Harish Textile Engineers Ltd Directors Report

*Mr. Ritesh Patel, Independent Director, has been resigned from the post of Directorship w.e.f. 10th June, 2025.

**Mr. Mahesh Ratilal Sapariya Independent Director, has been resigned from the post of Directorship w.e.f. 14th November, 2025.

***Mr. Ashwini Ramakant Gupta (DIN: 08930567) was appointed as a Non-Executive, Independent Director of the Company w.e.f. 10th June, 2025.

Change in Directors and Key Managerial Personnel:

During the year under review there are following changes in the Board of Directors of the Company.

a) Mrs. Bhavna Ronil Brahmbhatt (DIN: 10736860) was appointed as a Non-Executive, Independent Director of the Company w.e.f. 04th September, 2024.
b) Mr. Sunil Narayan Bhiurd (DIN: 03469816) was appointed as an Executive Director of the Company w.e.f. 27th March, 2025.
c) Mr. Mahesh Ratilal Sapariya Independent Director, has been resigned from the post of Directorship w.e.f. 14th November, 2025.
d) Mr. Ritesh Harshad Patel (DIN: 00700189) has resigned from the post of Non-Executive, Independent Director of the Company w.e.f. 10th June, 2025.
e) Mr. Ashwini Ramakant Gupta (DIN: 08930567) was appointed as a Non-Executive, Independent Director of the Company w.e.f. 10th June, 2025.

During the year under review, there is change in the composition of the Board as stated below:

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014, the following are the Key Managerial Personnel of the Company as on the date of report:

M/s. K. M. Swadia & Co., Chartered Accountants (FRN: 110740W) were re-appointed as Statutory Auditors of the Company for a second term of five years, to hold office from the conclusion of the 14th Annual General Meeting until the conclusion of the 19th Annual General

Meeting of the Company to be held in the year 2029, subject to the provisions of the Companies Act, 2013 and the rules made thereunder.

The requirement for annual ratification of the appointment of Statutory Auditors by the members has been omitted pursuant to the Companies (Amendment) Act, 2017. Accordingly, no such ratification is required at the ensuing Annual General Meeting.

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the prescribed accounts and cost records, as specified by the Central Government. The Board of Directors had appointed M/s. Y S Thakar & Associates, (Membership No. 9688 & Firm Registration No. 000318), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended 31st March, 2026. The audit is in progress and the Cost Audit Report shall be submitted within the period prescribed under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Y S Thakar & Associates, (Membership No. 9688 & Firm Registration No. 000318), Cost Accountants in Practice, Vadodara, as the Cost Auditor of the Company for the financial year 2026-27.

The remuneration payable to the Cost Auditor is subject to approval/ratification by the shareholders at the ensuing Annual General Meeting, as applicable.

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. D N Vora & Associates (ACS No.: 46989, CP No. 21254), Company Secretary in Practice, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2026.

The Secretarial Audit report for the financial year ended 31st March, 2026 is attached as Annexure II to this Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. D N Vora & Associates (ACS No.: 46989, CP No. 21254), Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the five financial year from 2025-2026 to 2029-2030.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s. Ravi H. Dasija & Co., Chartered Accountants (ICAI FRN No. 138346W), as the Internal Auditors of the Company for a period of three financial years commencing from FY 2025-26 to FY 2027-28, to conduct the internal audit of the Company.

1. "The Company has failed to meet its redemption payment obligation on its 7% Unlisted, Secured, Unrated, Redeemable, Non-Convertible Debentures ("NCDs") - Old Series-Il and New Series-IV, which were due for redemption on October 07, 2025 and December 20, 2025 respectively. The principal amount due was INR 64.72 Lakhs in respect of Old Series-Il and INR 146.79 Lakhs in respect of New Series-IV and the interest due from April 01, 2025 to March 31, 2026 was INR 12.58 Lakhs. Subsequently, the Company has paid interest amounting to INR 9.28 Lakhs in the month of April 2026.

