Lahoti Overseas Ltd Directors Report

TO THE MEMBERS OF

LAHOTI OVERSEAS LIMITED

Your Board of Directors take immense pleasure in presenting the 31st Annual Report of Lahoti Overseas Limited ("La or "the Company" or "your Company"), setting out a detailed review of its operations and affairs, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2026.

Your Company remains steadfast in its commitment towards transparency, sustainable growth and long-term shareholders value creation. We extend our sincere gratitude for your continued trust, confidence and support, as we work diligently to achieve excellence across all our business endeavors.

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2026 is summarized below:

(Rs. In lakhs)

Particulars	Standalone For the Financial Year Ended		Consolidated For the Financial Year Ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Gross Income	39,582.93	51,262.85	39,845.31	52,838.49
Gross Profit before, Depreciation and Tax	1881.05	2082.24	1810.57	2119.43
Less: Depreciation	226.84	247.30	226.84	247.30
Profit Before Tax	1654.21	1834.94	1583.73	1872.13
Provision for Tax
Current Tax	366.77	538.99	371.65	547.08
Deferred Tax	(210.58)	9.89	(223.96)	11.20
Profit after Tax before period items	1498.02	1286.06	1436.04	1313.85
Other Comprehensive Income (Net of Tax)	69.72	(90.09)	69.72	(89.51)
Total Income for Period Net of Tax	1567.74	1195.97	1505.76	1224.34
Balance b/f from previous year	17578.45	16440.82	17698.14	16532.14
Amount available for appropriation	1567.74	1195.97	1505.76	1224.34
Less: Dividend Payout	58.34	58.34	58.34	58.34
Corporate Dividend Tax	-	-	-	-
Transferred to General Reserves	-	-	-	-
Reserves and surplus	20907.50	19,398.10	20965.21	19,517.80

RESULTS OF OPERATIONS:

During the year under review your Company has reported a standalone total income from operation of Rs. 39,582.93 Lakhs as compared to Rs. 50,576.45 Lakhs for the previous year. Further, the net profit for the current year under review was Rs. 1498.02 Lakh as compared to Rs. 1,286.06 Lakhs in previous year.

During the year under review your Company has reported a consolidated total income from operation of Rs. 39,845.31 Lakhs as compared to Rs. 52,161.33 Lakhs for the previous year. Further, the net profit for the current year under review was Rs. 1,436.04 Lakh as compared to Rs. 1,313.85 Lakhs in previous year.

DIVIDEND:

The Companys Dividend Distribution Policy ("Policy") is designed to strike a prudent balance between rewarding our shareholders and retaining sufficient profits to fuel the future growth and strategic reinvestment. The Policy underscores our unwavering commitment to enhancing shareholders value, while maintaining financial flexibility and availability of adequate funds for continued expansion.

In line with the Policy and commitment to creating enduring value, the Board of Directors, at their meeting held on May 28th, 2026, recommended a Final Dividend of @ 10% (i.e. 0.20) per equity share on 2,91,71,500 Equity shares of Face Value of Rs. 2 each amounting to Rs. 58,34,300/- for the Financial Year 2025-26. This proposed dividend is subject to the approval of the Members at the ensuing 31st Annual General Meeting ("AGM") of the Company, if approved, shall be subject to Tax Deduction at Source (TDS), as per the applicable statutory provisions.

The declaration of proposed Dividend is made in compliance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and is in full compliance with the established Policy.

GENERAL RESERVE:

Your Company has not transferred any amount to any reserve during the financial year 2025-26. After careful consideration of the Companys future expansion plans and working capital requirements, the Board of Directors decided to retain the entire profit in the Statement of Profit and Loss.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year, the unclaimed dividend amount of Rs. 56,786.20/- pertaining to the final dividend for the financial year 2017-2018 was transferred to the Investor Education & Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 26,502 Equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.

During the financial year 2025-26, there were no revisions or alterations to the Policy parameters. The Policy is accessible to all the stakeholders of the Company on the Companys website at www.lahotioverseas.in.

The Register of Members of the Company will remain closed from Wednesday, September 23, 2026 to Tuesday, September 29, 2026 (both days inclusive) for annual closing.

NATURE OF BUSINESS AND CHANGES THEREIN:

The Company is engaged in the business of Merchant Exports of Cotton textiles and to specialize in the export of quality Cotton Yarns and fabrics. Lahotis range today covers a wide variety of Cotton Yarns including carded & combed ring spun yarns of coarse & fine counts, ply yarns, special yarns and grey knitted and woven fabrics.

The Company is also engaged in the business of setting up of Power projects and to generate, supply, distribute, transmit and transform electric or other sources of power.

The Company confirms that during the financial year 2025-26, there has been no change in the nature of its business, as required to be reported in accordance with the provisions of Section 134( 3) (q) of the Act, read with Rule 8( 5) (ii) of the Companies (Accounts) Rules, 2014 and the Company has persistently continued to engage in its existing business activities, maintaining a focused approach, without any deviations or alteration.

