Loyal Equipments Ltd Directors Report

To

The esteemed Members of,

Loyal Equipments Limited

Your Directors have pleasure in presenting the 19th (Nineteenth) Annual Report on the business operations and financial performance of Loyal Equipments Limited (the "Company"), together with the Audited Financial Statements of the Company for the financial year ended March 31,2026.

Financial Performance Summary

The Companys financial performance for the financial year ended 31 March 2026, along with that of the previous financial year ended 31 March 2025, is summarized below:

Particulars	FY 2025-26)	FY 2024-25
Revenue from operations	7897.84	530.01
Other income (net)	99.47	41.57
Total Income	7997.31	7571.58
Operating expenditure before Finance cost, depreciation and amortization	6671.15	5890.51
Earnings before Finance cost, depreciation and amortization (EBITDA)	1326.16	1681.07
Less: Depreciation and amortization expense	273.97	236.34
Less: Finance costs	178.91	85.95
Profit before tax (PBT)	873.28	1358.78
Less: Current Tax	192.55	311.48
Less: Deferred tax Liability (Asset)	7.36	(18.89)
Profit after tax	673.37	1066.20
Less: Other Comprehensive Income	0.00	(0.20)
Total Comprehensive Income	668.21	1066.00

Operation & Review

The key aspects of the Companys performance during the financial year 2025-26 are as follows:

• For the financial year ended 2025-26, the Companys revenue from operations reached Rs.7,897.84 lakhs.

This represents an increase of 4.88% compared to the revenue of Rs.7,530.01 lakhs recorded in the previous financial year, 2024-25.

• The Companys EBITDA decreased to Rs.1,326.16 lakhs during FY 2025-26 from Rs.1,681.07 lakhs in FY 202425, representing a year-on-year decrease of 21.11%.

• The Profit After Tax (PAT) stood at Rs.673.37 lakhs for FY 2025-26 as against Rs.1,066.20 lakhs in FY 2024-25, representing a year-on-year decrease of 36.85%.

RISK MANAGEMENT AND INTERNAL CONTROL

The Company recognizes that risk is an integral part of its business and is committed to managing risks proactively and efficiently. The Company periodically identifies, assesses, and monitors financial, operational, legal, and other business risks through established procedures, including audits, inspections, and internal reviews.

Based on the assessment undertaken by the Board, there are no risks that, in its opinion, may threaten the existence or continuity of the Company. The Company has adequate internal financial controls commensurate with the nature and scale of its operations, and such controls are reviewed and monitored at regular intervals to ensure their effectiveness.

DIVIDEND

In order to conserve resources and strengthen the financial position of the Company for future growth opportunities, the Board of Directors has not recommended any dividend for the financial year 2025-26.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Further, Details of outstanding and unclaimed dividends, previously declared and paid by your Company, are given under the Corporate Governance Report, which forms part of this Annual Report.

SHARE CAPITAL

a. ) Authorized Capital

During the Financial Year under review, there was no change in the Authorized Share Capital of the Company. As at March 31,2026, the Authorized Share Capital of the Company stood at Rs. 15,00,00,000 (Rupees Fifteen Crore Only), divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs.10 (Rupees Ten Only) each.

b. ) Issued/Subscribed/Paid up Capital:

During the Financial Year under review, there was no change in the Issued, Subscribed and Paid-up Share Capital of the Company. As at March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 10,79,00,000 (Rupees Ten Crore Seventy-Nine Lakh Rupees Only), divided into Rs. 1,07,90,000 (One Crore Seven Lakh Ninety Thousand) Equity Shares of Rs.10 (Rupees Ten Only) each.

Further during the year, the Company has not issued any equity share with differential voting rights hence the disclosure under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve account during the reporting period.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companys approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

QUALITY INITIATIVES

The Company is committed to the highest level of quality and continuous improvement programme are organized at all the level.

INFORMATION ABOUT HOLDING / SUBSIDIARIES / ASSOCIATE COMPANY

The Company doesnt have any Holding, Subsidiary and Associate Company as on March 31, 2026.

MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitments 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 relates and the date of the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Companys Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business.

The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/Committee meetings are convened by giving appropriate notice well in advance to help them plan their schedule and ensure meaningful participation in the meetings.

