Jayesh Logistics Ltd Directors Report

To,

The Members of

JAYESH LOGISTICS LIMITED

(Formerly known as Jayesh Logistics Private Limited)

Dear Members,

Your directors are pleased to present the 15th Annual Report (the "Report") on the affairs of the Company together with the audited financial statements of Jayesh Logistics Limited (the "Company") for the financial year ended on March 31,2026.

1. Corporate Overview And General Information:

The Company was incorporated in 2011 in Kolkata, West Bengal, under the Companies Act, 1956 (now governed by the Companies Act, 2013), and is engaged in providing integrated logistics and supply chain solutions, with a legacy strength in multi-modal cargo movement by rail, road and shipping across the Indo-Nepal corridor. Operating under its established brand "Jayesh Logistics". The Company has built a strong reputation as one of the leading logistics service providers in Eastern India and along the Indo-Nepal trade route, and is now increasingly directing its growth focus towards expanding its footprint within the Indian domestic market.

Since inception, the Company has focused on delivering reliable and technology-driven freight and non-freight solutions, including road and rail transportation, customs clearance, and port handling, catering to diverse industries such as steel, cement, heavy machinery, FMCG and shipping companies. The Company has successfully positioned itself in a competitive logistics landscape by combining a captive and

associated fleet, real-time tracking capabilities, and its proprietary technology suite, SMART- SYS, an AI-enabled platform for route optimisation and operational visibility.

FY 2025-26 marked a landmark year for the Company, both operationally and corporately. During the financial year 2025-26, the Company achieved a significant milestone by getting listed on the EMERGE Platform of National Stock Exchange of India Limited ("Stock Exchange") on November 3, 2025, marking its transition into a publicly listed entity and a new chapter in its corporate journey. This listing reflects the Companys steady growth trajectory, driven by fleet expansion, deepening technology adoption, and an expanding client base of over 200 customers across various industries.

The Company continues to strengthen its presence across Eastern India and neighboring cross-border markets, leveraging its ISO 9001:2015 and ISO 14001:2015 certifications and its captive IT-enabled systems to meet evolving customer expectations. With the capital raised through the Initial Public Offer, coupled with its enhanced visibility and credibility as a listed enterprise, Jayesh Logistics Limited is well-positioned to pursue digital infrastructure development and working capital strengthening, and to explore new avenues in logistics across the Indian territory and beyond, while continuing to build upon its foundation of trust, service, and technology- driven innovation.

2. Key Financial Highlights

A summary of your Companys financial results from continuing operations for the FY 2025-26 is as under: The Highlights of financial results of your Company for the financial year 2025-26 and 2024-25 are summarized below:

Particulars	Financial Year 2025-26	Financial Year 2024-25
Income
Revenue from Operations	12,929.56	11,188.21
Other Income	31.33	14.61
Total Income	12,960.89	11,202.82
Expenses
Cost of Service Consumed	10,512.04	9,198.00
Employee Benefit Expenses	273.83	208.63
Finance Cost	289.88	283.21
Depreciation and Amortization Expenses	474.99	456.00
Other Expenses	147.00	88.61
Total Expenses	11,697.74	10,234.45
Profit/(loss) before Exceptional and extra ordinary Items and Tax	1,263.15	968.37
Exceptional Items (net)	--	--
Profit Before Extraordinary item & Tax	1,263.15	968.37
Extraordinary Expenses	--	--
Profit/(loss) Before Tax ("PBT")	1,263.15	968.37
Tax Expenses	254.70	246.24
Profit/(loss) After Tax ("PAT")	1,008.45	722.13
Earnings per share
Basic and Diluted EPS (in ‘^)	13.83	11.62

3. State of Company Affairs

The Company has reported the total income of ^ 12,960.89 Lakhs for the financial year 202526 as compared to ^ 11,202.82 Lakhs in the financial year 2024-25. The net profit for the financial year 2025-26 amounted to ^ 1,008.45 Lakhs as compared to a net profit of ^ 722.13 Lakhs in the financial year 2024-25. Your directors are continuously looking for avenues for future growth of the Company.

4. Material Changes:

4.1 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO

WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Other than stated elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended March 31, 2026 to which the financial statements of the Company relate and the date of this Report.

4.2 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE During the financial year 2025-26, no significant and material orders have been passed by the regulators or courts or tribunals impacting

the going concern status and Companys operations in future.

5. Transfer to Reserves

Your Company has not transferred any amount to the general reserves during the financial year 2025-26 and the Board of Directors have decided to retain the entire profit for the financial year ended March 31,2026 in the Statement of Profit and Loss.

6. Listing of Shares

During the financial year 2025-26, the Company successfully completed its Initial Public Offer (IPO) comprising a fresh issue of 23,47,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 122/- per Equity Share, aggregating to approximately Rs. 28.63 Crores.

Pursuant to the successful completion of the IPO, the Equity Shares of the Company were listed and admitted to dealings on the EMERGE Platform of the National Stock Exchange of India Limited with effect from November 3, 2025, under the symbol "JAYESH" (ISIN: INE1AE401014), marking a significant milestone in the Companys growth journey.

The Company has appointed M/s. KFin Technologies Limited, as its Registrar and Transfer Agent (RTA) & Share Transfer Agent

(STA) for physical and electronic connectivity services with NSDL and CDSL.