This continuity reflects the resilience of the Companys business model and unwavering commitment to long-term strategic vision and objectives, ensuring sustained value creation for all stakeholders.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

The Company hereby confirms that there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statement relates and the date of this Report.

This steadiness reflects the Companys sound financial management and practices, strategic foresight and prudent decision-making. Accordingly, no additional disclosures or specific details are required at this stage.

The Companys continued financial position underscores its commitment to effective governance, disciplined execution, sound decision making and a stable and secure financial trajectory enabling stakeholders to remain confident in its ability to sustain stability and pursue its long-term growth objectives.

SUBSIDIARY COMPANIES:

The Company has 2(two) Wholly Owned Subsidiaries namely G Varadan Limited and Innovative Spintex Private Limited.

During the year under review, Innovative Spintex Private Limited became a Wholly Owned Subsidiary of the Company.

The Board of Directors (‘the Board) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as "Annexure 1" to the Directors Report.

The Audited Consolidated Financial Statements (CFS) of your Company for the financial year ended March 31, 2026, prepared in compliance with the provisions of Ind AS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report.

The Annual Reports of the Subsidiaries will be made available for inspection by any Member of the Company at the Registered Office of your Company at 307, Arun Chambers, Tardeo Road, Mumbai – 400 034 between 11:00 A.M. to 1:00 P.M. on any working day upto the date of ensuing AGM. The Annual Reports of the aforesaid Subsidiaries for the financial year ended March 31, 2026 shall be provided to any Member of the Company upon receipt of written request. Members may also send an advance request at the e-mail id investor@lahotioverseas.com for an electronic inspection of the aforesaid documents.

The Audited Financial Statements of the Subsidiaries of your Company are also available on the website of the Company at www.lahotioverseas.in.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as the subsidiary is not a material, non-listed subsidiary Company as defined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiaries. The minutes of the Board meetings of unlisted subsidiaries company are regularly placed at the Board meetings of the Company.

DEPOSIT:

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as ‘Deposits under the applicable provisions of Companies Act, 2013 as on the date of Balance Sheet and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/arrangements.

During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed on the website of the company viz: https://lahotioverseas.in/board-of-directors-and-committees/#Policies%E2%80%8B

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

However, the Company was not required to pass special resolution as the Loans advanced and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the requirements of Section 149, 152 of the Companies Act, 2013 and such other applicable provisions of the Companies Act and as Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the composition of our Board of Directors ("Board") reflects our unwavering commitment to corporate governance and strategic oversight. We maintain a judicious balance between Executive and Non- Executive Directors, ensuring that independent perspectives drive our decision-making.

The appointment of Directors to the Board is governed by a robust and meticulous evaluation process, led by the Nomination and Remuneration Committee ("NRC"). The NRC undertakes a comprehensive assessment of potential candidates to ensure that they possess the requisite qualifications, experience, skills, and competencies aligned with the Companys strategic priorities and business environment. Based on the NRCs recommendations, the Board independently evaluates and confirms such appointments based on merits. In doing so, the Board also places significant emphasis on maintaining diversity across various dimensions, including gender, age, cultural perspectives, education background, professional expertise and other relevant attributes, thereby fostering a well-balanced and effective governance framework.

Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment detailing their role and function in the Company, the format of the letter of appointment whereof is available on the website of the Company at https://lahotioverseas.in/board-of-directors-and-committees/#committee.

As on the date of this report, the Companys Board consists of the following Independent Directors:

1. Mrs. Archana Maheshwari

2. Mr. Sanjay Deshpande

3. Mr. Ravi Seth

Further During the year,

- During the year, Mrs. Meghna Panchal (DIN: 07082835) has completed her tenure as Independent Director of the Company on September 28, 2025

- Ms. Archana Maheshwari has been appointed as Additional Independent Director w.e.f. August 13, 2025, thereafter shes been regularized by the shareholders as Independent Director w.e.f. September 29, 2025

- The Boards composition reflects a rich blend of expertise across diverse domains and geographies. The Directors collectively bring a wide range of competencies, including, but not limited to, financial expertise and management, diversity, global business strategy, leadership, intellectual property rights, mergers and acquisitions, corporate governance, sales and marketing, Environmental, Social and Governance ("ESG") practices, risk management and other specialized domain knowledge. This diversity of skills and perspectives enables the Board to provide informed guidance and strategic direction to the Company.

- The Company is privileged to have Independent Directors on its Board who are persons of high integrity and repute, possessing deep domain knowledge and extensive professional experience.

Their independent judgment and insights significantly strengthen the Companys governance standards and decision-making processes.

We affirm that none of the Directors serving on the Board of the Company has been debarred or disqualified from holding office as a Director by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs (MCA) or any other regulatory or statutory authority.