The Company has received a Notice of "Event of Default" dated November 11, 2025 from Debenture Trustee, Axis Trustee Services Limited. The Debenture Trustee has notified the Company of its intent to initiate enforcement proceedings. Further, the Debenture Trustee has called upon the Company to repay aggregate dues amounting to INR 211.51 Lakhs plus interest till December 31, 2025, payable to the Old Series Ill and New Series IV Debenture Holders. The financial results have not been adjusted to reflect the full impact of this breach, and in the absence of a complete assessment by the Management, we are unable to quantify the consequential impact on the financial position of the Company."

The Company has been in continuous discussions with the Debenture Holders and the Debenture Trustee for resolution of the outstanding obligations and has also made part payment of interest subsequent to the reporting date. Management is evaluating the implications arising from the said default and the related communications received from the Debenture Trustee. Pending completion of such assessment and ongoing discussions with stakeholders, the consequential financial impact, if any, cannot presently be determined with certainty.

2. "We have not been able to validate the computation of interest liability provided of Rs 64.48 lakhs in the financial statement for the MSME vendors under the MSMED Act, in the absence of adequate audit evidence to establish the amounts payable to the vendors on account of interest on their outstanding dues. As a result, we are unable to quantify the consequential impact on the financial position of the Company."

The Company is in the process of obtaining the latest MSME registration status and confirmations from its suppliers and is reviewing the interest liability in consultation with its advisors.

3. The Company has not quantified the impact of non-reversal of input tax credit pertaining to suppliers unpaid beyond 180 days as required under Section 16(2) of the CGST Act, 2017

read with Rule 37 of the CGST Rules. In the absence of such quantification, we are unable to determine the extent of overstatement of input tax credit and understatement of statutory liabilities and related interest, if any."

The Company is of the view that the concerned suppliers have duly discharged their GST liability and as a result of this there is no loss of revenue to the tax authorities. In view of this, the Company believes that there is no basis for reversal of the GST credit and thus no interest is also applicable.

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, M/s D N Vora & Associates, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y 2025-2026. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 2025-2026 in Form MR-3 is annexed to this report as Annexure-II.

The Secretarial Audit Report contains the following Qualification, Observation, Reservation, and Adverse Remark/Disclaimer as follows:

a) The Company has delayed in filing Audited Financial Results for the Quarter & Year ended on 31st March, 2025.

The delay in filing the Audited Financial Results for the quarter and financial year ended 31st March, 2025 was primarily due to the additional time required for completion of the audit and finalisation of the financial statements. The Company subsequently completed the necessary processes and filed the financial results with the Stock Exchange. The management has taken note of the observation and has strengthened its internal compliance monitoring mechanism to ensure timely submission of financial results within the prescribed timelines going forward.

b) The Company has delayed in filing Disclosure of Related Party Transactions for the Quarter & Year ended on 31st March, 2025.

The delay in filing the disclosure of Related Party Transactions for the quarter and financial year ended 31st March, 2025 was due to the time required for compilation, reconciliation and finalisation of the relevant related party transaction details. The requisite disclosure was subsequently filed with the Stock Exchange. The Company has strengthened its internal processes for timely compilation, review and submission of such disclosures to ensure compliance with the applicable regulatory requirements going forward.

c) It is observed that the Company has defaulted in the repayment of principal and/or interest obligations on its unlisted debentures.

The Company acknowledges the delay in servicing certain obligations relating to its unlisted debentures. The delay has arisen primarily on account of liquidity constraints and temporary mismatch in the Companys cash flows. The management is actively taking steps to improve liquidity and regularise the outstanding obligations, including through augmentation of funds and other appropriate financial measures.

The Company is also engaging with the concerned debenture holders/debenture trustee, as applicable, for resolution of the outstanding obligations. The management remains committed to meeting its obligations and taking all necessary steps for timely servicing of the outstanding dues.

d) The Company has made payment of annual Listing Fee for the year 2025-2026 after the due date.

