Leo Dryfruits & Spices Trading Ltd Directors Report

To,

The Members,

LEO DRYFRUITS & SPICES TRADING LIMITED

Your directors are pleased to present Seventh Annual Report together with the Audited Statement of Accounts of your Company for the Year ended March 31, 2026.

1. FINANCIALS

The Companys financial performance, for the year ended March 31, 2026:

Particulars	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
Revenue from Operations	17,424.10	8,731.11	17,424.10	8,731.11
Other Income	41.80	4.11	41.80	4.11
Total income	17,465.90	8,735.22	17,465.90	8,735.22
Less: Total Expenses	15,866.25	7,463.29	15,866.25	7,463.29
Profit / (Loss) Before Tax	1,599.65	1,271.93	1,599.65	1,271.93
Less: Tax Expenses
- Current Tax	470.16	380.64	470.16	380.64
- Deferred Tax	(2.36)	(3.13)	(2.36)	(3.13)
- Prior Period Taxes	77.98	78.02	77.98	78.02
Profit / (Loss) After Tax	1,053.87	816.40	1,053.87	816.40

2. STATE OF AFFAIRS

During the financial year under review, the Company demonstrated strong operational and financial growth:

a.  Revenue Performance:  Total Revenue from Operations reached ?174.24 Crore (17,424.10 Lakhs) compared to ?87.31 Crore (8,731.11 Lakhs) in FY 2024-25, registering a robust growth of over 99%.

b.  Profitability:  Profit After Tax (PAT) stood at ?10.54 Crore (1,053.87 Lakhs) against ?8.16 Crore (816.40 Lakhs) in the previous financial year.

c.  Business Expansion:  Growth was primarily driven by significant expansion in the Dry Fruits segment (7,385.35 Lakhs vs. 923.50 Lakhs in FY 24-25), Blended Spices (1,017.40 Lakhs vs. 34.13 Lakhs in FY 24-25), and Whole Spices (7,373.38 Lakhs vs. 7137.17 Lakhs in FY 24-25).

3. ANNUAL RETURN:

The Company has a web address,   and the same has been uploaded on the weblink mentioned above.

4. DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Subsidiaries:  The Wholly Owned Subsidiary of the Company, M/s Leo Catering Services Private Limited, was incorporated on April 16, 2025.

Associates / Joint Ventures:  During the year, the Company made an equity investment in M/s STK Food Processing Private Limited amounting to ?40.80 Lakhs.

Pursuant to Section 129(3) of the Companies Act, 2013, consolidated financial statements prepared by the Company are presented in this Annual Report.

5. SHARE CAPITAL

There have been no changes in the Capital Structure of the Company during the financial year under review.

The Paid up and Issued Share Capital is 1,78,91,440 (One Crore Seventy Eight Lakh Ninety One Thousand Four Hundred Forty) number equity shares of ?10.00/- (Rupees Ten) each amounting to ?17,89,14,400 (Seventeen Crore Eighty Nine Lakh Fourteen Thousand Four Hundred Only).

6. LISTING OF SHARES

The Companys shares are listed on BSE SME platform on January 8, 2025 with ISIN INEORH001011 & Script Code: 544329

7. APPOINTMENT AND/OR RESIGNATION OF KEY MANAGERIAL PERSONNEL:

The company being a BSE Listed company the details of appointment and/or resignation of Key Managerial Personnel as required under Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 are applicable.

Composition of Board & KMPs

As on March 31, 2026, the key appointments and leadership structure were as follows:

Name of Directors/KMP	Designation
Mr. Kaushik Sobhagchand Shah	Chairman & Managing Director
Mr. Ketan Sobhagchand Shah	Whole-Time Director & Chief Financial Officer
Mr. Jenish Ketan Shah	Director
Mr. Ankit Kumar Gupta	Independent Director
Ms. Purvi Mahesh Gupta	Independent Director
Mr. Dhiraj Kumar Ahuja	Independent Director
Mr. Ankur Pravin Gala	Company Secretary & Compliance Officer

Re-appointment by Rotation:  In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jenish Ketan Shah, Director, retires by rotation at the upcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

8. MEETINGS OF BOARD OF DIRECTORS AND SHAREHOLDERS MEETINGS

Nineteen Board Meetings were held during the Financial Year ended on March 31, 2026.