The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in this regard. The Board of Directors of the Company comprises of six Directors, consisting of three Independent Directors and three Executive Directors including two Whole Time Director (Women Director) & one Managing Director as on March 31, 2026 who brings in a wide range of skills and experience to the Board.

The composition of Board of the Company as on March 31,2026 is as under:

Name of the Director	Designation	DIN
Mr. Alkeshkumar Patel	Chairman and Managing Director	02672297
Ms. Helena Alkeshkumar Patel	Whole-Time Director	09296895
Ms. Hemaben Rameshchandra Patel	Whole-Time Director	10644176
Mr. Pradeep Kumar Agarwal	Non-Executive Independent Director	10209096
Mr. Sharad Vyas	Non-Executive Independent Director	09088517
Mr. Vikas Sharma	Non-Executive Independent Director	03354570

All independent Directors have furnished declarations pursuant to Section 149(7) of the Act, affirming their adherence to the criteria of independence as stipulated under Section 149(6) of the Act.

Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the Corporate Governance Report forming part of this report.

Appointment, Re-appointment and Cessation of Directors

During the financial year under review, the following change took place in the composition of the Board of Directors of the Company

1. Re-appointment of Mr. Alkeshkumar Patel as Managing Director

The Board of Directors, at its meeting held on September 03, 2025, approved the re-appointment of Mr. Alkeshkumar Patel (DIN: 02672297) as Managing Director of the Company for a further period of five years from September 03, 2025 to September 02, 2030, which was subsequently approved by the Members at the 18th Annual General Meeting held on September 30, 2025, along with the increase in the overall limit of remuneration payable to him.

Accordingly, Mr. Alkeshkumar Patel continues to hold office as Chairman-cum-Managing Director of the Company and is not liable to retire by rotation.

2. Appointment And Regularisation of Mrs. Hemaben Rameshchandra Patel (DIN: 10644176)

Mrs. Hemaben Rameshchandra Patel (DIN: 10644176) was appointed as an Additional Director in the Executive category with effect from November 02, 2024, and her appointment as Whole-Time Director was subsequently approved and regularized by the Members at the 18th Annual General Meeting held on September 30, 2025, for a term of five years from September 30, 2025 to September 29, 2030. She is liable to retire by rotation, and the Members also approved the increase in the overall limit of remuneration payable to her.

3. Appointment and Regularisation of Independent Directors

Mr. Vikas Sharma (DIN: 03354570), Mr. Pradeep Kumar Agarwal (DIN: 10209096) and Mr. Sharad Vyas (DIN: 09088517) were appointed by the Board as Additional Directors in the category of Non-Executive Independent Directors with effect from September 03, 2025.

Their appointments were subsequently approved and regularised by the Members at the 18th Annual General Meeting held on September 30, 2025, for a term of five consecutive years commencing from September 03, 2025 to September 02, 2030. They are not liable to retire by rotation.

4. Cessation of Independent Directors

Mr. Babubhai Bhulabhai Patel (DIN: 00116495), Mr. Girish Nathubhai Desai (DIN: 02824731) and Mr. Kalpesh Lalitchandra Joshi (DIN: 07210197), Independent Directors of the Company, completed their second term as Independent Directors and ceased to be Directors of the Company with effect from September 03, 2025. The cessation of the aforesaid Directors was taken on record by the Board at its meeting held on September 03, 2025.

The Board placed on record its sincere gratitude and appreciation for the valuable contribution, guidance, support and services rendered by Mr. Babubhai Bhulabhai Patel, Mr. Girish Nathubhai Desai and Mr. Kalpesh Lalitchandra Joshi during their respective tenures as Independent Directors of the Company.

5. Retirement by Rotation and Subsequent Re-Appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Ms. Hemaben Rameshchandra Patel (DIN: 10644176), is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, have offered himself for re-appointment.

The proposal for his re-appointment forms part of the Notice convening the AGM. A brief profile and additional details pertaining to Ms. Hemaben Rameshchandra Patel have also been provided in the Notice for shareholders reference and consideration.

