Inditalia Refcon Ltd Management Discussions

BUSINESS OVERVIEW AND CURRENT POSITION

The Company has continued to face challenges arising from accumulated losses relating to its Reefer Containers manufacturing project, which was discontinued in prior years. The Company did not have any business operations during the year under review and has accordingly focused its efforts on addressing its historical financial, listing, depository and regulatory matters and strengthening its compliance framework.

LISTING AND DEPOSITORY MATTERS

Trading of the Companys equity shares on BSE Limited ("BSE") has remained suspended since 2002, inter alia, on account of non-payment of listing fees and related historical dues. Consequent to the suspension, connectivity with the depositories and the erstwhile RTA had also been discontinued, resulting in historical issues relating to dematerialisation and reconciliation of the Companys share capital.

During the year the Company made significant progress towards resolving these historical matters. M/s. Purva Sharegistry (India) Private Limited was appointed as the RTA of the Company in place of the erstwhile RTA. The Company also cleared the outstanding dues payable to National Securities

Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") and completed the requisite formalities for restoration of connectivity. Connectivity between the Company, its RTA and the depositories has accordingly been established.

Following restoration of connectivity, the Company undertook a detailed reconciliation of the records relating to 1,74,000 equity shares held in dematerialised form and obtained the requisite Distinctive Number Reconciliation ("DNR") details. The reconciled DNR details were shared with the RTA for updating its records and for carrying out the necessary updation and reconciliation with CDSL and NSDL.

Further, at its meeting held on June 22, 2026, the Board authorised the RTA to undertake the necessary DN Database compliance, update its records based on the reconciled DNR details and coordinate with CDSL and NSDL for completion of the requisite formalities. The Company is continuing to monitor the process and is taking necessary steps towards completion of the DN Database updation and other related regulatory compliances.

COMPULSORY DELISTING AND RESTORATION OF TRADING

BSE had issued an Initial Public Notice ("IPN") dated June 24, 2023 in connection with the proposed compulsory delisting of the Companys equity shares. As on the date of this Report, the Company has not received any final order of compulsory delisting and the status quo continues.

The Company is taking appropriate steps to regularise its historical listing, depository and compliance-related matters and intends to approach BSE for revocation of suspension and restoration of trading in its securities, subject to completion of the requisite compliances, regulatory requirements and approvals.

Company will continue to engage with the concerned authorities and take appropriate steps in accordance with the applicable regulatory framework.

REGULATORY AND COMPLIANCE ENVIRONMENT

The Company continues to monitor developments under the SEBI (LODR) 2015, the Companies Act, 2013 and other applicable securities and corporate laws.

In view of the historical listing, depository and compliance-related matters, the Company has focused on strengthening its compliance processes and progressively addressing the applicable regulatory requirements. The appointment of a new RTA, restoration of depository connectivity, reconciliation of the dematerialised shareholding records and initiation of DN Database compliance are important steps undertaken towards regularising the Companys historical position.

The Company is also taking steps to strengthen its systems and processes relating to regulatory filings, statutory compliances, maintenance of requisite records and corporate governance requirements, to the extent applicable.

RISK AND MANAGEMENT OUTLOOK

The principal risks faced by the Company continue to arise from its historical financial position, absence of significant business operations, continuing suspension of trading in its securities and pending listing, depository and regulatory matters. The Management is focussed on addressing these matters in a structured and phased manner.

The Management remains committed to ensuring that the Companys regulatory and compliance framework is progressively strengthened and that all applicable statutory and regulatory requirements are appropriately addressed. The Company will continue to pursue the regularisation of its listing and depository-related matters, including completion of the DN Database updation process and engagement with BSE and other concerned authorities for resolution of outstanding matters.

The Directors and Management remain committed to protecting the interests of the Company and its shareholders and to taking appropriate measures, subject to applicable regulatory approvals and prevailing circumstances, towards regularisation of the Companys affairs, restoration of trading in its securities and creation of sustainable long-term value for stakeholders.

