Malpani Pipes & Fittings Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of Malpani Pipes And Fittings Limited ( the Company ), along with the audited financial statements, for the financial year ended March 31, 2026.

BUSINESS OVERVIEW

The Company was incorporated as Malpani Pipes And Fittings Private Limited on February 3, 2017 under the provisions of Companies Act,

2013 with the Registrar of Companies, Gwalior with an object to engage in the manufacturing and supply of all type of pipes, fittings and tube products made from ferrous or non-ferrous metals, plastic, rubber or any other material, as well as all types of pipes, fittings and tube products and by-products and the sale, dealing or fabrications of steel and iron or non-ferrous metal and by-products. Products portfolio of the Company includes High-Density Polyethylene (HDPE) Pipes, Medium-Density Polyethylene (MDPE) Pipes, and Linear Low-Density Polyethylene (LLDPE) Pipes, all marketed under the brand name Volstar . The Company has manufacturing plant located in central India i.e. Ratlam, Madhya Pradesh. The plant is well equipped with essential machinery, infrastructure, and an in-house testing facility, which ensures that product conforms to the requisite standards. Since its inception in 2017, the Company has grown significantly from starting with just two machines for pipe manufacturing. The Company now operates 15 production lines with a total installed capacity of 18,000 M.T.P.A. and has continuously expanded its product portfolio to cater to the requirements of the irrigation, water supply, infrastructure, agriculture, telecom and other sectors.

The Company has a strong marketing presence across multiple states in India, including Madhya Pradesh, Maharashtra, Uttar Pradesh, Gujarat, Andhra Pradesh and Rajasthan. The Company distributes its products from its manufacturing unit located at Ratlam, Madhya Pradesh and also from its warehouses located at Bhiwandi and Amravati in Maharashtra.

The Company maintains a strong focus on quality, product compliance and standardization. The Company currently holds a total of 6 BIS Licenses covering its various products. In addition, the Company has obtained ISO 4427 certification for its MDPE Pipes. For its PLB HDPE Telecom Duct Pipes, the Company has obtained TSEC Certification from the Department of Telecommunications (DoT), Government of India, demonstrating its compliance with the applicable technical requirements for telecom duct products.

The Promoter and Managing Director, Mr. Rohit Malpani, is a Master of Business Administration from The ICFAI University, Dehradun. He is Bachelor of Engineering (Instrumentation & Control Engg.) from Rajiv Gandhi Proudyogiki Vishwavidyalaya, Bhopal, University of Technology of Madhya Pradesh. He has been instrumental in manufacturing operations, procurement processes, and provides strategic direction to the company. Mr. Mohit Malpani, our Whole Time Director, leads our distribution, marketing, and sales strategies. Mr. Harsh Malpani, Whole Time Director and Chief Financial Officer, manages the Finance and Accounts department of the Company.

FINANCIAL YEAR 2025-26 AT GLANCE Financial Highlights

Particulars	F.Y. 2025-26	F.Y. 2024-25
Revenue from Operations	16,303.32	14,096.73
Other Income	81.74	78.20
Total Income	16,385.06	14,174.93
Less: Total Expenses before Depreciation, Finance Cost and Tax	14,653.57	12,639.06
Profit before Depreciation, Finance Cost and Tax	1731.50	1,535.87
Less: Depreciation	163.13	131.99
Less: Finance Cost	351.76	315.68
Profit Before Tax	1,216.61	1,088.20
Less: Current Tax	289.55	272.07
Less: Short provision for earlier year	3.53	(0.74)
Less: Deferred tax Liability (Asset)	20.61	9.92
Profit after Tax	902.91	806.95

FINANCIAL PERFORMANCE

During the year under review, the Company has earned total income of 16,385.06 Lakhs as against the total income of 14,174.93 Lakhs of previous year which states 15.59% increase in the total income as compared to previous year. The profit before tax in the financial year 2025-26 stood at 1,216.61 Lakhs as compared to profit of 1,088.20 Lakhs for last year which state 11.80% increase in Profit before tax and net profit after tax stood at 902.91 Lakhs as compared to profit of 806.95 Lakhs for the previous year which state 11.89% increase in profit of the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up both on standalone basis, for the financial year ended March 31, 2026, in accordance with the requirements of the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 and other accounting principles.

