Kriti Industries India Ltd Directors Report

Your directors present their 36 th Annual Report on the affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31 st March, 2026.

FINANCIALIGHLIGHTS

The summarized financialighlights for the year vis-a-vis the previous year are as follows: (Rs. in Lakhs)

Parameter	STANDALONE		CONSOLIDATED
	2025- 26	2024- 25	2025- 26	2024- 25
Revenue from Operations	58,736.73	72,190.69	58,736.73	72,190.69
Other Income	399.98	363.05	403.23	364.57
Total Revenue	59,136.71	72,553.74	59,139.96	72,555.26
Operating Expenses	55,225.29	69,356.02	55,245.98	69,358.81
EBITDA	3,911.42	3,197.72	3,893.98	3,196.45
Finance Cost	1,546.46	2,390.06	1,483.03	2,327.64
Depreciation	1,675.89	1,445.50	1,675.89	1,445.50
Profit/ (Loss) before Exceptional Items and Tax	689.07	(637.84)	735.06	(576.69)
Exceptional Items	454.55	-	454.55	-
Tax Expenses	127.84	(188.30)	139.42	(172.72)
Profit/ (Loss) after Tax	106.68	(449.54)	141.10	(403.97)
Profit/(Loss) from discontinued operations	-	-	-	-
Tax expenses on discontinued operations	-	-	-	-
Profit/(Loss) after discontinued operations	106.68	(449.54)	141.10	(403.97)
Share in Net Profit/(Loss) of Associate Company	-	-	(28.13)	(23.52)
Net Profit/ (Loss) for the period	106.68	(449.54)	112.96	(427.49)

OPERATIONAL PERFORMANCE

During the Financial Year ended 31 st March, 2026, your Companyas achieved on Standalone basis an operational turnover of58,736.73 Lakhs as compared to72,190.69 Lakhs in the previous Financial Year and the Profit After Tax is106.68 Lakhs as compared to Loss of449.54 Lakhs in the previous Financial Year.

On a Consolidated basis, your Companyas achieved an operational turnover of58,736.73 Lakhs as compared to72,190.69 Lakhs in the previous Financial Year and Profit After Tax of112.96 Lakhs as compared to Loss of427.49 Lakhs in the previous Financial Year.

The management isopeful that, with sustained efforts and strategic initiatives, the Company will achieve enhanced growth and improved results in the coming years.

DIVIDEND

To conserve the accumulated resources for business purposes your directors didnt recommend dividend for the year. (Previous year NIL).

SHARE CAPITAL

The paid-up Equity Share Capital as on 31 st March 2026 was increased to5,26,96,000 divided into 5,26,96,000 equity shares of Re.1/- each (Previous Year5,11,03,520 divided into 5,11,03,520 equity shares of Re. 1/- each).

During the year under review 15,92,480 equity shares of Re. 1/- each were issued and allotted pursuant to conversion of 15,92,480 warrants into equity shares on 12 th June, 2025 at price of158.50 per share including premium of 157.50 per share and were listed at BSE Ltd. and National Stock Exchange of India Ltd. The shares of the Company are listed and regularly traded at the trading platform of BSE Ltd. and National Stock Exchange of India Limited.

CHANGE IN CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGES

Pursuant to Section 62(1)(c) of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 made thereunder and the SEBI (ICDR) Regulations, 2018 in financial year 2024-25, your companyad issued 94,61,480 convertible warrants of158.50 convertible

into 94,61,480 equity shares of1/- each at a premium of157.50 per share within a period 18 (Eighteen) months from the date of issue of such warrants at the option of the warrantolder to the Promotor and Promoter group and others through preferential issue.

Your Board would like to appraise that, during the current and previous year, out of the total warrants 94,61,480 were issued, 15,00,000 warrants were converted in the Equity shares of1- each in the year 2024-25 and 15,92480 warrants were converted into equity shares of1/- each at a premium of157.50 per share on 11 th February, 2025 and 12 th June, 2025 respectively resulting paid-up share capital of the company was increased from 4,96,03,520

divided into 4,96,03,520 to5,26,96,000 divided into 5,26,96,000 equity shares of Re. 1/- each for which the listing and trading approval was also received from BSE Ltd and National Stock Exchange of India Ltd.