Key Managerial Personnel

In terms of the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendments thereunder), the Key Managerial Personnel ("KMPs") of the Company as on the date of this report, are as under:

Name of the KMP	Designation
Mr. Alkeshkumar Patel	Chairman and Managing Director
Ms. Helena Alkeshkumar Patel	Whole-Time Director
Ms. Hemaben Rameshchandra Patel	Whole-Time Director
Mr. Amitkumar Chandubhai Patel	Chief Financial Officer
Mrs. Neha Jangid	Company Secretary

Further, during the year under review; Mr. Rishi Roop Kapoor was appointed as the Chief Executive Officer ("CEO") of the Company with effect from May 06, 2025. Subsequently, he tendered his resignation from the position of CEO, which became effective from the close of business hours on February 28, 2026. Accordingly, he ceased to be the CEO of the Company with effect from February 28, 2026.

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, the Board of Directors of the Company met 6 (Six) times, i.e., on May 09, 2025, August 08, 2025, September 03, 2025, November 14, 2025, February 13, 2026 and March 06, 2026.

The intervening gap between any two consecutive meetings of the Board was within the prescribed statutory limits and was in compliance with the applicable provisions of the Companies Act, 2013, the Rules made thereunder, the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the meetings of the Board of Directors held during the financial year and the attendance of the Directors thereat are set out in the Corporate Governance Report, which forms an integral part of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, read with Section 178(2) of the Companies Act, 2013, the applicable provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has carried out an annual evaluation of the performance of the Board as a whole, its Committees and individual Directors.

The evaluation process was carried out in accordance with the Policy for Performance Evaluation of Independent Directors, the Board, its committees and other Directors adopted by the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairperson and Non-Independent Directors was carried out by the Independent Directors at their separate meeting, in accordance with the applicable provisions of Schedule IV to the Companies Act, 2013 and the SEBI Listing Regulations.

The evaluation process considered various parameters, including the composition and effectiveness of the Board, experience and competencies of Directors, participation and contribution of Directors, governance practices, quality of deliberations, oversight and strategic guidance, and the overall contribution of the Directors towards the effective functioning and strategic direction of the Company.

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has specified the manner for effective evaluation of the performance of the Board, its Committees and individual Directors. The evaluation criteria adopted by the Company cover, inter alia, knowledge, skills, experience, participation, contribution, independence of judgement, understanding of the Companys business and regulatory environment, and adherence to applicable governance standards.

In accordance with Section 134(3)(p) of the Companies Act, 2013, the Board has evaluated the performance of the Board, its Committees and individual Directors. The Independent Directors, at their separate meeting, also evaluated the performance of the Non-Independent Directors and the Board as a whole, as well as the performance of the Chairperson, taking into consideration the views of the Directors.

The evaluation also included consideration of the quality, quantity and timeliness of the flow of information between the Management and the Board, enabling the Board to effectively discharge its duties and responsibilities.

The details of the performance evaluation process, including the criteria adopted for evaluation of the Board, its committees and individual Directors, are provided in the Report on Corporate Governance, forming part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee selects the candidates to be appointed as the Director on the basis of the requirement and enhancing the competencies of the Board.

The current policy is to have a balance of Executive, Non- Executive and Independent Directors to maintain the independence of the Board and to separate the functions of governance and management. The composition of Board of Directors during the year ended 31st March, 2026 is in conformity with Regulation 17 of the SEBI Listing Regulations, 2015 read with Section 149 of the Companies Act, 2013.

The Company has policy, namely Nomination and Remuneration Policy, to govern directors appointment, including criteria for determining qualifications, positive attributes, independence of a director, remuneration to the directors and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013. The same is available on the website of the Company at https://lovaleauipments.com/wp-content/uploads/2026/04/Nomination and Remuneration-Policy.pdf

AUDIT COMMITTEE

Audit Committee has been constituted by the Board in accordance in accordance with the applicable provisions and the primary objective is to monitor and supervise the financial reporting, to ensure accurate and timely disclosures, transparency, integrity and quality of financial reporting. The meetings of Audit committee are detailed in Corporate Governance Report annexed with this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013. The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report. The meetings of Stakeholders Relationship Committee are detailed in Corporate Governance Report annexed with this Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the committee are Independent Directors. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report. The meeting of Nomination and Remuneration Committee is detailed in Corporate Governance Report annexed with this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As required under Section 135 of the Companies Act, 2013, the Company had spent Rs. 20.21 Lakhs/- on Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects and Supplies participants of Educational Assistance Program and Alternative Learning System for street children as CSR expenditure for the financial year ended 2025-26.

