JTL Defence Ltd Directors Report

To,

The Members,

JTL Defence Limited

(Formerly Known as RCI Industries & Technologies Limited)

Your directors are pleased to present the 35^th Annual Report of JTL Defence Limited (Formerly known as RCI Industries & Technologies Limited) together with the Audited Financial Statements for the financial year ended March 31, 2026 (the "Financial Year")

1. FINANCIAL HIGHLIGHTS: (In Rs. Lakhs)

	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	1,928.77	97.99	1,928.77	97.99
Other Income	173.28	19.73	173.28	19.73
Total Income	2,102.05	117.72	2,102.05	117.72
Less: Expenses	2,096.53	754.77	2,096.53	754.77
Profit/ (Loss) before Exceptional items	5.51	(637.05)	5.51	(637.05)
Less: Exceptional Items	-	-	-	-
Profit/ (Loss) Before Tax	5.51	(637.05)	5.51	(637.05)
Tax Expenses
Current Tax	1.41	-	1.41	-
Deferred Tax	(22.67)	6.99	(22.67)	6.99
Profit/ (Loss) After Tax	26.78	(644.04)	26.78	(644.04)
Total Other Comprehensive Income	14,159.16	-	14,159.16	-
Total comprehensive income / (loss) for the year	14,185.94	(644.04)	14,185.94	(644.04)
Earnings per Equity Share (F.V. Rs.10 each)
Basic	0.19	(4.11)	0.19	(4.11)
Diluted	0.19	(4.11)	0.19	(4.11)

2. COMPANYS PERFORMANCE AND REVIEW/ STATE OF COMPANY AFFAIRS:

Standalone: The total revenue (net) of your Company for the year ended March 31, 2026 stood at Rs.1928.77 Lakhs as against Rs.97.99 Lakhs during the previous year ended March 31, 2025. The Profit after tax for the year ended March 31, 2026 is Rs. 26.78 Lakhs as against the loss of Rs. 644.04 Lakhs during the previous year ended March 31, 2025.

Consolidated: The total revenue (net) of your Company for the year ended March 31, 2026 stood at Rs. 1928.77 Lakhs as against Rs.97.99 Lakhs during the previous year ended March 31, 2025. The Profit after tax for the year ended March 31, 2026 is Rs.26.78 Lakhs as against the loss of Rs.644.04 Lakhs during the previous year ended March 31, 2025.

3. HOLDING COMPANY:

JTL Industries Limited is the holding Company which holds 95% of total paid-up equity share capital of the Company as on March 31, 2026.

4. TRANSFER TO RESERVES:

The Company was under the Corporate Insolvency Resolution Process (CIRP) from November 25, 2022, to October 9, 2025. During the period from April 1, 2025, to October 9, 2025, being a part of the financial year under review, the management and affairs of the Company were vested in and administered by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. Pursuant to the successful implementation of the approved Resolution

Plan, the management and control of the Company were handed over to the present management with effect from December 08, 2025. Accordingly, the present management has relied upon the documents, records, and information made available by the Resolution Professional in respect of the period during which the Company was under CIRP.

The Companys Reserves & Surplus as at March 31, 2026, stood at Rs. 18568.42 lakhs, as compared to Rs. (28,666.52) lakhs as at March 31, 2025. Further, opening balance of retained earnings after adjustment with other comprehensive income amounting to Rs. (28,666.52) lakhs has been transferred to Capital Reserves during the period under review.

Further details relating to the Reserves & Surplus are provided in the Note No. 12 to the Audited Financial Statements for the financial year ended March 31, 2026, which form an integral part of this Annual Report.

5. DIVIDEND:

The company has not recommended any dividend for the year ended March 31, 2026.

6. CHANGE IN SHARE CAPITAL:

During the year under review, there was no change in the Authorized Share Capital of the Company.

Further, pursuant to the Resolution Plan approved by the Honble NCLT, New Delhi Bench, vide its Order dated October 09, 2025, the capital structure of the Company was restructured.

The issued, subscribed and paid-up equity share capital of the Company stood at Rs. 15,67,64,150 comprising 1,56,76,415 equity shares of Rs. 10 each prior to the implementation of the approved Resolution Plan. Pursuant to the implementation of the Resolution Plan, Entire share capital held by erstwhile promoters and promoter group of the Company was extinguished without any payout. [(erstwhile) Promoter shareholding: NIL] and the shares held by the public shareholders of the Company as on the record date (i.e. 28^th November 2025) was reduced to 5% of the fully diluted capital structure of the entity post the implementation of the Resolution Plan. In other words, cancellation/ extinguishment of the entire shareholding of the existing shareholders as on the record date without any payment of consideration and re-issue of 01 equity share of INR 10/- each for every 9.4464 equity shares of INR 10/- each held by the public shareholders on the Record date.