The annual listing fees for the financial year 2025-26 have been duly paid to the National Stock Exchange of India Limited.

7. Utilization of IPO Proceeds

Since the Company is not required to appoint a monitoring agency under Regulation 262 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the utilisation of the proceeds of the Initial Public Offer has been reviewed by the Audit Committee and certified by the Statutory Auditors of the Company.

As per the Statement of Deviation/Variation for the half year and financial year ended March 31,2026, filed pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, out of the total IPO proceeds of Rs. 2,863.34 Lakhs, an amount of Rs. 2,799.11 Lakhs has been utilised towards the objects stated in the Prospectus, while Rs. 64.23 Lakhs remains unutilised as on March 31,2026. There has been no deviation in the utilisation of IPO proceeds from the objects stated in the Prospectus.

A summary of the utilisation of IPO proceeds as on March 31,2026, is provided below:

Object Stated in the Prospectus	Original Allocation	Amount utilised till March 31, 2026	Amount unutilised as on March 31, 2026
1. Purchase of side wall trailers	884.75	884.75	Nil
2. Implementation for Phase 2 of Smart Logistics Application	71.50	13.31	58.19
3. Working Capital Requirement	1,123.75	1,123.75	Nil
4. General Corporate Purposes	388.34	388.34	Nil
5. IPO expenses	395.00	388.96	6.04
Total	2,863.34	2,799.11	64.23

8. Dividend

Considering the profitability, financial performance, cash flow position, and available surplus of the Company for the financial year 2025-26, the Board of Directors has recommended a Final Dividend of ^0.05 (Five Paise Only) per equity share of face value of ^10/- each, for the financial year ended March 31,2026, subject to the approval of the Members at the ensuing Annual General Meeting.

During the financial year 2025-26, there was no unclaimed/unpaid dividend amount lying with of the Company and no dividend amount or equity shares were required to be transferred to the IEPF.

9. Share Capital:

Authorized Share Capital

As on March 31,2026, the Authorized Capital of the Company is ^9,00,00,000/- (Rupees Nine Crores only) divided into 90,00,000 (Ninety Lakhs) Equity Shares having face value of ^10 (Rupees Ten) each. During the financial year 2025-26, there have been no changes in Authorised Share Capital of the Company.

Issued, Subscribed and Paid-Up Capital

As on March 31,2026, the Issued, Subscribed and Paid-Up Capital of the Company is ^8,69,14,490/- (Rupees Eight Crores Sixty- Nine Lakhs Fourteen Thousand Four Hundred Ninety only) divided into 86,91,449 (Eighty-Six Lakhs Ninety-One Thousand Four Hundred Forty-Nine) Equity Shares of ^10/- each. (Rupees Ten) each.

During the financial year 2025-26, the Company successfully raised funds through an Initial Public Offering (IPO) by issuing 23,47,000 Equity Shares of ^10/- each at an issue price of ^122/- per Equity Share.

Pursuant to the said allotment, the Issued, Subscribed and Paid-up Share Capital of

the Company increased from ^6,34,44,490/- (Rupees Six Crores Thirty-Four Lakhs Forty- Four Thousand Four Hundred Ninety only), divided into 63,44,449 (Sixty-Three Lakhs Forty-Four Thousand Four Hundred Forty-Nine) Equity Shares of ^10/- each, to ^8,69,14,490/- (Rupees Eight Crores Sixty-Nine Lakhs Fourteen Thousand Four Hundred Ninety only), divided into 86,91,449 (Eighty-Six Lakhs Ninety-One Thousand Four Hundred Forty- Nine) Equity Shares of ^10/- each.

During the financial year 2025-26, the Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of ^10.00 each, ranking pari passu in all respects, including dividend and voting rights, ensuring a fair and equitable treatment for all shareholders.

10. Change in Nature of the Business

There was no change in the nature of business of the Company during the financial year 2025-26.

11. Depository System

As on March 31,2026, 86,91,449 (Eighty-Six Lakhs Ninety-One Thousand Four Hundred Forty-Nine) equity shares of the Company i.e. 100% of the total equity shares were held in dematerialized form.

The International Securities Identification Number (‘ISIN) allotted to the Companys shares under the Depository System is INE1AE401014. The Company has entered into agreement with both the Depositories

i.e., National Securities Depository Limited and Central Depository Services (India)

Limited. The equity shares of the Company are frequently traded at the EMERGE Platform of National Stock Exchange of India Limited.

12. Board of Directors and Key Mangerial Personnel:

Since the Company is listed on the EMERGE Platform of NSE, it is exempt from the corporate governance provisions specified in Regulation 17 of the Listing Regulations, as per Regulation 15(2)(b). Accordingly, the Companys Board composition will be governed by the Companies Act, 2013, and any other applicable laws, including any amendments or re-enactments thereof.

The Board plays a crucial role in overseeing how the management serves the short and long-term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep

our governance practices under continuous review. As on March 31,2026, the Board of Directors comprises of 5 Directors out of which 2 Directors are Executive Directors, 1 Director is Non-Executive Non-Independent and 2 are Non-Executive Independent Directors. There were no changes in the composition of Board of Directors during the financial year 2025-26.

