Global Ocean Logistics India Ltd Directors Report

To

The Members,

Global Ocean Logistics India Limited

The Directors are pleased to present to you the 6th Annual Report of Global Ocean Logistics India

Limited ("The Company" or "Your Company") along with the Audited Financial Statements for the

Financial Year ended March 31, 2026.

1. COMPANY OVERVIEW

Global Ocean Logistics India Limited is an integrated logistics and supply chain solutions provider, offering end-to-end services across ocean, air, and land transportation. Headquartered in India, the Company serves a diversified portfolio of customers across industries including manufacturing, textiles, chemicals, engineering goods, FMCG and retail, with a strong focus on reliability, transparency and cost efficiency in every shipment.

2. FINANCIAL HIGHLIGHTS

The table below gives the financial highlights of the Company for the year ended 31st March, 2025, as compared to the previous year:

(Amt in lakhs)

Particulars	2025-26	2024-25
Total Income	21,102.00	19,159.95
Total Expenses	19733.86	18249.21
Profit before extraordinary items and tax	1368.14	910.74
Extraordinary Items	-	-
Profit before tax	1368.14	910.74
Tax expense
1. Current Tax	346.53	230.77
2. Deferred Tax	(2.17)	(1.54)
3. Excess/(Short) Provision of Tax for earlier years	-	-
Profit /(loss) after tax for the year	1023.78	681.51

3. PERFORMANCE OVERVIEW

During the financial year under review, the Company continued to maintain a positive financial performance. The Total Income of the Company increased to 21,102.00 lakhs in FY 2025-26 as compared to 19,159.95 lakhs in FY 2024-25, registering an increase of approximately 10.14%. The Total Expenses increased to 19,733.86 lakhs during FY 2025-26 as against 18,249.21 lakhs in the previous financial year. Despite the increase in expenses, the Company recorded a

Profit Before Tax of 1,368.14 lakhs, as compared to 910.74 lakhs in FY 2024-25, reflecting an increase of approximately 50.22%.

After considering the tax expense, including current tax and deferred tax, the Company reported a Profit After Tax of 1,023.78 lakhs for FY 2025-26, as against 681.51 lakhs in FY 2024-25, representing an increase of approximately 50.15%.

4. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company

5. STATE OF COMPANYS AFFAIRS AND OPERATIONS

The Company aims at carrying on the business of logistics, transportation, supply chain management, warehousing, distribution, freight forwarding and allied logistics services, and to undertake all affairs and operations incidental or ancillary thereto.

6. SHARE CAPITAL STRUCTURE AUTHORISED SHARE CAPITAL

The Authorised Equity Share Capital as on 31st March, 2026 stood at Rs. 15,00,00,000/- (Rupees Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of the face value of Rs. 10/- (Rupees Ten) each.

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL:

However, the paid-up Share Capital of the Company stood at Rs. 14,44,26,910 (Rupees Fourteen Crore Forty-Four Lakh, Twenty-Six Thousand Nine Hundred and Ten Only) comprising of 1,44,42,691 (One Crore Forty-Four Lakh Forty-Two Thousand Six Hundred Ninety-One) Equity Shares of the face value of Rs.10/- (Rupees Ten) each. During the year, the Paid-up Capital was increased from Rs. 10,54,34,910 to 14,44,26,910.

7. DIVIDEND

In order to preserve funds for future business endeavours and to standalone the financial position of the Company, no dividend is declared for the current financial year due to conservation of profit and continued investment in the business.

8. SUBSIDIARIES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary companies and associate companies as on 31st March, 2026.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

During the year under review, the following mentioned were the Directors of the Company as on March 31, 2026:

Sr. No	Name of Directors	DIN/PAN	Designation
1.	Niraj Nandkishor Narsaria	07014082	Managing Director
2.	Namita Niraj Narsaria	11068283	Director
3.	Virendra Rastogi	00036391	Independent Director
4.	Pratapkumar Dilipkumar Sinha	03060181	Independent Director
5.	Satish Brijbhan Singh	10866192	Whole Time Director
6.	Shweta Sarraf	FOQPS7976A	Company Secretary and Compliance Officer

APPOINTMENT DURING THE YEAR

Ms. Namita Niraj Narsaria (DIN: 11068283) was appointed as an Additional Non-Executive Director of the Company with effect from 22nd April, 2025. Subsequently, she was regularised as a Non-Executive Director of the Company at the 1st ExtraOrdinary General Meeting of the Company for the Financial Year 2025-26 held on 28th April, 2025.