Further, any fractional entitlement shall be held in trust and shall be treated in a manner as may be permissible by the law. Accordingly, 5,26,315 equity shares of Rs. 10 each were issued to public shareholders.

Further, 1,00,00,000 equity shares of Rs. 10 each were allotted on a preferential basis to the Successful Resolution Applicant (SRA) i.e. JTL Industries Limited. Consequently, the issued, subscribed and paid-up equity share capital of the Company as at March 31, 2026, is Rs. 10,52,63,150 comprising 1,05,26,315 equity shares of Rs. 10 each.

7. LISTING INFORMATION:

The equity shares allotted pursuant to the Resolution Plan had received re-listing and trading approval from BSE Limited on February 20, 2026 and April 24, 2026 respectively. The ISIN of the Company is INE140B01048.

8. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES COMPANIES:

The Company has following Subsidiary and Associate Companies:

S. No.	Company Name	Subsidiary/ Associate	% of shares held
1.	RCI World Trade Link DMCC, Dubai (U.A.E.)	Subsidiary	100
2.	Ace Matrix Solutions Pvt. Ltd.	Associate	22
3.	Metalrod Private Limited	Associate	34.27

Further, no company has become or ceased to be the Subsidiary, Joint Venture and Associate Company during the period under review.

9. DEPOSITS:

During the financial year 2025-26, the Company has not accepted, invited or renewed any deposits or amounts which are deemed to be deposits within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and no such amounts or interest on deposits was outstanding as on March 31, 2026.

10. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the period under review.

11. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Change in Management of Company:

Members may take note that the Company underwent the Corporate Insolvency Resolution Process (CIRP) under the

Insolvency and Bankruptcy Code, 2016, pursuant to the NCLT, New Delhi order dated November 25, 2022. During the CIRP, the Companys management was handled by the Resolution Professional and the powers of the Board of Directors remained suspended. Following the successful implementation of the Resolution Plan, management was transferred to the Successful Resolution Applicant i.e. JTL Industries Limited with effect from December 08, 2025 and the Directors and KMPs were appointed pursuant to the applicable laws.

During the financial year under review, the Company witnessed several changes in the composition of its Board of Directors and Key Managerial Personnel ("KMP") to strengthen its governance framework and align with its business requirements.

Pursuant to the Order dated October 09, 2025, passed by the Honble NCLT, New Delhi Bench approving the Resolution Plan as submitted by JTL Industries Limited, the Successful Resolution Applicant ("SRA"), the following changes has been taken place w.e.f October 28, 2025 as per the approved Resolution Plan;

Sr. No.	Name	DIN	Nature of Change	Designation
1.	Mr. Rajeev Gupta	00503196	Cessation	Managing Director
2.	Mrs. Mamta Gupta	00503302	Cessation	Non-Executive-Non-Independent Director
3.	Mr. Mukesh Kumar Tyagi	08698810	Cessation	Non-Executive-Independent Director
4.	Mr. Ritesh Kumar	08698796	Cessation	Non-Executive-Independent Director
5.	Ms. Priya Rastogi	NA	Cessation	Company Secretary and Compliance Officer
6.	Mr. Madan Mohan	00156668	Appointment	Non-Executive- Non-Independent Director
7.	Mr. Rakesh Garg	00184081	Appointment	Non-Executive- Non-Independent Director
8.	Mr. Pranav Singla*	07898093	Appointment	Non-Executive- Non-Independent Director
9.	Ms. Sarika Kaur*	NA	Appointment	Company Secretary and Compliace Officer

*Mr. Pranav Singla was re-designated as the Managing Director of the Company w.e.f November 21, 2025.