DIRECTOR, RETIRING BY ROTATION:

In accordance with the provisions of Section 152( 6) and other applicable provisions, if any, of the Act, read with the rules made thereunder and relevant clauses of the AOA of the Company, Mr. Umesh Lahoti (DIN: 00361216), Managing Director of the Company is liable to retire by rotation, at the ensuing 31st AGM of the Company and being eligible, has offered himself for re-appointment. The NRC and the Board, at their respective meetings, have recommended his re-appointment for approval by the Members at the ensuing 31st AGM of the Company.

Adherence to Transparency:

Transparency serves as the cornerstone of our corporate governance framework. We believe that informed stakeholders are integral to a robust and sustainable corporate ecosystem. The Company remains steadfast in its commitment to ensuring transparency in its operations and fostering trust with its shareholders. We also recognize the vital role of our Directors, who are instrumental in steering the strategic vision and overall direction of the Company. To provide shareholders with a comprehensive understanding of the Board, the detailed profiles of our esteemed Directors, including their background, qualifications, areas of expertise and other pertinent information, are available on the Companys website and can be accessed at www.lahotioverseas.in. This enables stakeholders to gain valuable insights into the capabilities and competencies of the Board Members, who are influential in guiding the Companys sustained growth and success.

KEY MANAGERIAL PERSONNEL:

The Company maintained a steady leadership core throughout the year, with its Key Managerial Personnel ("KMPs") remaining unchanged. This stability has served as a strategic anchor, ensuring seamless operational continuity and the effective management of day-to-day activities.

Beyond governance oversight, our KMPs bring a wealth of diverse industry experience, enabling the Company to effectively navigate market dynamics and convert challenges into opportunities. Their leadership has been instrumental in driving operational excellence and achieving key performance benchmarks. As we look ahead, this institutional stability remains a key asset, empowering the Company to pursue its long-term strategic objectives with confidence and precision.

The profiles of the KMPs of the Company, containing details of their qualifications, experience, expertise and leadership responsibilities, are available on the Companys website and can be accessed at www.lahotioverseas.in. This enables stakeholders to gain an understanding of the leadership capabilities of the KMPs, who play a vital role in driving the Companys strategy, operations and long-term growth.

Following are the list of Key Managerial Personnel of the Company, in terms of Section 2(51) read with Section 203(1) of the Companies Act, 2013.:

1. Mr. Umesh Lahoti, Managing Director;

2. Mr. Ujwal Lahoti, Executive Director;

3. Mr. Aadhitya Lahoti, Executive Director;

4. Mr. Mahesh Mishra, Chief Financial Officer; &

5. Mr. Shubham Aggarwal, Company Secretary & Compliance Officer.

During the year,

- Ms. Mugdha Deo, Company Secretary & Compliance Officer has resigned from the post w.e.f. November 15, 2025 & Mr. Shubham Aggarwal has been appointed as the Company Secretary & Compliance Officer w.e.f. February 19, 2026.

DECLARATION BY INDEPENDENT DIRECTORS:

In accordance with the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, the Company has obtained requisite declarations from all the Independent Directors, affirming that they meet the criteria of independence.

Each Independent Director has affirmed that they:

- fulfil the criteria of independence, as specified under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

- have complied with the requirements of Regulation 25(8) of the Listing Regulations.

- are not disqualified from being appointed, reappointed or continuing as an Independent Director

- under the statutory requirements of the Act or the Listing Regulations.

- have complied with the registration requirements of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), as applicable.

The Independent Directors of the Company strictly adhere to the Code for Independent Directors, as outlined in Schedule IV of the Act. Based on these declarations received from the Independent Directors, the Board has evaluated and confirmed that all Independent Directors remain independent of the management and are in full compliance with the relevant statutory provisions.

Familiarization Program for Independent Directors:

The Company places substantial emphasis on the orientation and familiarization of its Independent Directors, to ensure they possess the insights required to discharge their duties effectively. The Company conducts comprehensive familiarization programs covering the Companys operations, governance framework and evolving regulatory landscape. Detailed information regarding these familiarization programs is outlined in the Corporate Governance Report, which forms an integral part of this Annual Report.

COMMITTEES OF BOARD:

To reinforce the Companys strong corporate governance framework and in compliance with the requirements of the Listing Regulations, the composition of the Board Committees remained unchanged during the financial year 2025-26. The existing structure was consciously retained to ensure continuity, preserve institutional knowledge, and sustain the independence, effectiveness and transparency embedded within the Companys governance practices.

Aligned with the Companys commitment to robust governance standards, a majority of the members across all statutory Board Committees continue to comprise Independent Directors. This balanced composition fosters objective oversight, strengthens decision-making integrity, and ensures that recommendations are formulated free from management influence, thereby upholding the highest standards of fairness and accountability.

The Board places significant reliance on the deliberations and recommendations of its committees and is pleased to confirm that, during the year under review, all such recommendations were duly accepted, reflecting the effectiveness and credibility of the Committee framework.