Further, the remaining warrant of 63,69,000 did not exercised by the warrantsolders for their right to convert into equity shares and a period of 18 months was expired on 26 th January, 2026. Therefore, the upfront amount of 2523.72 Lakhs received by the Company from the warrant olders stands forfeited as per provision of Regulation 169(3) of Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The summary of the warrants issued and converted into the equity shares as at 31 st March, 2026 are as under;

Financial Year	No. of Warrants issued	No. of warrants converted into Equity Shares	No. of warrants outstanding	Date of Allotment/ Conversion	Paid up capital (in J)
2024- 25	94,61,480	0	94,61,480	27 th July, 2024	-
2024- 25	0	15,00,000	79,61,480	11 th February, 2025	5,11,03,520
2025- 26	0	15,92,480	-	12 th June,2025	5,26,96,000

ALTERATION IN MEMORANDUM AND ARTICLESOFASSOCIATIONOFTHECOMPANY

Your Board would like to draw your kind attention that, on the directions of Madhya Pradesh Power Transmission Company Limited (MPPTCL), the members at the 1/2025- 26 Extra Ordinary General Meetingeld on 20 th March, 2026ave approved the matter related to alteration of the Memorandum of Association of the company by inserting Cause 31A in Clause III(B) by insertion of new ancillary Object Clause related to power generation for captive consumption etc. and insertion of the Article authorising Board of Directors related to electricity generation and related activities of the company.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under review.

TRANSFER TO RESERVES

The companyas transferred and credited the following amount whichas been transferred to the following Reserves of the company:-

a. The Companyas credited2508.16 Lakhs as a Securities Premium upon the allotment of 15,92,480 equity shares of Re.1/- each at a premium of157.50 per share (Previous Year2362.50 Lakhs);

b. The companyas forfeited2523.72 Lakhs i.e. 25% upfront amount received from the warrantoldersolding 63,69,000 warrants andas transferred to Capital Reserve Account (Previous Year Nil)..

EMPLOYEES STOCK OPTION SCHEME (ESOP)

The Board of directors, with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company, on the recommendations of the Nomination and Remuneration Committee (which also acts as a Compensation Committee for implementation of the Scheme) in its meetingeld on 18 th June, 2024,ave approved Kriti Industries Employee Stock Option Plan 2024 (ESOP 2024/ Plan) for not exceeding 15,00,000 (Fifteen Lakh) Employee Stock Options under which stock options will be granted to the Eligible Employees, in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Your Companyas received a certificate from M/s. Ajit Jain & Co., Practicing Company Secretaries, Secretarial Auditor which is in compliance with Reg.14 of SEBI (SBEB & SE) Regulations, 2021 and the same is annexed as Annexure A and the copy of the same is also available at the website of the company confirming that the ESOP Schemes viz. ESOP 2024ave been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members by way of a special resolution at their meetingeld on 15 th July, 2024ad approved the ESOP 2024.

Your directors pleased to inform that in-principle approval was received from both BSE Ltd and National Stock Exchange of India Ltd. on 4 th June, 2025.

However, the Companyas not provided any option to the employees during the year under review.

The details as required to be disclosed under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect of Kriti Industries Employee Stock Option Plan 2024 (ESOP 2024/ Plan) are available on the Companys website at .

MERGER OF KRITI AUTO & ENGINEERING PLASTICS PVT. LTD. WITH THE COMPANY

The Board of Directors of the Companyave approved the proposal to amalgamate Kriti Auto & Engineering Plastics

Pvt. Ltd., Wholly Owned Subsidiary with the Company at the Board Meetingeld on 5 th May, 2026. Your Company is in process to take further action for the implementation of the proposed merger.

DEPOSITS

Your Companyas not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31 st March, 2026. Further, the Companyas not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

. Particulars	Amount in Rs.
1. Details of Deposits accepted during the year	Nil
2. Deposits remaining unpaid or unclaimed at the end of the year	Nil
3. Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4. Deposits not in compliance with law	N.A.
5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There is no deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013 and rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors liable to retire by rotation seeking re-appointment:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shiv Singh Mehta (DIN 00023523), Director of the Company is liable to retire by rotation at the ensuing 36 th Annual General Meeting and being eligibleas offeredimself for re-appointment. Your Board recommend passing necessary resolution as set out in the notice of the forthcoming 36 th Annual General Meeting of the Company.