* Re-constituted Board, pursuant to Approved Resolution Plan, had take note and approved to continue Ms. Sarika Kaur as Company Secretary & Compliance Officer of the Company w.e.f August 09, 2025

Further, the Board of Directors including Independent Directors and Key Managerial Personnel (KMP) has been duly appointed and resigned in line with the provisions of The Companies Act, 2013 read with rules made thereunder, SEBI (LODR) Regulations, 2015 and other applicable laws for the time being in force w.e.f January 6, 2026 as follows;

S. No.	Name	DIN	Nature of Change	Designation
1.	Mr. Dhruv Singla	02837754	Appointment	Whole-time Director (Additional)
2.	Dr. Venkatagowri Sankara Jayaram Pyla	09844868	Appointment	Independent Director (Additional)
3.	Mr. Satinder Singh	11453680	Appointment	Independent Director (Additional)
4.	Mrs. Neerja Chathley	08448077	Appointment	Independent Director (Additional)
5.	Mr. Naveen Kumar Laroiya	NA	Appointment	Chief Financial Officer
6.	Mr. Ankit Singla	NA	Appointment	Company Secretary & Compliance Officer
7.	Mr. Madan Mohan*	00156668	Cessation	Whole-time Director
8.	Mr. Rakesh Garg**	00184081	Cessation	Chairperson & Non-Executive Director
9.	Ms. Sarika Kaur	NA	Cessation	Company Secretary & Compliance Officer

* Mr. Madan Mohan was redesignated as Whole-time Director of the Company w.e.f November 21, 2025.

** Mr. Rakesh Garg was redesignated as Chairperson & Non-Executive Director of the Company w.e.f November 21, 2025.

12. BOARD MEETINGS:

The Board met 8 (Eight) times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

Further, the Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the Listing Agreement.

The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the Board of Directors of your Company.

13. DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors were appointed with effect from January 06, 2026, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received the requisite declarations from all Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have further confirmed that they are not disqualified from being

appointed, re-appointed, or continuing as Independent Directors of the Company.

The Independent Directors have also confirmed that they are registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs ("IICA"), as required under the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

14. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE & EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors appointed on the Board during the period under review. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).

15. BOARD EVALUATION:

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes, and criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which complies with applicable laws, regulations, and guidelines.

Board evaluation processes, including in relation to the Chairman, individual directors, and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths, and highlight areas for further development.

The Meeting of Independent Directors was held on March 31, 2026, without the presence of Non-Independent Directors and members of the management. During the meeting, the Independent Directors noted that performance of the Non-Independent Directors and the Board as a whole was satisfactory and meets the expectations of good corporate governance.

Further, annual performance of board, committees and all the Directors has been reviewed by the Board of Directors in its meeting held on May 06, 2026 and found satisfactory.

16. FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS:

Your company follows a structured familiarisation programme through various reports and internal policies for the Independent Directors with a view to update them on the Companys policies on a regular basis. Letter of Appointment(s) are issued to Independent Directors setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction programme including the presentation from the Managing Director on the Companys manufacturing, marketing, finance and other important aspects. All our Directors are aware and also updated, whenever required, of their role, responsibilities, liabilities and obligations under the provisions of the Companies Act, 2013 and rules made there under an Agreement/ Regulation 25 of the Listing Regulations, 2015.

The details of the Familiarisation Programmes for Independent Directors are made available on Companys website at the web link: https://jtldefence.com/wp- content/uploads/2026/07/7.-Familarisation-Programme- for-Independent-Directors.pdf.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), Management Discussion and Analysis report ("MD&A Report") is provided as Annexure-1 to this Report.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During FY 2022-23, the Honble National Company Law Tribunal ("NCLT"), New Delhi Bench, vide its order dated November 25, 2022, admitted an application filed by Standard Chartered Bank Singapore Limited, under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("IBC"), for initiation of Corporate Insolvency Resolution Process ("CIRP") against the Company. Mr. Brijesh Singh Bhadauriya, bearing Registration No. IBBI/IPA-002/IP- N01045/2020-2021/13385, was appointed as the Interim Resolution Professional and subsequently confirmed as the Resolution Professional. The powers of the Board of Directors stood suspended and the affairs of the Company

were managed by the Resolution Professional in accordance with the provisions of the IBC.

The Company remained under CIRP from November 25, 2022 to October 09, 2025. Subsequently, the Honble NCLT, New Delhi Bench, vide its order dated October 09, 2025, approved the Resolution Plan submitted under the IBC, 2016. Pursuant to the approval of the Resolution Plan, the management and control of the Company were handed over in accordance with the terms of the approved Resolution Plan and the present management assumed control of the affairs of the Company.

The aforesaid approval of the Resolution Plan and the consequent change in the management constituted a significant development for the Company and have impact on Companys operations in future.