DIVIDEND

With a view to conserve and save the resources for future prospect of the Company, your directors regret to declare dividend for the financial year 2025-26 (Previous Year Nil).

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.

NATURE OF BUSINESS

The Company has been engaged in the business of manufacturing and supply of all type of pipes, fittings and tube products made from ferrous or non-ferrous metals, plastic, rubber or any other material, as well as all types of pipes, fittings and tube products and by-products and the sale, dealing or fabrications of steel and iron or non-ferrous metal and by-products. The products portfolio includes High-Density Polyethylene (HDPE) Pipes, Medium-Density Polyethylene (MDPE) Pipes, and Linear Low-Density Polyethylene (LLDPE) Pipes. During the financial year 2025-26, there were no change in nature of the business of the company.

NATURE OF CONSTITUTION

During the financial year 2025-26, there was no change in constitution of the company. Our company is public limited listed on SME platform of BSE Limited.

REGISTERED OFFICE

During the year under review, there was no shifting of registered office of the company. The Registered office of the company is situated at 65-A Sector-B, Industrial Area, Ratlam, Madhya Pradesh, India, 457001.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholders.

SHARE CAPITAL

During the year under review, there were no change in the authorized, subscribed and paid-up share capital of the Company:

Authorized Capital

The Authorized Share capital of the company stood at 12,00,00,000/- (Rupees Twelve Crore Rupees Only) divided into 12000000 (One Crore Twenty Lakh) equity shares of 10/- (Rupees Ten Only). Your Directors 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: A) Issue of equity shares with differential rights B) Issue of sweat equity shares C) Issue of employee stock options D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit Of employees.

Issued, Subscribed & Paid-up Capital

The Present Issued, subscribed and paid-up Capital of the Company is 10,77,75,000/- (Rupees Ten Crore Seventy-Seven Lakh Seventy-Five Thousand Only) divided into 10777500 Equity Shares of 10 each. The entire Paid-up Equity shares of the Company are listed at BSE SME Listing platform.

Details under section 67(3) of the Companies Act, 2013

(hereinafter referred to as the act ) in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Company has the optimum combination of executive and non-executive Directors in compliance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the Articles of Association of the company as also the applicable provisions, if any, of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended. As on date of this report, the Board of the Company comprises of six Directors out of which one is Managing Director, Two are Whole-time director, One is Promoter Non-Executive Director and two are of Non-Promoter Non-Executive Independent Directors. As on the date of this report, the Board comprises following Directors.

		Date of		No. of Committee^		No. of Shares
			Total
Name of Directors	Designation	Appointment at		in which Director	in which Director	held as on
			Directorship
		current term		is Member	is Chairman	March 31, 2026
Mr. Rohit Malpani	Chairman &	August 26, 2024	1	0	0	1431625 Equity
	Managing					Shares
	Director
Mr. Harsh Malpani	Whole-Time	August 26, 2024	2	2	0	1634750 Equity
	Director & CFO					Shares
Mr. Mohit Malpani	Whole-Time	August 26, 2024	1	0	0	1662375 Equity
	Director					Shares
Mrs. Sonal Malpani	Non-Executive	August 21, 2024	1	0	0	490750 Equity
	Director					Shares
Mrs. Neha Somani	Independent	August 21, 2024	1	2	0	Nil
	Director
Mr. Ashesh Agnihotri	Independent	August 21, 2024	1	2	2	Nil
	Director

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act,

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met

11 (Eleven) times viz; May 17, 2025; May 29, 2025; July 30, 2025; August 18, 2025; August 21, 2025; September 04, 2025; November 10, 2025; November 12, 2025; December 19, 2025; December 30, 2025 and March 10, 2026.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

