Maharaja Shree Umaid Mills Ltd Directors Report

The standalone financial statements have been prepared on a historical cost basis except certain items that are measured at fair value as explained in accounting policies.

These standalone financial statements are presented in Indian National Rupee (‘Rs.), which is the Companys functional currency. All amounts have been rounded to the nearest Rs. Lakhs, except when otherwise indicated.

The standalone financial statements of the Company comply in all material aspects with Indian Accounting Standards ("Ind AS") as prescribed under section 133 of the Companies Act, 2013 ("the Act"), read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.

During the year under review, the Company operated across three reportable segments: Textiles, Renewable Energy, and Financing & Investments. The Company recorded a consolidated revenue of Rs.74498.27 Lakhs, EBITDA stood at Rs.13225.27 Lakhs, while Profit Before Tax reached Rs.403.06 Lakhs. Key financial metrics—including EBITDA margin, net profit margin, and interest coverage ratio—showed notable improvement compared to the previous fiscal year.

During the financial year under review, the Textile Division continued to operate in a challenging business environment due to subdued demand, US tariff issues, market competition and rising operating costs. The increase in power tariffs has also impacted operating costs and profitability. Despite the rise in power tariffs, the Organisation has undertaken several innovative measures to reduce energy costs. Several of these initiatives have already been implemented, while others are currently under implementation. During the year, the Company undertook various initiatives towards cost reduction, working capital optimisation and efficiency improvement, including the introduction of contamination-free imported cotton to improve yarn quality, reduction in finance cost and improvement in product realisations, particularly towards the latter part of the year. The Companys export business remained broadly stable during the year, while some new countries and customers were added to further strengthen its market base.

In India, the textile market is projected to reach approximately US350billionby2030,implyingaCAGRofaround10350billionby2030,implyingaCAGRofaround10 1.2 trillion by 2030, growing at a CAGR of around 4%, supported by increasing consumption, demand for value-added products and evolving global sourcing patterns.

Going forward, the Company will continue to focus on initiatives to improve production and operational efficiency, quality and profitability, while pursuing opportunities for product diversification, value addition and cost optimisation. A new solar power project has been undertaken to partially mitigate the impact of increasing power tariffs and improve cost competitiveness. Further, the Company is undertaking upgradation of its ETP/STP to strengthen environmental compliance and processing capabilities. In addition, various projects involving debottlenecking and technology upgradation of preparatory machines are being undertaken to improve operational efficiency, enhance yarn quality, and expand the product mix. The Company is also exploring export opportunities in the fabrics division to further increase its export base. The Company will continue to closely monitor domestic and international market developments and take appropriate measures to strengthen competitiveness and improve operational performance.

The Companys Renewable Energy portfolio comprises a total installed capacity of 105.48 MW, including 25.3 MW of wind energy and 80.18 MW of solar energy projects located in Rajasthan and Maharashtra. This segment is primarily focused on power generation and sale to state utilities under long-term Power Purchase Agreements (PPAs). While power offtake remains secured through these agreements, operational efficiency and optimal generation remain critical to performance.

This division is engaged in strategic investments across immovable properties, Shares & Securities, and structured financing. The Company identifies high-potential assets for medium- to long-term investments, realizing gains through timely divestments. Additionally, the Company extends loans and makes investments both within and outside its group entities.

Disclosure of financials performance of above mention reportable segments has been made in the note no. 46 of the Standalone Financial Statements and forms part of the Annual Report.

To strengthen the financial position of the Company and to conserve the available resources of the Company for future prospects your Directors do not recommend any dividend for the financial year ended 31st March, 2026.

The Board of Directors of the Company do not propose to carry any amount to general reserves for the year under review.

During the year under review, the Authorised Share Capital of the Company stands at Rs. 2,72,24,00,000 (Rupees Two Hundred Seventy Two Crore Twenty Four Lakh ) divided into 26,22,40,000/- (Twenty Six Crore Twenty Two Lakh Forty Thousand) Equity Shares of Rs. 10/- each and 10,00,000 (Ten Lakh) Optionally Convertible Redeemable Preference Shares of Rs. 100/- each.