The Board has 4 Committees: Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and the Corporate Social Responsibility Committee. A detailed note on the functions of the Board and Committee are provided in the Corporate Governance Report. The Composition of the Committees are as follows:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Director	Designation in the Committee
Mr. Sanjay Deshpande (Independent Director)	Chairperson
Mrs. Archana Maheshwari (Independent Director)	Member
Mr. Ravi Seth (Independent Director)	Member

Kindly refer to the section on Corporate Governance under the head, ‘Audit Committee for matters relating to constitution, meetings and functions of the Committee.

2. Stakeholders Relationship Committee Name of the Director	Designation in the Committee
Mrs. Archana Maheshwari (Independent Director)	Chairperson
Mr. Umesh Lahoti (Managing Director)	Member
Mr. Ujwal Lahoti (Executive Director)	Member

Kindly refer to the section on Corporate Governance under the head, ‘Stakeholders Relationship Committee for matters relating to constitution, meetings and functions of the Committee.

3. Nomination and Remuneration Committee Name of the Director	Designation in the Committee
Mrs. Archana Maheshwari (Independent Director)	Chairperson
Mr. Sanjay Deshpande (Independent Director)	Member
Mr. Ravi Seth (Independent Director)	Member

Kindly refer section on Corporate Governance, under the head, ‘Nomination & Remuneration Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

4. Corporate Social Responsibility Committee Name of the Director	Designation in the Committee
Mr. Ujwal Lahoti (Executive Director)	Chairperson
Mr. Umesh Lahoti (Managing Director)	Member
Mr. Sanjay Deshpande (Independent Director)	Member

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND VARIOUS COMMITTEES:

During the year, five Board Meetings were convened and held, the details of number of meetings of the Board and various Committee during the Financial Year 2025-2026 forms part of the Corporate Governance Report.

COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In Compliance with Section 178 of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board constituted the Nomination and Remuneration Committee comprising of Three (3) Non-Executive Independent Directors of the Company and further the Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy.

The Remuneration policy of the Company comprises inter alia the aims and objectives, principles of remuneration, guidelines for remuneration to Executive and Non-Executive Directors and Key Managerial Personnel and criteria for identification of the Board Members and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration decisions are the result of a strategic review process, ensuring they remain market-competitive while staying closely aligned with the Companys vision and values. These structures are designed to incentivize performance and drive sustainable value creation for all the stakeholders.

The salient features of the NR Policy are expounded in the Corporate Governance Report, which forms an integral part of this Annual Report. In the spirit of transparency and stakeholder engagement, the NR Policy is also made available for review on the Companys website at https://lahotioverseas.in/board-of-directors-and-committees/#Policies%E2%80%8B.

SHARE TRANSFER SYSTEM, DEMATERIALISATION OF SHARES AND LIQUIDITY:

The Company continues to maintain an almost entirely dematerialized shareholding structure, reflecting our commitment to a digital-first shareholder experience.

The Equity Shares of the Company are frequently traded on the BSE & NSE. This active market participation underscores strong demand and reflects high investor confidence in the Companys financial stability and long-term growth prospects.

Detailed insights into shareholding structures and allied matters are available in the Corporate Governance Report, which forms an integral part of this Annual Report.

GOVERNANCE, COMPLIANCE AND BUSINESS INTEGRITY:

In an increasingly complex and dynamic business environment, the ability to navigate risk while enabling growth has become a defining organizational strength. At Lahoti, Governance, Compliance and Business Integrity are central to this capability, forming a robust framework that protects the Companys interests while supporting its long-term strategic ambitions.

The Legal, Compliance and Secretarial functions collectively form an integral part of this framework, serving as custodians of integrity and enablers of informed decision-making. Guided by the principle of "Value with Values" these functions work in close alignment with business teams to provide strategic counsel across areas regulatory matters, corporate governance, mergers and acquisitions, competition law, and product compliance and enterprise-wide risk management. Its role extends beyond oversight to actively shaping responsible and sustainable business outcomes.

Amid rapid technological advancement and evolving consumer expectations, the regulatory landscape continues to grow in complexity. In this context, data privacy and information security have assumed critical importance. Lahoti remains focused on strengthening its data protection architecture, ensuring that its legal and security practices are aligned with leading global standards and are resilient to emerging risks.

These functions also play a vital role in reinforcing Corporate Governance standards by ensuring strict adherence to regulatory requirements, supporting Board and its Committee processes, and facilitating timely and transparent disclosures and statutory filings. This ensures that your Company remains compliant, accountable and aligned with best practices in corporate governance.

With a strong emphasis on innovation and continuous improvement, the Company is progressively adopting technology-driven solutions to enhance governance, risk and compliance processes.

Going forward, this integrated governance ecosystem will continue to anchor the Companys commitment to integrity and long-term resilience. By providing trusted guidance, it enables Lahoti to navigate uncertainty with confidence while upholding the highest standards of governance and ethical conduct.