Managing and Whole-time Directors:

1. Mr. Shiv Singh Mehta (DIN 00023523), was re-appointed as the Chairman and Managing Director of the Company by passing Special Resolution at the 31st AGMeld on 07.08.2021 for a term of 5 (five) years w.e.f. 01.10.2021. Upon the recommendation of the Nomination and Remuneration Committee, your Board of Directorsas recommended the re-appointment of Mr. Shiv Singh Mehta (DIN: 00023523) as the Chairman and Managing Director of the company for a further period of 3 (Three) years, subject to the approval of the members of the Company by way of special resolution in the ensuing Annual General Meeting, w.e.f. 1st October 2026 to 30th September 2029.

Since, Mr. Mehtaas attained the age of 70 (Seventy) years, approval of the members by way of a Special Resolution is being sought in accordance with the applicable provisions of the Companies Act, 2013 and Schedule V thereto.

2. Mrs. Purnima Mehta (DIN 00023632), was re-appointed as the Whole-time Director of the Company by passing Special Resolution at the 34th AGMeld on 18th June, 2024 for a period of 3 (three) years w.e.f. 01st July, 2025.

Independent Directors

The Companyas received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that all the Independent Directors meet the criteria of independence as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directorsave also registered with Independent Directors Databank.

Following changes were made in the Independent Directors of the company during the year 2025-26.

1. Appointment of Mr. Venkat Subramaniam (DIN: 00078868) as an Additional Director in category of the Non-Executive Independent Director by the Board on 22nd May, 2025 effective from 22nd May, 2025 for first

term of consecutive 5 (five) years and was confirmed by the shareholders in 35 th Annual General Meetingeld on 13 th August, 2025.

A Statement regarding opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Mr. Venkat Subramaniam.

The Board is of the opinion that, Mr. Venkat Subramaniam is a Mechanical engineer with PGDM from IIM Bangalore, whoas over 30 years of experience in auto-ancillary, two-wheeler and commercial vehicle industries.eeld a variety of leadership roles with exposure to Indian and overseas markets –eading strategy, marketing, product & program management, aftermarket and TQM. Over last 8 years as a freelance consultant based out of Chennai,eas engaged with large, small and medium businesses (in manufacturing, services, SaaS, education and start-up sectors) toelp them in strategy formulation and execution of key initiatives for profitable growth.e is a CFI certified executive coach for CEOs/CXOs,as taught at B-schools and mentors several start-ups and isaving integrity, expertise and relevant experience to be appointed as the Independent Director of the company.

2. Reappointment of Mr.itendra Mehta, (DIN: 01935959) as Independent Director pursuant for a term of 5 (five) consecutive years on the Board of the Company of as Independent Director will be completed on 12th August, 2026.owever,e is eligible for re-appointment on passing of special resolution for a second term of 5 (five) consecutive years. Therefore, the Board at their meetingeld on 22nd May, 2025 upon the recommendation of the Nomination and Remuneration Committeeas recommendedis re-appointment w.e.f. 13th August, 2026 to 12th August, 2031 and was confirmed by the shareholders in 35th Annual General Meetingeld on 13th August, 2025.

Your Board inform that, second and final term of Shri Chandrasekharan Bhaskar (DIN: 00003343) as the Independent Director of the company will be expired on 11 th May, 2026.

Company Secretary and Compliance Officer

During the period CS Tanuj Sethias resigned from the post of Company Secretary and Compliance officer of the company w.e.f., 21 st May, 2025 and CS Aditi Randhar was appointed as the Company Secretary and Compliance officer w.e.f., 26 th May, 2025.

Other Key Managerial Personnel

During the year under review, no changes took place in the other KMPs as stated above.

The following are the Key Managerial Personnel (KMPs) of the Company as on the date of the report:

i) Mr. Shiv Singh Mehta (DIN 00023523), Chairman and Managing Director;

ii) Mrs. Purnima Mehta (DIN 00023632), Whole-time Director;

iii) Mr. Rajesh Sisodia, Chief Financial Officer;

iv) Ms. Aditi Randhar, (ACS: 72025) Company Secretary and Compliance Officer.

BOARD EVALUATION

The Board of Directors of the Company is committed to getting its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee (NRC)as established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors.

The Companyas devised a Policy for performance evaluation of Independent Directors, Board, Committees, and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment/ continuation of Directors on the Board shall be based on the outcome of the evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the NRC in their respective meetings, and the evaluation result was placed before the Board for its information and further consideration.