Except as stated above, there were no other significant and material orders passed by any regulator, court or tribunal during the financial year 2025-26 which could have an impact on the going concern status of the Company or its future operations.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto. During the year under review, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted and investments made.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All the related party transactions are entered on arms length basis and in ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. Form AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, giving details of contract or arrangement is attached herewith as Annexure- 2. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Related Party Transaction Policy is available on the Companys website at https://jtldefence. com/wp-content/uploads/2026/07/10.-Related-Party- Transactions-Policy.pdf.

21. DISCLOSURE OF COMPLAINTS OF SEXUAL HARASSMENT:

The Company was under Corporate Insolvency Resolution Process ("CIRP") from November 25, 2022 to October 9, 2025, during which the management of the Company was vested with the Resolution Professional. Accordingly, the Reconstituted Board and present management do not have complete information or records relating to the period prior to their appointment. Present Management has Zero-tolerance policy towards sexual harassment at the workplace and has constituted Internal Complaints Committee(s) ("ICCs") for prevention and redressal of complaints.

Based on the records and information presently available with the present management, following is the summary

of sexual harassment complaints received and disposed of during the year 2025-26:

a) Number of Complaints of sexual harassment received in the year: Nil

b) Number of complaints disposed of during the year: Nil

c) Number of cases pending for more than 90 days: Nil

22. STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE:

In terms of Companies (Accounts) Amendment Rules, 2018, it is hereby stated that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year ended on March 31, 2026 is uploaded on the website of the Company i.e. www.jtldefence.com and can be accessed through the link https://jtldefence.com/annual-return/

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company was under the Corporate Insolvency Resolution Process ("CIRP") from November 25, 2022 to October 9, 2025, during which the management and affairs of the Company were vested with the Resolution Professional. Since the Company did not meet the criteria prescribed under Section 135 of the Companies Act, 2013, the provisions of the said Section were not applicable to the Company during the financial year under review.

However, the new management of the Company duly constituted voluntarily, a "Corporate Social Responsibility Committee" as follows;

Sr. No.	Name	Designation	Category
1.	Mrs. Neerja Chathley	Chairperson	Non-Executive - Independent Director
2.	Mr. Pranav Singla	Member	Executive Director
3.	Dr. Venkatagowri Sankara Jayaram Pyla	Member	Non-Executive - Independent Director

25. NOMINATION AND REMUNERATION POLICY:

The objective of the Nomination and Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Companys stakeholders. The salient features of the nomination and remuneration policy of the Company is forming part of Corporate Governance Report. The Nomination and Remuneration Policy of the Company is available on Company website and can be accessed at https://jtldefence.com/wp-content/uploads/2026/07/8.- Nomination-and-Remuneration-Policy.pdf.

26. PARTICULARS OF EMPLOYEES AND REMUNERATION:

A. Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of Remuneration of Directors of the Company to the median employees remuneration and other details are provided in Annexure-3.

B. Details of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has no such employee drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the website of the Company and can be accessed through weblink at https://jtldefence.com/wp- content/uploads/2026/07/5.-Whistle-Blower-Policy.pdf.

28. STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

During the period under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

29. INVESTOR EDUCATION AND PROTECTION FUND:

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and the management of the affairs of the Company during the aforesaid period was vested with and carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The present management has no information available in this regard during the period under review.

30. CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing

Regulations is provided as Annexure-4 and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

31. MATERNITY BENEFIT ACT, 1961:

The Company have complied with the applicable provisions of the Maternity Benefit Act, 1961 during the period under review.

32. UNCLAIMED AND FRACTIONAL SHARES LYING IN THE ESCROW DEMAT ACCOUNT:

Total 2260 equity shares (1965 equity shares relating to fractional entitlements and 295 unclaimed equity shares) having Face Value of Rs. 10/- each of the Company are lying in the Escrow Demat Account during the period under review.

33. DECLARATION REGARDING CODE OF CONDUCT:

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Managing Director of the Company forms part of this Annual Report. The said code is available at the Companys website i.e. www.jtldefence.com

34. THE DETAIL OF APPLICATION MADE/PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company was under CIRP since November 25, 2022 till October 09, 2025. Honble NCLT, New Delhi Bench vide its order dated October 09, 2025 had approved the Resolution

Plan submitted by JTL Industries Limited, the Successful Resolution Applicant ("SRA").

During the year under review the Company had not made any application and no proceeding was pending under Insolvency & Bankruptcy Code, 2016 (IBC, 2016) as at March 31, 2026.

35. DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY:

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions during the period under review.