None of the Directors of the Company are disqualified/debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements. The composition and category of Directors is as follows:

Sr. No. Name of Director	Designation	DIN
1. Sanjay Kumar Kundaliya	Chairman and Managing Director	03079695
2. Navita Kundaliya	Whole-Time Director	03467008
3. Rishi Maheshwari	Director	03595467
4. Mohit Mundhra	Independent Director	10514378
5. Arzoo Mantri	Independent Director	11025205

Key Managerial Personnel:

In accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the KMPs of the Company as on March 31, 2026 are as follows:

1. Sanjay Kumar Kundaliya, Chairman & Managing Director

2. Navita Kundaliya, Whole-time director

3. Surendra Kumar Tiwari, Chief Financial Officer

During the financial year 2025-26, the following changes occurred in the positions of Key Managerial Personnel:

1. Mr. Shekhar Pareek resigned from the office of Company Secretary and Compliance Officer of the Company with effect from February 21,2026.

2. Mr. Bhagwat Nayak has been appointed as the Company Secretary and Compliance Officer of the Company with effect from April 1,2026.

Retirement by Rotation:

In terms of Section 152(6) of the Companies Act, 2013 read with the rules made thereunder and as per the Articles of Association of the Company, Mrs. Navita Kundaliya (DIN: 03467008), Whole-Time Director of the Company is liable to retire by rotation at 15th Annual General Meeting and being eligible

has offered her candidature for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee ("NRC") have recommended her re-appointment. The notice convening the AGM includes the proposal for re-appointment of Director.

A brief resume of the Mrs. Navita Kundaliya (DIN: 03467008) proposed to be re-appointed, the nature of expertise in specific functional areas, names of companies in which she holds directorships, committee memberships/ chairmanships, shareholding in the Company, etc., as stipulated under Secretarial Standard-2, have been furnished in the explanatory statement to the Notice

convening the 15th Annual General Meeting of the Company and also given as "Annexure-A" of this Report.

13. Number of Meeting

13.1 MEETING OF BOARD OF DIRECTORS

During the financial year 2025-26, the Company held 14 (Fourteen) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Attendance at the Board Meeting	Sanjay Kumar Kundaliya (DIN: 03079695)	Navita Kundaliya (DIN: 03467008)	Rishi Maheshwari (DIN: 03595467)	Mohit Mundhra (DIN: 10514378)	Arzoo Mantri (DIN: 11025205)
April 03, 2025	Yes	Yes	Yes	Yes	Yes
May 17, 2025	Yes	Yes	Yes	Yes	Yes
June 05, 2025	Yes	Yes	Yes	Yes	Yes
June 12, 2025	Yes	Yes	Yes	Yes	Yes
August 23, 2025	Yes	Yes	Yes	Yes	No
August 26, 2025	Yes	Yes	Yes	Yes	No
October 10, 2025	Yes	Yes	Yes	Yes	No
October 14, 2025	Yes	Yes	Yes	No	Yes
October 24, 2025	Yes	Yes	Yes	Yes	No
October 29, 2025	Yes	Yes	Yes	No	Yes
October 30, 2025	Yes	Yes	Yes	No	Yes
November 17, 2025	Yes	Yes	No	Yes	Yes
February 14, 2026	Yes	Yes	Yes	No	Yes
March 31,2026	Yes	Yes	Yes	Yes	Yes

13.2 MEETINGS OF THE MEMBERS

During the financial year 2025-26, the Company held Annual General Meeting (AGM) for the financial year 2024-2025 on September 1,2025, at the Registered Office of the Company. All the Directors of the Company attended the aforesaid Annual General Meeting.

There is no Extra-Ordinary General Meetings held during the financial year 2025-26.

14. Independent Directors

The Independent Directors of the Company strictly adhere to the Code for Independent Directors, as outlined in Schedule IV of the Act. Pursuant to the provisions of Section 149 of the Act, the Independent Directors

have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company has also received from Independent Directors, declaration of compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the "Indian Institute of Corporate Affairs at Manesar, for inclusion of name in the data bank of Independent

Directors.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion, the Independent Directors fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

The details of the Independent Directors of the Company are as follows:

Sr. No. Name of Director	Designation	DIN
1. Mohit Mundhra	Non-Executive Independent Director	10514378
2. Arzoo Mantri	Non-Executive Independent Director	11025205

Pursuant to clause VII of the Schedule IV of the Companies Act, 2013, the Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and members of the management. During the financial year 2025-26, 1 (One) meeting of the Independent Directors was convened and held on March 31,2026 without the presence of Non-Independent Directors of the Company.

The Independent Directors met inter-alia, to:

• Review the performance of the NonIndependent Directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, taking into account the views of the Executive

Directors and Non-Executive Directors of the Company.

• Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.

15. Familiarization Programme for Independent Directors

The Independent Directors have been updated with their roles, duties and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company endeavours, through presentations at regular intervals to

familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of familiarization program imparted for financial year 2025-26 are available on the website of the Company at https://iayeshlogistics.com/investor .

16. Disclosures, Declarations and Annual Affirmations

1.1. Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.

1.2. Affirmation of all members of the board of directors and Senior Management Personnel have been received on the code of conduct for board of directors and senior management.