The payment was made after the due date due to an inadvertent delay. The same has since been regularised, and necessary steps have been taken to ensure timely payment going forward.

e) The Company has made payment of annual charges for the year 2025-2026 to the Depositories after the respective due dates;

The payment of annual charges was made after the respective due dates due to an inadvertent delay. The same has since been regularised, and necessary steps have been taken to ensure timely payment going forward.

f) During the year, the Company received Demand-cum Show Cause Notice from the Office of the Assistant Commissioner of Customs, Air Cargo Complex, Mumbai in relation to customs/export matters and calling upon the Company to appear for personal hearing. The personal hearing has been conducted and further communication/order from the concerned authority is awaited.

The Company has duly attended the personal hearing before the concerned Customs Authority. Further communication/order from the Authority is awaited.

g) During the previous financial year, the Company had received an arbitration award and execution proceedings in relation to dues claimed by M/s. Ramdev Resins Private Limited aggregating to Rs. 28,20,230/- including interest. During the current year, the Company settled the matter through payment of Rs. 28,41,111/- towards full and final settlement pursuant to MSME/execution proceedings before the Honble High Court of Bombay and the matter stands resolved and closed.

The matter has been amicably settled through payment of Rs. 28,41,111/- towards full and final settlement, and the matter stands resolved and closed.

h) The Company received a Statement of Claim from M/s. Deep Industries before the Honble MSEFC, Ahmedabad in continuation of arbitration proceedings under the MSMED Act, 2006 alleging delayed payment and claiming aggregate dues of Rs. 97,59,128/- including interest. The matter is under review with the Companys legal advisors and the proceedings are ongoing.

The matter is presently under review with the Companys legal advisors, and the proceedings are ongoing before the Honble MSEFC, Ahmedabad.

i) During the year, the Company received e-filing intimation from the Honble National Company Law Tribunal (NCLT), Mumbai in relation to a petition filed by M/s. Kamlesh Corporation concerning alleged outstanding dues payable by the Company. Subsequently, various hearings and adjournments took place before the Honble NCLT. The proceedings are presently pending before the Honble NCLT, Mumbai.

The matter is presently pending before the Honble NCLT, Mumbai, and the Company is taking appropriate steps in consultation with its legal advisors.

j) During the year, the Company received legal notice from M/s. Marudhar Refractories alleging outstanding dues together with interest and legal charges. Subsequently, Notice for Pre-Institution Mediation proceedings before the Mediation Centre, Vapi was also received by the Company. Thereafter, the matter was amicably resolved and settled between the parties and payment of Rs. 1,05,653/- was made by the Company towards full and final settlement. Accordingly, the matter stands resolved and closed.

The matter has been amicably settled through payment of Rs. 1,05,653/- towards full and final settlement, and the matter stands resolved and closed.

k) During the year, delays were observed in repayment/redemption of the Companys 7% Unlisted, Secured, Redeemable, Non-Convertible Debentures ("NCDs"), including Old Series-III Debentures aggregating to Rs. 64,72,000/- and Series-IV Debentures aggregating to Rs. 1,46,78,900/- together with non-payment of accrued interest thereon. Further, Axis Trustee Services Limited, acting as Debenture Trustee, issued a Notice of Event of Default in relation to aggregate dues payable to Old Series-III and New Series-IV Debenture Holders. The Company is in discussions with debenture holders and the Debenture Trustee for settlement/resolution of the matter and the matter is ongoing.

1. During the year, the Company received Notice for Scrutiny of Returns in Form GST ASMT-10 dated 13th January, 2026 from the Office of the Deputy Commissioner of State Tax, Ambad, Nashik, Maharashtra under Section 61 of the CGST/SGST Act, 2017 in relation to GST liability for FY 2023-24 involving alleged discrepancies aggregating to approximately Rs. 26,72,121.72 (Rupees Twenty Six Lakhs Seventy Two Thousand One Hundred Twenty One and Paise Seventy Two only). The Company had submitted its reply to the authority, further action/hearing is awaited.

The Company has submitted its reply to the GST Authority. Further communication/action from the Authority is awaited.

m) During the year, the Company received notice dated 30th March, 2026 under Section 148A(1) of the Income-tax Act, 1961 from the Office of the Assistant Commissioner of Income Tax, Circle 2(1)(1), Mumbai in relation to Assessment Year 2021-22 seeking details and explanations as to why proceedings under Section 148 of the Income-tax Act, 1961 should not be initiated for alleged income escaping assessment. The Company had submitted its reply to the authority, further action/hearing is awaited.