C. CORPORATE GOVERNANCE REPORT

(1) COMPANYS CORPORATE GOVERNANCE PHILOSOPHY :

Inditalia Refcon Limited ("the Company") believes that good corporate governance is the cornerstone of sustainable growth, investor protection, and stakeholder value creation. The

Companys governance philosophy is implemented through robust Board processes, internal control and risk management systems, and independent audit mechanisms. These are guided by the Companys Code of Business Conduct, Corporate Governance Guidelines, the charters of various Board committees, and the Companys Disclosure Policy, in line with the requirements of the SEBI (LODR) 2015 as amended..

(2) BOARD OF DIRECTORS :

The Board of Directors ("the Board") is at the core of the Companys corporate governance framework and oversees the affairs of the Company with a view to protecting and enhancing the long-term interests of all its stakeholders. The Company believes that an appropriately constituted, active and well-informed Board, comprising a suitable mix of Executive, Non-Executive and Independent Directors, is essential for maintaining high standards of corporate governance, accountability, transparency and effective oversight.

(a) Size and Composition of the Board and directorships held up to and as on 31^st March, 2026

The Company endeavours to maintain an appropriate balance of Executive, Non-Executive and Independent Directors, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) 2015.

During the financial year under review, consequent to the expiry of the tenure of the erstwhile Independent Directors, Mr. Dattatreya Shankar Amonker and Mr. Abhay Ganpat Dadarkar, on March 31, 2025, Mr. Chirag Kantilal Patel and Ms. Shamika Prashant Masurkar were appointed as Independent Directors of the Company at the meeting of the Board of Directors held on April 30, 2025. Further, Mr. Vipul Gandhi was appointed as Chairman of the Board with effect from July 1, 2025. Ms. Sujata Rajinder Mittal was re-appointed as the Managing Director of the Company for a further period of five years with effect from April 1, 2025. The aforesaid appointments were subsequently approved by the Members at the Extraordinary General Meeting held on July 30, 2025. Accordingly, as on March 31, 2026, the Board comprised five Directors, consisting of one Chairman, one Managing Director, one Non-Executive Director and two Independent Directors, including one Woman Director as the Managing Director.

The composition of the Board as on March 31, 2026 was as follows:

Name & address	Status (Woman/Independent / Executive etc.)	Age	Periodicity
Mr. Vipul Gandhi	Chairman	39	1
Ms. Sujata Rajindar Mital	Managing Director, Promoter and Woman Director	67	35
Mr. Navin Dalichand Sheth	Promoter Director and Chief Finance Officer	80	29
Mr. Chirag Kantilal Patel	Independent- Non Executive Director	39	1
Ms. Shamika Prashant Masurkar	Independent- Non Executive Director	40	1

The Board is appropriately constituted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations. The Independent Directors have furnished the requisite declarations confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI LODR Regulations.

The Company has also undertaken the requisite performance evaluation of the Board, its Committees and individual Directors in accordance with the applicable provisions and the Companys policy on performance evaluation.

(b) Directorships in other Companies: Up to 31.03.2026

NAME OF THE DIRECTOR	Designation	Directorships in other Company
Mr. Vipul Gandhi	Chairman	Jayant Share Broking Private Limited
		Aumit Capital Advisors Limited
Ms. Sujata Rajindar Mital	Managing Director	Sumit Biosciences Private Limited
Mr. Navin Dalichand Sheth	Director and CFO	Sumit Biosciences Private Limited
Mr. Chirag Kantilal Patel	Independent- Non Executive Director	Shree Ram Twistex Limited
Ms. Shamika Prashant Masurkar	Independent- Non Executive Director	NIL

The Company continues to review the composition, skills and expertise of the Board from time to time to ensure that the Board collectively possesses the appropriate knowledge, experience, skills and competencies required for effective oversight of the Companys affairs.