The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year 2025-26 by Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure D to this report.

STATUTORY AUDITORS

M/s A Y and Company, Chartered Accountants, Jaipur (Registration no. 020829C), re-appointed as the Statutory Auditors of the Company for a second term of five years in previous Annual General Meeting to hold office from the conclusion of the17^th Annual General Meeting till the conclusion of the 22^nd Annual General Meeting to be held in the FY 2028-29.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, M/s. MSV & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditor of the Company for the Financial Year 2025-26.

However, after the closure of financial year, they tendered their resignation vide their letter dated September, 05, 2026 with immediate effect, as Secretarial Auditor of the company due to existing professional commitments, the volume and nature of assignments presently undertaken by their firm, and the resulting professional and capacity constraints thereby causing a casual vacancy in the office of the Secretarial Auditor.

Accordingly, Pursuant to Regulation 24A(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable provisions of Companies act, the Board at its meeting held on September 05, 2026 based on recommendation of the Audit Committee, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., has approved the appointment of M/s. Mittal V. Kothari & Associates, a peer reviewed firm (Peer Review Certificate No. 4577/2023) as Secretarial Auditor of the Company for a term of one (1) year from FY 202627, to fill the casual vacancy arising due to the resignation of M/s. MSV & Associates, subject to the approval of shareholders, at the ensuing 19th Annual General Meeting.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, issued by M/s. MSV & Associates, forms part of this Annual Report as Annexure E.

The said Report does not contain any qualification, reservation, adverse remark or disclaimer. However, there have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Observation of Secretarial Auditor	Company Reply
1. The Company has not intimated to stock exchange about Resignation of Mr. Rishi Roop Kapoor, Chief Executive Office (KMP) within prescribed period under regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The resignation letter was received on February 28, 2026, which was also the effective date of resignation. The Compliance Officer was on pre-approved leave on that date, followed by intervening non-working days and holidays.
	Accordingly, the resignation could be formally processed upon resumption of office, and the requisite disclosure was made to the Stock Exchange on March 06, 2026.
	The Company regrets the delay, which was not deliberate or intentional, and has strengthened its internal processes to ensure timely compliance with the disclosure requirements under the applicable SEBI Listing Regulations.
2. There was a delay in submission of the intimation regarding closure of the Trading Window by the Company, pursuant to the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.	The Company has taken note of the observation. The delay in submission of the intimation regarding closure of the Trading Window was inadvertent. The Company has taken necessary steps to strengthen its compliance monitoring process and internal coordination to ensure timely compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to avoid recurrence of such instances.
3. The Company has made delay in filing certain e- forms for the financial year 2025-26 and the Company has submitted e-forms with additional fees during the financial year.	The Company has taken note of the observation. Certain statutory e-forms for the financial year 2025-26 were filed with additional fees due to inadvertent delays in completion of the filing process. The Company has taken necessary measures to improve its statutory compliance calendar and monitoring mechanism to ensure timely filing of all applicable e-forms and to minimize the possibility of such delays in the future.
4. The tenure of Mr. Babubhai Bhulabhai Patel (DIN: 00116495), Mr. Girish Nathubhai Desai (DIN: 02824731), and Mr. Kalpesh Lalitchandra Joshi (DIN: 07210197) as Independent Directors of the Company elapsed/completed on June 10, 2025.	The Company has taken note of the observation regarding the continuation of Mr. Babubhai Bhulabhai Patel, Mr. Girish Nathubhai Desai and Mr. Kalpesh Lalitchandra Joshi as Independent Directors beyond June 10, 2025. The Company had made diligent efforts to identify and onboard suitable persons possessing the requisite qualifications, expertise and independence criteria prescribed under Section 149 of the Companies Act, 2013 for appointment as Independent Directors.
However, the aforesaid Directors continued to act and hold office as Independent Directors of the Company until September 3, 2025. Accordingly, the continuation of the aforesaid Directors as Independent Directors of the Company beyond June 10, 2025 was not in compliance with Section 149 of the Companies Act, 2013.
	However, despite such efforts, suitable candidates could not be identified and onboarded immediately upon expiry of the tenure of the aforesaid Directors. During the intervening period, the aforesaid Directors continued to render their services to the Company until September 3, 2025. The Company has taken note of the matter and has strengthened its processes for timely identification and appointment of Independent Directors to ensure compliance with the applicable provisions of the Companies Act, 2013.