REPORT ON CORPORATE GOVERNANCE:

Guided by a culture of transparency, the Company strictly adheres to the governance norms stipulated under Regulation 34, read with Para C of Schedule V of the Listing Regulations. A detailed Corporate Governance Report is featured as an integral part of this Annual Report, providing stakeholders with a clear view of our ethical framework and internal practices, which collectively reinforce our commitment to integrity, accountability and stakeholder trust.

The Report on Corporate Governance for the year under review together with the certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

At the heart of our corporate identity is an unwavering commitment to ethical conduct and transparency. Guided by this principle and in strict adherence to the provisions of sub-section (9) and (10) of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has institutionalized a robust Vigil Mechanism through its Whistle Blower Policy ("Policy"). This framework serves as a vital pillar of our governance architecture, ensuring that every stakeholder has a protected voice.

This Policy establishes a comprehensive framework that empowers Directors, Employees and other Stakeholders to report, confidentially, any instances of unethical behavior or conduct, fraud, financial mishandling, mismanagement or violations of the Companys Code of Conduct. It provides a transparent mechanism for addressing concerns across all the business activities, while underscoring the Companys unwavering commitment to safeguarding the whistle blowers, who act in good faith.

The Company ensures absolute protection against any form of retaliation or victimization. Furthermore, the Policy allows for direct access to the Chairperson of the Audit Committee in appropriate, sensitive or exceptional cases, ensuring that concerns are addressed with the highest level of priority and discretion.

Detailed information regarding the Whistle Blower Policy is outlined within the Corporate Governance Report, which forms an integral part of this Annual Report. The complete Policy is available on the Companys website at https://lahotioverseas.in/board-of-directors-and-committees/#Policies%E2%80%8B.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board.

The Board on the recommendation of Nomination and Remuneration Committee, have evaluated the effectiveness of the Board, Committees and individual Director for the financial year 2025-2026.

A cornerstone of the Companys governance framework is the NR Policy, which is meticulously formulated, reviewed and recommended by the NRC and duly approved by the Board.

In strict alignment with the provisions of the Act and the Listing Regulations, the NR Policy is designed to ensure a transparent, fair and merit-based approach towards the appointment, remuneration and performance evaluation of both Executive and Non-Executive Directors. It lays down clear guiding principles relating to qualification criteria, positive attributes, independence of Directors, remuneration structures and evaluation parameters.

The Company has instituted a structured and comprehensive performance evaluation framework for assessing the effectiveness of the Board, its Committees and individual Directors, including Independent Directors. This evaluation mechanism is aimed at enhancing overall governance effectiveness by reviewing the functioning, composition, competencies, participation and contribution of members. The detailed methodology and criteria for such evaluation are elaborated in the Corporate Governance Report, which forms an integral part of this Annual Report.

The evaluation process is conducted in a systematic and objective manner, ensuring that constructive feedback is provided and duly considered for improving Board dynamics, decision-making processes and strategic guidance.

Through this robust framework, the Company ensures that its leadership remains aligned with regulatory expectations, global best practices and the evolving needs of its stakeholders. The process underscores the Companys continued commitment to fostering a culture of accountability, transparency and continuous improvement, thereby strengthening its governance standards and supporting long-term sustainable value creation.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement. During the year no reportable material weakness in the design or operations were observed.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company maintains a robust and comprehensive internal financial control framework, meticulously tailored to align with the scale, complexity and strategic imperatives of its business operations. These controls are designed with the primary objective of safeguarding stakeholders interests, ensuring operational efficiency, and proactively mitigating financial and operational risks. At the core of this system is an unwavering commitment to integrity, transparency and ethical conduct, which remains deeply embedded into the Companys work culture.

Our multi-layered control span entity-level governance, process-level safeguards and IT-integrated controls. These mechanisms work in concert to ensure the accuracy, reliability and completeness of the financial records. We conduct regular and rigorous evaluations of these controls throughout the year, and the results consistently affirm their effectiveness in preventing fraud, minimizing errors, and ensuring the timeliness and accuracy of financial reporting.

As the Company continues to scale its operations, we have increasingly integrated technology-driven controls into our financial and operational processes. Our Enterprise Resource Planning (ERP) systems are configured with robust access controls and automated validation checks, ensuring data integrity at every touchpoint.

Our internal financial control systems are fully compliant with the Ind AS, the Act, Securities and Exchange Board of India (SEBI) Regulations and other relevant legislative frameworks. By ensuring strict adherence to these standards, the Company reinforces its commitment to upholding the highest standards of corporate governance and regulatory compliance.

For a comprehensive understanding of the internal financial controls, including their effectiveness and alignment with the Companys strategic goals, please refer to the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In alignment with the provisions of Section 135 of the Act, read with the CSR Policy Rules, the Company has constituted a CSR Committee, the details of which are comprehensively outlined in the Corporate Governance Report, which forms an integral part of this Annual Report. The Company is profoundly committed to fulfilling its social responsibilities and consistently strives to make a meaningful and sustainable contribution to the well-being of the society in which it operates.