17. Directors Responsibility Statement:

Pursuant to the provisions of section 134(3)

(c) read with section 134(5) of the Companies Act, 2013 and the rules framed thereunder, the Board of Directors of the Company hereby states and confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. the selected accounting policies were applied consistently, and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31,2026, and that of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken

for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. Meetings of Committees and Their Constitution

The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing Regulations:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility Committee.

The Board of Directors has also constituted a Finance and Banking Committee to facilitate and expedite finance and banking related matters of the Company, for the convenience of the Companys operations.

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time.

The Board supervises the execution of its responsibilities by the Committees and is responsible for their action.

The details relating to the composition

and meetings of the committees and their respective terms of reference are provided in the ensuing paragraphs.

18.1 AUDIT COMMITTEE

18.1.1 Composition, Name of Members and Chairperson:

The Audit Committee of the Company is duly constituted in compliance with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of 2 NonExecutive Independent Directors and 1 Executive Director.

The composition of the Committee during the financial year 20252026 is as under:

Name of the Member	DIN	Designation in Committee	Nature of Directorship
Mohit Mundhra	10514378	Chairperson	Non-executive Independent Director
Arzoo Mantri	11025205	Member	Non-executive Independent Director
Sanjay Kumar Kundaliya	03079695	Member	Chairman and Managing Director

Company Secretary and Compliance Officer of the Company acts as Secretary to the Audit Committee.

Mr. Shekhar Pareek has attended all the meetings of the Audit Committee held during the financial year 202526, falling within his tenure as Company Secretary and Compliance Officer of the Company.

18.1.2 Meetings and Attendance during the year:

Attendance at the Meeting held on	Mr. Mohit Mundhra (Chairperson)	Ms. Arzoo Mantri (Member)	Mr. Sanjay Kumar Kundaliya (Member)
April 03, 2025	Yes	Yes	Yes
July 18, 2025	Yes	Yes	Yes
August 23, 2025	Yes	Yes	Yes
August 26, 2025	Yes	No	Yes
October 10, 2025	Yes	No	Yes
November 17, 2025	Yes	Yes	Yes
February 14, 2026	Yes	Yes	Yes

18.1.3 Terms of Reference:

1. To assist the Board in its oversight functions relating to:

a) Quality and integrity of disclosures contained in the audited and unaudited financial statements;

b) Compliance with legal and regulatory requirements;

c) Qualifications, experience, performance and independence of external auditors;

d) Integrity of the internal controls established from time to time; and

e) Investments of the Company.

f) Any other matter as may deem fit.

2. To investigate into any matter in relation to the items specified in Section 177 of the Companies Act, 2013 or referred to it by the Board and for this purpose, shall have full access to information contained in the records of the Company and seek external professional advice, if necessary.

3. To investigate any activity within its terms of reference.

4. To seek information from any source including employees.

5. To obtain outside legal or other professional advice, if necessary.

6. To secure attendance of outsiders with relevant expertise, if it considers necessary.

7. To protect whistle blowers.

8. The role of the Audit Committee shall include the following:

a) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) review and monitor the auditors independence and performance, and effectiveness of audit process;

c) examination of the financial statement and the auditors report thereon;

d) approval or any subsequent modification of transactions of the company with related parties;

e) scrutiny of inter-corporate loans and investments;

f) valuation of undertakings or assets of the company, wherever it is necessary;

g) evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

i) Any other responsibility as may be assigned by the board from time to time.

18.2 NOMINATION & REMUNERATION COMMITTEE:

18.2.1 Composition, Name of Members and Chairperson:

The Nomination and Remuneration Committee is constituted in compliance with the provisions of Section 178 of the Companies Act, 2013.

The composition of the Nomination and Remuneration Committee during the financial year 2025-26 is as follows:

Name of the Member	DIN	Designation in Committee	Nature of Directorship
Mohit Mundhra	10514378	Chairperson	Non-executive Independent Director
Arzoo Mantri	11025205	Member	Non-executive Independent Director
Rishi Maheshwari	03595467	Member	Non-Executive Director

Company Secretary and Compliance Officer of the Company acts as Secretary to the Nomination and Remuneration Committee. Mr. Shekhar Pareek has attended all the meetings of the Nomination and

Remuneration Committee, Committee held during the financial year 2025-26, falling within his tenure as Company Secretary and Compliance Officer of the Company.

18.2.2 Meetings and Attendance during the year:

Attendance at the Meeting held on	Mr. Mohit Mundhra (Chairperson)	Ms. Arzoo Mantri (Member)	Mr. Rishi Maheshwari (Member)
April 03, 2025	Yes	Yes	Yes
August 23, 2025	Yes	Yes	Yes
August 26, 2025	Yes	No	Yes
March 31,2026	Yes	Yes	Yes

18.2.3 Terms of Reference:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal, and to specify the manner for effective evaluation

of performance of Board, its Committees, Chairperson and individual directors to be carried out either by the Board, by the NRC or by an independent external agency and review its implementation and compliance;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services

of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

3. To formulate the criteria for determining qualifications, positive attributes

and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

4. While formulating the policy, to ensure that -

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality

required to run the company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long- term performance objectives appropriate to the working of the company and its goals.