The dates of meetings of the Board, their attendance at the Board Meetings are as under:

Sr. No.	Dates	No. of Directors attended the meeting
1.	22-05-2025	5
2.	30-05-2025	5
3.	02-06-2025	3
4.	05-06-2025	5
5.	05-06-2025	3
6.	19-06-2025	3
7.	27-06-2025	3
8.	28-06-2025	3
9.	15-07-2025	6
10.	05-08-2025	5
11.	01-09-2025	3
12.	07-10-2025	5
13.	03-11-2025	3
14.	13-11-2025	6
15.	28-11-2025	6
16.	29-12-2025	5
17.	04-02-2026	3
18.	24-03-2026	6

During the year under review, Annual General Meeting was held on 30-09-2025

Details regarding attendance of the Directors at the Board Meetings held during the Financial Year 2025-26 and at the last Annual General Meeting held on September 30, 2025 are given below:

Name	Category	Attendance at Board Meeting: Held	Attendance at Board Meeting: Attended	Attendance at AGM held on 30th September 2025
Kaushik Sobhagchand Shah	Managing Director	18	18	Yes
Ketan Sobhagchand Shah	Whole Time Director/CFO	18	16	Yes
Purvi Mahesh Gupta	Independent Director	18	9	Yes
Dhiraj Kumar Ahuja*	Independent Director	11	7	Yes
Ankit Gupta	Independent Director	18	13	Yes
Parth Ashish Mehta**	Non-Executive Director	5	5	Yes
Jenish Ketan Shah*	Non-Executive Director	11	11	Yes

Changes during the Year / Post-Year End

Ms. Satnder Kaur Sehra resigned as Independent Director w.e.f. April 23, 2025.

**Mr. Parth Ashish Mehta resigned as Non-Executive Director w.e.f. July 15, 2025,

**Mr. Jenish Ketan Shah was appointed as Non-Executive Director w.e.f. July 15, 2025

**Mr. Dhiraj Kumar Ahuja was appointed as Independent Director w.e.f. July 15, 2025.

Ms. Pratibha Kumari Bharadia ceased to be Company Secretary w.e.f. December 31, 2025 and Mr. Ankur Pravin Gala was appointed as Company Secretary & Compliance Officer w.e.f. January 1, 2026.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Act to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulation.

Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act. These declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body and have maintained their registration with the database of the Indian Institute of Corporate Affairs (IICA).

The Board based on thorough evaluation, is of the opinion that all independent directors consistently demonstrate integrity, expertise, and experience, significantly contributing to the governance of the Company. Additionally, all directors of the Company have confirmed that there are no disqualifications against them for appointment as directors, in accordance with Section 164 of the Act.

BOARD COMMITTEES:

Details of the Board Committees and other related information are provided hereunder:

Audit Committee

Name	Position in the Committee
Purvi Mahesh Gupta	Chairman
Ankit Kumar	Member
Kaushik Sobhagchand Shah	Member

Nomination and Remuneration Committee

Name	Position in the Committee
Dhiraj Kumar Ahuja*	Chairman
Ankit Kumar	Member
Purvi Mahesh Gupta	Member

Stakeholders Relationship Committee

Name	Position in the Committee
Dhiraj Kumar Ahuja*	Chairman
Ankit Kumar	Member
Ketan Sobhagchand Shah	Member

*Re-constitution of Committees w.e.f. July 15, 2025

CSR Committee

Name	Position in the Committee
Kaushik Sobhagchand Shah	Chairman
Ketan Sobhagchand Shah	Member
Purvi Mahesh Gupta	Member

The Company Secretary of the Company acts as the Secretary of all Board Committees.

AUDIT COMMITTEE:

BRIEF DESCRIPTION OF TERMS OF REFERENCE

Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

Changes, if any, in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment by management;

Significant adjustments made in the financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any related party transactions;

Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

Review and monitor the auditors independence, performance and effectiveness of audit process.

Approval or any subsequent modification of transactions of the company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

Discussion with internal auditors any significant findings and follow up there on.

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

To review the functioning of the Whistle Blower mechanism.

Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Carrying out any other functions required to be carried out by the Audit Committee as contained in the Listing Regulations or any other applicable law, as and when amended from time to time.

During the year under review, there have been 4 meetings of Audit Committee.

B) NOMINATION AND REMUNERATION COMMITTEE:

BRIEF DESCRIPTION OF TERMS OF REFERENCE

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of Independent Directors and the Board;

Devising a policy on Board diversity

Identifying people who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend their appointment to the Board.