	Mr. Rohit	Mr. Harsh	Mr. Mohit	Mrs. Sonal	Mrs. Neha	Mr. Ashesh
Particulars / Name of Directors
	Malpani	Malpani	Malpani	Malpani	Somani	Agnihotri
Number of Board Meeting held	11	11	11	11	11	11
Number of Board Meetings Eligible to attend	11	11	11	11	11	11
Number of Board Meeting attended	11	11	11	11	11	11
Presence at the previous AGM	Yes	Yes	Yes	Yes	Yes	Yes

Changes in Directors

During the year under review, there was no change in the composition of board of directors of the company.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Mohit Malpani (DIN: 07691981), Whole-time director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

( SEBI Listing Regulations ) and Secretarial Standard II on General

Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the 9th annual general meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Promoter Non-Executive Independent Directors in line with the Companies Act, 2013. In the opinion of the Board of Directors, both Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 10, 2026 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.malpanipipes.com/wp-content/uploads/2024/09/1.-POLICY-ON-TERMS-OF-APPOINTMENT-OF-INDEPENDENT-DIRECTOR.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act,

2013 for financial year 2026-27 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Company s procedures and practices, the website link is https://www.malpanipipes.com/wp-content/uploads/2024/09/5.-FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has appointed Mr. Rohit Malpani (DIN: 08671175) as Chairman & Managing Director of the Company, Mr. Harsh Malpani (DIN: 07691974) as Whole-Time Director & Chief Financial Officer of the Company, Mr. Mohit Malpani (DIN: 07691981) as Whole-Time Director of the Company and Mr. Hariom Patidar is acting as Company Secretary and Compliance Officer of the company. They will be considered as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same; 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 or loss of the Company for that year; c) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and 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.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The constitution of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act,2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014. The Members of the Audit Committee are possessing financial / accounting expertise / exposure.

The Audit Committee s meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Four (4) times during the financial year 2025-26 viz; May 29, 2025; September 04, 2025, November 12, 2025 and March 10, 2026.

			Number of meetings during the financial year 2025-26
		Designation in
Name of Members	Category
		Committee
			Held	Eligible to attend	Attended
Mr. Ashesh Agnihotri	Independent Director	Chairperson	4	4	4
Mrs. Neha Somani	Independent Director	Member	4	4	4
Mr. Harsh Malpani	Whole-Time Director & CFO	Member	4	4	4

The Company Secretary of the Company is acting as Secretary to the Audit Committee. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended). The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board. The role of the audit committee includes the following:

1. Oversight of the company s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

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

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director s Responsibility Statement to be included in the Board s report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval and examine the financial statement and the auditors report thereon;

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

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of our Company with related parties subject to manner prescribed under the Companies Act, 2013;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors; 18. to review the functioning of the whistle blower mechanism; 19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; 20. Carrying out any other function as is mentioned in the terms of reference of the audit committee; 21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision and monitoring the end use of funds raised through public offers and related matters;

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; 23. Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law;

Review of Information by the Audit Committee:

The audit committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

6. Statement of deviations: a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of company s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://www.malpanipipes.com/wp-content/uploads/2024/09/11.-VIGIL-MECHANISMWHISTLE-BLOWER-POLICY-FOR-DIRECTORS-AND-EMPLOYEES-1.pdf

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, the Nomination and Remuneration Committee met Two (2) times viz; September 04, 2025 and March 10, 2026. The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the financial year 2025-26
		Designation in
Name of Members	Category
		Committee
			Held	Eligible to attend	Attended
Mrs. Neha Somani	Independent Director	Chairperson	2	2	2
Mr. Ashesh Agnihotri	Independent Director	Member	2	2	2
Mrs. Sonal Malpani	Non-Executive Director	Member	2	2	2

The terms reference of Nomination and Remuneration Committee are briefed hereunder;

