Kriti Nutrients Ltd Directors Report

Your Directors are pleased to present their 30 th Boards Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year ended on 31 st March, 2026.

FINANCIAL HIGHLIGHTS

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

PARTICULARS	Standalone		Consolidated
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations	92,151.47	73,433.68	92,151.47	73,433.68
Other Income	796.89	776.38	796.89	776.38
Total Revenue	92,948.36	74,210.06	92,948.36	74,210.06
Operating Expenses	87,807.58	68,631.15	87,807.58 5,140.78	68,631.15 5,578.91
EBITDA	5,140.78	5,578.91
Finance Cost	54.77	57.28	54.77	57.28
Depreciation	574.98	544.00	574.98	544.00
Profit/ (Loss) before Exceptional Items and Tax	4,511.03	4,977.63	4,511.03	4,977.63
Exceptional Items	0	0	0	0
Profit/ (Loss) before Tax	4,511.03	4,977.63	4,511.03	4,977.63
Tax Expenses
(a) Current and Earlier year Taxes	1,150.76	1,277.96	1,150.76	1,277.96
(b) Deferred Tax	(23.79)	(2.72)	(23.79)	(2.72)
Profit/(Loss) after Tax	3,384.05	3,702.38	3,384.05	3,702.38
Profit/(Loss) from discontinued operations	0	0	0	0
Tax expenses on discontinued operations	0	0	0	0
Share in Net Profit/(Loss) of Associate Company	-	-	6.08	(3.03)
Net Profit/ (Loss) for the period	3,384.05	3,702.38	3,390.13	3,699.35

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31 st March, 2026, your Company achieved on a standalone basis an operational turnover of H92,151.47 Lakhs as compared to H73,433.68 Lakhs in the previous Financial Year, and the Profit after Tax is H3,384.05 Lakhs as compared to Profit after Tax H3,702.38 Lakhs in the previous Financial Year.

On a Consolidated basis, your Company has achieved an operational turnover of H92,151.47 Lakhs as compared to H73,433.68 Lakhs in the previous Financial Year and Profit After Tax of H3,390.13 Lakhs as compared to Profit after Tax of H3,699.35 Lakhs in the previous Financial Year.

DIVIDEND

Your Directors have declared the interim dividend @ 300% (H3/- per share of H1/- only) at their meeting held on 8 th November, 2025 and paid on 5,01,03,520 equity shares for the financial year 2025-26 aggregating to H1503.11 Lakhs. Further, to conserve the accumulated resources for the business purposes your directors

didnt recommend any further dividend for the year and the interim divided as declared and paid shall be considered as the full and final divided for the year 2025-26 (Previous Year dividend @ 30% i.e. H0.30 per equity shares of Re.1/- each on 5,01,03,520 Equity Shares aggregating to H150.31 Lakhs).

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

During the year, the Company has transferred H400.00 Lakhs (Previous year H400.00 Lakhs) to the general reserves, other than that no amount has been transferred to any other reserve. The reserves and surplus stood as

on 31 st March, 2026 for H22405.06 Lakhs (Previous year

H20688.02 Lakhs).

ALTERATION IN MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

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 Meeting held on 20 th March, 2026 have approved the matter related to alteration of the Memorandum of Association of the company by inserting Cause 35A in Clause III(B) by insertion of new ancillary Object Clause related to power generation and insertion of certain definitions and certain Article related to thermal, nuclear, solar and related activities in the Articles of Association of the company.

SHARE CAPITAL & LISTING OF SHARES

The paid-up Equity Share Capital as on 31 st March 2026 was H501.03 Lakhs divided into 5,01,03,520 equity shares of Re. 1/- each. There is no change in Equity Share Capital of the Company during the year, the shares of the Company are listed and regularly traded at the trading platform of BSE Ltd. and National Stock Exchange of India Ltd.

DEPOSITS

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

S. No.	Particulars	Amount in H
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 there rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

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 Saurabh Singh Mehta (DIN:00023591) , Director of the Company is liable to retire by rotation and is eligible for re-appointment.

INDEPENDENT DIRECTORS

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

During the period under review no director was appointed or re-appointed.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnels (KMPs) of the Company during the period under review:

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

? Mr. Saurabh Singh Mehta (DIN 00023591), Whole-time Director,

? Mr. Mohan Gehlot, Chief Financial Officer,

? Mr. Raj Kumar Bhawsar, Company Secretary and Compliance Officer

There was no change in the Key Managerial Personnel during the year.