During the year under review, there was 2 meetings of Nomination and Remuneration Committee.

Companys Policy On Directors Appointment and Remuneration:

The Nomination & Remuneration Committee (NRC) has adopted a policy which, inter-alia, deals with the manner and selection of Board of Directors and Key Managerial Personnel and their remuneration.

Criteria Of Selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board.

In case of appointment of Independent Directors, the NRC shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

The NRC shall ensure that candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The NRC shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:

Qualification, expertise and experience of the Directors in their respective fields;

Personal, Professional or business standing.

Performance Evaluation

Pursuant to the provisions of the Act, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Observations of Board evaluation carried out for the year: No observations.

Previous years observations and actions taken: Since no observations were received, no actions were taken.

Proposed actions based on current year observations: Since no observations were received, no actions were taken.

Remuneration of The Directors / Key Managerial Personnel (KMP) / Employees:

Particulars	Kaushik Sobhagchand Shah, Managing Director	Ketan Sobhagchand Shah, Whole-Time Director & CFO
Salary	12,00,000	12,00,000
Contribution to Provident & Other Funds	-	-
Gratuity	-	-

The details of remuneration paid / payable to Key Managerial Personnel is as under:

Particulars	Pratibha Kumari Bharadia, Company Secretary
Salary	1,80,655.00
Contribution to Provident & Other Funds	1,368.00
Gratuity	-

The details of sitting fees paid / payable to Non-Executive Directors is as under:

Particulars	Purvi Mahesh Gupta, Independent Director	Satnder Kaur Sehra, Independent Director	Ankit Kumar Yadav, Independent Director	Parth Ashish Mehta, Non-Executive Director
Salary	-	-	-	24,388
Contribution to Provident & Other Funds	-	-	-	-
Gratuity	-	-	-	-

STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

A detailed statement is enclosed as Annexure 1 of the Report.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANYS HOLDING OR SUBSIDIARY COMPANY:

As the company does not have any Holding or Subsidiary Company as on the date of end of financial year, the provisions of this Section do not apply to the company.

9. AUDITORS

Statutory Auditors

The Company appointed M/s Ratan Chandak & Co LLP, FRN 108696W/101028 for five years from the Fifth Annual General Meeting till the conclusion of Tenth Annual General Meeting.

Cost Record

The Central Government has not specified the maintenance of cost records under Section 148(1) of the Act, for the products/services of the Company.

Internal Auditors

During the year under review, M/s Vishal Shethiya & Associates, Chartered Accountants had been appointment as Internal Auditor of the Company for FY.2024-25.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D Maurya & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the FY 2025-26. The Report of the Secretarial Audit Report is annexed herewith as Annexure 2

Pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Company wishes to appoint M/s D Maurya & Associates, Company Secretaries in Practice as Secretarial Auditor for a period of five years.

10. DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors report, no fraud u/s 143(12) reported by the auditor.

11. STATEMENT OF DEVIATION OR VARIATION(S) FOR PUBLIC ISSUE:

There is no deviation or variation in utilization of fund raised through public issue as mentioned in Offer Letter dated December 23, 2024.

12. BOARDS COMMENT ON THE AUDITORS REPORT

Comments of the Auditor in their report and the notes forming part of the Accounts are self-explanatory and need no comments.

13. PARTICULARS OF LOANS, INVESTMENT AND GUARANTEE

The Company has not made any Investment, given guarantee and securities during the year under review. Therefore, no need to comply provisions of section 186 of Companies Act, 2013.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were related party transactions that were entered into during the financial year ended March 2026. The said transactions were done on arms length basis and approval of the same was taken in Audit Committee and Board. The Company did not enter into any materially significant related party transactions, which had potential conflict with the interest of the Company at large. Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure 3 to this Report. The Board of Directors have approved a policy of related party transactions which has been uploaded on the website of the Company at 

15. DEPOSITS

The Company has not accepted any deposits during the year under review.

16. TRANSFER TO RESERVE

The Board of Directors of your Company, has decided to transfer 816.40 (in lakhs) to the Reserves for the year under review.

17. DIVIDEND

Reserves:  The Board proposes to retain the profit after tax in the Statement of Profit and Loss account. Total Reserves and Surplus as at March 31, 2026 stood at 5,631.70 Lakhs (including Securities Premium of 2,694.27 Lakhs).

Dividend:  Directors recommend a final dividend of 0.50 paise per Equity Share of Face Value of 10/- subject to approval of shareholders in Annual General Meeting.