The Board comprises Directors with experience and expertise in areas including finance, accounts, corporate governance, regulatory compliance, strategic management and business operations, thereby enabling the Board to discharge its responsibilities effectively.

The Company remains committed to maintaining high standards of corporate governance and ensuring compliance with the applicable provisions of the Companies Act, 2013, the SEBI LODR Regulations and other applicable laws and regulations.

(c ) Board Policy & Independence

The Board aims to maintain an optimum combination of Executive, Non-Executive, and Independent Directors. The Company is fully compliant with the requirement of having at least one Woman Director and one-third Independent Directors in accordance with the SEBI LODR Regulations, 2015. All IDs have been issued formal letters of appointment, and their profiles are available on the Companys website: www.ohminditalia.com, along with copies of formal letters of appointment to the IDs.

(d) Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee (NRC) identifies individuals with appropriate qualifications, integrity, experience, and independence to serve on the Board. The criteria for independence and appointment/removal of Directors are aligned with Section 149 of the Companies Act, 2013 and the SEBI LODR Regulations, 2015.

(e) Familiarisation Programme for Independent Directors

The Company conducts structured orientation and familiarisation programmes for Independent Directors to equip them with business operations, regulatory updates, risk management practices, and industry developments. Presentations on statutory changes, SEBI circulars, and compliance matters are periodically shared. The details of the familiarisation programme are disclosed on the Companys website.

(f) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the NRC has put in place a Board Evaluation Policy for performance assessment of the Board, its committees, and individual directors, including IDs. The evaluation process for FY 2025-26 was duly completed and the results placed before the Board.

(g) Compensation Policy for Board and Senior Management

Due to ongoing financial constraints, no remuneration is being paid to any Director including the Managing Director. The Company Secretary & Compliance Officer continues to receive a monthly remuneration of 20,000. Directors are only entitled to reimbursement of actual travel expenses (including economy class airfare) and out-of-pocket expenses incurred for attending meetings. The Board has adopted a Remuneration Policy for Directors, KMPs, and other employees, which is annexed to the Directors Report and is in line with the amended provisions of SEBI LODR

Regulations, ensuring transparency in remuneration practices.

(h) Changes in the Board during the year: -

During the financial year under review, certain changes were effected in the composition of the Board of Directors of the Company.

Consequent to the expiry of the tenure of the erstwhile Independent Directors, Mr. Dattatreya Shankar Amonker and Mr. Abhay Ganpat Dadarkar, on March 31, 2025, the Board, at its meeting held on April 30, 2025, appointed Mr. Chirag Kantilal Patel (DIN: 10682219) and Ms. Shamika Prashant Masurkar (DIN: 11078122) as Independent Directors of the Company with effect from April 30, 2025.

At the same meeting, Ms. Sujata Rajinder Mittal (DIN: 01826116) was re-appointed as the Managing Director of the Company for a further period of five years with effect from April 1, 2025 to March 31, 2030, on the terms and conditions as approved by the Board.

Further, Mr. Vipul Gandhi (DIN: 02729144) was appointed as a Non-Executive and Non-Independent Director of the Company with effect from April 30, 2025 and was subsequently appointed as the Chairman of the Board with effect from July 1, 2025.

The Company convened an Extraordinary General Meeting ("EGM") on July 30, 2025, at which the Members approved and confirmed the following matters:

i. Appointment of Mr. Vipul Gandhi as Non-Executive and Non-Independent Director of the Company with effect from April 30, 2025;

ii. Appointment and confirmation of Ms. Shamika Prashant Masurkar (DIN: 11078122) as an Independent Director of the Company with effect from April 30, 2025;

iii. Appointment and confirmation of Mr. Chirag Kantilal Patel (DIN: 10682219) as an Independent Director of the Company with effect from April 30, 2025; and

iv. Re-appointment of Ms. Sujata Rajinder Mittal (DIN: 01826116) as Managing Director of the Company for a further period of five years commencing from April 1, 2025 to March 31, 2030, on the terms and conditions approved by the Board and the Members.

