Dear Members,

Your directors are pleased to present the 44th Boards Report of Meenakshi (India) Limited (the Company) along with the Audited Financial Statements for the Financial Year ended March 31, 2026 (FY 2025-26) together with Auditors Report thereon.

State of Companys Affairs:

(A). Financial summary or highlights:

The standalone financial performance of the Company for the financial year ended March 31, 2026, is summarised below:

(Rs. In Lakhs)

Particulars	2025-26	2024-25
Total Income	15,823.03	18,787.49
Total Expenditure	14,252.82	13,978.57
Profit before interest, depreciation and tax	1,829.08	5,105.56
Finance cost	55.97	112.44
Depreciation	202.90	184.20
Profit before Exceptional, Extra-ordinary items and tax	1570.21	4808.92
Exceptional Item \u2013 (Gain) or Loss	17.36	-
Profit after Exceptional & Extra-ordinary items & before tax	1552.82	4808.92
Provision for taxation (Net of deferred tax)	506.57	899.09
Profit after tax from Continued Operations	1046.28	3909.83
Profit after tax from discontinued Operations	-	8.65
Other Comprehensive Income
- Re-measurement of Post employment benefit obligations (Net of Taxes)	89.52	(22.43)
Amount available for appropriation	1,135.80	3,896.04
Appropriations:
-Transfer to General Reserve	-	-
-Proposed dividend	-	-
-Tax on proposed dividend	-	-
-Balance carried to Balance Sheet	1,135.80	3,896.04

(B) Operations:

Your company has been able to maintain its financial position during the current year despite the geopolitical tension, US tariff and its impact on global economy. The Company achieved a turnover of 150.75 Crores during the year as compared to 166.33 Crores in the previous financial year.

Details of amounts transferred to reserves:

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to General Reserves for the year ended March 31, 2026.

Dividend:

In view of working capital requirements, your Directors do not recommend any dividend for the financial year ended March 31, 2026.

Transfer of unclaimed dividend to Investor Education and Protection Fund:

The Company was not required to transfer any amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund.

Boards Report

Extract of Annual Return (Form MGT-7):

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 (the Act) and the applicable Rules framed thereunder, the Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026, has been placed on the website of the Company for the information of the shareholders and other stakeholders. The same is available on the Companys website and can be accessed at  .

Quarter	Date of Board Meeting
1st April, 2025 to 30th June, 2025	06.05.2025
1st July, 2025 to 30th September, 2025	13.08.2025
1st October, 2025 to 31st December, 2025	10.11.2025
1st January, 2026 to 31st March, 2026	13.02.2026

Compliance with Secretarial Standards:

During the year under review, the Company has followed applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Directors Responsibility Statement:

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board hereby submits its Responsibility Statement:

(a) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., 31st March 2026 and of the profit and loss of the Company for that period;

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

Number of board meetings conducted during the year under review:

The Board met Five times during the financial year, the details of which are given hereunder. Proper notices were given and the proceedings were recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. The details of the attendance of Directors have been provided in the Corporate Governance Report which is being part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Quarter	Date of Board Meeting
1st April, 2025 to 30th June, 2025	06.05.2025
1st July, 2025 to 30th September, 2025	13.08.2025
1st October, 2025 to 31st December, 2025	10.11.2025
1st January, 2026 to 31st March, 2026	13.02.2026

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Explanation or comments on qualifications, reservations or adverse remarks or disclosures made by the Statutory Auditors:

The Statutory Auditors of the Company in their report and notes forming part of the financial statements for the year ended 31st March, 2026 have stated that:

Auditors Comment:

The dues of goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute, are as follows:

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2019-20 to 2024-25, even in those cases where the non-compliances was due to the technical glitches in the CSE portal. The aggregate amount of penalties as appearing in the CSE website is Rs.2267960/-

