Latteys Industries Ltd Directors Report

To,

The Members,

LATTEYS INDUSTRIES LIMITED

Dear Members,

Your directors are pleased in presenting their 13 th (Thirteenth) Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors

Report of your Company for the financial year ended, 31st March, 2026.

The summarized financial results for the year ended 31st March, 2026 are as under:-.

FINANCIAL HIGHLIGHTS: (In Lakhs)

Particulars	2025-26	2024-25
Turnover	11,687.67	8026.83
Other Income	7.04	32.30
Total Income	11694.71	8058.86
Finance Cost	126.05	158.85
Depreciation and amortization expenses	52.85	60.22
Profit Before Tax	483.83	256.35
Tax Expenses:
Current Tax	112.71	55.56
Deferred Tax	7.79	19.90
Profit after Tax	355.73	180.86

COMPANYS PERFORMANCE REVIEW:

During the year under review, the performance of the Company remained satisfactory. The total turnover of the Company increased by 45.61% during the year under review, while the Profit Before Tax increased by 88.74% as compared to the previous financial year.

During the financial year 2025 26, your Company continued to witness healthy growth in its business operations. The Company recorded revenue from operations of 11,687.67 lakhs as against 8,026.83 lakhs in the previous financial year. The Profit After Tax stood at approximately 355.73 lakhs as compared to 180.86 lakhs in the previous year.

The improved performance was supported by increased demand for the Companys pumps and motors, including solar pumping solutions, along with continued focus on operational efficiency, prudent cost management and product quality.

Your Company remains committed to strengthening its presence in the pumps and motors industry, expanding its customer base and enhancing operational efficiencies. The Directors are confident of achieving sustainable growth and creating long-term value for the shareholders.

TRANSFER TO RESERVES

The Company has incurred profit of Rs. 355.73 Lakhs for the current financial year and the same is proposed to be transferred to Reserve and Surplus.

Operational Highlights

The operations are exhaustively discussed in the Management Discussion and Analysis forming part of the annual report.

CHANGES IN NATURE OF THE BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2026.

DIVIDEND

In order to conserve the resources, your Board has decided not to declare any final dividend for the financial year 2025-26. Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, during the year your company has remained to be a small cap company and hence this regulation does not apply to the Company.

SHARE CAPITAL

The Issued, Subscribed, and Paid-Up Share Capital of the Company as on 31st March, 2026 stood at 11.50 Crores , comprising 5,74,95,825 equity shares of 2 each. There are no changes in share capital.

CREDIT RATING

During the year under review, the provisions relating to credit rating are not applicable to the Company, as the Company has not issued any debt instruments, commercial papers, or accepted any public deposits requiring such rating. The equity shares of the Company are listed on the National Stock Exchange, for which no credit rating is mandated under the applicable laws.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year under review, the Company has not declared any dividend. Accordingly, there was no amount of unpaid or unclaimed dividend and no amount was required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits from public falling within the purview of provisions of Section 73 and 76 of the Companies Act, 2013 (the Act) and Rules framed thereunder.

SUBSIDIARY, ASSOCIATES & JOINT VENTURE COMPANIES

During the financial year under review, the Company had one subsidiary company, namely

Latteys Electrical Private Limited .

Latteys Electrical Private Limited was struck off from the Register of Companies pursuant to the Order of the Registrar of Companies dated 16 February 2026 . Accordingly, as on 31 March 2026 , the Company does not have any subsidiary company.

Further, the Company does not have any Associate Company or Joint Venture as on 31 March 2026.

The statement containing the salient features of the financial statements of the subsidiary company pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, in Form AOC-1, is annexed to this Report as

Annexure G.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Mr. Pawan Garg (DIN: 00434836), Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment of approval of shareolders of the Company in the forthcoming Annual General Meeting of the Company.

The details of Mr. Pawan Garg, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Thirteenth (13th) Annual General Meeting of the Company, which forms an integral part of this Report.

INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of SEBI LODR Regulations that they are independent from the Management of the Company and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014 and has also affirmed that they comply with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company

In the opinion of the Board, the Independent Directors are persons with integrity, expertise and experience in the relevant functional areas. Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 will be compiled within the prescribed timeline, if the same is applicable to each of them.

During the year under review, a separate Meeting of Independent Directors was held on September 2, 2025.

The Directors and Key Managerial personnel of the Company as on 31 st March, 2026 are as below:

N. Name	Designation	DIN/PAN
1 KAPOOR CHAND GARG	Managing Director	00434621
2 PAWAN GARG	Whole time Director	00434836
3 SAROJ GARG	Non-Executive Director	03564480
4 SACHIN GUPTA	Independent Director	03637291
5 ASHISH KUMAR GUPTA	Independent Director	01472111
6 PIYUSH PODDAR	Independent Director	09268033
7 SUMIT GOEL*	Chief Financial Officer	AAEPG2734R
8 ASHISH SINGHAL**	Chief Financial Officer	ADKPS1604F
8 SONIKA JAIN	Company Secretary	CCBPJ7796M

Sumit Goel, Chief Financial Officer has been resigned w.e.f. 19.01.2026

Ashish Singhal appointed as a Chief Financial Officer has been appointed w.e.f 24.01.2026

During the current financial year 2025-2026 there is no any other changes in Key Managerial Personnel apart from above mentioned.

Particulars of the Extra-Ordinary General Meeting of the Company held during the year

There was No Extra Ordinary General Meeting held during the year

CORPORATE GOVERNANCE :-

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting the business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI LODR Regulations and the Act for the FY 2025-26 are given in Corporate Governance Report as Annexure A, which forms part of the Annual Report.

The certificate of Practising Chartered Accountant on compliance with Corporate Governance norms is also annexed with the Corporate Governance Report.

DIRECTOR RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, hereby state 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

(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; and

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

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

DECALARTION BY INDEPENDEND DIRECTOR

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declarations from all its Independent Directors confirming that:

1. They meet the criteria of independence as prescribed in the Companies Act, 2013, the applicable rules, and SEBI LODR Regulations, 2015, and have not been disqualified from continuing as Independent Directors.

2. They have complied with the requirements of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, including the registration with the data bank maintained by the Indian Institute of Corporate Affairs (IICA) and completion of any applicable proficiency self-assessment test.

3. In terms of Regulation 25(8) of SEBI LODR Regulations, 2015, they are not aware of any situation that could impair their ability to discharge their duties independently and objectively during the year.

These declarations have been placed before the Board at its first meeting of the financial year and have been taken on record. The Board is of the opinion that all Independent Directors possess the integrity, expertise, and experience necessary to contribute effectively to the functioning of the Board and its committees.

ANNUAL EVULATION BY THE BOARD

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 135 & 178, read with Schedule IV of the Act and Regulation 25 of the SEBI LODR Regulations, the Independent Directors in their separate meeting held on September 2, 2025 have reviewed the performance of Non-Independent Directors, Chairperson and the Board as a whole including review of quality, quantity and timeliness of flow of information between Board and Management.

Further the Board, during the year under review, has also evaluated the performance of the Board, its Committees and all Individual Directors including Chairman of the Company. The evaluation was carried out on the basis of a structured questionnaire circulated in advance to all the Directors. The Board expressed its satisfaction on the same and is of the opinion that all the independent directors of the company are persons of high repute & possess the relevant expertise & experience in their respective fields.