The aforesaid changes have resulted in a strengthened Board structure comprising an appropriate mix of Executive, Non-Executive and Independent Directors and are intended to support effective governance, oversight and compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

(i) Board Meetings

a) Scheduling and selection of agenda items for Board meetings -

The Company ensures that the dates of Board Meetings are scheduled in advance in accordance with the provisions of Section 173 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

("SEBI LODR Regulations"), thereby enabling the Directors to plan their schedules and participate effectively. The notices of Board Meetings, together with the agenda and explanatory notes, are circulated to the Directors within the prescribed timelines. The agenda covers matters requiring the consideration and approval of the Board, as well as matters placed before the Board for information, review and noting. The Board meets at regular intervals and additional meetings are convened whenever required by business exigencies. During the financial year ended March 31, 2026, the Board of Directors met on eight (8) occasions, as follows:

Sr. No. Date of Board Meeting

April 30, 2025

May 30, 2025

July 1, 2025

August 13, 2025

September 8, 2025

November 12, 2025

November 19, 2025

February 13, 2026

The gap between any two consecutive meetings of the Board did not exceed the period prescribed under the Companies Act, 2013 and the SEBI LODR Regulations. b) Attendance of Directors for the year ended 31^st March,2026 -

Name of Director	Category	No. of Meetings Attended
Mr. Vipul Gandhi	Chairman / Non-Executive and Non- Independent Director	8
Ms. Sujata Rajinder Mittal	Managing Director / Promoter / Woman Director	8
Mr. Navin Dalichand Sheth	Director	8
Mr. Chirag Kantilal Patel	Independent Non-Executive Director	8
Ms. Shamika Prashant Masurkar	Independent Non-Executive Director	8

Note : All the Directors were present at the AGM of the Company held on 30^th September, 2024.

c) Discussions with Independent Directors

The Boards policy is to regularly have separate meetings with IDs, to update them on all business- related issues and new initiatives. At such meetings, the EDs and other members of the Management make presentations on relevant issues.

d) Independent Directors Meeting

Independent Directors (IDs) met separately on 05.09.2025 to evaluate the performance of the Board, it Committees, the Chairman and the Non-Independent Directors, as per Schedule IV of the Companies Act 2013. The meeting expressed satisfaction with the functioning of the Board and Management.

3. BOARD COMMITTEES -

The Company has constituted Audit Committee, Nomination & Remuneration Committee (NRC), and Stakeholders Relationship Committee (SRC) as per the Companies Act, 2013 and SEBI LODR, 2015.

a) Audit Committee -

The Audit Committee reviews, acts upon and reports to the Board with respect to the matters prescribed under Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and Section 177 of the Companies Act, 2013.

The primary objective of the Audit Committee is to assist the Board in overseeing the financial reporting process and to ensure the accuracy, adequacy and timeliness of financial disclosures, with the highest standards of transparency, integrity and quality of financial reporting. The Committee, inter alia, oversees the appointment, performance and independence of the Statutory Auditors and Internal Auditors, reviews the scope and adequacy of audit and internal control systems, evaluates the financial reporting process and considers the observations and recommendations of the auditors.

The Company Secretary and Compliance Officer acts as the Secretary to the Committee.

During the financial year under review, the Audit Committee was reconstituted with effect from

April 30, 2025, consequent to the expiry of the tenure of the erstwhile Independent Directors and appointment of the new Independent Directors.

The composition of the Audit Committee as on March 31, 2026 was as follows::

Mr. Chirag Kantilal Patel Independent Director (Chairperson)

Mr. Navin Sheth Executive Director (Member)

Ms. Shamika Prashant Masurkar Independent Director (Member)

The Audit Committee met five (5) times during the financial year under review on the following dates:

May 30, 2025

August 13, 2025

September 8, 2025

November 12, 2025

February 13, 2026

The Committee discharged its responsibilities in accordance with its terms of reference and the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee ("NRC") oversees the Companys nomination and remuneration framework and assists the Board in identifying, evaluating and recommending suitable candidates for appointment as Executive Directors, Non-Executive Directors, Independent Directors and Senior Management Personnel, in accordance with the criteria approved by the Board.

