Liotech Industries Ltd Directors Report

To,

The Members of

Liotech Industries Limited Rajkot.

Your directors have pleasure in presenting the Board Report of the Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended March 31, 2026.

FINANCIAL RESULTS:

Financial results of the Company for the year are as under:

(Amount in Lakh)

PARTICULARS	2025-26	2024-25
Revenue from Operations	7008.96	4067.78
Other Income	40.67	0.84
Total Income	7049.64	4068.62
Total Expenses	6199.92	3508.43
Profit before Depreciation, interest & Tax	1039.62	657.05
Less: Interest	46.83	32.02
Depreciation	143.07	64.84
Profit before Tax	849.72	560.19
Less: Provision for Current Taxation	212.54	138.95
Provision for Deferred Tax Liability	5.17	11.89
Current Tax Expense Relating to Prior years	-	(1.43)
Profit After Tax	632.01	410.79

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company has earned total profit (PAT) of Rs. 632.01 Lakhs and total turnover of Rs. 7,008.96 Lakhs during the year commencing from 01^st April 2025 and ending on 31^st March 2026 as compared to Profit incurred of Rs. 410.79 Lakhs and total turnover of Rs. 4,067.78 Lakhs during the previous financial year commenced from 01^st April 2024 and ended on 31^st March 2025.

CHANGE IN NATURE OF BUSINESS

Your Company continues to operate in same business segment during the period under review and there is no change in the nature of the business.

LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and got listed on SME Platform of BSE w.e.f. 24th June 2026. The ISIN No. of the Company is INE0TKX01011.

DIVIDEND

In view of the Companys strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the financial year 2025–26. Your Companys policy on Dividend Distribution is available at http://liotechindustries.in/

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules. During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor was any amount remain unpaid.

TRANSFER TO RESERVES

The Company has transferred the amount of profit to reserve.

INFORMATION ABOUT SUBSIDIARY / JV/ ASSOCIATE COMPANY

As on March 31, 2026, the company does not have subsidiary, Associate or Joint Venture Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Nine (09) meetings of Board of Directors of the Company were held on 17/04/2025, 18/04/2025, 23/04/2025, 26/04/2025, 19/05/2025, 21/05/2025, 12/08/2025, 02/12/2025 & 14/03/2026.

The names of members of the Board, their attendance at the Board Meetings are as under:

S. No.	Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
1	Mr. Hiteshbhai Mansukhbhai Bhuva	9	9
2	Mrs. Hetal Hitesh Bhuva	9	9
3	Mr. Mihir Narayanbhai Vyas	9	9
4	Mr. Amar Manohar Petiwale	9	9

MEETINGS OF INDEPENDENT DIRECTOR

During the year under review, one (01) meeting of Board of Directors of the Company were held on 14/03/2026

S. No.	Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
1	Mr. Mihir Narayanbhai Vyas	1	1
2	Mr. Amar Manohar Petiwale	1	1

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review there is no change in the Directors and KMP of the company.

MEETINGS OF SHAREHOLDERS

During the year under review, Two (2) meetings of Shareholders of the Company were held on as described below:

Sr. No.	Type of the meeting	Date of the meeting
1.	EGM	08.04.2025
2.	AGM	30.09.2025

MEETINGS OF COMMITTEES AUDIT COMMITTEE:

During the financial year 2025-26, the Audit Committee comprised of the following 3 (Three) Directors as members:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mr. Mihir Narayanbhai Vyas	Chairman	Non-Executive Independent Director
Mr. Amar Manohar Petiwale	Member	Non-Executive Independent Director
Mr. Hiteshbhai Mansukhbhai Bhuva	Member	Managing Director

During the period under review, 5 (Five) meeting of the Audit committee was held on 18.04.2025, 26.04.2025, 12.08.2025, 09.12.2025 and 20.03.2026 and necessary quorum was present at this meeting. The details of meetings attended by the Directors are given below:

S. No.	Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
1	Mr. Mihir Narayanbhai Vyas	5	5
2	Mr. Amar Manohar Petiwale	5	5
3	Mr. Hiteshbhai Mansukhbhai Bhuva	5	5

NOMINATION & REMUNERATION COMMITTEE:

During the financial year 2025-26, the Nomination and Remuneration Committee comprised of the following 3 (Three) Directors as members:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mr. Mihir Narayanbhai Vyas	Chairman	Independent Director
Mr. Amar Manohar Petiwale	Member	Independent Director
Mrs. Hetal Hitesh Bhuva	Member	Non-Executive Director

During the period under review, 1 (One) meeting of the Nomination and Remuneration Committee was held on 14.03.2026 and necessary quorum was present at this meeting. All the members of the Nomination and Remuneration Committee are Non-Executive Directors of the Company. The details of meetings attended by the Directors are given below:

S. No.	Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
1	Mr. Mihir Narayanbhai Vyas	1	1
2	Mr. Amar Manohar Petiwale	1	1
3	Mrs. Hetal Hitesh Bhuva	1	1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the financial year 2025-26, the Stakeholders Relationship Committee comprised of the following 3 (Three) Directors as members:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mr. Mihir Narayanbhai Vyas	Chairman	Non-Executive Independent Director
Mr. Amar Manohar Petiwale	Member	Non-Executive Independent Director
Mrs. Hetal Hitesh Bhuva	Member	Non-Executive Director

During the period under review, 1 (One) meeting of the Stakeholders Relationship Committee was held on 14.03.2026 and necessary quorum was present at this meeting. The details of meetings attended by the Directors are given below:

S. No.	Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
1	Mr. Mihir Narayanbhai Vyas	1	1
2	Mr. Amar Manohar Petiwale	1	1
3	Mrs. Hetal Hitesh Bhuva	1	1

WEB LINK OF ANNUAL RETURN, IF ANY

The Annual Return is available on the Companys website at https://liotechindustries.in/.