Boards Report

Name of the Statute	Nature of Dues	Amount (in Rs. Lakhs)	Period to which the amount relates	Forum where dispute pending
Sales Tax/VAT	TN VAT on sale of agricultural produce (coffee)	32.12	2006-07 to 2012-13	The Appellate Deputy Commissioner (ST) has passed orders in favour of the Company on 03-05-2019 by deleting partial penalty and the company has filed an appeal with the Tamilnadu Sales Tax Appellate Tribunal, Chennai against the said order.
EPF & MP Act, 1952	Contributions to the Provident Fund, Pension Fund, Employees Deposit Linked Insurance Fund and administrative charges.	14.48	2017-18 to 2020-21	The Assistant Provident Fund Commissioner has directed the company to remit the amount of Rs. 14.48 Lakhs, the company has filed an appeal against this order with this Tribunal and the same is pending.
GST	Penalty arising from detention of vehicle / goods in transit	2.07	2025-2026	The Company has filed an appeal against the said levy / order and the matter is pending before the appropriate appellate authority

Boards Reply:

The observations made by the auditors in their report and notes to the accounts referred to in the Auditors Report are self-explanatory and detailed in nature and hence does not call for further explanation from your directors.

The other observations made by the auditors in their report and notes to the accounts referred to in the Auditors Report are self-explanatory.

Name	Designation	Remuneration sanctioned under terms of appointment	Remuneration actually paid during FY 2025-26	Excess paid
Mr. Ashutosh Goenka	Managing Director	\u20b9 1,80,000,000	\u20b9 1,81,21,600	\u20b9 1,21,600
Mr. Shubhang Goenka	Whollette Director	\u20b9 1,44,000,000	\u20b9 1,45,21,600	\u20b9 1,21,600

While the Company had obtained the approval of members by way of a Special Resolution passed at the AGM held on September 27, 2024 under Section 197 read with Schedule V of the Companies Act, 2013 for payment of remuneration to Directors in excess of the overall limit of 11% of net profits computed under Section 198 of the Act, the said resolution does not, in our view, extend to or ratify remuneration paid in excess of the quantum individually sanctioned to Mr. Ashutosh Goenka and Mr. Shubhang Goenka under their respective resolutions of appointment.

text[[45, 886, 253, 917], [271, 728, 458, 788]] Accordingly, the excess remuneration of ?1,21,600 paid to each of the above Directors, aggregating ?2,43,200, appears to be in contravention of Section 197 of the Companies Act, 2013 and is required to be dealt with in the manner prescribed under Section 197(9) and 197(10) of the Act.

We further report that, subsequent to the identification of the aforesaid excess payment, the concerned Directors have provided refunds to the Company towards the excess remuneration of ?1,21,600 each, aggregating to ?2,43,200. Accordingly, the Company has initiated corrective action for recovery/refund of the excess remuneration in accordance with the applicable provisions of the Companies Act, 2013.

b. On the basis of verification of the log report generated from the digital database for the period under review, it has been noted that there have been some instances of delays in updating the database while sharing the UPSIs.

c. The Company has not complied with Regulation 2113C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which requires that the gap between two consecutive meetings of the Risk Management Committee shall not exceed 210 days. The meetings of the Risk Management Committee were held on March 3, 2025 and February 13, 2026, resulting in a gap of 347 days, exceeding the prescribed limit by 137 days.

d. The Company has not complied with Regulation 3111) c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which requires submission of the shareholding pattern to the Stock Exchange within ten days of any capital restructuring resulting in a change exceeding two percent of the total paid-up share capital.

The Company had issued and allotted bonus equity shares on May 26, 2025; however, the revised shareholding pattern consequently to such allotment was submitted to the Stock Exchange only on February 11, 2026, resulting in a delay of 244 days.

e. The Company has noted non-compliance with Regulation 29(2) and 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 with respect to disclosures relating to change in shareholding exceeding the prescribed threshold.

The Company received two disclosures dated January 30, 2025 and February 8, 2025 only on May 10, 2025 and the same were subsequently submitted to the Stock Exchange on May 10, 2025. Accordingly, the disclosures were received and submitted with delays of 100 days and 91 days respectively from the date of the disclosures.

f. As informed by the management, the Calcutta Stock Exchange has admitted that the website of CSE had certain technical issues and accordingly, was reflecting the system generated penalties in respect of various non-compliances made during the financial year

Boards Reply to the above observation:

a. The Company acknowledges that due to an inadvertent error, remuneration exceeding the approved limit by ?1,21,600/- was paid to Mr. Ashutosh Goenka and Mr. Shubhang Goenka; upon detection during audit, the excess amount was promptly recovered from the respective directors in compliance with Section 197(9) of the Companies Act, 2013, vide cheques dated 26.05.2026, and the matter stands regularised.