During the year under review, the paid up Share Capital of the Company stands at Rs. 2,10,58,06,500/- (Rupees Two Hundred Ten Crores Fifty Eight Lakhs Six Thousand Five Hundred Only) divided into 20,05,80,650 (Twenty Crore Five Lakh Eighty Thousand Six Hundred Fifty) Equity Shares of Rs.10/- each and 10,00,000 (Ten Lakh) Optionally Convertible Redeemable Preference Shares (OCRPS) of Rs. 100/- (One Hundred each).

During the year under review, the Company neither issued shares with differential voting rights nor granted any stock options or sweat equity as on 31st March, 2026.

During the year under review, there were no changes in the nature of the business of the Company.

The Honble National Company Law Tribunal ‘(NCLT) Kolkata Bench vide its order dated 16th March, 2026, sanctioned a Scheme of Amalgamation between 20 group companies ("Transferor Companies") with Maharaja Shree Umaid Mills Limited ("Transferee Company") and their respective shareholders and creditors, pursuant to the provisions of section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Scheme") for the amalgamation of the transferor Companies with the transferee Company.

The Scheme became effective on 25th April, 2026 being the Effective Date (the date on which e-Form INC-28 has been filed with the Registrar of Companies at the MCA portal by both transferor and transferee companies as defined under the aforesaid Scheme.

The Scheme has an appointed date i.e., 1st April, 2024, which, inter alia, provides for the amalgamation of Transferor Companies and Transferee Company and upon the Scheme becoming effective, the business of the transferor stands transferred to and vested in the Transferee Company with effect from the appointed date as a going concern, without any further deed or act, together with all the properties, assets, rights, liabilities, benefits, and interest therein, subject to any existing lien, which shall be deemed to be modified subject to the provisions of the Scheme.

(a) The Honble National Company Law Tribunal (NCLT) at Kolkata Bench vide its order dated 16th March, 2026, sanctioned a Scheme of Amalgamation between 20 group companies ("Transferor Companies") with Maharaja Shree Umaid Mills Limited ("Transferee Company") and their respective shareholders and creditors, pursuant to the provisions of section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Scheme") for the amalgamation of the transferor Companies with the transferee Company.

(b) Kota Establishment has been under closure since 1985 & Honourable Supreme Court of India had upheld the closure during 2011. Subsequently, the Government initiated steps for taking over part of the land & not strictly as per the laws of the Land. The Company has challenged the decisions of the Government for taking over part of the land. Presently the Companys petition is pending before the Honourable High Court of Rajasthan.

The Company has not accepted any deposits from the public/ members under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the aforesaid Scheme of Amalgamation with appointed date 1st April, 2024 sanctioned by the Honble National Company Law Tribunal (NCLT), Kolkata Bench, vide its order dated 16 March 2026, the Company ceased to be a subsidiary of Placids Limited during the year under review.

Also, consequent to the aforesaid Scheme of Amalgamation the following companies became subsidiaries and associates of the Company:

1. Kiran Vyapar Limited

2. The Peria Karamalai Tea & Produce Co. Ltd.

3. Winsome Park Pvt. Limited

4. Sidhidata Tradecomm Ltd.

5. LNB Renewable Energy Limited

6. Sidhidata Power Private Limited (Step down Subsidiary)

7. LNB Realty Pvt. Ltd. (Step down Subsidiary)

8. Shree Krishna Agency Ltd. (Step down Subsidiary)

9. Iota Mtech Limited (Step down Subsidiary)

10. Samay Industries Limited (Step down Subsidiary)

11. Iota Mtech Power LLP (Step down Subsidiary)

12. Pepul Tree Capital Pte Ltd. (Step down Subsidiary)

13. LNB Sustainability Pte Ltd. (Step Down Subsidiary)

14. LNB Renewable Suncity JV (Step Down Subsidiary)

15. Soul Agri Business Co Ltd (Step down Subsidiary)

1. The General Investment Co Ltd.

2. The Marwar Textiles (Agency) Pvt. Ltd.

3. The Indian Cotton Purchasers Ltd.

Also consequent to the aforesaid scheme of Amalgamation, following Companies has ceased to be subsidiaries and associate companies:

1. Subiray Greeneries Pvt. Ltd.

2. Rawaye Greenpark Pvt. Ltd.

3. Akruray Greenhub Pvt. Ltd.,

4. Dakshinay Greenpark Pvt. Ltd.

5. Dakshay Greeneries Pvt. Ltd.

6. Santay Greenfield Pvt. Ltd.

7. Swastine Greenpark Pvt. Ltd.

8. Suruchaye Greeneries Pvt. Ltd.

9. Chakrine Greenfield Pvt. Ltd.

10. Kapilay Greeneries Pvt. Ltd.

11. Jiwanay Greenview Pvt. Ltd.

1. Winsome Park Private Limited

2. Kiran Vyapar Limited

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company consolidating financial statements of its subsidiaries, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiaries and associates as required in Form AOC-1 has been separately annexed hereto. Further, the contribution of these subsidiaries to the overall performance of the Company is provided under Notes to the Consolidated Financial Statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements has been placed on the website of the Company at https://msumindia.com/financials/. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiaries may write to the Company Secretary at the Companys registered office.

The consolidated financial statements have been prepared on a historical cost basis except certain items that are measured at fair value as explained in accounting policies.

These consolidated financial statements are presented in Indian National Rupee (‘Rs.), which is the Companys functional currency. All amounts have been rounded to the nearest Rs. Lakhs, except when otherwise indicated.

The consolidated financial statements of the Company comply in all material aspects with Indian Accounting Standards ("Ind AS") as prescribed under section 133 of the Companies Act, 2013 ("the Act"), read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review, there were no unclaimed dividend for a period exceeding seven years. Accordingly, there was no requirement for transfer of unclaimed dividend & Shares to IEPF Authority according to the provisions of section 124 and 125 of the Companies Act, 2013 and rules thereof.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required under the provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out in the Annexure ‘A to this Report.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on May 29, 2014. The Annual Report on Corporate Social Responsibility (CSR) activities pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in the Annexure ‘B to this Report. The Corporate Social Responsibility Policy is placed on the website of the Company at https://msumindia.com/financials/.

The Company, along with other Group Companies, has set up a Registered Public Charitable Trust named as LNB Group Foundation as implementing agency of the Company to carry out CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

In accordance with the provisions of the Companies Act, 2013, Mr. Amit Mehta (DIN: 01197047), Managing Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as director liable to retire by rotation. The Board recommends his re-appointment at the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors have appointed Mr. Bhavik Harshad Narsana (DIN: 10041603) as an Additional Director (Category- Independent, Non-Executive) of your Company w.e.f. 8th August, 2026, subject to the approval of the members at the forthcoming 86th AGM of the Company. Necessary resolution seeking approval of the members for the appointment of Mr. Bhavik Harshad Narsana has been incorporated in the Notice of the ensuing AGM. Mr. Bhavik Harshad Narsana (DIN: 10041603) has been appointed for a period of 5 (five) consecutive years from the date of his appointment. In the opinion of the Board the aforementioned Directors is person of integrity who possess essential skills, expertise, and competencies in the context of the Companys business for effective functioning and fulfill requisite conditions as per applicable laws. The key skills, expertise and core competencies of the Board of Directors are detailed in the Notice and forms part of this Annual Report.

Brief profile of Mr. Bhavik Harshad Narsana, is furnished in the Notice of the ensuing Annual General Meeting as per Secretarial Standards -2.

During the year under review, Mr. Rajiv Kapasi (DIN: 02208714) ceased as Independent Director of the Company due to completion of his second and final term with effect from 28th September, 2025, pursuant to the provision of the Companies Act, 2013 and rules thereof.

The Board placed on record its sincere appreciation for his contribution towards the success of the Company, during his tenure as a Non-Executive Independent Director on the Board of the Company.

Apart from the aforesaid appointment/re-appointment/cessation, there was no other changes in the composition of the Board of Directors of the Company.

Mr. Lakshmi Niwas Bangur (DIN: 00012617) Chairman & Managing Director of the Company whose term will expire on 10th August, 2026 has been re-appointed by the Board of Directors at their meeting held on 26th May, 2026 on recommendation of the Nomination and Remuneration Committee, Audit Committee for the further period of 3 years w.e.f 11th August, 2026 subject to approval by the shareholders at the ensuing Annual General Meeting. Necessary resolution seeking approval of members for re-appointment of Mr. Lakshmi Niwas Bangur has been incorporated in the notice of the ensuing Annual General Meeting.

Brief profile of Mr. Lakshmi Niwas Bangur, is furnished in the Notice of the ensuing Annual General Meeting as per Secretarial Standards -2.

