Hamps Bio Limited Directors Report

To

The Members,

HAMPS BIO LIMITED

(Formerly Known as HAMPS BIO PRIVATE LIMITED) ANKLESHWAR

Your Directors hereby present the 19th Annual Report of your company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31 s1 March, 2026.

FINANCIAL RESULTS:

	(Amount in Lakhs)	(Amount in Lakhs)	(Amount in Lakhs)	(Amount in Lakhs)
Particulars	Year ended 31 s March, 2026	Year ended 31 s * March, 2025	Year ended 31 st March, 2026	Year ended 31 st March, 2025
(a) Turnover (including Other Income)	884.86	681.99	447.72	681.99
(b) Net Profit/Loss (before depreciation and tax)	19.38	78.09	0.87	78.09
Less: Depreciation	81.24	37.71	51.49	37.71
(c) Net Profit/(Loss) before tax	(61.86)	40.38	(50.62)	40.38
Less: Provision for Tax
Current Tax:		11.35	0.40	11.35
Deferred Tax:	3.63	(0.74)	3.29	(0.74)
(d) Net Profit/(Loss) after tax	(65.49)	29.77	(54.31)	29.77

STATE OF COMPANYS AFFAIRS:

During the financial year ended March 31,2026, Hamps Bio Limited continued to maintain its strategic growth momentum with a focus on capacity expansion, infrastructure development, sustainability, and strengthening of its core business verticals. The Company witnessed continued growth in its operations and production capabilities, while taking significant steps towards creating a robust platform for sustainable long-term growth and enhanced market opportunities.

During the year under review, the Company commissioned and operationalized a 350 kVA ground-mounted solar power plant at its Ankleshwar facility, marking an important step towards the Companys commitment to renewable energy, energy efficiency, and reduction of its carbon footprint. The Company also strengthened its manufacturing infrastructure through the expansion and development of its Bhatpore, Surat manufacturing facility, which has now commenced full-fledged production operations. The additional production infrastructure at Surat, together with the existing capacity at Ankleshwar, has enhanced the Companys overall manufacturing capabilities and positioned it to cater to increasing domestic and export demand.

Further, during the year, HSDL Innovative Private Limited became a wholly-owned subsidiary of Hamps Bio Limited. The integration of HSDL Innovative Private Limited into the Group has strengthened the Companys presence in the freeze-drying and value-added food products segment and is expected to provide additional revenue contribution, operational synergies, and opportunities for business expansion. The subsidiarys operations complement the Companys existing capabilities and are expected to contribute meaningfully towards the Groups sustainable growth in the coming years.

With the enhanced manufacturing infrastructure, increased production capabilities, renewable energy initiatives, and consolidation of the subsidiary business, the Company remains well positioned to pursue further growth in both domestic and international markets. The Company expects continued improvement in capacity utilization, export opportunities, revenue generation, and overall operational efficiency during the ensuing financial year, subject to prevailing market conditions.

The Management remains committed to strengthening the Companys business fundamentals, expanding its product portfolio and market reach, improving operational efficiencies, and creating sustainable long-term value for all stakeholders.

Standalone Performance

During the Financial Year under review, the Company has earned standalone total revenue of Rs. 851.65/- Lakhs as compared to the previous Financial Year Rs. 666.88/- Lakhs.

• During the Financial Year under review, the Standalone Net loss amounted to Rs. (65.49)/- Lakhs as compared to the previous year Net Profit of Rs. 29.77/- Lakhs.

Consolidated Performance

During the Financial Year under review, the Company has earned Consolidated total revenue of Rs.448.31/-Lakhs.

• During the Financial Year under review, the Consolidated Net loss amounted to Rs. 54.31/- Lakhs.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. Factors of evaluation include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year 20252026.

WEB LINK OF ANNUAL RETURN, IF ANY:

The Annual Return for the financial year 2025-26, pursuant to Section 92(3) of the Companies Act, 2013 will be made available on the website of the Company at

.

SHARE CAPITAL:

The authorized share capital of the company as on 31.03.2026 is Rs. 10,00,00,000 (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10 each and the paid- up share capital of the Company as on 31.03.2026 is Rs. 8,71,20,000 divided into 87,12,000 Equity shares of Rs. 10/- each.

Authorized Share Capital

During the year under review, the members of the Company at their Annual General Meeting held on August 30, 2025 approved increase in Authorized Share Capital from Rs. 5,00,00,000/- (Rupees Five Crore) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

Paid-up Share Capital

• Issue of Bonus equity shares:

During the year under review, in order to encourage the shareholders continued support, the Board has allotted 43,56,000 equity shares having face value of10/- each as bonus equity shares, in the ratio of One (1) equity share having face value of 10/- each for every One (1) existing equity share having face value of 10/- each in the meeting of September 10, 2025. The issue of Bonus Shares has been approved by the shareholders of the Company in the Annual General Meeting dated August 30, 2025.