BOARD MEETINGS:-

During the year, Eleven Board Meetings, as follows were convened and held with requisite quorum. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

1. 08.04.2025	6. 19.08.2025
2. 28.05.2025	7. 13.11.2025
3. 02.06.2025	8. 19.01.2026
4. 14.06.2025	9. 23.01.2026
5. 07.08.2025	10. 13.02.2026
11. 18.02.2026

DETAILS OF COMMITTEE OF DIRECTORS:-

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2025-26 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

BOARD TRAINING, INDUCTION AND FAMILIARISATION OF DIRECTORS

At the time of appointing a director, a formal letter of appointment is given, which inter-alia includes the role, function, duties and responsibilities expected from him/her as a Director of the Company and necessary documents, reports and internal policies to enable him/ her to familiarise with the Company and its procedures and practices. Periodic presentations are made at the Board, Committees meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved etc. Updates on relevant statutory changes on important laws are periodically presented or circulated to the Board. The Directors are also explained in detail the compliances required from them under the Act, the SEBI Regulations and other relevant Laws and Regulations. The details of familiarisation program for Independent

Directors are available in corporate governance report and also disclosed on the Companys website, which forms part of this report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2026, the Board has six members, consisting of an executive director, a non-executive and non-independent director and independent directors. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate overview section that forms part of this Annual Report. The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Act is available on our website at www.latteysindustries.com We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Some of the salient features of which are as follows:

(i) To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

(ii) To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

(iii) To ensure proper composition of Board of Directors and Board diversity;

(iv) To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to Companys working and its goals

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employee of your Company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh & Fifty Thousand or more per month

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure- B to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of Financial Year 2025-26 till the date of this Report.

ANNUAL RETURN:-

Pursuant to Sub-Section (3) of Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the company for the financial year 2025-26, will be available on the Companys website a at https://latteysindustries.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans and guarantees given and investments made during the Financial Year 2025-26, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements, which forms an integral part of this Report.

RELATED PARTY TRANSACATION

Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business and on an arms length basis.

There were no materially significant Related Party Transactions with the Companys Promoters, Directors, Key Managerial Personnel, Management or their relatives which could have had a potential conflict with the interests of the Company.

The transactions with related parties entered into by the Company in the normal course of business were periodically placed before the Audit Committee and the Board of Directors, as applicable, for their review and approval.

The particulars of contracts, arrangements and transactions with related parties pursuant to Section 188 of the Companies Act, 2013, requiring disclosure in Form AOC-2 annexed hereto as Annexure C contains NIL disclosure for the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company during the financial year 2025 26. Accordingly, the Company is not required to constitute a CSR Committee or formulate a CSR Policy under the said provisions.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As required under Regulation 35 of the Listing Regulations, the Business Responsibility and Sustainability Report is not mandatory over your Company, hence the same does not form part of the Directors Report

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism & Whistle Blower policy, to report concern about unethical behavior, actual or suspected fraud or violation of Companys code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or on the email id: cs@latteysindustries.com Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link at www.latteysindustries.com under the head investor section.

During the year under review, there were no instances of fraud reported to the Audit Committee/Board.

AUDIT REPORTS & AUDITORS

The Auditors Report on the financial statements of the Company for the financial year ended on March 31, 2026 does not contain any qualification, reservation, or adverse remark or disclaimer. The report is enclosed with the financial statements in this Integrated Annual Report

1. STATUTORY AUDITOR

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendation of the Audit Committee, M/s Piyush J Shah & Co, Chartered Accountants (Firm Registration no.121172W, were appointed as Statutory Auditors at the 11th Annual General Meeting to hold the office for a first term of five (05) consecutive years, from the conclusion of 11th Annual General Meeting till the conclusion of 16th Annual General Meeting of the Company.

STATUTORY AUDITORS REPORT:

There are no audit qualifications, reservations or adverse remarks or disclaimers, in the Auditors Report, as annexed elsewhere in this Annual Report. During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officer and employees under Section 143(12) of the Companies Act, 2013.

2. SECRETARIAL AUDITOR

As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s Pitroda Nayan & Co.,, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2025-26.

SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Pitroda Nayan & Co., Practicing Company Secretaries as Secretarial Auditor for the year ended 31st March, 2026.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended on 31st March, 2026 and the same as set out in Annexure F., forms an integral part of the Directors Report.