Mr. Satish Singh (DIN: 10866192) was appointed as an Additional Executive Director of the Company with effect from 22nd April, 2025 and was subsequently regularised as an Executive Director of the Company at the 1st Extra-Ordinary General Meeting of the Company for the Financial Year 2025-26 held on 28th April, 2025. He was appointed as the Chief Financial Officer (CFO) of the Company with effect from 22nd April, 2025. Further, his designation was changed from Executive Director to Whole-Time Director with effect from 28th April, 2025.

Ms. Shweta Sarraf (PAN: FOQPS7976A) was appointed as the Company Secretary of the Company with effect from 1st October, 2025.

RESGNATION DURING THE YEAR

Ms. Sweety Jhunjhunwala Company Secretary & Compliance Officer of the Company resigned with effect from 1st October, 2025.

10. CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A copy of the Code has been put on the Companys website.

11. FAMILIARIZATION PROGRAMME FOR DIRECTORS

At the time of appointment of the Director, a formal letter of appointment is given to the Director. The Director is also explained in detail the roles, functions, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act, 2013, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. Further the Managing Director also holds one to one discussion with the newly appointed Director to familiarize him/her with the Companys operations.

The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors and various Committees of the Board. The details of the Companys familiarization programme for Independent Directors can be accessed at company

12. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of your Company. The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual Directors including the Chairman and the Managing Director on their personal performance, participation, contribution and offering guidance and understanding of the areas which were relevant to them in their capacity. The Directors were also assessed on selected parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Companys Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

The Board expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board and its Committees with the Company and its Management.

13. MEETINGS OF THE BOARD AND COMMITTEES

The Board met 19 (Nineteen) times during the financial year. The gap between these meetings was within the prescribed period under the Act and SEBI Listing Regulations.

The Audit Committee met 4 (Four) times during the financial year, Nomination and Remuneration Committee met 2 (Four) times during the year. The gap between these meetings was within the prescribed period under the Act and SEBI Listing Regulations.

Sr. No	Date of the Meeting	Number of Directors Present in the Meeting	Name of the Directors present in the Meeting
1	22.04.2025	3	1. Mr. Niraj Narsaria
			2. Mr. Virendra Rastogi
			3.Mr. Pratapkumar
			Dilipkumar Sinha
2	08.05.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
3	19.05.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
4	23.05.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
5	26.05.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
6	29.05.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
7	30.05.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
8	31.05.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
9	07.07.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
10	16.07.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
11	01.10.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
12	15.10.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
13	01.11.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
14	24.11.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
15	10.12.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
16	20.12.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
17	22.12.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
18	23.12.2025	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha
19	31.03.2026	5	1. Mr. Niraj Narsaria
			2. Mr. Satish Singh
			3. Ms. Namita Narsaria
			4. Mr. Virendra Rastogi
			5. Mr. Pratapkumar Dilipkumar Sinha

14. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed for independent directors under Section 149(6) of the Act and Regulation 16(b) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent Directors possess the requisite qualifications, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

15. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, your Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going concern basis;

5. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

16. LISTING OF EQUITY SHARES

During the financial year, the equity shares of the Company were listed on the BSE SME Platform of BSE Limited on 24th December, 2025, pursuant to the Initial Public Offering (IPO) undertaken by the Company. Accordingly, the Company became a listed entity with effect from the date of listing and is subject to the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, rules and regulations.

17. BOARD COMMITTEES

The Board of Directors of the Company has constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, such as Audit Committee, Nomination, Remuneration and Compensation Committee, and Stakeholders Relationship Committee.

All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

AUDIT COMMITTEE

The Composition of Audit Committee as on 31st March, 2026 is :-

Name	Designation in committee	Nature of Directorship
Mr. Niraj Nandkishor Narsaria	Member	Executive & Chairman Cum Managing Director.
Mr.Virendra Rastogi	Member	Non-Executive Independent Director.
Mr.Pratapkumar Dilipkumar Sinha	Chairman	Non-Executive Independent Director.