Terms of reference

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

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates. 3. formulation of criteria for evaluation of performance of independent directors and the board of directors; 4. devising a policy on diversity of board of directors; 5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

6. To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Determine whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

8. Recommend to the board, all remuneration, in whatever form, payable to senior management.

9. Recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company. 10. Recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits; 11. Recommending to the Board, all remuneration, in whatever form, payable to senior management; 12. Performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended; 13. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy; 14. Analyzing, monitoring and reviewing various human resource and compensation matters; 15. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; 16. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including; a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; 17. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

? The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

? A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

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

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-à-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.malpanipipes.com/wp-content/uploads/2024/09/6.-NOMINATION-AND-REMUNERATION-POLICY.pdf

Performance Evaluation

Criteria on which the performance of the Independent Directors shall be evaluated are placed on the website of the Company and may be accesses at link https://www.malpanipipes.com/wp-content/uploads/2024/09/6.-NOMINATION-AND-REMUNERATION-POLICY.pdf

Remuneration of Directors

The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company except payment of Sitting Fees for attending the Meetings. Further, criteria for making payment, if any, to non-executive directors are provided under the Nomination and Remuneration Policy of the Company which is hosted on the website of the Company viz; https://www.malpanipipes.com/wp-content/uploads/2024/09/6.-NOMINATION-AND-REMUNERATION-POLICY.pdf During the year under review, the Company has paid remuneration /sitting fees to Directors of the Company, details of which are as under:

Name of Directors	Designation	Salary	Sitting Fees	Commission	Stock Option	Total
Mr. Rohit Malpani	Chairman and Managing Director	12.84	-	-	-	12.84
Mr. Harsh Malpani	Whole-time Director & CFO	12.84	-	-	-	12.84
Mr. Mohit Malpani	Whole-time Director	12.84	-	-	-	12.84

Stakeholders Grievances and Relationship Committee

The Company has constituted Stakeholder s Grievance & Relationship

Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 mainly to focus on the redressal of Shareholders / Investors

Grievances, if any, like Transfer / Transmission / Demat of Shares;

Demat / Remat of Securities; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholders Relationship Committee met One (1) times viz September 04, 2025. The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the financial year 2025-26
		Designation
Name of Members	Category
		in Committee
			Held	Eligible to attend	Attended
Mr. Ashesh Agnihotri	Independent Director	Chairperson	1	1	1
Mrs. Neha Somani	Independent Director	Member	1	1	1
Mr. Harsh Malpani	Whole-time Director & CFO	Member	1	1	1

The Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

Role of Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the following:

1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the company.

6. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

7. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time.

8. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company.

9. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/ dividend warrants, non-receipt of annual report and any other grievance/ complaints with Company or any officer of the Company arising out in discharge of his duties.

10. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them. 11. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time. 12. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting. 13. Such roles as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ( the CSR Committee ) with object to recommend the Board a Policy on

Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following:

? To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;

? To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;

? To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary.

? Any other matter of CSR Committee may deem appropriate after approval of the Board of Directors or as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 or other applicable law. During the year under review, Corporate Social Responsibility Committee met Two (2) times viz September 04, 2025 and March 10, 2026. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities. The Composition of the Corporate Social Responsibility Committee as on March 31, 2026 is as under:

			Number of meetings during the financial year 2025-26
		Designation
Name of Members	Category
		in Committee
			Held	Eligible to attend	Attended
Mr. Rohit Malpani	Chairman & Managing Director	Chairperson	2	2	2
Mr. Ashesh Agnihotri	Independent Director	Member	2	2	2
Mr. Harsh Malpani	Whole-Time Director & CFO	Member	2	2	2

The CSR Policy may be accessed at the web link https://www.malpanipipes.com/wp-content/uploads/2025/09/CSR-Policy.pdf The Annual Report on CSR activities in prescribed format is annexed as an Annexure A. Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Details of Subsidiaries/ Associates/ Joint Ventures