Pursuant to the provisions of Regulation 32of the Listing Regulations, the Company had utilized the net proceeds of IPO as on March 31, 2026, in objects mentioned below:

Original Object	Modified Object, if any	Original Allocation (Rs. in Crores)	Modified allocation , if any	Funds Utilised (Rs. in Crores)	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if any
1. Purchase of plant & machinery for FMCG division;	Not Applicable	359.00	Not Applicable	359.00	Not Applicable	Utilisation upto March, 2026
2.Enhancing the visibility and awareness of our brand;	Not Applicable	50.00	Not Applicable	50.00	Not Applicable	Utilisation upto March, 2026
3. Issue Expenses	Not Applicable	61.33		61.33		Utilisation upto March, 2026
4. General corporate purposes	Not Applicable	151.87	Not Applicable	151.87	Not Applicable	Utilisation upto March, 2026

Objects for which funds have been raised and where there has been a deviation, in the following table:

LISTING FEES:

The Company has paid Listing Fees for the Financial Year 2025-26 to the Stock Exchange, where its Equity Shares are listed.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

(A) Appointment/ Cessation:

During the year under review, Ms. Radhika Arun Kanodiya (DIN: 07862908), resigned from the position of Non-Executive Independent Director with effect from 23.06.2025.

During the year under review, Mrs. Shivali Rajpurohit was appointed as an additional director as on 25.08.2025 and regularised as Non-Executive Independent Director on approval of members at the Extraordinary General Meeting duly held on 24.11.2025.

(B) Retire by Rotation and Re - Appointment:

Mrs. Pallavi Herrik Shah, Director will retire by rotation at ensuing Annual General Meeting and being eligible, she has offered to be re-appointed as Director. The Board proposes his reappointment to the members.

(C) Kev Managerial Personal:

The following persons were designated as Key Managerial Personnel as on 31.03.2026

1. HERRIK MOUNTBATON SHAH	Managing Director
2. SIIRENIKKUMAR MOUNTKUMAR SHAH	Whole-Time Director
3. PALLAVI HERRIK SHAH	Director
4. MITALI SHRENIKKUMAR SHAH	CFO
5. SHIVALI RAJPUROHIT	Independent Director
6. JINAY D1PAKKUMAR PALRECFIA	Independent Director
7. KOMALJAIN	Company Secretary

(D) Declaration given bv the Independent Directors:

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as Listing Regulations.

In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a tine and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) Clause (e) of section 134(5) is not applicable as the Company is not a listed Company

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS:

During the financial year 2025-26, the Board of Directors of the Company duly meet ten times

S No. Date of Meeting	Board Strength	No. of Directors Present
1 28.05.2025	5	4
2 29.07.2025	4	4
3 21.08.2025	4	4
4 25.08.2025	4	4
5 10.09.2025	5	5
6 31.10.2025	5	5
7 14.11.2025	5	5
8 24.12.2025	5	5
9 28.12.2025	5	5
10 14.02.2026	5	5

COMMITTEES OF BOARD:

During the year under review, your directors have constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all the Board level committees have been elaborated in the report.

I. AUDIT COMMITTEE:

The Composition of the Committee and Attendance of the members are as under:

Sr. No Name of Members	Designation	Number of Meeting Entitled	Number of Meeting Attended
1 JINAY D1PAKKUMAR PALRECHA	CHAIRPERSON	5	5
(NON EXECUTIVE INDEPENDENT DIRECTOR)
2 SHIVALI RAJPUROHIT (NONEXECUTIVE INDEPENDENT DIRECTOR )	MEMBER	3	3
3 PALLAVI HERRJK SHAH (NONEXECUTIVE DIRECTOR)	MEMBER	5	5

The Audit Committee reconstituted its composition vide the board resolution dated 25/08/2025.

During the year, 5 meetings of the Audit Committee were held during the financial year 2025-26 on following dates:

28.05.2025, 29.07.2025, 06.11.2025,27.12.2025 and 14.02.2026.

Requisite quorum was present during the meetings.

II. NOMINATION & REMUNERATION COMMITTEE

The Composition of the Committee and Attendance of the members are as under:

Sr. No Name of Members	Designation	Number of Meeting Entitled	Number of Meeting Attended
1 SHIVALI RAJPUROHIT	CHAIRPERSON	0	0
(NONEXECUTIVE INDEPENDENT DIRECTOR )
2 JINAY DIPAKKUMAR PALRECHA (NON EXECUTIVE INDEPENDENT DIRECTOR)	MEMBER	2	2
3 PALLAVI HERRIK SHAH (NONEXECUTIVE DIRECTOR)	MEMBER	2	2

The Nomination and Remuneration Committee reconstituted its composition vide the board resolution dated 25/08/2025.

During the year, 2 meetings of the Nomination and Remuneration Committee were held during the financial year 2025-26 on following dates:

29.07.2025 and 25.08.2025.

Requisite quorum was present during the meetings.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Committee and Attendance of the members are as under:

Sr. No Name of Members	Designation	Number of Meeting Entitled	Number of Meeting Attended
1 PALLAVI HERRIK SHAH	CHAIRPERSON	1	1
(NON EXECUTIVE DIRECTOR)
2 JINAY DIPAKKUMAR PALRECHA (NON EXECUTIVE INDEPENDENT DIRECTOR)	MEMBER	1	1
3 SHIVALI RAJPUROHIT (NONEXECUTIVE INDEPENDENT DIRECTOR )	MEMBER	1	1

The Stakeholders Relationship Committee constituted its composition vide the board resolution dated 25/08/2025.