5. To take into account financial position of the company, trend in the industry, appointees qualifications, experience, past performance, past remuneration, etc., and bring about objectivity in determining the remuneration package while striking a balance between the interest of the company and the shareholders while approving the remuneration payable

to managing director, whole time director or manager;

6. To lay down / formulate the evaluation criteria for performance evaluation of independent directors and the Board;

7. To devise a policy on Board diversity;

8. To review and approve the remuneration and change in remuneration payable to managing director(s);

9. To recommend to Board, all remuneration, in whatever form, payable to senior management;

10. To ensure ‘Fit & Proper status of the proposed /existing directors;

11. To act as the Compensation Committee in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; and Whether to extend or continue the term of appointment of the independent director,

on the basis of the report of performance evaluation of independent directors.

12. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

18.3.1 Composition, Name of Members and Chairperson:

The Stakeholders Relationship Committee is constituted in compliance with the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination and Remuneration Committee during the financial year 2025-26 is as follows:</p>

18.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name of the Member	DIN	Designation in Committee	Nature of Directorship
Mohit Mundhra	10514378	Chairperson	Non-executive Independent Director
Sanjay Kumar Kundaliya	03079695	Member	Chairman and Managing Director
Navita Kundaliya	03467008	Member	Whole Time Director

Company Secretary and Compliance Officer of the Company acts as Secretary to the Stakeholders Relationship Committee. Mr. Shekhar Pareek has attended all the meetings of the Stakeholders Relationship Committee held during the financial year 2025-26, falling within his tenure as Company Secretary and Compliance Officer of the Company.

18.3.2 Meetings and Attendance during the year:

Attendance at the Meeting held on	Mr. Mohit Mundhra (Chairperson)	Mr. Sanjay Kumar Kundaliya (Member)	Mrs. Navita Kundaliya (Member)
February 14, 2026	Yes	Yes	Yes

18.3.3 Terms of Reference:

1. Considering and looking into various aspects of interests of shareholders, debenture holders and other security holders;

2. Redressal of all security holders and investors grievances such as complaints related to transfer of shares or debentures, including non-receipt of share certificates or debenture certificates, issue of new/ duplicate certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, general meetings, etc., and assisting with quarterly reporting of such complaints;

3. Reviewing of measures taken for effective exercise of voting rights by shareholders;

4. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

5. Giving effect to all allotment, transfer/ transmission of shares and debentures, dematerialization of shares and rematerialization of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

6. Reviewing the measures and initiatives taken by the Company for reducing the quantum

of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company;

7. Reviewing the adherence to the service

standards by the Company with respect to various services rendered by the registrar and transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;

8. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

18.4 CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

18.4.1 Composition, Name of Members and Chairperson:

The Corporate Social Responsibility Committee ("CSR Committee") has been duly constituted, pursuant to the provisions of Section 135 of the Act, read with the rules made thereunder. The Committee is entrusted with the responsibility of formulating and recommending the Corporate Social Responsibility Policy to the Board, recommending the amount of expenditure to be incurred on CSR activities, and monitoring the implementation of the CSR Policy and related initiatives of the Company from time to time. The composition of the Corporate Social Responsibility Committee is as follows:

Name of the Member DIN Designation in Committee Nature of Direct

Name of the Member	DIN	Designation in Committee	Nature of Directorship
Arzoo Mantri	11025205	Chairperson	Non-executive Independent Director
Sanjay Kumar Kundaliya	03079695	Member	Chairman and Managing Director
Navita Kundaliya	03467008	Member	Whole Time Director

Company Secretary and Compliance Officer of the Company acts as Secretary to the Stakeholders Relationship Committee. Mr. Shekhar Pareek has attended all the meetings of the Stakeholders Relationship Committee held during the financial year 2025-26, falling within his tenure as Company Secretary and Compliance Officer of the Company.

18.4.2 Meetings and Attendance during the year:

Attendance at the Meeting held on	Ms. Arzoo Mantri (Chairperson)	Mr. Sanjay Kundaliya (Member)	Mrs. Navita Kundaliya (Member)
February 14, 2026	Yes	Yes	Yes

18.4.3 Terms of Reference:

1. Formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

2. Review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company.

3. Annually review the CSR Policy and associated frameworks, processes and

practices of the Company and make appropriate recommendations to the Board.

4. Monitor if the Company is taking appropriate measures to ensure the successful implementation of CSR activities.

5. Formulate and monitor the implementation of the CSR annual action plan, in accordance with the Companys CSR policy and provisions of applicable laws from time to time.

6. Monitor the administrative overheads in pursuance of CSR activities or projects or

programs so that they do not exceed the prescribed thresholds.

7. To formulate and recommend to the Board, an annual action plan in pursuance to the corporate social responsibility policy, which shall include the following, namely:

a) the list of corporate social responsibility projects or programmed that are approved to be undertaken in areas or subjects specified in the Schedule VII of the Companies Act, 2013;

b) the manner of execution of such projects or programmed as specified in Rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014;

c) the modalities of utilization of funds and implementation schedules for the corporate social responsibility projects or programmes;

d) monitoring and reporting mechanism for the implementation of the corporate social responsibility projects or programmed; and

e) details of need and impact assessment, if any, for the corporate social responsibility projects undertaken by the company.

f) such other matters as may be required to be carried out by the Corporate Social Responsibility Committee pursuant to amendment under any law, from time to time.