DEPOSITS

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

SHARE CAPITAL

The Share Capital of the Company is as follows:

1. Authorized Capital

Rs. 4,50,00,000/- divided into 45,00,000 Equity Shares of Rs. 10/- each.

2. Paid Up Capital

Rs. 3,00,00,000/- divided into 30,00,000 Equity Shares of Rs. 10/- each.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

INSURANCE

The properties/assets of the Company are adequately insured.

LOANS, GUARANTEES AND INVESTMENTS

During the period under review company has given loans and advances, as mentioned in Note - 14 of the Auditors Report of the company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year. Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee. The form AOC- 2 is attached as Annexure – I with this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: A. Conservation of energy: i) Steps taken / impact on conservation of energy: Your Company is firmly committed to reduce the consumption of power by introducing more energy efficient technology. The operations of the Company are not energy intensive. However, the Company endeavored to conserve energy consumption wherever feasible. ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil iii) Capital investment on energy conservation equipment: NIL

B. Technology absorption: i) The efforts made towards technology absorption;

No special efforts made towards technology absorption. However, your Company continues its commitment to up the quality by absorbing the latest technology. ii) The benefits derived like product improvement, cost reduction, product development or import substitution; Not Applicable iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- There is no import of technology during last three years. Hence information as required to be provided under rule 9.8 (3) (B) (iii) of Companies (Accounts) Rules, 2014, are nil.

C. Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows, is as under: (in Lakhs)

Particulars	Current year	Previous year
Foreign Exchange earned	NIL	NIL
Foreign Exchange outgo	NIL	NIL

SEXUAL HARASSMENT

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The summary of sexual harassment complaints during the financial year is as follows:

Particulars	Nos.
Number of complaints of sexual harassment received	0
Number of complaints of sexual harassment received	0
Number of cases pending for more than 90 days	0

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. The summary of maternity benefit-related records for the financial year is as follows:

Particulars	Nos.
Number of women employees working	5
Number of women employees eligible for Maternity	0
Benefit
Number of women employees who availed	0
Maternity Benefit

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 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.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2025–26, the Company has not received complaints/queries from shareholders through various channels including the SEBI SCORES platform.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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; and e) Company being unlisted sub clause (e) of section 134 (5) is not applicable. 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.

AUDITORS AND REPORT THEREON:

The Members of the Company, at their 5th Annual General Meeting, appointed M/s. D G M S & Co. (FRN: 112187W), Chartered Accountants, Jamnagar, as the Statutory Auditors of the Company to hold office from the conclusion of the 5th Annual General Meeting until the conclusion of the 10th Annual General Meeting of the Company. The Auditors Report on the accounts of the Company for the accounting year ended March 31, 2026 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. HRU & Associates, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT & OBSERVATIONS

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure II. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor. COST AUDITORS

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2025-26.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal Auditor to conduct the internal audit of the Company. The Internal Auditor periodically reviews the internal control systems and processes of the Company and submits its reports to the management. The observations and recommendations arising from the internal audit are duly considered by the management and appropriate corrective measures are taken, wherever required.

VIGIL MECHANISM

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in Compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The policy is available on the website of the Company at https://liotechindustries.in/ The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said policy at the time of joining the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") are applicable to the Company for the financial year under review. The amount required to be spent by the Company towards CSR activities during the financial year is less than 50 lakh. Accordingly, pursuant to Section 135(9) of the Companies Act, 2013, the Company has not constituted a separate CSR Committee, and the functions of the CSR Committee are being discharged by the Board of Directors. The Company has not formulated a separate CSR Policy. The Board of Directors is responsible for overseeing the CSR activities and ensuring compliance with the applicable provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder. The details relating to CSR activities undertaken and the amount spent by the Company during the financial year are provided in Annexure III to this Report, which forms an integral part of the Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure IV and is incorporated herein by reference and forms an integral part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the independent Directors.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at https://liotechindustries.in/

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has a risk assessment and management framework in place for identification and assessment of various risks associated with its business operations. The management periodically reviews the key business and operational risks and takes appropriate measures for their mitigation and monitoring. Considering the nature and scale of operations of the Company, a separate formal Risk Management Policy has not been formulated by the Company. However, the Company has established appropriate processes for identification, assessment and mitigation of material risks, which are reviewed by the management and the Board of Directors from time to time, as and when required. Further, the Company does not fall under the category of the top 1000 listed entities determined on the basis of market capitalization as at the end of the immediately preceding financial year. Accordingly, the provisions relating to constitution of a Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

PREVENTION OF INSIDER TRADING

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134[3] of the Act and Rule 8 of The Companies [Accounts] Rules, 2014 to the extent the transactions took place on those items during the year.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

		Sd/-
	Sd/-
	Hiteshbhai Bhuva	Hetal Bhuva
Place: Rajkot	Managing Director	Director
Date: 27th August, 2026	DIN: 08764926	DIN: 08948784