The Committee also oversees matters relating to the remuneration and compensation framework applicable to Directors and Senior Management Personnel and coordinates and oversees the annual performance evaluation of the Board, its Committees and individual Directors, in accordance with the applicable provisions of the Companies Act, 2013, the SEBI LODR Regulations and the Companys policies.

The Committee was reconstituted with effect from April 30, 2025.

The composition of the NRC as on March 31, 2026 was as follows:

i) Mr. Chirag Kantilal Patel Independent Director (Chairperson)

ii) Ms. Shamika P. Masurkar Independent Director (Member)

iii) Mr. Vipul Gandhi Non-Executive, Non-Independent Director (Member)

The NRC held one (1) meeting during the financial year under review, on April 30, 2025.

The Committee discharged its responsibilities in accordance with its terms of reference and the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations.

(c ) Stakeholders Relationship Committee

The Stakeholders Relationship Committee ("SRC") functions in accordance with Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI LODR Regulations. The Committee is responsible for reviewing and resolving grievances and complaints of shareholders and other security holders, including matters relating to transfer and transmission of shares, issue of duplicate share certificates, non-receipt of annual reports and other shareholder-related matters and queries.

During the financial year under review, the Stakeholders Relationship Committee was reconstituted with effect from April 30, 2025. The composition of the Stakeholders Relationship Committee as on March 31, 2026 was as follows:

Mr. Chirag Kantilal Patel Independent Director (Chairperson) Ms. Shamika P. Masurkar Independent Director (Member)

Mr. Vipul Gandhi Non-Executive, Non-Independent Director (Member)

The Stakeholders Relationship Committee held one (1) meeting during the financial year under review, on September 5, 2025.

The Committee reviewed the status of shareholder and investor grievances and other matters falling within its terms of reference during the year.

The Company continues to endeavour to ensure timely resolution of investor grievances and effective communication with its shareholders and other stakeholders.

(4) SHAREHOLDERS

(a) Disclosures regarding the appointment or re-appointment of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vipul Gandhi (DIN: 02729144), Director of the Company, retires by rotation at the 40th Annual General Meeting and, being eligible, has offered himself for reappointment.

The Board, based on the recommendation of the Nomination and Remuneration Committee, has recommended the re-appointment of Mr. Vipul Gandhi as a Non-Executive Director liable to retire by rotation for consideration and approval of the Members at the ensuing Annual General Meeting.

Mr. Vipul Gandhi has been associated with the Company as Non-Executive Non-Independent Director of the Company, liable to retire by rotation. Mr. Gandhi possesses over 16 years of experience in the areas of financial services, investment management and capital markets, with expertise in finance, strategic investments, business development, capital and secondary markets and financial management.

Accordingly, the requisite resolution for the re-appointment of Mr. Vipul Gandhi (DIN: 02729144) as a Non-Executive Director liable to retire by rotation, together with the requisite disclosures and Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, is set out in the Notice convening the 40th Annual General Meeting.

(b) Management Discussions and Analysis

A detailed report on Managements Discussion and Analysis forms part of this Annual Report- Annexure II para (B).

(c) Communication to the shareholders

The financial results are posted on the Companys website. All price sensitive information and matters which are material and relevant to shareholders are intimated to the Bombay Stock Exchange. The website serves to inform the shareholders, by giving complete financial details, shareholding patterns, corporate benefits, information relating to stock exchange, Registrars & Transfer Agents etc. Investors can also submit their email & other details through online interactive forms.

(d) Investor grievance and share transfers

The Stakeholders Relationship Committee redresses shareholders complaints. The status of pending complaints is regularly reported to the Board.