MEETINGS

During the financial year Five (5) Board Meetings were convened andeld. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Companyas a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and for determination of their remuneration. The salient features of Nomination and Remuneration Policy are stated in the Corporate Governance Report. The Nomination and Remuneration Policy duly approved by the Boardas been posted on the Companys website .

COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Boardas the following four (4) mandatory committees as per requirement of the Companies Act, 2013

i). Audit Committee

ii). Nomination and Remuneration Committee

iii). Stakeholders Relationship Committee

iv). Corporate Social Responsibility Committee

The Companyas also constituted Investment and Finance Committee. The Compositions of the Committee as well as number of meetingseld and other details are given in the Corporate Governance Report annexed with the Board report.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

As on the closure of the financial year, following are Associate and Subsidiary of your companies:-

Name of the Company	Status	% age of olding
Kriti Auto & Engineering Plastics Pvt. Ltd.	Wholly Owned Subsidiary	100.00%
FP Elite Energy Private Limited	Associate Company	34.78%

Further, your company is a subsidiary of Sakam Trading Private Limited whicholds about 57.83% of the total paid-up capital of the company as at the end of the financial year 2025-26.

Report on performance of the Associate and Wholly Owned Subsidiary Company

Pursuant to the provisions of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, your company is attaching Form AOC-1 as Annexure B and forms part of this report.

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions entered were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions as per the provisions of section 188 of the Companies Act, 2013 made by the Company with Promoters, Directors, KMPs or other designated persons or their relatives which mayave a potential conflict with the interest of the Company at large. Since, there are no material related party transactions in the company which are not on arms length basis. Therefore, the company is not required to annex Form AOC-2 with this report.

Separate disclosure as per Regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the notes to the accounts attached with the financial statement, as required under the Accounting Standards therefore not reproducedere under. The policy on Related Party Transactions duly approved by the Boardas been posted on the Companys website .

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as Annexure C and forms a part of this Report. The salient features of CSR policy are stated in the aforesaid Report on CSR activities. The policy on CSR duly approved by the Boardas been posted on the Companys websitettp:// kritiindustries.com/.

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Directors Report is given in Annexure D to this Report. A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended may be obtained by request to the Company Secretary of the Company at .

During the year, none of the employeeas received remuneration of in excess of One Crore and Two Lakh or more per annum or Eight Lakhs Fifty Thousand p.m. in a year or part thereof. Further, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time Director and none of the employeeseld two percent of the equity shares of the Company.

Further, Shri Shiv Singh Mehta, Chairman and Managing Director is also drawing remuneration from the other Company cumulatively not exceeding theigher maximum limit admissible from any one of the companies.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure E and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investment are given in the notes to the Financial Statements.ence no further disclosure is being givenere to avoid repetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of the corporate governance is appended and forms a part of this report alongwith the certificate of Disqualification of Directors received from Practicing Company Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

RISK MANAGEMENT

The Companyas a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companys Risk Management process focus on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis

VIGILMECHANISM/WHISTLEBLOWERPOLICY

The Companyas established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. Direct access to the Chairperson of the Audit Committee of the Board of directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available on the Companys website andave also been provided as Annexure F of part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:-

a) that in the preparation of the annual financial statements for the year ended 31st March 2026, the applicable accounting standardsave been followed along with proper explanation relating to material departures, if any;

b) that the Directorsave selected such accounting policies and applied them consistently andave made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2026 and of the profit of the Company for that period;

c) that proper and sufficient careas 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) that the annual financial statementsave been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controlsave been established in the Company and that such controls are adequate and operating effectively. The Companyas laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Statutory Auditors in their audit reportave opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the Internal Auditors.

The Boardas implemented systems to ensure compliance of all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functionaleads responsible for compliance of such applicable laws and regulations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the Financial Year, no fraud was reported by auditors in terms of section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website on

AUDITORS AND THEIR REPORT

The shareholders at their 35 th Annual General Meeting (AGM)eld on 13 th August, 2025 upon the recommendation

of Audit Committee and Board of Directors of the companyad approved the Appointment of M/s M. Mehta & Co., Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors toold office for a term of 5 (Five) consecutive years from the conclusion of 35 th AGM till the conclusion of 40 th Annual General Meeting to beeld in the year 2030 at such remuneration as may be approved by the Audit Committee and Board of Directors of the company as per the provisions of Section 139 of the Companies Act, 2013, as required under Regulation 33(1)(d) of the SEBI (LODR) Regulation, 2015, the auditor as confirmed that theyold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2025-26 referred to in the Auditors Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

COST RECORD AND AUDIT

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013, your Directorsave appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) to conduct the Audit of the Cost Accounting records for the financial year 2025-26. The Companyas filed the Cost Audit Report for the year 2024-25 with the Central Government.