During the year under review, Mr. Atul Krishna Tiwari has resigned as the Company Secretary of the Company with effect from 6th August, 2025. Upon his resignation, the Board of Directors at their meeting held on 3rd February, 2026 appointed Mr. Sanjeet Kumar Singh as the Company Secretary of the Company with effect from 3rd February 2026.

The Company has received declaration from the Independent Director(s) of the Company declaring that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

During the financial year 2025-26, all Independent Directors of the Company have registered themselves with the Independent Directors Databank as specified under Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of the Independent Director and are independent of the management.

Pursuant to the provisions of the Companies Act, 2013, the Company has adopted the Remuneration Policy with comprehensive procedure on performance evaluation.

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, ethics and compliances, financial reporting process and monitoring activities.

Performance parameters for the Board as a collective body, included parameters like qualification and diversity of Board members, method and criteria for selection of independent directors to ensure independence, availability, appropriateness, clarity of understanding on risk scenarios faced by the Company, existence, sufficiency and appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long-term strategic planning etc. Based on these criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors have reviewed the performance of the Board, its Committees, Chairman and individual Directors, in their separate meeting held without the participation of other Non-Independent Directors and members of management. Based on their review, the Independent Directors, hold a unanimous opinion that the Non-Independent Directors, including the Chairman to the Board are experts with sufficient knowledge in their respective field of activities.

The Board meets at regular intervals to discuss and decide on Company business policy and strategy apart from other Board businesses. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of the Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held at registered office at Kolkata. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, the Board met 4 (Four) times viz., on 26th May, 2025, 11th August, 2025, 11th November, 2025 and 3rd February, 2026. The maximum interval between any two meetings did not exceed the maximum gap provided under the provisions of the Companies Act, 2013.

A separate meeting of Independent Directors of the Company has been conducted on 3rd February, 2026.

There are currently 4 (Four) Committees of the Board, as follows:

A) Audit Committee
B) Stakeholders Relationship Committee
C) Nomination and Remuneration Committee
D) Corporate Social Responsibility Committee

The Audit Committee of the Company comprises of two Independent Directors and one Non-Executive Director as on 31st March, 2026. The details are shown below:

(i) *Mr. Chanchalmal Bachhawat was redesignated as Chairman of the Committee w.e.f 11.08.2025.

(ii) Mr. Rajiv Kapasi ceased as a member of the Committee w.e.f 28.09.2025.

The Company Secretary acts as the Secretary of the Committee.

During the year under review, the Committee met 4 (Four) times viz., on 26th May, 2025, 11th August, 2025, 11th November, 2025 and 3rd February, 2026. The maximum interval between any two meetings did not exceed the maximum gap provided under the provisions of the Companies Act, 2013.

All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

The Stakeholders Relationship Committee of the Company comprises of one Non-Executive Director, one Executive Director and one Independent Director as on 31st March, 2026. The details are shown below:

(i) *Mr. Lakshmi Niwas Bangur was appointed as a member of the Committee w.e.f 11.08.2025.
(ii) **Mr. Chanchalmal Bachhawat was appointed as a member of the Committee w.e.f 07.04.2025.
(iii) Mr. Rajiv Kapasi ceased as a member of the Committee w.e.f 28.09.2025.
(iv) Mr. Yogesh Bangur ceased as member of the Committee w.e.f 31.03.2025.

During the year under review, the Committee met 4 (Four) times viz., on 26th May, 2025, 11th August, 2025, 11th November, 2025 and 3rd February, 2026. The maximum interval between any two meetings did not exceed the maximum gap provided under the provisions of the Companies Act, 2013.

The Nomination and Remuneration Committee of the Company comprises of two Independent Directors and One Executive Director and One Non-Executive Director as on 31st March, 2026. The details are shown below:

(i) *Mr. Kashi Prasad Khandelwal was appointed as member of the Committee w.e.f 11.08.2025.
(ii) Mr. Rajiv Kapasi ceased as member of the Committee w.e.f 28.09.2025.

During the year under review, the Committee met 3 (Three) times viz., on 26th May, 2025, 11th August, 2025 and 3rd February, 2026.

The Nomination and Remuneration Policy of the Company, is appended as Annexure ‘C to this Report.

The Corporate Social Responsibility Committee of the Company comprises of one Executive Director, one Non-Executive Director and one Independent Director as on 31st March, 2026. The details are shown below:

(i) *Mrs. Alka Lakshmi Niwas Bangur was appointed as a member of the Committee w.e.f 07.04.2025.
(ii) Mr. Yogesh Bangur ceased as a member of the Committee w.e.f 31.03.2025.