Managing and Whole-time Directors seeking their re-appointment at the ensuing 30 th Annual General Meeting:

Upon the recommendation of the Nomination and Remuneration Committee, your Board of Directors has recommended the re-appointment of the following directors by passing Special resolutions at the ensuing 30 th Annual General Meeting:

? Re-appointment of Shri Shiv Singh Mehta (DIN: 00023523) as the Chairman and Managing Director of the company for a further period of 3 (Three) years

w.e.f. 12 th January 2027 to 11 th January, 2030 and he have already attained the age of 70(seventy) years.

? Re-appointment of Shri Saurabh Singh Mehta (DIN: 00023591) as the Whole-time Director designated as Joint Managing Director of the company for a further period of 3 (Three) years w.e.f. 1st August, 2027 to 31st July, 2030.

Necessary information on the Director(s) seeking re- appointment has been given in the Notice of the ensuing 30 th Annual General Meeting.

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) has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of the performance of Executive Directors is done by Independent Directors.

The Company has 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 and 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 consideration.

MEETINGS

During the year total Four (4) Board Meetings were convened and held. 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/SEBI (LODR) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of Directors, KMPs and Senior Management Personnel and for determination of their remuneration. The salient features of the Nomination & Remuneration Policy is stated in the Corporate Governance Report. The Nomination & Remuneration Policy is duly approved by the Board has been posted on the Companys website .

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has the following Four (4) committees:

i). Audit Committee

ii). Nomination and Remuneration Committee

iii). Stakeholders Relationship Committee

iv). Corporate Social Responsibility Committee

Apart from the aforesaid committees, the Company has also constituted Investment and Finance Committee. A detailed note on the Committees is provided in the Corporate Governance Report.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

During the period under review, the Company did not have any Subsidiary, or Joint Venture. However, your company has investment in equity shares capital in Kriti Industries (India) Limited constitutes 6.24% and the company has concluded that it exercises significant influence over Kriti Industries (India) Limited for the reasons that;

(a) Both the companies are under the management of the same Managing Director,

(b) Three promoter directors, being Non- Independent Directors and One Independent Director of the company, aggregating to four directors, are directors on the Board of Kriti Industries (India) Limited, out of total 7 (seven) directors in all,

(c) Both Kriti Nutrients Limited and Kriti Industries (India) Limited are subsidiaries of Sakam Trading Private Limited.

Therefore, in accordance with the principal of substance over legal form, Kriti Industries (India) Limited has been identified as an Associate as per requirement of Ind-AS and its financial statements has been consolidated using the Equity Method to the extent of the shareholding.

Report on performance of the Associate

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 A and forms part of this report.

Your company is a subsidiary of Sakam Trading Private Limited which holds about 61.72% of the total paid-up capital of the company.

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions were entered on an arms length basis and in the ordinary course of business. There are no materially significant related party transactions as

covered under the Companies Act, 2013 made by the Company with Promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. Since, there is no material related party transactions in the company. 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 Financial Statements under Note. 43. The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Companys website . com/.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as Annexure B 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 Board has been posted on the Companys website .

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 C 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 .

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of H8.50 Lakhs p.m. or H102.00 Lakhs p.a. detailed as below:

Name & Designation of Employee	Mr. Saurabh Singh Mehta Whole-time Director	Mr. Shiv Singh Mehta Chairman & Managing Director
Remuneration Received	H233.55 Lakhs	H160.35 Lakhs
Nature of employment	Contractual	Contractual
Qualification & Experience of the Employee	B.E., MBA	B.E., MBA
Date of commencement of employment	26/12/2009	04/09/2015
Age	45 years	72 years
Past Employment Details	N.A.	N.A.
% of the Equity shares held by the Employee in the Company	30,440 equity shares of Re. 1/-each (0.06%)	20,40,312 equity shares of Re. 1/- each (4.07%)
Name of Director or Manager of the Company, relative of such Employee	Mr. Shiv Singh Mehta (Father) and Mrs. Purnima Mehta (Mother)	Mrs. Purnima Mehta (Spouse) and Mr. Saurabh Singh Mehta (Son)

None of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director. Except Shri Saurabh Singh Mehta, as he is drawing remuneration more than that drawn by Shri Shiv Singh Mehta, Chairman and Managing Director of the Company.