The Board on the recommendation of the Audit Committee, at its meetingeld on 5 th May, 2026as appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2026-27. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) for the financial year 2026-27 for the ratification by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The shareholders at their 35 th Annual General Meeting (AGM)eld on 13 th August, 2025 upon the recommendation of Audit Committee and Board of Directors of the companyad appointed M/s Ajit Jain & Co., Company Secretaries, (FRN: S1998MP023400; C.P. No. 2876; Peer

review No. 6478/2025) Indore as Secretarial Auditor toold office for a term of 5 (Five) consecutive years from the conclusion of 35 th AGM till the conclusion of 40 th Annual General Meeting to beeld in the year 2030 at such remuneration as may be approved by the Audit Committee and Board of Directors of the company as

per the provisions of section 204 of the Companies Act, 2013 read along with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1) of the SEBI (LODR) Regulation, 2015.eas further confirmed thate is not disqualified as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

The Secretarial Audit Report for the financial year ended 31 st March 2026 in Form MR-3 is attached as Annexure G and forms part of this Report. The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The details related to dividend remains unpaid-unclaimed in the Company andas been given in the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Companys website at

During the year under review, an amount of1,94,509 in respect of unpaid/unclaimed interim dividend declared for the FY 2017-18 was transferred to the Investor Education and Protection Fund Authority as well as 59,649 equity shares of face value of1/- each, in respect of unpaid/ unclaimed interim dividend declared in FY 2017-18, was also transferred and credited to the IEPF Authority by the Company.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by submitting an online application in Form IEPF-5 available on the websitettps:// and complying with the requirements as prescribed.

SEXUALARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The companyas complied with provisions relating to the constitution of Internal Complaints Committee under the Sexualarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC)as been set up to redress complaints received regarding sexualarassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The summary of complaints received and disposed during the financial year is as follows:

Total Complaints outstanding as of 01/04/2025	New complaints received during the year 2025-26	Complaints Disposed during the year 2025-26	Total Complaints outstanding as of 31/03/2026	Total number of Complaints pending for more than 90 days
0	0	0	0	0

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

Your Company always protect the employment of women and ensure their well-being during and after childbirth. During the period under review, there was no case of maternity benefit.

The Company affirms that it adheres to the provisions of the Maternity Benefit Act, 1961, and is committed to ensuring compliance with all applicable statutory requirements related to maternity benefits, including maternity leave, benefits during the period of absence, and protection of employment. The Company remains dedicated to providing a safe, inclusive, and supportive work environment for all its employees

CODEFORPREVENTIONOFINSIDERTRADING

Your Companyas adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information (UPSI). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading andandling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information whichas been made available on the Companys website at .

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing(VC)/ OVAM and no physical meeting will beeld and your companyas made necessary arrangements with CDSL to provide facility for e-voting including remote e-voting. The details regarding e-voting facility are being given with the notice of the Meeting.

GENERAL

Your Directors state that during the year under review:

a) The Companyas not issued shares (including sweat equity shares) to employees of the Company.

b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its subsidiary.

c) The Companyas complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Thereave been no material changes and commitments affecting the financial position of the Company whichave occurred between financial year ended on 31stMarch, 2026 and the date of this report.

e) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authorityave been provided as part of the Corporate Governance report.

f) Your Companyas not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares, de-mergers and split andas not failed to implement or complete the Corporate Action within prescribed timelines except that, the companyas allotted 15,92,480 equity shares on conversion of convertible warrants pursuant to conversion of 15,92,480 warrants into equity shares as per SEBI (ICDR) Regulations, 2018;

g) There were no revisions in the Financial Statement and Boards Report.

h) The companyas not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

i) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement during the period under review.

j) There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Investors and all other stakeholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working and growth of the Company.

	For and on behalf of the Board
	Shiv Singh Mehta
Date: 05.05.2026	Chairman and Managing Director
Place: Indore	(DIN: 00023523