The Company has submitted its reply to the Income-tax Authority. Further communication/action from the Authority is awaited.

n) During the year, the Company received Notice for Pre-Institution Mediation from the Mediation Centre, Mumbai District Legal Services Authority, City Civil & Sessions Court, Dindoshi, Mumbai in the matter filed by M/s. Steel-O-Fab Engineers alleging outstanding dues aggregating to Rs. 15,01,295/-. The Company and its Directors were directed to appear before the Mediation Centre through authorised representative/counsel and the matter is presently under mediation proceedings.

The matter is presently under mediation before the Mediation Centre, Mumbai, and the Company is taking appropriate steps in consultation with its legal advisors.

Non-applicability of Corporate Governance provisions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Pursuant to the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and paragraphs C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to a listed entity whose paid-up equity

share capital does not exceed Rs. 10 Crore and whose net worth does not exceed Rs. 25 Crore, as on the last day of the previous financial year.

In view of the above, based on the latest audited financial statements of the Company as at 31st March, 2026, the paid-up equity share capital and net worth of the Company are below the respective threshold limits of Rs. 10 Crore and Rs. 25 Crore, respectively. Accordingly, the provisions relating to Corporate Governance specified under Regulation 15(2) of the Listing Regulations are not applicable to the Company and, therefore, the Corporate Governance Report has not been enclosed with the Annual Report.

The Company complies with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) as issued by the Institute of Company Secretaries of India.

The Old Series-III Debentures, which were due for redemption on 07th October, 2025, and the Series-IV Debentures, which were due for redemption on 20th December, 2025, have not been redeemed as on the date of this Report. Accordingly, the Company is in default in respect of the redemption of the aforesaid NCDs.

The Company is in discussions with the NCD holders and the Debenture Trustee(s) for resolution of the outstanding dues and proposes to make full and final payment to all the debenture holders by 30th June, 2026, subject to the terms mutually agreed with the concerned parties and applicable approvals, if any.

During the year under review, the Company had outstanding Non-Convertible Debentures which were unlisted and unrated. The Company did not have any other debt instrument, fixed deposit programme, or any scheme or proposal involving mobilisation of funds, either in India or abroad, which required a credit rating under the applicable laws and regulations. Accordingly, no credit rating was obtained by the Company during the year under review.

During the year under review, an application was filed by one of the suppliers and proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there was no one-time settlement entered into with any bank or financial institution. Accordingly, no disclosure relating to any difference between the amount of the valuation done at the time of one-time settlement and the valuation while taking loan from the banks or financial institutions is required.

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

During the year under review, the Statutory Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Central Government under Section 143(12) of the Companies Act, 2013.

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013, state that:

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

b) the Directors 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 at the end of the financial year and of the profit of the Company for that period;

c) the Directors have 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 have prepared the annual accounts on a going concern basis;

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

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

The Company has recognised a provision towards managerial remuneration amounting to INR 97.20 Lakhs for the period from October 2025 to March 2026, during which the Company is in default of repayment of dues to Debenture Holders. The said provision has been made on the same basis as in earlier periods and in accordance with the approval granted by the shareholders. The management is of the view that, having regard to Section 197 (1) proviso of the Companies Act, 2013, the managerial remuneration cannot be paid during the period of default in redemption of NCDs without the approval of NCD holders and the shareholders. However, the said proviso does not absolve the Company from making the payment of managerial remuneration of the default period once the default is set right. Since the accounts are maintained on an accrual basis, the Company is duty bound to make a provision for remuneration which, even though not payable during the default period, will become payable once the default is set right and subject to compliance with the applicable provisions of the Companies Act, 2013 and other relevant regulations.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forming part of Directors Report for the year ended 31st March, 2026 is as under:

Conservation of Energy: The Companys operations involve low energy consumption. However efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

Technology Absorption: The Technology available and utilized is continuously being upgraded to improve overall performance and productivity.