In accordance with the provisions of the Act and Rule 8 of the CSR Policy Rules, the Company has prepared the Annual Report on CSR activities, which is furnished in "Annexure 2" to this Report.

Adhering to the statutory requirements, the Company has adopted a robust and well-structured CSR Policy, fully aligned with the legal framework. This CSR Policy encompasses clearly defined objectives, identified focus areas, a strategic mechanism for implementation and monitoring, appropriate allocation of the CSR budget and a structured framework for transparent reporting and disclosure.

Your Company has constituted a CSR Committee comprising of Mr. Ujwal Lahoti as the Chairperson, Mr. Umesh Lahoti & Mr. Sanjay Deshpande as its members. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and 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;

(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 at the end of the financial year and of the profit and loss 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 this Act 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;

(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; and

(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.

STATUTORY AUDITORS AND AUDITORS REPORT:

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, P C Ghadiali And Co LLP., Chartered Accountants, Mumbai (Registration No.103132W/W-100037) Statutory Auditors of the Company to hold office for five consecutive years from the conclusion of the 27th Annual General Meeting of the Company held on September 30, 2022 till the conclusion of 32nd Annual General Meeting to be held in 2027, as required under section 139 of the companies act, 2013 read with companies (Audit & Auditors) Rules 2014.

The Reports of the Statutory Auditors, P C Ghadiali And Co LLP., Chartered Accountants on the Standalone and Consolidated Financial Statements of the Company for the Financial year 2025-26 forms part of this Annual Report. The statutory auditors have submitted an unmodified opinion on the audit of Financial Statements for the Financial year 2025-26 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report and therefore the same does not call for any further comments/explanation from the Directors.

An Unmodified Opinion was issued in the Auditors Report for the financial year 2025-26, affirming that the financial statements are free from any qualifications, reservations, or adverse remarks. The accompanying notes to these financial statements are comprehensive and self-explanatory, requiring no further clarification. This clean audit report reaffirms the Companys unwavering commitment to the highest standards of corporate governance, ensuring continued trust and confidence from our stakeholders and investors.

SECRETARIAL AUDITOR:

Legal integrity and procedural transparency serve as the bedrock of our compliance framework. The Company remains steadfast in its commitment to upholding the highest standards of statutory adherence, ensuring that all corporate actions and secretarial disclosures are aligned with the provisions of the law and the principles of ethical corporate governance.

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mrs. Sonam Jain, Practicing Company Secretary as a Secretarial Auditor of the Company, for conducting secretarial audit of Company for the Financial Year 2025-26.

In line with this commitment and in compliance with the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, following the recommendation made by Audit Committee and the Board of Directors of the Company, the Members of the Company at their 30th AGM of the Company held on September 29th, 2025, approved the appointment of Mrs. Sonam Jain, Company Secretary in Practice, as the Secretarial Auditor of the Company. They were appointed for the first term of 5 consecutive years, with effect from April 01, 2025 to March 31, 2030.

For the financial year 2025-26, the Secretarial Auditors have issued their Secretarial Audit Report in Form MR-3, which does not contain any qualification, reservation or adverse remark, reflecting a comprehensive and robust compliance framework.

Further, during the year under review, no instances of fraud were identified or reported by the Secretarial Auditor of the Company in their Secretarial Audit Report, in terms of Section 143(12) of the Act. Accordingly, no additional disclosure is warranted in this regard under Section 134(3) of the Act.

The Secretarial Auditor of the Company have affirmed their eligibility and independence to continue as Secretarial Auditor of the Company for the financial year 2026-27.

The Secretarial Audit Report in Form MR – 3 and annexed as "Annexure 3" to this Report, providing stakeholders and investors complete transparency regarding our compliance framework and reinforcing our commitment to rigorous corporate governance.

Further, the Secretarial Compliance Report for the financial year ended March 31, 2026 issued by Mrs. Sonam Jain, Practicing Company Secretary, pursuant to Regulation 24A of the Listing Regulations, has been filed with BSE Limited and a copy of the same is available on the Companys website www.lahotioverseas.in.

INTERNAL AUDITOR:

Governance at the Company is defined by transparency, accountability and the continuous evaluation of our internal control systems. To ensure our operations remain compliant and efficient, we have instituted a comprehensive internal audit mechanism fully aligned with the provisions of Section 138 of the Act, read with rules made thereunder and applicable regulations under the Listing Regulations. This framework empowers us to identify potential risks early and fortify our internal processes, ensuring that our systems remain robust and responsive to the evolving business environment.

The Board of Directors based on the recommendation of the Audit Committee, appointed L. S. M. & Co., as the Internal Auditor of the Company, at their meeting held on May 28th, 2026, He continues to lead the internal audit function, and his expertise remains instrumental in strengthening internal controls, ensuring compliance and reinforcing our commitment to transparent corporate governance.