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 D and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the Loans, Guarantees and Investment are given in the notes to the Financial Statements. Hence, no further disclosure is being given here 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 Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companys Risk Management process focuses

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 a continuing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has 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 and have also been provided as Annexure E 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 31 st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have 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 31 st March, 2026 and of the profit of the Company for that period;

c) that 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) that the annual financial statements have 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 Directors have 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 Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has 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 report have 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 with the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, their 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 Board has implemented systems to ensure compliance with 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 functional heads responsible for compliance of such applicable laws and regulations.

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

ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company as at March 31, 2026 is available on the Companys website and can be accessed at annual-return

AUDITORS AND THEIR REPORT

The shareholders at their 25 th Annual General Meeting (AGM) held on 7 th August, 2021 upon the recommendation of Audit Committee and Board of

directors of the company had appointed of M/s M Mehta & Co, Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors to hold office for a term of 5 (five) consecutive years from the conclusion of 25 th AGM till the conclusion of 30 th AGM to be held in the year 2026 on such remuneration as may be mutually decided by the Auditors and Board of Directors of the company as per the provisions of section 139 of the Companies Act, 2013.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the re-appointment of M/s M Mehta & Co, Chartered Accountants (FRN: 000957C), as the Statutory Auditors of the Company for a further period of 5 (five) years (Second Term) being the auditors firm having more than 2 partners and having given certificate of eligibility and having valid peer review certificate as issued by the ICAI from the conclusion of the ensuing 30 th AGM till the conclusion of the 35 th AGM. Your Board recommended for the approval of the Members for the re-appointment and authority to the Board and Audit Committee to fix the remuneration of M/s M Mehta & Co, Chartered Accountants (FRN: 000957C).

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 AUDITOR

Your company is maintaining the cost records specified by the Central Government under section 148(1) of the Companies Act, 2013, is required to be maintained by the Company and accordingly such accounts and records are made and maintained. In pursuance of Section 148 of the Companies Act, 2013, your Directors 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 Board on the recommendation of the Audit Committee, at its meeting held on 5 th May, 2026 has 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 Auditors for the financial year 2026-27 for the ratification by the Members in the ensuing 30thAnnual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended upto date members have approved at their 29 th AGM the appointment of M/s. Ajit Jain & Co., Company Secretaries (FRN: S1998MP023400) to conduct Secretarial Audit for the consecutive five years from the conclusion of the 29 th AGM till the conclusion of the 34 th AGM to be held in the calendar year 2030.

The Secretarial Audit Report for the financial year ended 31 st March 2026 in Form MR-3 is attached as Annexure F 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.

The Secretarial Auditors, Mr. Ajit Jain, Proprietor of the Ajit Jain & Co., Company Secretaries has confirmed that he is not disqualified to be continued as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

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)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2018-19 is required to be transferred to IEPF within the due date as specified in the Notice of the AGM and shares of the respective shareholders on which no dividend is claimed for a consecutive 7 (Seven) years will also be transferred to IEPF Authority as per the requirement of the IEPF rules. The details related to dividend remains unpaid-unclaimed in the Company have been given in the Corporate Governance Report attached with 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 http:// kritinutrients.com/

An amount of H3,88,913/- in respect of unpaid/ unclaimed dividend declared for the FY 2017-2018 was transferred to the Investor Education and Protection Fund Authority as well as 77,638 equity shares of face value of H1/- each, in respect of divided remained unpaid/unclaimed for a consecutive 7 (Seven) years in relation to dividend declared for FY 2017-2018, was also transferred and credited to the IEPF Authority by the Company during the year ended 31 st March, 2026.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

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

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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. 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 only one case of maternity benefit which was duly considered and benefits were provided as per requirement of law.

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.

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 30 th AGM will be conducted through Video Conferencing/ OAVM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for e-voting at AGM including remote e-voting. The details regarding e-voting facility is being given with the notice of the Meeting.

GENERAL

Your directors state that during the year under review:

? The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

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

? The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

? Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares of issuance of securities on preferential basis, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has declared and paid interim and Final dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013;

? There were no revisions in the Financial Statement and Boards Report;

? There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31st March, 2026, to which the financial statements relate and the date of this report.

? The company has 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;

? 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.

? There are no voting rights exercise by any employee of the Company pursuant to the 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 cooperation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. 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 to the working of the Company.

For and on behalf of the Board

Date: 5 th May, 2026 Shiv Singh Mehta

Place: Indore Chairman and Managing Director

(DIN: 00023523)