Research & Development: Your Company believes that research & development is a continuous process for sustained corporate excellence. Our research & development activities help us in product and service improvement, effective time management and are focused to provide unique benefits to our customers. Such methods do not involve any specific cost burden to the Company.

Foreign Exchange Earnings: Rs. 2,46,80,024/- (previous year Rs. 3,14,98,752/-)

Foreign Exchange Outgo: Rs. 27,13,867/- (previous year Rs. 2,61,69,026/-)

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairperson, and the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

Attendance and Participation. Maintaining confidentiality. Acting in good faith and in the interest of the Company as a whole. Exercising duties with due diligence and reasonable care. Complying with legislations and regulations in letter and spirit. Openness to ideas, perspectives and opinions and ability to challenge old practices and throwing up new ideas for discussion. Capacity to effectively examine financial and other information on operations of the Company and the ability to make positive contribution thereon.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05th January, 2017.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Remuneration policy of your Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives. Remuneration of employees largely consists of basic remuneration and performance incentives. The Company while deciding the remuneration package takes into consideration the employment scenario, remuneration package of the industry and the remuneration package of other Industries.

The Remuneration of the Executive Directors is decided by the Nomination and Remuneration Committee based on criteria such as industry benchmarks, the Companys performance vis-?-vis the industry performance, track record of the Executive Directors.

The Nomination and Remuneration committee met six times during the year dated 07th April, 2025, 10th June, 2025, 04th September, 2025, 17th September, 2025, 14th November, 2025 and 10th February, 2026. Company Secretary of the Company acted as the Secretary to the Committee.

The members of the Nomination and Remuneration Committee and their attendance at committee meetings are as under:

a) Mr. Mahesh Ratilal Sapariya Independent Director, has been resigned from the post of Directorship w.e.f. 14th November, 2025.
b) Mr. Ritesh Harshad Patel (DIN: 00700189) has resigned from the post of Non-Executive, Independent Director of the Company w.e.f. 10th June, 2025.
c) Mr. Ashwini Ramakant Gupta (DIN: 08930567) was appointed as a Non-Executive, Independent Director of the Company w.e.f. 10th June, 2025.

The Company has not issued any stock options to the Directors. The Independent Directors of the Company have disclosed that they do not hold any equity shares of the Company. There has been no pecuniary relationship or transactions of the Non-Executive Directors with the Company during the year under review, except as may have been disclosed elsewhere in this Annual Report.

The nomination and remuneration committee of the Company is constituted in line with the provisions of Regulation 19 with Part D of the Schedule II of SEBI Listing Regulations, read with Section 178 of the Act.

Recommend to the Board the setup and composition of the Board and its Committees. Recommend to the Board the appointment and removal of Directors and Key Managerial Personnel and Senior Management. Recommend to the Board the remuneration policy for Directors, Key Managerial Personnel and Senior Management. Formulate criteria for determining qualifications, positive attributes and independence of a Director. Recommend to the Board a policy relating to the remuneration for Directors, Key Managerial Personnel and Senior Management. Review and recommend remuneration of Directors and Senior Management in accordance with the applicable policy. Review the performance of the Chairman, Managing Director and Whole-time Directors, as applicable, having regard to the performance of the Company. Review the overall compensation policy, service agreements, performance incentives and other employment conditions of Executive Directors. Evaluate the performance of the Board, its Committees and individual Directors and support the Board in carrying out such evaluation. Oversee the familiarisation programmes for Directors.

The Stakeholders Relationship Committee is constituted in accordance with the applicable provisions of Regulation 20 of the SEBI Listing Regulations read with Section 178 of the Companies Act, 2013.

The Committee is responsible for assisting the Board of Directors in discharging its responsibilities relating to the redressal of grievances of security holders of the Company.

The Members of the stakeholders relationship committee met five times during the financial year under review dated 07th April, 2025, 10th June, 2025, 25th June, 2025, 04th September, 2025, and 14th November, 2025. Company Secretary of the Company acted as the Secretary to the Committee.