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established a robust internal control framework to commensurate with the scale and complexity of its operations. The Board of Directors oversees the effectiveness of the internal control system and periodically reviews its adequacy to ensure efficient business operations, reliable financial reporting and compliance with applicable laws and regulations. The internal control framework is designed to safeguard the Companys assets against loss, unauthorised use or disposition, ensure that transactions are duly authorised, accurately recorded and reported, maintain the reliability of accounting records and financial information, and ensure compliance with applicable laws, regulations and internal policies.

The Audit Committee maintained an active relationship with Statutory and Internal Auditors, leveraging their expertise to scrutinise audit outcomes and monitor the implementation of corrective measures.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are detailed below;

Sr. No.	Particulars	Comments
(A)	Conservation of energy
(i)	the steps taken or impact on conservation of energy;	Energy conservation is very important for the company and therefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipments with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.
(ii)	the steps taken by the Company for utilizing alternate sources of energy;	Cross ventilation for light and air have reduced power consumption in day time.
Iffi)	the capital investment on energy conservation equipment	Cross ventilation for light and air have reduced power consumption in day time.
(B)	Technology absorption
(i)	the efforts made towards technology absorption	Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
lii)	the benefits derived like product improvement, cost reduction, product development or import, substitution;	a. Right sizing of Manpower b. Cost Reduction c. Optimum efficiency
Iffi)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial	Nil
	year
	(a) the details of technology imported (b) the year of import	Nil NA
	(c) whether the technology been fully absorbed	NA
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NA
In)	the expenditure incurred on Research and Development	Nil

 

(C)	Foreign exchange earnings and Outgo	Inflow	Outflow
	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	Nil	Nil

38. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

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

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

39. AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS:

The members of the Company at 32^nd Annual General Meeting held on February 10, 2026, had appointed M/ s R. Bansal & Co., Chartered Accountants (Registration No.: 002736N), earlier approved by the Monitoring Committee constituted for implementation of relevant Honble NCLT

Orders and Board of Directors, as the Statutory Auditors of the Company for the term of 5 (five) years w.e.f. FY 2025-26 to FY 2029-30, who shall hold the office of the Statutory Auditors of the Company from the conclusion of the 32^nd Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held for the Financial Year 2029-30.

The Auditors Report on the Annual Accounts of the Company for the year under review is self-explanatory and requires no comments. Further, there are no qualifications in the report that calls for Boards explanation.

Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

COST AUDITORS:

The Company has maintained cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/ s. Balwinder & Associates, Cost Accountants (Firm Registration No. 000201), as the Cost Auditor of the Company to conduct the cost audit for the financial year 2026-27, at a remuneration as set out in the Notice convening the 35^th Annual General Meeting of the Company.

A Certificate from M/s. Balwinder & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on January 06, 2026 had appointed M/s Rajeev Bhambri & Associates, Company Secretaries (Certificate of Practice No. 9491), as the Secretarial Auditors to conduct an audit of Secretarial Records for a term of five consecutive years i.e. from the financial year 2025-26 to 2029-30.

The aforesaid appointment had been also approved by the members in the 34^th AGM of the Company held on Thursday, February 12, 2026.

The Secretarial Audit Report for the financial year ended March 31, 2026 under the Companies Act, 2013 read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) is set out in the Annexure-5 to this report. The said report contains the details of non-compliances observed during the period under review, which are self-explanatory and requires no further comments or explanations from the Board.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, and other applicable provisions of the said Act and Rules made thereunder, based on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on March 31, 2026 appointed M/ s Vikas Kshitij & Associates Chartered Accountants (FRN 043524N) as the Internal Auditors of the Company for the financial year 2025-26 and 2026-27.

40. MATERIAL EVENT AFTER BALANCE SHEET DATE:

There have been no 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 this report.

41. BUSINESS RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013, your management at regular intervals evaluates various risks faced by the Company which could affect its business operations or threaten its existence. Major risks identified by the businesses and functions from time to time are systematically addressed through mitigating actions on a continuing basis. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

42. APPLICABILITY AND MAINTENANCE OF COST RECORDS:

In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is hereby made that maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

43. ACKNOWLEDGEMENTS:

Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the Companys performance. Your Directors are grateful to the Shareholders/ Stakeholders for their confidence and faith reposed in the management of the Company. The Directors look forward to the continued support of all stakeholders in future also.

Sd/-	Sd/-
Pranav Singla	Dhruv Singla
Managing Director	Whole-time Director
DIN: 07898093	DIN: 02837754
Date: 29.08.2026
Place: Chandigarh