NOMINATION REMUNERATION AND COMPENSATION COMMITTEE

The Composition of Nomination, Remuneration and Compensation Committee as on 31st March, 2026 is:-

Name	Designation In Committee	Nature of Directorship
Mr. Virendra Rastogi	Chairman	Non-Executive Independent Director
Mr. Pratapkumar Dilipkumar Sinha	Member	Non-Executive Independent Director
Ms. Namita Niraj Narsaria	Member	Non-Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition of Stakeholder Relationship Committee as on 31st March, 2025 is:-

Name	Designation In Committee	Nature of Directorship
Ms. Namita Niraj Narsaria	Chairman	Non-executive Director
Mr. Niraj Nandkishor Narsaria	Member	Executive & Chairman Cum Managing Director
Mr. Virendra Rastogi	Member	Non-Executive Independent Director
Mr. Pratapkumar Dilipkumar Sinha	Member	Non-Executive Independent Director

INTERNAL COMPLAINTS COMMITTEE UNDER POSH

The Composition of Internal Complaints Committee as on 31st March, 2026 is :-

Name	Designation In Committee	Nature of Directorship
Ms. Namita Niraj Narsaria	Chairman/ Presiding Officer	Non-executive Director
Mr. Virendra Rastogi	Member	Non-Executive Independent Director
Mr. Pratapkumar Dilipkumar Sinha	Member	Non-Executive Independent Director

18. RISK MANAGEMENT

The Company has Risk Management Systems in place including identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives/the Board to control the exposure of the risk and balance the impact of risk on a continuous basis.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company is committed to upholding the highest standards of professionalism, transparency, and ethical conduct in all our operations. The updated Whistle Blower Policy reflects Industry best practices and ensures full compliance with relevant regulations. The Whistle Blower Policy of the Company, establishes a clear and structured process for reporting any unethical or improper activity, no matter how minor or perceived. It offers a safe platform for all stakeholders to voice concerns or grievances regarding unethical, unlawful, or inappropriate behaviour, without fear of retaliation, discrimination, or harassment. Further, it provides clear guidelines for reporting any suspected Violations of Laws, Company Values, Code of Conduct, or Insider Trading norms. The Company also facilitates written disclosures as per the adopted policy. The policy is reflection of the Companys dedication to robust governance and ethical business practices. The Company encourages all employees and stakeholders to make use of defined channels to report any concerns as per the procedure outlined in the policy. Protected Disclosures can be submitted either online or offline, directly to the relevant Committee, with full assurance that all matters will be handled with strict confidentiality. The policy is available on the website of the company at https://globalocean.in/policies

20. AUDIT COMMITTEE MEETING

Sr. No	Date of the Meeting	Number of Members Present in the Meeting	Name of the Directors present in the Meeting
1	07.07.2025	3	1. Mr. Niraj Narsaria
			2. Mr. Virendra Rastogi
			3.Mr. Pratapkumar
			Dilipkumar Sinha
2	24.11.2025	3	1. Mr. Niraj Narsaria
			2. Mr. Virendra Rastogi
			3.Mr. Pratapkumar
			Dilipkumar Sinha
3	23.12.2025	3	1. Mr. Niraj Narsaria
			2. Mr. Virendra Rastogi
			3.Mr. Pratapkumar
			Dilipkumar Sinha
4	31.03.2026	3	1. Mr. Niraj Narsaria
			2. Mr. Virendra Rastogi
			3.Mr. Pratapkumar
			Dilipkumar Sinha

21. NOMINATION AND REMUNERATION COMMITTEE MEETING

Sr. No	Date of the Meeting	Number of Members Present in the Meeting	Name of the Directors present in the Meeting
1	01.10.2025	3	1. Mr. Virendra Rastogi
			2.Mr. Pratapkumar
			Dilipkumar Sinha
			3. Ms. Namita Narsaria

22. STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Sr. No	Date of the Meeting	Number of Members Present in the Meeting	Name of the Directors present in the Meeting
1	31.03.2026	3	1. Mr. Niraj Narsaria
			2. Ms. Namita Narsaria
			3. Mr. Virendra Rastogi
			4. Mr. Pratapkumar
			Dilipkumar Sinha

23. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Ms. Bhagwati Sharma, Proprietor of M/s Bhagwati Sharma a Company Secretary in Practice for a term of 5 (five) consecutive years to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the year under review issued by M/s. Bhagwati Sharma is annexed to this Report as Annexure A.

25. STATUTORY AUDITORS

At the 5th Annual General Meeting of the Company held in the year 2025, the Shareholders had approved the appointment of M/S J S Bhalja & Co Chartered Accountants, (Firm Registration No. 158377W) as the Statutory Auditors of the Company for a period of five years from the conclusion of the 5th AGM till the conclusion of the 10th AGM., in terms of the applicable provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditors Report on the Financial Statements of the Company for the year under review, "with a qualified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

26. INTERNAL AUDITORS

The Board had appointed M/s. Dharmesh B Mehta & Co., Chartered Accountant as the Internal Auditor of the Company.