The Composition of the Shareholders Relationship Committee constituted and details of the meetings attended by the Directors are given below.

The members of the stakeholders relationship committee and their attendance at committee meetings are as under:

a) Mr. Sunil Narayan Bhirad (DIN: 03469816) was appointed as an Executive Director of the Company w.e.f. 27th March, 2025.
b) Mr. Mahesh Ratilal Sapariya Independent Director, has been resigned from the post of Directorship w.e.f. 14th November, 2025.
c) Mr. Ritesh Harshad Patel (DIN: 00700189) has resigned from the post of Non-Executive, Independent Director of the Company w.e.f. 10th June, 2025
d) Mr. Ashwini Ramakant Gupta (DIN: 08930567) was appointed as a Non-Executive, Independent Director of the Company w.e.f. 10th June, 2025.

The Committee meets at frequent intervals to approve, inter alia, transfer/transmission of equity shares, non-receipt of Annual Reports and to attend to complaints of investors routed through SEBI/Stock Exchanges. The Committee also reviews the status of investors grievances and the grievance redressal mechanism and recommends measures to improve the level of investor services.

Details of share transfer/transmission approved by the Committee are placed before the Board from time to time. The Company Secretary of the Company acted as the Secretary to the Stakeholders Relationship Committee.

To oversee and review redressal of shareholder and investor grievances, on matters relating to issue, transfer, transmission of securities, non-receipt of annual report, non-receipt of dividends/interests. To issue duplicate share/debenture certificate(s) reported lost, defaced or destroyed as per the laid down procedure and to resolve the grievances of security holders of the Company, if any. Attending to complaints of security holders routed by SEBI (SCORES)/Stock Exchanges/RBI or any other Regulatory Authorities. Taking decision on waiver of requirement of obtaining the Succession Certificate/Probate of Will on case to case basis within the parameters set out by the Board of Directors. To monitor transfer of the amounts/shares transferable to Investor Education and Protection Fund. To list the securities of the Company on Stock Exchanges. Any other matters that can facilitate better investor services and relations.

1 Review activities with regard to the Health Safety and Sustainability initiatives of the Company. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholder of the Company.

During the year under review, certain queries/complaints were received from shareholders/investors and all such queries/complaints were attended to and resolved within the prescribed timelines. Accordingly, no complaint/query remained unresolved or pending as on 31st March, 2026. The number of pending share transfers as on 31st March, 2026 was Nil.

The Rights Issue Committee was constituted by the Board of Directors at its meeting held on 28th April, 2025, in accordance with the provisions of the Companies Act, 2013 and the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subsequently, the Board of Directors dissolved the Rights Issue Committee at its meeting held on 25th June, 2025, as the proposed Rights Issue was not pursued by the Company and was accordingly dropped.

During the year under review, as required under Schedule IV to the Companies Act, 2013 and the provisions of SEBI Listing Regulations, 2015, the Independent Directors met on 09th March, 2026, without the presence of Executive Directors or members of management, inter alia, to discuss:

Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

During the year under review, there were no complaints received under this mechanism.

Pursuant to Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to constitution of the

Risk Management Committee are applicable to the top 1,000 listed entities, determined on the basis of market capitalisation, and to a High Value Debt Listed Entity.

Since the Company does not fall within the applicability criteria specified under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to constitution of the Risk Management Committee under the said Regulation are not applicable to the Company. Accordingly, the Company is not required to constitute a Risk Management Committee or formulate a Risk Management Policy under Regulation 21 of the aforesaid Regulations.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto have been disclosed in Form No. AOC-2 as Annexure-III.

The Company was not required to constitute a Corporate Social Responsibility Committee during the financial year under review, as it did not fall within the purview of Section 135(1) of the Companies Act, 2013 during the said financial year. Accordingly, the Company was not required to formulate a Corporate Social Responsibility Policy or undertake CSR activities during the financial year under review.

The particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as applicable, are provided in Annexure-IV to this Report.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has formulated, implemented and amended, from time to time, various policies as required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policies are reviewed periodically by the Board and/or the respective Committees, as applicable, and are updated based on the applicable legal and regulatory requirements.