The Secretarial Audit Report contains certain observations relating to delays in regulatory compliances. The observations and the managements response thereto are as follows:

1. Delay in submission of Integrated Filing Financial and Related Party Transactions: The Secretarial Auditor has observed a delay of one day by the Company in submitting the Integrated Filing Financial in XBRL format for the quarters ended March 2025, June 2025 and September 2025, on the same date as submission of the financial results in PDF form. The Auditor has also observed a delay of one day in submission of the disclosure of Related Party Transactions for the half-year ended September 30, 2025.

Managements Response: The Company has taken note of the observation and has strengthened its internal compliance and monitoring mechanism to ensure timely submission of all statutory and regulatory filings within the prescribed timelines.

2. Delay in updating Structured Digital Database (SDD): The Secretarial Auditor has observed a delay in entering certain Unpublished Price Sensitive Information (UPSI) into the Structured Digital Database (SDD) relating to the financial results for the quarters ended March 2025 and December 2025 and in relation to the appointment and resignation of the Chief Financial Officer (CFO), pursuant to Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Managements Response: The Company has taken note of the observation and has strengthened its internal processes and controls for timely identification and recording of UPSI in the Structured Digital Database, in compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company is committed to ensuring timely and effective compliance with all applicable statutory and regulatory requirements.

3. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, Board has appointed M /s. Nimit B Shah & Co, Chartered Accountants, Ahmedabad to conduct the Internal Audit of the Company for the Financial Year 2025-26.

Internal Audit Report for the financial year ended 31st March, 2026 have been submitted before the Audit committee meeting and the meeting of board of directors of the company. There has been no qualification, reservation and adverse remark that have large impact over the operations of the company

IV DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS

The Board of Director has not appointed Cost Auditor owing to applicability to appoint Cost Auditor in your Company for the FY 2025-26 as specified the Central Government under sub-section (1) of Section 148 of the Companies Act 2013, is required by the Company and accordingly such accounts and records are made and maintain w.e.f. 01 st April 2022.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, from M/s. Pitroda Nayan & Co., Practising Company Secretaries. The said Report has been duly submitted to the Stock Exchanges and is also available on the website of the Company at www.latteysindustries.com.

The Annual Secretarial Compliance Report contained certain observations relating to compliance with the applicable SEBI Regulations and circulars, as detailed below:

1. Integrated Filing Financial and Related Party Transactions: The Report observed a delay of one day by the Company in submitting the Integrated Filing Financial in XBRL format for the quarters ended March 2025, June 2025 and September 2025, on the same date as the submission of the financial results in PDF form, pursuant to the applicable NSE circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report further observed a delay of one day in submitting the disclosure of Related Party Transactions for the half-year ended September 30, 2025, pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant circulars issued thereunder.

2. Structured Digital Database (SDD): The Report observed a delay by the Company in entering certain Unpublished Price Sensitive Information (UPSI) into the Structured Digital Database (SDD) in accordance with Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The observation pertained to the financial results for the quarters ended March 2025 and December 2025 and also in relation to the appointment and resignation of the Chief Financial Officer (CFO).

The Company has taken note of the aforesaid observations and has strengthened its internal compliance and monitoring mechanisms to ensure timely submission of regulatory filings and prompt recording of UPSI in the Structured Digital Database, in accordance with the applicable provisions of the SEBI Regulations and circulars issued thereunder.The Secretarial Compliance Report is available on the website of the Company at www.latteysindustries.com.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures.

The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Internal and operational audit is entrusted with M/s Nimit B Shah & Company a Firm of Practicing Chartered Accountants. The main thrust of Internal Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Your Companys Financial Statements are prepared on the basis of the Significant Accounting Policies and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time. These systems and controls are subjected to Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Independent Auditors and the Finance department have periodically been appraising the significant internal audit observations and the corrective actions have been taken. The Audit Committee places a key role in providing assurance to the Board of Directors.