19. Annual Return:

In compliance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31,2026 is available on the website of the Company at https:// jayeshlogistics.com/investor.

20. Particulars of Employees and Their Median of Remuneration:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in "Annexure-B" to this Report.

The statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

21. Information About Subsidiary/ Jv/ Associate Company:

The Company does not have any subsidiary, joint venture or associate company as on March 31,2026.

22. Particulars of Loans, Guarantees or Investments:

Particulars of loans given, investments made, guarantees and security provided under Section 186 of the Companies Act, 2013, if any, are disclosed in the financial statements read with the notes accompanying thereto, which forms an integral part of the Annual Report and hence not repeated herein for the sake of brevity.

23. Credit Rating of Securities:

During the financial year 2025-26, the Company has not obtained any credit rating from any credit rating agencies.

24. Auditors:

24.1 STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s GGPS & Associates (FRN: 032345N), Chartered Accountants, were appointed as the Statutory

Auditors of the Company at the 13th Annual General Meeting held on September 30,

2024, to hold office for a term of 5 (Five) consecutive years, from the conclusion of the 13th Annual General Meeting until the conclusion of the 18th Annual General Meeting to be held in the calendar year 2029.

The Statutory Auditors have confirmed their eligibility to continue as the Companys Auditors for the financial year 2026-27 in accordance with the provisions of the Companies Act, 2013.

During the financial year 2025-26, the Statutory Auditors did not report any instances of fraud in their Audit Report under Section 143(12) of the Companies Act,

2013. Accordingly, no additional disclosure is required under Section 134(3) of the Act. The Auditors Report for the financial year ended March 31,2026 is unmodified and does not contain any qualification, reservation or adverse remark. The Notes to the financial statements referred to therein are self-explanatory and do not call for further comments.

24.2 COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,

2014, the maintenance of cost records and requirement of cost audit is not applicable to the Company.

24.3 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules and on the recommendation of the Audit Committee, 2014, the Board of Directors at its meeting held on February 14, 2026 had appointed M/s S.K. Joshi & Associates, Company Secretaries (ICSI Unique Code:

P2008RJ064900), as the Secretarial Auditors of the Company for the financial year 202526.

The Secretarial Auditors carried out the Secretarial Audit for the financial year ended March 31,2026. The Secretarial Audit Report is annexed as "Annexure-C" and forms an integral part of this Report.

The Secretarial Audit Report is selfexplanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the financial year ended March 31,2026, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, accordingly, no details are required to be disclosed under Section 134(3)(ca) of the Act.

The Board has appointed M/s S.K. Joshi & Associates, Practicing Company Secretaries (ICSI Unique Code: P2008RJ064900) as Secretarial Auditors of the Company to carry out Secretarial Audit of the Company for the financial year 2026-27 at its meeting held on May 15, 2026.

24.4 INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, M/s Ashish Upadhyay & Company (FRN: 328559E), Chartered Accountants, were appointed as the Internal Auditors of the Company by the Board of Directors at its meeting held on February 14, 2026, to conduct the internal audit of the Company for the Financial Year 2025-26.

During the financial year 2025-26, no instance of fraud was reported by the Internal Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

The Board has appointed M/s Ashish Upadhyay & Company (FRN: 328559E), Chartered Accountants as Internal Auditor of the Company to carry out Internal Audit of the Company for the financial year 2026-27 at its meeting held on May 15, 2026.

25. Internal Financial Control System:

The Company has put in place an effective internal control system to synchronize its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safe keeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and its operating effectiveness was also tested. The Internal Audit reports are also periodically reviewed by the Audit Committee.

26. Energy Conservation, Technology Absorption & Foreign Exchange Earnings and Outgo:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act,

2013 read with Companies (Accounts) Rules,

2014 is provided hereunder:

A. Conservation of Energy:

(i) Steps taken or impact on conservation of energy

Our company remains committed to energy conservation and continues to implement measures aimed at reducing energy consumption across its offices. We utilize energy-efficient computers and procure environmentally compliant equipment, including PCs, laptops, and air conditioners. Furthermore, the Company is actively replacing outdated, energy-intensive devices with modern, energy-saving alternatives to enhance overall efficiency and sustainability.

(ii) Steps taken by the Company for utilizing alternate sources of energy

Currently, our Company does not utilize alternative energy sources. However, we are exploring options to integrate renewable energy solutions to reduce both our carbon footprint and energy costs.

(iii) Capital investment on energy conservation equipments

To date, there has been no significant capital investment in energy conservation equipment. However, we continually assess the potential benefits of such investments as part of our strategy to enhance energy efficiency.

B. Technology Absorption

(i) The efforts made towards technology absorption: During the financial year 202526, no specific technology absorption initiative was undertaken, as the Companys operations do not require the absorption of external or specialized technology.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Since no technology absorption initiative was undertaken during the year, there were no

benefits accruing under this head such as product improvement, cost reduction, product development, or import substitution.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not applicable, as the Company has not imported any technology during the three years immediately preceding the financial year 2025-26. Accordingly, particulars under subclauses (a) to (d) below do not arise:

a. Details of technology imported: Not Applicable

b. Year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(iv) The expenditure incurred on Research and Development: The Company did not incur any expenditure on research and development during the financial year 2025-26.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows: The Company has no foreign exchange earnings and outgo in the respective year.