During the year under review, the Committee met 4 (Four) times viz., on 26th May, 2025, 11th August, 2025, 11th November, 2025 and 3rd February, 2026.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Company (Management & Administration) Rules, 2014 including any amendment thereto, the draft Annual Return for the year ended 31st March, 2026 is available on the website of the Company at the weblink: https://www.msumindia.com/Financials/

The final Annual Return shall be uploaded at the same web link after the same is filed with the Registrar of Companies/Ministry of Corporate Affairs (MCA).

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of the Company.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. As on the date of this Report, the Board has not identified any risks which may threaten the existence of the Company.

The Company has laid adequate internal financial controls, commensurate with the nature, scale and complexity of its operations, in view of the following:

i. Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. There are well-laid manuals for such general or specific authorisation.

ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

iii. Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

iv. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

v. Proper Systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The internal auditor monitors and evaluates the efficacy and adequacy of the internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

The Board of Directors of the Company has established a Vigil Mechanism for internal and external stakeholders, including individual employees, directors and their representatives bodies and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 to report concerns about unethical behaviour, wrongful conduct and violation of Companys Code of conduct or ethics policy. The Whistle Blower Policy has also been posted on the website of the Company at https://msumindia.com/financials/.

The loan given, guarantee given and investment made by the Company during the financial year ended March 31, 2026 are within the limits prescribed under Section 186 of the Act. Further, the details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to financial Statements.

All contracts or arrangements or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis as per section 188 of the Act and are reviewed by the Audit Committee of the Board.

During the year under review, the Company has not entered into contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no transactions are reported in Form no. AOC – 2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules, 2014.

The Policy on Related Party transactions as approved by the Board has been posted on the website of the Company at https://msumindia.com/financials/. Further, suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial Statements.

In compliance with Section 139 of the Companies Act, 2013 read with Rules made thereunder, M/s Kalani & Co. LLP, Chartered Accountants, (Firm Regn. No. 000722C/C400390) were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 85th Annual General Meeting till the conclusion of 90th Annual General Meeting of the Company to be held in calendar year 2030.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for further clarification.

The Auditors Report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost accounting records maintained by the Company in respect of Textile Unit are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed K G Goyal & Associates, Cost Accountants [Firm Registration No. 000024], to audit the cost accounting records of Textile Unit for the Financial Year 2026-2027 on a consolidated remuneration of Rs. 50,000/- (excluding applicable taxes).

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before members in the ensuing Annual General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to K G Goyal & Associates, Cost Auditors, is included in the notice convening ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Vinod Kothari & Company, Practising Company Secretaries, (UIN No. P1996WB042300) to conduct the Secretarial Audit for the Financial Year 2025-26 and their Report on the Secretarial Audit in Form MR-3, is appended to this Report as Annexure ‘D.

There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in the enclosed Secretarial Audit Report for the year under review.

During the year under review, there were no applications made and no proceeding is pending under Insolvency and Bankruptcy Code, 2016.

During the year under review, there was no one-time settlement with any Banks or Financial Institutions. Therefore there was no instance of difference between amount of valuation done at the one-time settlement and the valuation done while taking loan from the banks or financial institution.

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c)and Section 134(5) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies have been selected and applied consistently and judgments and estimates have

been 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 31st March, 2026 and of the profit and loss of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

There have been no frauds reported by the auditors of the Company under sub-section (12) of section 143 of the Companies Act, 2013 (amended from time to time) to the Central Government.

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any complaint from any employee during the financial year 2025-26. The details of complaints of sexual harassment received, disposed of, and pending during the financial year are set out below:

(a) Number of complaints received : NIL
(b) Number of complaints disposed of : NIL
(c) Number of cases pending for more than 90 days : NIL

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employee have been extended the benefits as prescribed under the Act. The Company remain committed to supporting working mothers and promoting a gender -inclusive workplace.

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

The Directors express their gratitude to Financial Institutions, Banks and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank all business associates and all stakeholders for the confidence reposed by them in the Company. The Directors place on records their sincere appreciation to employees of the Company for their unstinted commitment and continued contribution to the Company and hope that they will maintain their commitment to excel in the time to come.