Our internal audit process is characterized by close collaboration between the Internal Auditor, the Audit Committee, and the Joint Statutory Auditors. Throughout the financial year 2025-26, the Audit Committee was systematically apprised of key audit findings and recommendations. The Committee conducts a thorough review of these reports and oversees the implementation of corrective actions, ensuring that potential risks and operational inefficiencies are proactively mitigated. This structured approach underscores our dedication to maintaining operational excellence and sound financial management.

During the year under review, no instances of fraud were identified or reported by the Internal Auditor of the Company in the Internal Audit Report, in terms of Section 143(12) of the Act. Accordingly, no additional disclosure is warranted in this regard under Section 134(3) of the Act. This outcome reflects the strength of the Companys internal control framework and the effectiveness of its governance practices.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

- The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the Financial Year 2025-26.

- The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the Financial Year 2025-26.

LISTING:

At present the Companys Equity Shares are listed at BSE Limited and the Company has paid Listing Fees to the above Stock Exchanges for the year 2025-26.

Further Company got the permission to trade on NSE platform w.e.f., April, 2026.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure 4" and forms an integral part of this Report. In accordance with the provisions of Section 136 of the Act, the Boards Report and the financial statements for the financial year ended March 31, 2026 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard at investor@lahotioverseas.com.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant and material orders passed by any Regulators or Courts or Tribunals, during the financial year 2025-26, that would, in any way, impact or jeopardize the going concern status of the Company or adversely affect its future operations. This reflects Companys strong regulatory standing, ensuring continued stability and business growth.

RISK MANAGEMENT:

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk managements objective is to assure uncertainty does not deflect the endeavor from the business goals.

The Risk Management Policy ("RM Policy") serves as the cornerstone of our governance framework. It provides a structured methodology for risk reporting and establishes clear protocols for managing uncertainties at various organizational tiers. To ensure continued relevance, the RM Policy is periodically reviewed against global industry standards and shifting market dynamics. In our commitment to transparency, the RM Policy is publicly accessible on the Companys website at https://lahotioverseas.in/board-of-directors-and-committees/#Policies%E2%80%8B demonstrating the Companys commitment to transparency, accountability and best practices in risk management.

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews these procedures to ensure that executives management controls risk through means of a properly defined framework. A senior independent director is associated with the committee. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Annual Report.

Pursuant to the requirements of Regulation 34(2)(e), read with Part B of Schedule V of the Listing Regulations, the Management Discussion and Analysis Report ("MDA Report") for the financial year 2025-26 is set out in this Annual Report.

More than a mere financial summary, MDA Report presents a comprehensive analysis of the Companys financial performance, operational milestones, key achievements, strategic initiatives and internal control system during the period under review. It also highlights the key challenges encountered, along with the Companys responsive and adaptive strategies to address them, while outlining the strategic roadmap ahead. The insights set out in this Report not only provide a holistic understanding of the Companys current position, but also articulate its vision for sustainable growth and long-term value creation.

Through a clear and balanced overview of performance and future prospects, the Report seeks to equip stakeholders with meaningful insights to make well-informed decisions, while reinforcing the Companys commitment to maintaining the highest standards of corporate governance, transparency and accountability.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY UNDER SCHEDULE V (C) (10) (I) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority is annexed to this Directors Report as "Annexure-5".

EXTRACTS OF 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 at https://lahotioverseas.in/shareholders-info-and-contacts/#other-disclouser.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R&D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

The Company has installed energy conservative equipments like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipments. However, since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

During the period under review the Company has earned Foreign Exchange of Rs. 33,932.02 Lakhs and incurred the Foreign Exchange outgo of Rs. 401.64 Lakhs.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Pursuant to Section 118(10) of the Act, the Company has diligently adhered to all the applicable Secretarial Standards, issued by the ICSI, including any subsequent amendments, during the year under review. Such compliance reflects the Companys commitment to robust corporate governance, transparency and regulatory compliance, emphasizing its dedication to ethical business practices and accountability.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has a gender neutral policy on prevention of sexual harassment at the workplace. The Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case reported during the year under review.

At Lahoti, we uphold a zero-tolerance policy towards all forms of discrimination, harassment and misconduct, including sexual harassment. We are steadfast in our dedication to fostering a healthy, respectful and inclusive workplace where the dignity and rights of all employees are protected as a matter of paramount importance.

Our commitment to a safe work environment is anchored in our strict adherence to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). In alignment with the requirements of the POSH Act, the Company has implemented a robust Anti- Sexual Harassment Policy ("Policy"). This Policy underpins the Companys commitment towards providing and maintaining a positive, safe and secure work environment and a workplace, empowering all employees to excel without the fear of discrimination or harassment. The complete policy is available on the Companys website and can be accessed at www.lahotioverseas.in.