(e) Code of Conduct

The Company has adopted the "Inditalias Code of Conduct" for EDs, Senior Management Personnel and other Executives of the Company. The Company has received confirmations from the EDs as well as Senior Management Personnel regarding compliance of the Code during the year under review. It has also adopted a Code for NEDs of the Company. The Codes are posted on the website of the Company. The Board has received confirmations from the NEDs regarding compliance of the Code throughout the year.

(f ) Details of non-compliance

The Company has put in its best efforts during the last three years to comply with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets. Currently there are no instances of non-compliance with any applicable legal requirements except

i) Publication in newspaper of financial and other information under Reg.47 of LODR.

ii) Dematerialization of its securities iii) Maintenance of SDD. Post 31^st March, task vide item (ii) and (iii) above have been taken up. Please refer para 14 of Board Report for details

(5) RECONCILIATION OF SHARE CAPITAL AUDIT

In compliance with Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate has been obtained on a half-yearly basis from a Company Secretary in Practice confirming due compliance with share transfer and transmission formalities. The said certificates have been duly filed with the Stock Exchange in accordance with Regulation 40(10).

As on 31st March 2026, the Companys shareholding is made up as under:

Shares held in physical form: 1,17,26,700 equity shares (representing 98.54% of total shareholding)

Shares held in dematerialised form with CDSL: 1,14,463 equity shares

Shares held in dematerialised form with NSDL: 59,537 equity shares

In line with SEBIs circular dated 27th March 2019, the Company has stopped accepting requests for transfer of securities in physical form, except in cases of transmission or transposition of shares.

(6) RELATED PARTY TRANSACTIONS

The Board of Directors have approved and adopted a policy on Related Party Transactions and the same has been uploaded on the website of the Company and can be accessed at: www.ohminditalia.com. During the year there were no transaction covered by provisions of Sec.188(1)(f). Further, the Company did not have any material pecuniary relationship or transactions with NEDs. There are no related party transactions involving any KMP or their relatives.

The company has availed loans from Director covered under AS 18. The transactions have been appropriately reported in the Annual Financial Statement.

In the preparation of financial statements, the Company has followed the Accounting Standards. The significant accounting policies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from KMP relating to material, financial and commercial transactions where they and/or their relatives have personal interest.

(7) VIGIL MECHANISM

The Company has instituted a Vigil Mechanism which provides for all Directors, employees and vendors of the Company to approach the Chairman of the Audit Committee of the Company and make protected disclosures about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. Under the Policy, every Director, employee or vendor of the

Company has an assured access to the Chairman of the Audit Committee. Details of the Vigil

Mechanism are given in the Directors Report.

(8) GENERAL MEETINGS

Location and time, where last three AGMs were held :

Financial Year ended	Date	Time	Venue	Any Special resolution passed
31st March, 2025	30th September, 2025	12.30 pm	D1, Krishna CHS, Subhash Road, Vile Parle (East), Mumbai 400 057	Yes
31st March, 2024	30th September, 2024	12.30 pm	D1, Krishna CHS, Subhash Road, Vile Parle (East), Mumbai 400 057	Yes
31st March, 2023	30th December, 2023	12.30 pm	D1, Krishna CHS, Subhash Road, Vile Parle (East), Mumbai 400 057	Yes

Further Extraordinary General Meeting (EGM): 30.07.2025, wherein shareholders approved:-

i) Appointment of Mr. Vipul Gandhi	as Non-Executive & Non-Independent Director.
Ii) Appointment of Ms. Shamika Prashant Masurkar	as Independent Director
Iii) Appointment of Mr. Chirag Kantilal Patel	as Independent Director
iv) Reappointment of Ms. Sujata Rajindar Mittal	as Managing Director for a further period of 5 years (01.04.2025 to 31.03.2030).