Internal financial controls have been discussed under the head MD/CFO Certification in the Corporate Governance Report

BUSINESS RISK MANAGEMENT

Your Company continues to strengthen its robust Risk Management Framework and the same was reviewed by the Audit Committee periodically. The Committee meets for focused interaction with business, identifying and prioritizing strategic, operational risk and formulating appropriate mitigation strategies and conducting frequent review of the progress on the management of the identified risk. Your company believes that managing risk helps in maximizing return. The companys approach in addressing business risks includes periodical review of such risks and thereby mitigating it effectively. The risk management framework is reviewed periodically by the Board and the Audit Committee.

Some of the risks that the company is exposed to are: The Company through its Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committees objective is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business

NO DEFAULT TO BANKS / FINANCIAL INSTITUTIONS

The Company has not defaulted in payment of interest and / or repayment of loans to any of the financial institutions and / or banks during the year under review

FRAUD REPORTING

There were no frauds disclosed during the Financial Year.

CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

RISK MANAGEMENT COMMITTEE

Pursuant to the sub-regulation 5 of Regulation 21 of Listing Regulations, the constitution of Risk Management Committee is not applicable to the company.

INSIDER TRADING

The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor the Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading. The Company has also adopted a Prohibition of Insider Trading Policy.

During the year under review, in compliance with the amendments to the SEBI Insider Regulations, the Company adopted the following effective 1 April 2019:

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives

The Policy was approved by the Board and same was uploaded on the Companys website www.latteysindustries.com under the tab investors.

MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as Companys Website and stipulated communications to Stock Exchange where the Companys shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies etc.

HUMAN RESOURCES

Your Company believes that its manpower is an asset for the company and enjoys a strong brand image as a preferred and caring employer. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Value- based HR programmes have enabled your Companys HR team to become strategic partners for the business.

Your company laid stress to build a women-friendly workplace by introducing various initiatives for the development of women employees in the organization. Your Company has focused on internal talents and nurtures them through the culture of continuous learning and development, thereby building capabilities for creating future leaders. Your companys initiatives like a hiring freeze at some levels, robust talent review, career development conservations and best-in- class development opportunities, which will help to enhance the employees experience at your Company. The Companys Human Resources plays a critical role in your Companys talent management process.

INCREMENTAL BORROWINGS UNDER LARGE CORPORATE FRAMEWORK OF SEBI

Pursuant to Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations) read with Chapter XII of the NCS Master Circular dated May 22, 2024 relating to Fund raising by issuance of debt securities by large corporates, the framework is not applicable to the company

WEBSITE

The Company has a website addressed as https://www.latteysindustries.com contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

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

The Company is committed to providing a safe, inclusive and respectful workplace to all its employees. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Committee to address complaints relating to sexual harassment at the workplace.

During the financial year 2025 26, no complaint relating to sexual harassment was received by the Company.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to providing a safe, inclusive and respectful workplace for all its employees. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a policy on prevention of sexual harassment and constituted an Internal Committee to address complaints relating to sexual harassment at the workplace.

During the financial year 2025 26, no complaint relating to sexual harassment was received by the Company.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

OTHER DISCLOSURES

There were no significant and material orders passed by Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS :

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations. Key initiatives undertaken during the year include:

Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

Regular third-party cybersecurity audits and vulnerability assessments.

Employee training programs on data protection and cybersecurity awareness.

Strict access control mechanisms and implementation of role-based permissions.

Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

CAUTIONARY STATEMENT:-

Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companys operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company

ACKNOWLEDGEMENT

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

FOR LATTEYS INDUSTRIES LIMITED

	KAPOOR CHAND GARG
PLACE: AHMEDABAD	MANAGING DIRECTOR
DATE: 02nd SEPTEMBER 2026	DIN: 00434621