27. Investor Grievance Redressal:

The Company is committed to providing a transparent and responsive grievance redressal mechanism for shareholders and investors. During the financial year 202526, there were no complaints received from the investors. There were no grievances remaining unresolved or pending as on March 31,2026.

The designated e-mail id for investor complaints is cs@iayeshlogistics.com .

The detailed information regarding the complaints received and resolved by the Company is provided in the table below:

	During the financial year
No. of complaints pending as on April 01,2025	No. of complaints received	No. of complaints disposed-off	No. of complaints remain unresolved as on March 31, 2026
0	0	0	0

28. Related Party Transactions:

During the financial year 2025-26, all related party transactions entered by the Company, were approved by the Audit Committee and were on an arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the

shareholders. Prior approval is obtained for related party transactions, which are repetitive in nature and entered in the ordinary course of business and on an arms length basis.

Therefore, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act w.r.t. contracts or arrangements with related parties under Section 188(1) in Form AOC-2 is not applicable to the Company for financial year 2025-26, hence does not form part of

this Report. The details of the transactions with the related parties, in accordance with the accounting standards applicable to the Company, have been disclosed in the notes to the financial statements forming part of this Report & Annual Accounts 2025-26.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the Companys website at https://jayeshlogistics.com/investor .

29. Risk Management

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Presently, no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

The Company has framed a Risk Management policy, for assessment and minimization of risk including identification therein of elements of risk, if any, which may threaten the existence of the Company. The policy is uploaded on the website of the company i.e. https://jayeshlogistics.com/ investor. The policy is reviewed periodically by the Board of Directors of the Company.

30. Prevention of Insider Trading

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the Company has in place a code of conduct to regulate, monitor and report trading by insiders and for prohibition of insider trading in the shares of the Company. The code inter alia prohibits

purchase/sale of shares of the Company by its designated persons and other connected persons while in possession of unpublished price sensitive information in relation to the Company and during the period when trading window is close.

The Company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) which is also available on the Companys website at https://iaveshlogistics . com/investor

31. Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards, SS-1 & SS-2 with respect to Board Meetings and General Meetings respectively, issued and specified by the Institute of Company Secretaries of India.

32. Deposits

During the financial year 2025-26, your Company has not accepted any public deposits within the meaning of section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

33. Corporate Social Responsibilities (CSR)

The Company has a well-defined policy on Corporate Social Responsibility ("CSR Policy") as per the requirement of Section 135 of the Act. The CSR Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. The annual report on the CSR activities is required to be given under section 135 of the Companies Act, 2013

read with rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 has been provided as "Annexure-D" of this Report.

The CSR policy are available at website of the Company at https://jayeshlogistics.com/ investor.

34. Internal Control Systems and Their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable accounting standards for properly maintaining the books of accounts and reporting financial statements.

35. Companys Policy on Directors Appointment and Remuneration

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013. The Policy lays down the criteria for appointment, remuneration, and performance evaluation of Directors and Key Managerial Personnel. The Nomination and Remuneration Policy is available at the website of the Company at https:// jayeshlogistics.com/investor. Pursuant to the provisions of the Companies Act, 2013 and the aforesaid Policy, the Board has carried out an evaluation of its own performance, as well as that of its committees and individual Directors, for the financial year 2025-26. There has been no material change in the Nomination and Remuneration Policy during the financial year 2025-26.

36. Board Evaluation

The Nomination and Remuneration Policy

of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of individual directors, committees of the Board and the Board as a whole. The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long-term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain, knowledge, vision, strategy, engagement with senior management etc. The independent directors at their separate meeting review the performance of non - independent directors and the Board as a whole, chairperson of the Company after considering the views of executive directors and non-executive directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform the duties. Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

37. Disqualification of Directors

In compliance with Section 164(2) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company received and reviewed the Form DIR-8 from each and every Director during the financial year 2025-2026. This form certifies that none of the Directors of your Company are disqualified to hold office as a director under the provisions of Section 164(2) of the Act, nor are they barred from

holding the office of a director by any order of the SEBI.

38. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition Andredressal) Act, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The objective of this policy is to provide an effective complaint redressal mechanism if

there is an occurrence of sexual harassment. This policy is applicable to all employees, irrespective of their level and it also includes ‘Third Party Harassment cases i.e. where sexual harassment is committed by any person who is not an employee of the Company.