(9) GENERAL SHAREHOLDER INFORMATION

40^th Annual General Meeting

Date	28th September 2026 (Monday)
Time	12.30 pm
	D Wing, 1st Floor, Krishna CHS, Subhash Rd, Vile Parle
Venue	(E), Mumbai 400 057
Financial Year	1st April 2025 to 31st March, 2026.
	Friday 11th September, 2026 to Friday 18th September,
Book Closure Dates	2026 (both days inclusive)
Dividend Payout date	NA
Listing on Stock Exchange	The securities are listed on the BSE and suspended since 2002
Stock Code	517526
Market Price Data	NA
Performance in comparison to broad based indices such as BSE Sensix, CRISIL indexetc.	NA
Register and Transfer Agents	In House
Share Transfer System	Physical
Distribution of shareholding	Promoters 40.76%, Public 59.24%

 

Dematerialization of shares and liquidity	Shares are yet to be demateralised
Outstanding GDRs / ADRs / Warrants etc	NA
Plant Locations	NA
	Registered Office :	Corporate Office :
Address for correspondence	7 & 8B, Iind Floor, West View No.1,S.V.Road,Santacruz (West), Mumbai 400 054	D1, Krishna CHS,Subhash Road, Vile Parle (East), Mumbai 400057

(10) Shareholders Services & RTA Change

During the previous financial year, the Company had appointed M/s. Purva Sharegistry (India) Private

Limited as its Registrar and Share Transfer Agent ("RTA") with effect from July 1, 2025, in place of the erstwhile RTA, M/s. MUFG Intime India Private Limited. The appointment was undertaken with a view to strengthening shareholder servicing, facilitating dematerialisation of the Companys securities and restoring effective coordination with the depositories.

During the financial year under review, the Company, in coordination with the RTA, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), undertook various measures towards regularisation of its historical shareholding and depository records and strengthening of the dematerialisation and investor servicing framework.

The Company has cleared the outstanding dues payable to CDSL and NSDL and completed the requisite formalities for restoration of connectivity. The Company has also entered into the requisite arrangements with the depositories and established connectivity between the Company, its RTA, CDSL and NSDL, thereby facilitating access to the relevant depository records and enabling further reconciliation and dematerialisation-related activities.

As part of the reconciliation exercise, the Company identified 1,74,000 equity shares held in dematerialised form in the records of the depositories, in respect of which the corresponding Distinctive

Number ("DN") data was not available with the RTA, resulting in a mismatch between the records of the Company/RTA and the records maintained by the depositories.

The Company thereafter undertook a detailed reconciliation exercise and obtained the requisite DNR details in respect of the aforesaid 1,74,000 dematerialised equity shares. The reconciled DNR details were shared with the RTA for updating its records and for carrying out the necessary reconciliation and updation with CDSL and NSDL.

Further, at its meeting held on June 27, 2026, the Board authorised M/s. Purva Sharegistry (India) Private Limited, as the RTA of the Company, to undertake the necessary DN Database compliance in respect of the aforesaid 1,74,000 dematerialised equity shares, update its records based on the reconciled DNR details and coordinate with CDSL and NSDL for completion of the requisite formalities.

The RTA has accordingly initiated the process of updating and reconciling the DN Database with the records of the depositories. The Company is closely monitoring the progress of the exercise and is taking all necessary steps to complete the DN Database updation and other related compliances.

The aforesaid initiatives are expected to facilitate further regularisation of the Companys historical shareholding records, strengthen the integrity and accuracy of the share registry, facilitate dematerialisation of the eligible securities held in physical form and improve investor servicing.

The Company continues to coordinate with its RTA and the depositories for completion of the pending reconciliation and other related formalities and remains committed to providing effective and timely services to its shareholders in accordance with the applicable regulatory framework.

(11) Statutory Auditors

Pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions of the Companies

Act, 2013 ("Act"), read with the Companies (Audit and Auditors) Rules, 2014, M/s. Shah Kailash &

Associates LLP, Chartered Accountants (Firm Registration No. 109647W, a Peer Reviewed firm of Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Members at the 39th Annual General Meeting held on September 30, 2025, for a term of five (5) consecutive years, commencing from the conclusion of the 39^th Annual General Meeting until the conclusion of the 44^th Annual General Meeting, to audit the accounts of the Company for the financial years 2025-26 to 2029-30.