The Company does not have any Subsidiary, Joint venture or Associate Company as of March 31, 2026. However, the board of directors, at its meeting held on May 28, 2026, considered and approved an acquisition of 100% equity shares of M/s. Terex Industries Private Limited (CIN: U25111MP2004PTC017152). Upon such acquisition, M/s. Terex Industries Private Limited shall become Wholly Owned subsidiary of Malpani Pipes & Fittings Limited.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

(a) number of complaints of sexual harassment received in the year 2025-26 = Nil

(b) number of sexual harassment complaints disposed off during the year 2025-26 = Nil

(c) number of sexual harassment cases pending for more than ninety days during the year 2025-26 = Nil

Maternity Benefit Act, 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Utilization of proceeds of Initial Public Offering (IPO)

The Company came with Initial Public Offering of Equity Shares during F.Y. 2025-26. The details of utilization of Initial Public Offering (IPO) issue proceeds as on the date of this report is provided as follows:

	Modified	Original	Modified	Funds	Amount of
						Remarks
Issue proceeds raised during the FY 2025-26	Object,	Allocation	allocation,	Utilized (	Deviation /
						if any
	if any	( in Lakh)	if any	in Lakh)	Variation
Capital Expenditure for purchase of machineries	-	350.00	-	350.00	-	-
Repayment of Debt	-	1700.00	-	1700.00	-	-
General corporate purposes	-	348.36	-	348.36	-	-
Issue related expense	-	193.64	-	193.64	-	-

Web Link of Annual Return

The Annual Return for the financial year 2025-26 is uploaded on the website of the Company and the same is available at https://www.malpanipipes.com/wp-content/uploads/2025/09/MGT-7-2025-26.pdf

Contracts and Arrangements with Related Parties

All the related party transactions are entered on arm s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company s financial statements in accordance with the

Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The policy on Related Party Transactions as approved by the Board is available on website of the company at https://www.malpanipipes.com/wp-content/uploads/2024/09/10.-POLICY-ON-RELATED-PARTY-TRANSACTIONS-.pdf

Material changes and commitment affecting financial position of the Company

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, there are no material changes and commitments, affecting the financial position of the Company, have occurred between the end of financial year of the Company i.e. March 31, 2026 to the date of this Report.

Particular of Employees

The ratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies

Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - B .

Internal Financial Control

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place. Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Maintenance of Cost Records

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to maintain the cost records and accordingly the Company has maintained the Cost record for F.Y. 2025-26. The Board has appointed M/s. Satish Kumar Gupta, Cost Accountants, (Firm Registration No. 101922) as Cost Auditors of your Company for conducting cost audit for FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing AGM. The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and

Company s operations in future.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - C. Statutory Auditors

Provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. KARMA & CO. LLP, Chartered Accountants, Ahmedabad (FRN: 129149), were appointed as Statutory Auditors of the Company in 7th Annual General Meeting held on September 30, 2024 to hold office from the conclusion of that meeting till the conclusion 12th Annual General Meeting (AGM) of the company to be held in the calendar year 2029. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under

Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The

Auditors Report is enclosed with the financial statements in this Annual

Report.

Internal Auditors

The Board of Directors of the Company, in its meeting held on September 04, 2025 has appointed Mr. Aman Jain, Chartered Accountant, as an Internal Auditors to conduct Internal Audit of the Company for the financial year 2025-26. However, due to pre occupancy in other assignments, Mr. Aman Jain has tendered his resignation as Internal Auditor of the company w.e.f. closing business hours of March 10, 2026 and in place of him Mr. Aditya Parwal, Chartered Accountant has been appointed as an internal auditor to conduct Internal Audit of the Company for the financial year 2025-26. Further, the Internal Auditor have presented the observations to the Audit Committee.

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. ALAP & CO. LLP (LLPIN: ACA-1561), Practicing Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report is annexed herewith as Annexure - D .

The Secretarial Auditor s Report does not contain any qualification, reservation or adverse remark.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Loan from Directors

Details of loan accepted from directors are given in the financial statement of the company.