27. AUDITORS REPORT

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

28. REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Directors Report.

29. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended 31st March, 2026 is uploaded on the website of the Company and can be accessed at https://globalocean.in/index

30. PUBLIC DEPOSITS

As on April 01, 2025, the Company was not having any outstanding deposit falling under the scope of Chapter V of the Companies Act, 2013 and it has not accepted any deposit covered under said Chapter during the financial year 2025-26. As on March 31, 2026, the Company was not having any outstanding deposit falling under the scope of the said Chapter.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In accordance with the provisions of Sections 134(3)(g) and 186(4) of the Act, full particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient have been disclosed in the standalone financial statements.

32. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year were on arms length basis and in the ordinary course of business. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year under review.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company https://globalocean.in/policy/related_party_transaction_policy.pdf

33. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The Company ensures optimized and efficient consumption of energy in all the offices/branches of the Company. With the implementation of its digital initiatives the Company has also substantially reduced its paper consumption. The Company has always leveraged technological innovations to improve its operational efficiency and satisfy and retain our customer base.

Foreign Exchange Earnings & Outgo

Earnings: 238.23 Lakhs Outgo 75.91 Lakhs

34. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal financial control over financial reporting includes those policies and procedures that pertains to maintenance of records, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.

The Companys Board and Audit Committee reviews the adequacy and effectiveness of internal control systems, internal audit reports and legal compliances and provides guidance for further strengthening them. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to the Board for its approval for FY 2025-26.

35. SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS

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

36. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

37. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Companys website.

38. HUMAN RESOURCES

As on 31st March 2026, the total strength of the Companys permanent employees stood at 53 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

39. MANAGEMENT ANALYSIS AND DISCUSSION REPORT

As per Regulation 34(2)(e) of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report containing the details required under Schedule (V)(B) highlighting the business of your Company forms part of the Annual Report. It, inter-alia, provides details about the economy, business, performance review of the Companys various businesses and other material developments during the year 2025-26 and is separately attached as Annexure B

40. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof. The information containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

41. CORPORATE SOCIAL RESPONSIBILITY POLICY

During the financial year, the Company was required to undertake Corporate Social Responsibility ("CSR") activities in accordance with the provisions of Section 135 of the

Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company had earmarked an amount of 12,50,000/- (Rupees Twelve Lakh Fifty Thousand Only) towards CSR expenditure for undertaking the identified CSR activities. However, the said amount remained unspent during the financial year.

Accordingly, in compliance with the applicable provisions of Section 135(6) of the Companies Act, 2013, the Company has transferred the unspent CSR amount of 12,50,000/- (Rupees Twelve Lakh Fifty Thousand Only) to the Unspent Corporate Social Responsibility Account opened by the Company with a scheduled bank, to be utilised for the ongoing CSR project(s) in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

42. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. To build awareness in this area, the Company has been conducting induction/ training programmes in the organisation on a periodical basis. The Company has not received any complaint of sexual harassment during the financial year 2025-26.

43 . MATERNITY POLICY:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

44. ANY POLITICAL CONTRIBUTION:

The Company has neither made any political contributions during the year nor disclosed the absence of such contributions as required under Section 182 of the Companies Act, 2013.

45. INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year 2025-26.

46. MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the year. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

47. RBI GUIDELINES

The Company continues to be in compliance with the RBI Directions.

48. CORPORATE GOVERNANCE

Since the equity shares of the Company are listed on the SME Platform of BSE Limited, the provisions relating to submission of a separate Corporate Governance Report under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent exempted for entities listed on the SME Exchange, are not applicable to the Company.

49. RESIDUARY DISCLOSURES

i. During the financial year 2025-26, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2025-26, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2025-26, no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5) (vii) of the Companies (Accounts) Rules, 2014 is not applicable;

iv. 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 this Report;

v. During the financial year 2025-26, there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

vi. There is no one time settlement with any Banks or Financial Institutions during the financial year 2025-2026, and hence disclosure related to details of difference between amount of the valuation

50. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, shareholders, investors, parent company, collaborators, vendors, financial institutions, banks, regulatory authorities and the society at large during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

	For and on behalf of Board of Directors
	Sd/-
	Niraj Narsaria
	Chairman and Managing Director
	(DIN: 07014082)
Date: 07.09.2025
Place: Mumbai