Accordingly, M/s. Shah Kailash & Associates LLP have conducted the Statutory Audit of the financial statements of the Company for the financial year ended March 31, 2026. The Statutory Auditors Report on the financial statements of the Company for the financial year under review forms part of the Annual Report.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013 and that they hold a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India ("ICAI"). They have also confirmed that they are not disqualified from continuing as Statutory Auditors of the Company under the applicable provisions of the Act and the rules made thereunder.

The Statutory Auditors have also confirmed that their appointment continues to be in accordance with the provisions of Sections 139, 141 and 142 of the Companies Act, 2013 and the applicable rules made thereunder.

The Board places on record its appreciation for the services and guidance provided by M/s. Shah Kailash & Associates LLP in the discharge of their statutory audit responsibilities.

(12) Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to annex with its Boards Report a Secretarial Audit Report issued by a Practising

Company Secretary.

Ms. Nisha Gidwani, Practising Company Secretary (ACS No. 45729, CP No. 16658), of Nisha & Associates, was appointed as the Secretarial Auditor of the Company for a period of five consecutive financial years commencing from April 1, 2025 up to March 31, 2030, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Ms. Nisha Gidwani has conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026, and has issued the Secretarial Audit Report in the prescribed Form MR-3, which forms part of this Annual Report.

The observations and comments contained in the Secretarial Audit Report are based on the records and information made available to the Secretarial Auditor. The Company has provided its comments/clarifications on the observations made by the Practising Company Secretary, wherever considered necessary, and the same form part of the relevant section of this Annual Report.

The Board acknowledges the observations made in the Secretarial Audit Report and confirms that the Company continues to take appropriate steps towards strengthening its compliance framework and addressing the historical regulatory and depository-related matters highlighted therein.

The Board places on record its appreciation for the professional services rendered by Ms. Nisha Gidwani and Nisha & Associates in conducting the Secretarial Audit of the Company.

(13) NON COMPLIANCE OF CORPORATE GOVERNANCE VIDE PARA (2) TO (10) ABOVE

The Company has made substantial progress in regularising past non-compliances. Depository fees and charges have been paid to a major extent and efforts are ongoing towards revocation of suspension. Instances of non-compliance:

Non publication in newspapers of financial results (Regulation 47 of LODR).

Dematerialisation of securities (currently under progress with new RTA).

The Board assures shareholders that the Company is committed to full compliance with SEBI (LODR), 2015 including:

Enhanced disclosure norms under Reg. 17(1C), 30, 46, 62.

Updated framework for Board & Committee composition.

Mandatory disclosure of AGMs/EGMs and outcome filings within 24 hours.

(14) DISCRETIONARY REQUIREMENTS VIDE PART E OF SCH. II ADOPTED : The Company has not adopted the discretionary disclosures vide Sch. II Part E of LODR.

(15) DISCLOSURES VIDE REG. 17 TO 27 AND 46(2) AS APPLICABLE : The disclosures are regularly updated on the website of the Company.

(16) DECLARATION BY CEO:

The Managing Director Ms. Sujata Mital has affirmed that the members of the Board and senior management have declared their allegiance to the Code of Conduct for Board and Senior Management.

(17) THE COMPLIANCE CERTIFICATE FROM SECRETARIAL AUDITOR:

The required certificate provided by the Practising Company Secretary, CS Ms. Nisha Gidwani is attached as Appendix I.

(18) DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT ETC.

Since 98.40% of the share capital is in physical form there are no particulars to be advised.

	Sd/-	Sd/-
Place : Mumbai	Managing Director	Chief Finance Officer
Date : 04/09/2026	DIN 01826116	DIN 02501231