Details of the Designated Officer

Mr. Hariom Patidar, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Insurance

The assets of your Company have been adequately insured.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. The Company has been listed on SME Emerge Platform of BSE and pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report. Although few of the information are provided in this report of Directors under relevant heading. Further, pursuant to first proviso to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025, with effect from April 01, 2025, the provisions of regulation 23 shall be applicable in respect of a listed entity which has listed its specified securities on the SME Exchange and which has either paid up equity share capital exceeding Rupees ten crore or net worth exceeding Rupees twenty five crore, as on the last day of the previous financial year. The provisions of regulation 23 shall be applicable to our Company since the paid-up equity share capital of the Company is exceeding Rupees ten crore pursuant to allotment of shares under IPO on February 01, 2025. Our Company ensures the compliance of Regulation 23 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time within six months from such date.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to

Meetings of the Board of Directors and General Meetings , respectively, have been duly complied by your Company.

Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there has been no one time settlement of loans taken from banks and financial institution.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely

https://www.malpanipipes.com/ containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

General Disclosure

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 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company s operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Annexure A

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2025-26

I. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY

The CSR Policy of the Company aims to contribute towards sustainable development and social welfare by undertaking projects and programmes covered under Schedule VII of the Companies Act, 2013. The main objective of CSR Policy of the Company encompasses the ideas of corporate governance, sustainable wealth creation, corporate philanthropy and advocacy for the goals of the community. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. Our CSR initiatives focus on CSR projects as provided under Schedule VII. The CSR Committee hereby confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and policy of the company. The Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company s website at https://www.malpanipipes.com/wp-content/uploads/2025/09/CSR-Policy.pdf

II. COMPOSITION OF CSR COMMITTEE

Name of Director	Designation	Designation in Committee
Mr. Rohit Malpani	Chairman and Managing Director	Chairperson
Mr. Ashesh Agnihotri	Independent Director	Member
Mr. Harsh Malpani	Whole-Time Director & CFO	Member

During the financial year 2025-26, the Committee met two times and all the Members of the Committee remained present in both the meetings.

III. WEB LINK OF THE WEBSITE OF THE COMPANY FOR

COMPOSITION OF CSR COMMITTEE, CSR POLICY AND CSR PROJECTS APPROVED BY THE BOARD: Composition of CSR committee: https://www.malpanipipes.com/investor-relations/corporate-governance/ CSR Policy and Projects: https://www.malpanipipes.com/wp-content/uploads/2025/09/CSR-Policy.pdf

IV. EXECUTIVE SUMMARY ALONG WITH WEB-LINK(S) OF

IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8, IF APPLICABLE :

Not Applicable for the financial year under review.

V.

Particulars			Amount ( in Lakh)
(a) Average net profit of the company as per sub- section (5) of section 135			794.04
(b) Two percent of average net profit of the Company as per Section 135(5)	15.88
(c) Surplus arising out of the CSR projects or programs or activities of the previous financial years		0.00
(d) Amount required to be set-off for the financial year, if any		1.66
(e) Total CSR obligation for the financial year ((b)+(c)-(d))		14.22

VI.

Particulars	Amount ( in Lakh)
(a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project)	16.00
(b) Amount spent in Administrative Overheads	Nil
(c) Amount spent on Impact Assessment, if applicable	Nil
(d) Total Amount spent for the financial year ((a)+(b)+(c))	16.00

(e) CSR amount spent or unspent for the financial year:

	Amount Unspent
Total Amount Spent for the Financial Year	Total Amount transferred to Unspent CSR Account (Section 135(6))	Amount transferred to any fund specified under Schedule VII (second proviso to Section 135(5))
	Date of Amount transfer	Name of the Fund	Amount	Date of transfer
16.00 Lakh	Not Applicable		Not Applicable

(f) Details of excess amount for set-off are as follows:

Sl. No. Particulars	Amount ( in Lakh)
(i) Two percent of average net profit of the company as per section 135(5)	15.88
(ii) Total amount spent for the financial year	16.00
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.12
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	0.12

VII. Details of unspent CSR amount for the preceding three financial years:

(1) (2)	(3)	(4)	(5)	(6)		(7)	(8)
Sl. No. Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under sub- section (6) of	Balance Amount in Unspent CSR Account under sub- section (6) of	Amount Spent in the Financial Year (	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years	Deficiency, if any
	section 135 ( in lakhs	section 135 ( in lakhs)	in lakhs)	Amount ( in lakhs)	Date of Transfer	( in lakhs )
1. FY-1
2. FY-2				NIL
3. FY-3

VIII.Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial

Year: No

If Yes, enter the number of Capital assets created/acquired: Not applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(1) (2)	(3)	(4)	(5)	(6)
Short particulars of the property or	Pin code of the		Amount of	Details of entity/Authority/ beneficiary of the registered owner
asset(s) [including complete address and location of the property]	property or asset(s)	Date of creation	CSR amount spent	CSR Registration Number, if applicable	Registered Name address
		NOT APPLICABLE

IX. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per Section 135(5): Not Applicable

Annexure - B

PARTICULARS OF EMPLOYEES

(Pursuant to Section 197(12) read with Rules made thereunder)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules made there under

Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: a) The ratio of remuneration of each director to the median remuneration of employees for the financial year and the Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sr. No. Name	Designati on	Nature of Payment	Ratio against median employee \u2019 s remuneration	% Increase
1. Rohit Malpani	CMD	Remuner ation	5.82 : 1.00	0.00
2. Harsh Malpani	WTD	Remuner ation	5.82 : 1.00	0.00
3. Mohit Malpani	WTD & CFO	Remuner ation	5.82 : 1.00	0.00
4. Hariom Patidar	CS	Salary	Not Applicable

CMD Chairman and Managing Director

WTD Whole-Time Director CS Company Secretary WTD & CFO - Whole-Time Director & Chief Financial Officer b) The percentage increase in the median remuneration of employees in the financial year: The median remuneration of the employees in current financial year was decreased by 27.70% over the previous financial year. c) The number of permanent employees on the rolls of the Company:

87 Employees d) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average salary was decreased by 34.69% whereas the average remuneration of the Executive Directors was also decreased by 34.37% over the previous financial year. The increased salary of Executive Directors was in line with the Industry Standard. The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company are as per the Remuneration Policy of the Company.

Annexure - C CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Pursuant to Section 134(3) (m) of the Companies Act, 2013 and rule 8(3) of the Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY:

i. Steps taken or impact on conservation of energy:

Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy are:

o Improved monitoring of energy consumption through smart metering and integration with building management systems;

o Continuously replacing the inefficient equipment with latest energy efficient technology and up gradation of equipment s continually;

o Increasing the awareness of energy saving within the organization to avoid wastage of energy.

ii. Steps taken by the Company to utilize alternate source of energy:

o Enhancing utilization of Renewable Energy Sources.

o Exploring the feasibility of utilization of solar power for plant locations wherever possible.

iii. Capital investment on energy conservation equipment:

o No major investments were made during the year on energy conservation equipment.

B. TECHNOLOGY ABSORPTION: i. The efforts made towards technology absorption: o Development & Implementation of new technique & process for manufacture of products. o Evaluation of the alternative materials to reduce the cost of raw material o Solar technologies for common area, parking and street lighting. ii. Benefits derived like product improvement, cost reduction, product development or import substitution: o Cost optimization o Improvement in quality of products. iii. In case of imported technology (imported during the last three years reckoned from the beginning of financial year)

Not Applicable iv. Expenditure incurred on Research & Development Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

( in Lakh)

Particulars	F.Y. 2025-26	F.Y. 2024-25
Export Sales (CIF Basis)	-	-
Import Purchases	4,627.89	4,921.68