During the year, 1 meeting of the Nomination and Remuneration Committee were held during the financial year 2025-26 on following dates:

26.12.2025.

Requisite quorum was present during the meetings.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR

The Members of the Company at their 16th Annual General Meeting held on September 30,2023, have appointed M/s. MGVS & ASSOCIATES, Chartered Accountants, (FRN No. 140555W), as the Statutory Auditors of the Company for the period of 5 (five) years from the conclusion of the 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting of the company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are selfexplanatory.

SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s /s Richa Goyal & Associates, Company Secretary in Practice to conduct the secretarial audit for the financial years from FY 2025-26 to FY 2029-30 in the annual general meeting held on August 30, 2025. The Secretarial Audit Report as received from Mrs. Richa Manoj Goyal, Company Secretary in Practice is appended as Annexure-I to this Report.

INTERNAL AUDITOR

The Company has appointed M/s Naviwala & Associates, Chartered Accountants of the Company as Internal Auditor of the Company for conducing Internal Audit of Company for Financial Year 2025-26, according to the Section 138 of the Companies Act, 2013 and read with the Rule 13 of The Companies (Accounts) Rules, 2014.

Further, the Board has re-appointed M/s Naviwala & Associates, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2025-26 in the board meeting held on 29th May, 2026.

COST AUDITOR

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the F.Y. ended 31st March,2026. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31st March,2026.

BOARDS COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY:

Statutory Auditors

Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:

During the financial year 2025-26, the Company has made the investment in securities of other body corporate i.e. the Company has acquired 100 % equity share capital of HSDL Innovative Private Limited to make it Wholly Owned Subsidiary.

Further the Company has not given any guarantee or security to any person or body corporate. PARTICULARS OF RELATED PARTY TRANSACTIONS

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annevure- II.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return is available on the website of the company i.e.

.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III.

TRANSFER TO GENERAL RESERVES:

During the financial year under review, your Company has not transferred any amount to General Reserve.

DIVIDEND:

Your Directors do not recommend any dividend during the financial year ended 31.03.2026. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried an annual performance evaluation of its own performance, committees and the directors individually.

BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Act and SEB1 Listing Regulations are available on the website of the Company at

httns://www. hampsbio.com/.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a Director and also a policy for remuneration of directors, key managerial personnel and senior management. The Nomination and Remuneration Policy of Company is available at the website of the Company .

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment. Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

The Board states that there were no cases or complaints tiled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of Complaint received by the company during the year 2025-26 are as under:

• The number of sexual harassment complaints received during the year - NIL

• The number of such complaints disposed of during the year-NA

• The number of cases pending for a period exceeding ninety days- NA

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated an elaborate Risk Management policy which is duly implemented and reviewed from time to time in order to align it with the evolving market conditions.

VIGIL MECHANISM/WH1STLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on the website of the Company .

During the year under review, the Company has not received any complaint under the whistle blower policy.

MATERIAL CHANGES & COMMITMENTS

There has been no material changes and Commitment 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 date of the Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absoiption and foreign exchange earnings and outgo stipulated under Section I34(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended is provided as Annexure- IV of this Report.

DETAILS OF COMPANYS CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Corporate Social Responsibility as contained under the Companies Act, 2013 are not applicable on the Company.

COST RECORD:

The provision of Cost audit as per section 148 doesnt applicable on the Company. CORPORATE GOVERNANCE:

Since the Company is listed on BSE SME, the Company is exempt from applicability of certain regulations pertaining to Corporate Governance under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEB1 Listing Regulations, is presented in a section forming part of this Annual Report as Annexure

JOINT VENTURE/ ASSOCIATE OR SUBSIDIARY COMPANIES

During the year under review, the company has one wholly owned subsidiary namely HSDL Innovative Private Limited. The Company does not have any Joint venture and Associate Companies. The Report on the performance and financial position of wholly owned subsidiary in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure VI.

DEPOSITS

The Board states that no disclosure or reporting was required in respect of the details relating to deposits covered under Chapter V of the Act as there were no deposits during the financial year 2025-26.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2025-26.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

INTERNAL FINANCIAL CONTROLS

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

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

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There is no such order passed by the Regulators/Courts/Tribunals in respect to the Company during the financial year.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the co-operation and support extended by the Share Holders, various authorities, banks, dealers and vendors.

The Directors also acknowledge with gratitude the dedicated efforts and valuable contribution made by all the employees of the Company.

For HAMPS BIO LIMITED
(FORMERLY KNOWN AS HAMPS BIO PRIVATE LIMITED)

19TH ANNUAL REPORT 2025-26

Date: 12/08/2026
Place: Ankleshwar

Sd/-	Sd/-
HERRIK MOUNTBATON SHAH	SHRENIKKUMAR
DIN:01052316	MOUNTKLMAR SHAH
(Managing Director)	DIN:00973690
	(Whole-time director)