The table below provides a summary of the complaints received and resolved by the Company during the financial year 2025-26:

S. No.	Particulars	Status
1.	No. of Complaints pending at the beginning of the year i.e., April 01, 2025	Nil
2.	No. of Complaints received during the year	Nil
3.	No. of Complaints disposed-off during the year	Nil
4.	No. of Complaints remaining unresolved at the end of the year i.e., March 31, 2026	Nil
5.	No. of cases pending for more than ninety days	Nil
6.	No. of workshops or awareness programs against sexual harassment carried out	Nil
7.	Nature of action taken by the employer and District Officer	NA

Maintaining a secure work environment is an active, ongoing responsibility that we take with the utmost seriousness. By prioritizing the prevention, prohibition, and redressal of sexual harassment at workplace, Lahoti reaffirms its unwavering commitment to upholding and safeguarding the rights, dignity and well-being of every individual within our workforce.

We continue to take proactive steps to ensure that the Companys work environment remains conducive to the professional growth and personal safety of all employees.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In compliance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("MR Rules"), the prescribed disclosures, including the ratio of the remuneration of each Director to the median remuneration of employees and other pertinent details, are provided in "Annexure 4" to this Report.

The statement containing particulars of employee remuneration, as required under provisions of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the MR Rules, forms part of this Report. In accordance with the second proviso to Section 136(1) of the Act, read with second and third proviso of Rule 5 of the MR Rules, the Annual Report is being sent to the Members of the Company, excluding the aforesaid statement. The statement is open for inspection upon request by the Shareholders, and any Member desirous of obtaining the same may write us at investor@lahotioverseas.com.

OTHER DISCLOSURES:

In compliance with the applicable provisions of the Act and the Listing Regulations, your Company provides the following additional disclosures as on March 31, 2026.

These disclosures are intended to ensure that all the stakeholders remain well-informed and have access to accurate, timely and relevant information, in line with our goal of fostering long-term trust and confidence in our business operations:

1. During the Financial Year 2025-26, the trading of securities was not suspended.

2. The Company, during the Financial Year 2025-26, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained.

3. The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years except the penalty levied by the BSE for delay in compliance of Regulation 6(1A) of the SEBI Listing regulations of Rs. 18,880/- on August 21, 2024.

4. No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal and there is no instance of one-time settlement with any Bank or Financial Institution.

5. The Company is compliant with the Maternity Benefit Act, 1961 and there were zero cases to whom the provisions of the Maternity Benefit Act, 1961 applies during the year under review.

6. The requirement for maintenance of cost records, as stated by the Central Government under Section 148(1) of the Act is not applicable to the Company.

7. Requirement for one-time settlement with Banks or Financial Institutions was not applicable to the Company.

8. During the year under review, the Statutory Auditors, the Secretarial Auditors and the Internal Auditor have not reported to the Audit Committee/Board pursuant to Section 143 (12) of the Act, any instances of frauds committed in your Company by its officers or employees, the details of which needs to be mentioned in this Report.

ACKNOWLEDGEMENT:

The Board extends its profound gratitude to the Central Government, various State Governments, relevant statutory and regulatory authorities, and the Stock Exchanges for their consistent guidance, support and continued cooperation. We also express our sincere appreciation to our Financial Institutions and Banks, whose collaboration has empowered the Company to navigate challenges and seize growth opportunities within a dynamic market and competitive environment. We express our deepest gratitude to our customers, whose trust, loyalty and continued patronage have been the driving force behind our business. Their feedback and evolving needs inspire us to constantly innovate, ensuring that we deliver products and services of the highest quality that consistently exceed expectations. We eagerly look forward to further strengthen these relationships.

Our success is a testament to the collective brilliance of our people. The Board places on record its heartfelt appreciation for our dedicated employees, whose relentless pursuit of excellence, innovative spirit and unwavering commitment to the Companys mission drive the achievement of our business objectives. It is the collective effort, hard work, loyalty and passion of our employees that has enabled us to consistently deliver superior results and maintain a strong market position. The Board recognizes and appreciates the exceptional work ethic and loyalty demonstrated by every member of the Lahoti family and looking forward to the long-term future with confidence.

The Board further acknowledges the steadfast support of our shareholders and investors, as well as the vital contributions of our suppliers, distributors, retailers, individual director and auditors. Your trust and collaboration have been indispensable in realizing our strategic objectives, and we are deeply grateful for the shared commitment to our mutual and sustained success.

As we move forward, the Board remains committed to nurturing these partnerships, fostering a culture of innovation, and upholding the highest standards of corporate governance. Together, we look forward to a future filled with the shared growth and success, rooted in sustainability.

We remain dedicated to our journey of responsible growth, ensuring that our pursuit of excellence is balanced with our commitment to environmental stewardship and the well-being of the communities in which we operate.

For and on behalf of the Board of Directors

Sd/-

Ujwal Rambilas Lahoti

Executive Chairman

DIN 00360785

Sd/-

Umesh Lahoti

Managing Director

DIN 00361216

Place: Mumbai

Date: August 10, 2026