordial during the year.

40. Maintenance of Cost Records

The Central Government has not prescribed maintenance of cost records under Section 148(1) of the Act for the Company s activities.

41. Insolvency and Bankruptcy Code, 2016

There were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

42. One-Time Settlement Valuation

There was no one-time settlement of loans taken from Banks and Financial Institutions during the year.

43. Acknowledgements

The Directors expressed sincere appreciation for cooperation and assistance received from Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates. They also recognised and placed on record gratitude for the commitment displayed by all executives, officers and staff at all levels and looked forward to continued stakeholder support.

Registered A-207, Corporate Office: Road, Prahlad	By the Order of the Board of
Nagar, Rasta, Ahmedabad, Gujarat, India, Satellite, Jodhpur Char	Franklin Industries Limited
380015.
	Sd/-	Sd/-
	Ashishkumar Kapadiya	Maheshkumar Patel
Place: Ahmedabad th	Director	Managing Director
Date: 7 August, 2026	DIN: 10212557	DIN: 10872459