INTERNAL AUDITORS

Your Company has appointed J.M Patel & Bros, Chartered Accountant as an Internal Auditor. During the year the company continued to implement their suggestion and recommendations to improve the control environment. Their scope of work includes review of process for safeguarding of assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

MANAGEMENT AND DISCUSSION ANALYSIS REPORT

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in an Annexure C forming part of this Annual Report.

DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesnt fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2026, are set out in the Financial Statements of the Company.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the Companys website at https://www.lovaleauipments.com.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the

Company formulated Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March, 2026.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2025-26, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
No. of Complaints filed during the financial year	Nil
No. of Complaints disposed of during the financial year	Nil
Number of cases pending beyond 90 days	Nil
Number of complaints remaining unresolved at the end of the financial year	Nil

TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business and were in compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Companys Policy on Related Party Transactions. The Company obtains omnibus approval from the Audit Committee for Related Party Transactions which are repetitive in nature and are entered into in the ordinary course of business.

Prior approval of the Audit Committee and the Board is obtained for all related party transactions. The details of all existing related party transactions are placed on a quarterly basis before the Audit Committee and the Board for review. Further, no related party transaction was entered into during the year that could be considered prejudicial to the interests of minority shareholders & of the company at large.

There were no material contracts, arrangements or transactions entered during financial year 2025-26 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC- 2 is not applicable to the Company for the financial year 2025-26 and hence does not form part of this report. All the related party transactions entered by the company forms part of Notes to the Financial Statements.

The Policy on Related Party Transactions is available on your Companys website and can be accessed at https://lovalequipments.com/investor-relation/policies/.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on website of the Company and can be viewed at http://www.loyaleauipments.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Our board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in Corporate Governance. Also endeavour to enhance long term shareholder value and respect minority rights in all our business decisions. The Report on Corporate Governance, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report as Annexure F.

A Certificate from the MD and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the ratio of the remuneration of each director to the median remuneration of the employees is annexed to this Report as Annexure A.

Further, the information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the said Rules, in respect of the top ten employees in terms of remuneration drawn and other particulars of employees, is not applicable to the Company during the year under review. Accordingly, no separate annexure in this regard has been included as part of this Report.

DEPOSITS FROM PUBLIC

During the financial year ended March 31,2026, the Company has not accepted deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 and the Rules framed there under and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

a) in the preparation of the annual financial statements, applicable accounting standards have been followed and there are no material departures from the said standards;

b) such accounting policies have been selected and applied consistently and judgments and estimates made 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 31,2026 and of the profit of the company for the year ended on that date;

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls are in place and are adequate and are operating effectively; and

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

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure B.

REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in boards report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company future operations.

MATERIAL CHANGES AND COMMITMENT, 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 STATEMENT RELATED AND THE DATE OF REPORT

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2026 to the date of signing of the Boards Report.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

PREVENTION OF INSIDER TRADING

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the https://loyalequipments.com/

THINK GREEN, GO GREEN INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative of Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to those shareholders whose email ids were already registered with the respective Depository Participants (DPs) and who have not opted for receiving such documents in physical form.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective member and take part in the Green Initiative of the Company, for receiving electronic communications and support the "THINK GREEN, GO GREEN" initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the Notice of AGM.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014. The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices. Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee ("NRC") has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms its adherence to the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. We are committed to upholding the rights and welfare of our women employees by ensuring compliance with all applicable statutory obligations related to maternity benefits, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

CAUTIONARY NOTE

Statements in this Boards Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period Company has not accepted loan/borrowing from its director.

OTHER DISCLOSURES

The Board state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

2) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

3) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option;

4) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

5) During the year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

6) There was no revision of financial statements and Boards Report of the Company during the year under review.

7) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

8) Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made.

9) The Company designate Mr. Alkeshkumar Patel, Managing Director of the Company for providing information to Registrar with respect to beneficial interest in shares pursuant to Rule 9(4) and (7) of the Companies (Management and Administration) Rules,2014.

ACKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.