18. MATERIAL CHANGES AND COMMITMENTS, IF ANY, FINANCIAL POSITION OF THE COMPANY FROM THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the Company which have occurred after March 31, 2026 till the date of this report.

19. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT POLICY AT WORKPLACE

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaint during the year 2025-26.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. Foreign Exchange earnings and Outgo

(? in Lakh)

Earnings	Outgo
-	-

21. RISK MANAGEMENT POLICY

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided as required under the provisions of Section 134(3) (n) as under:

The company has established a risk management policy commensurate with the size and pursuant to the nature of business of the company. The Company is also in the process of skill development of the employees to improve the quality and efficiency.

The operational risks of fire and accidents etc are mitigated through insurance cover, safety norms and continued training to employees. Further, the company has entered into a Debtors Insurance Contract with a leading Insurance Company which covers the entire risk of non-realization of debtors.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company meets the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Company has constituted Corporate Social Responsibility Committee w.e.f. April 22, 2024 with following members:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Kaushik Sobhagchand Shah	Managing Director	Chairman
Mr. Ketan Sobhagchand Shah	Whole Time Director	Member
Ms. Purvi Mahesh Gupta	Non-Executive Independent Director	Member

CSR Expenditure & Transfer Obligation:

Gross Amount required to be spent during FY 2025-26: ?18.30 Lakhs.

Amount spent during FY 2025-26: Nil (?0.00).

Unspent Balance / Liability as at March 31, 2026: ?18.30 Lakhs.

CSR Disclosure Note:

During the Financial Year 2025-26, the Company incurred a CSR liability of ?18.30 Lakhs pursuant to Section 135(5) of the Companies Act, 2013. The said amount remained unspent as on March 31, 2026. The Board of Directors confirms that the unspent CSR obligation of ?18.30 Lakhs pertains to ongoing/other-than-ongoing CSR activities and shall be transferred to a Fund specified under Schedule VII to the Companies Act, 2013 within the statutory timeline (i.e., within six months from the end of the financial year / prior to September 30, 2026) in strict compliance with the provisions of Section 135(5) / 135(6) of the Act and applicable CSR Rules.

The Disclosure of CSR expenditure is annexed in Annexure 4

23. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure 5.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

25. COMPLIANCES WITH SECRETERIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

26. INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not received any application made by financial creditor, operational creditor and corporate debtor itself and does not have any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

27. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of BSE, the provisions of Corporate Governance are not applicable on the Company.

28. DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

The Company has not done any one time settlement during the year, hence the clause is not applicable.

29. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) Systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

30. ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

BY ORDER OF THE BOARD OF DIRECTORS FOR LEO DRYFRUITS & SPICES TRADING LIMITED

KETAN SOBHAGCHAND SHAH	KAUSHIK SOBHAGCHAND SHAH
DIN: 07503685	DIN: 09484633
WHOLE-TIME DIRECTOR & CFO	MANAGING DIRECTOR
PLACE: NAVI MUMBAI	PLACE: NAVI MUMBAI
DATE: 30 May 2026	DATE: 30 May 2026

Annexure-1

STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1.02 crore or above per annum.

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2025-26, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Director/ Key Managerial Personnel	Designation	% Increase in Remuneration in the year 2025-26	Ratio of Remuneration to Median remuneration of employee
Kaushik Sobhagchand Shah	Managing Director	0	4.08
Ketan Sobhagchand Shah	Whole Time Director & CFO	0	4.08
Pratibha Kumari Bharadia - up to Dec, 2025	Company Secretary	0	0.82
ANKUR PRAVIN GALA - w.e.f January, 2026	Company Secretary	0	0.98

Notes:

I. Remuneration to Non-executive & Independent Directors includes only sitting fees. II. Increase or decrease in their remuneration is due to increase or decrease in the meetings held/attended during the year. III. The median remuneration of employees of the Company during the financial year was ?24,500/- per month. IV. In the financial year, there was decrease of 18.67% p.m. in the median remuneration of employees; V. There were 79 permanent employees on the rolls of Company as on March 31, 2026. VI. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2025-26 was 29.85% whereas the increase in the managerial remuneration for the same financial year was 0.00% VII. Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. VIII. None of the Directors of the Company are in receipt of any commission from the Company.

As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remuneration of ?1.02 Crores per annum or 8.50 Lakh per month. During the financial year, there is no employee drawing remuneration as above.