During the financial year 2025-26, the Board has re-constituted the Internal Complaint Committee (ICC) in its meeting held on February 14, 2026, in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 to consider and resolve the complaints related to sexual harassment. The composition of the ICC is as follows:

Sr. No. Name of Member	Designation in Committee
1. Mrs. Puja Chirania	Chairperson & Presiding Officer
2. Mrs. Oyenlisha Singh	Member
3. Mrs. Rituparna Ghosh	Member
4. Mrs. Hrituparna Chowdhury	External Member

The Company regularly conducts awareness programs for its employees. Your Directors further state that during the financial year 2025-26, the following is the summary of sexual harassment complaints received and disposed-off:

Sr. No. Name of Member	Designation in Committee
1 Number of complaints on sexual harassment pending at the beginning of the year	Nil
2 Number of complaints on sexual harassment received during the year	Nil
3 Number of cases pending for more than ninety . days	Nil
4 Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programme for its employees
5 Nature of action taken by the employer or district . officer	Not Applicable

39. Vigil Mechanism / Whistle Blower Policy

Based on the recommendation of the Audit Committee, the Board has adopted a Vigil Mechanism/Whistle Blower Policy. Adequate safeguards are provided against victimization to those who avail the mechanism and direct access to the Chairperson of the Audit Committee is provided to them. During FY 2025-26, no incidents have been reported under Vigil Mechanism/Whistle Blower Policy. No personnel of the Company were denied access to the Audit Committee. The Whistle Blower Policy of the Company can be accessed at the website of the Company at https://iayeshlogistics.com/investor .

40. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, shall be transferred to the Investor Education and Protection Fund ("IEPF"). The provision of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid by the Company in the previous years.

41. Policies of the Company

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for all listed companies.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the

rules framed thereunder and the Listing Regulations. All such Policies are available on the Companys website at https:// jayeshlogistics.com/investor.

42. Management Discussion & Analysis Report

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis (MDA) Report which forms an integral part of this Report. The MDA report is appended to this report as "Annexure -E".

43. Corporate Governance

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations, 2015"), compliance with the provisions related to Corporate Governance is not mandatory for:

a) Listed entities with a paid-up equity share capital not exceeding ^10 crore and net worth not exceeding ^25 crore, as on the last day of the previous financial year;

b) Listed entities which have listed their specified securities on the SME Exchange.

Since the equity shares of the Company are listed on the EMERGE Platform of the National Stock Exchange of India Ltd. (NSE), the Company falls under the exemption category specified in clause (b) above. Accordingly, the provisions of Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C,

D and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

44. Business Responsibility Reporting

The provisions relating to mandatory inclusion of Business Responsibility and Sustainability Report ("BRSR") in the Annual Report as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year 2025-26.

45. Details of Application Made or Any Proceeding Pending Under The Insolvency and Bankruptcy Code, 2016 During The Year

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year as at the end of the financial year.

46. Details of Difference Between The Amount of The Valuation Done At The Time of One Time Settlement And The Valuation Done While Taking Loan From The Bank or Financial Institution

The above-mentioned clause is not applicable to the Company, as there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

47. Human Resources and Industrial Relations

Human resources remain a valuable asset of the Company. As on March 31,2026, the Company had 45 permanent employees, comprising 34 males and 11 females, with

no transgender employees, representing diverse social, economic and geographical backgrounds.

The Company recognizes that its employees are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. The Company has established a full-fledged human resources department, which is entrusted with the responsibility of retaining and developing the skills of all its employees. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the Company to achieve its business objectives. The industrial relations in all units of the Company continue to be cordial.

48. Maternity Benefit Compliance

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to redress complaints relating to sexual harassment, thereby ensuring a safe, secure, and enabling work environment for all women employees.

49. ENVIRONMENT, HEALTH aND SAFETY

Safety pertains to protecting the health and

well-being of employees, visitors, and other stakeholders involved in an organizations activities. Occupational health and safety measures are essential to prevent accidents, injuries, and illnesses in the workplace. We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted a health and safety policy that is aimed at complying with legislative requirements, requirements of our licenses, approvals, various certifications and ensuring the safety of our employees and the people working at our facility or under our management.

50. Disclosures of Certain Types of Agreements Binding Listed Entities

Pursuant to the requirements of Regulation 30A, read with Clause 5A of Para A of Part A of Schedule III of the Listing Regulations, the Company confirms that during the financial year 2025-26, no such binding agreements were executed by the Company, its Promoters, Directors or other specified parties that fall within the ambit of this regulatory requirement. Consequently, no disclosures are required for the financial year 2025-26.

51. Disclosure With Respect to Demat Suspense Account/ Unclaimed Suspense Account

As per the confirmation given by Registrar and Transfer Agent, the Company has Nil shares that remains unclaimed by the shareholders of the Company. All shares of the Company are held in demat form and have been duly claimed by the respective shareholders. Hence, the Company is not required to undergo the procedural requirements of Schedule VI of the SEBI

(LODR) Regulations, 2015.

a) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

b) Number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

c) Number of shareholders to whom shares were transferred from suspense account during the year: Nil

d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

e) That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Nil

52. Other Disclosures

(i) During the financial year, the Company has not issued any equity share with differential rights.

(ii) The Company has not issued any sweat equity shares.

(iii) There was no commission paid by the Company to its managing director or wholetime directors, so no disclosure required

in pursuance of section 197(14) of the Companies Act, 2013.

(iv) The Company has not bought back any of its securities during the financial year 2025-26.

(v) The Company has not provided any stock option scheme its employees.

53. Acknowledgement

Your Directors wish to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers/finance companies and other business constituents during the financial year2025-26. Your Directors also wish

to place on record their deep sense of appreciation for the commitment displayed by all officers and staff, for their continued support and confidence, which they have reposed in the management.