b. The delay in updating the digital database while sharing UPSIs was due to technical issues at the software end. However, the Company maintains proper records of the same and has ensured that the underlying documentation and reporting trail are duly preserved.

c. The Company notes that the Risk Management Committee has been voluntarily constituted and is not mandatory under Regulation 21 of the SEBI (LODR) Regulations, 2015, as the Company does not fall within the top 1,000 listed entities by market capitalization. The gap of 347 days between the meetings was inadvertent, and the Company shall ensure adherence to the 210-day maximum gap prescribed under Regulation 21(3C) in all future meetings of the Committee.

d. The Company acknowledges that the shareholding pattern pursuant to capital restructuring was not filed with the Calcutta Stock Exchange (CSE) within the timeline prescribed under Regulation 311(1)(c) of the SEBI (LODR) Regulations, 2015; however, the delay was attributable to the fact that, at the relevant time, the CSE portal did not have the requisite module/functionality enabled for filings under Regulation 311(1)(c), as the exchanges online system was not fully operational with respect to all SEBI LODR compliance requirements, and accordingly the Company completed the compliance internally and shall ensure timely filing on the exchange portal once the functionality is fully activated.

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e. The Company clarifies that the disclosures under Regulation 29(2) and 29(3) of the SEBI (SAST) Regulations, 2011 were received by the Company with delay from the respective acquirers on 10th May 2025, and the Company, upon receipt of the same on 10th May 2025, filed the disclosures with the Stock Exchange on the very same day, thereby complying with its obligation under Regulation 29(6) of the SEBI (SAST) Regulations, 2011 read with Regulation 30 of the SEBI (LODR) Regulations, 2015, which mandates disclosure by the listed entity within two working days of receipt or becoming aware of such information; accordingly, the Company is not in default as the delay in intimation was attributable to the promoters/ acquirers and not to the Company.

f. The penalties reflected on the Calcutta Stock Exchange portal are attributable to technical issues in the CSE system, and not to any delay or default on the part of the Company. The Company uploaded all the requisite documents pertaining to the said period within the prescribed timelines. The Company has requested CSE to provide the information to the SEBI portal.

Reporting of fraud by the Auditors:

During FY 2025-26, Statutory Auditors and Secretarial Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013. Therefore, the Company is not required to make any disclosures under Section 134(3)(ca) of the Companies Act, 2013.

Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013:

The Company has continued the loans, advances and investments made in bodies corporate and other persons during the financial year. Your Directors would like to draw your attention to the notes to the financial statements which sets out the details of loans and investments made.

Particulars of contracts or arrangements made with related parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. Related Party Transactions which were not in the ordinary course of business entered either at arms length basis or not at arms length basis were duly approved by the Audit Committee and the Board of Directors in compliance with the provisions of section 188 of the Companies Act 2013. The Company presents a statement of all related party transactions before the Board of Directors of the Company for their approval. During the financial year, the Company has entered into transactions with related parties. Your Directors would like to draw your attention to the notes to the financial statements which sets out related party disclosures. A statement in Form AOC-2 pursuant to the provisions of clause (b) of sub-section (3) of section 134 of the Act read with sub-rule (2) of rule 8 of the Companies (Accounts) Rules, 2014 is furnished in Annexure-2 and is attached to this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at   Policy-on-Related-Party-transaction.pdf

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at   Policy-on-Related-Party-transaction.pdf

Conservation of energy, technology absorption, foreign exchange earnings and outgo under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014:

In terms of clause (m) of sub-section (3) of section 134 of the Companies Act, 2013 and the rules framed there under, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

1) Conservation of energy:

(i) the steps taken or impact on conservation of energy; (ii) the steps taken by the Company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments;

Since the Company is engaged in the manufacture and trading of textiles, the consumption of electricity is an integral part in this industry. However, the management is taking conscious efforts to conserve energy. The Company has also a 248 KW Solar Power Plant at Salem.

Boards Report

2) Technology absorption:

(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - (a) the details of technology imported; (b) the year of import; (c) whether the technology has been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof, and (iv) the expenditure incurred on Research and Development.	The Company has no activity relating to technology absorption.

3) Foreign exchange earnings and outgo:

Particulars	2025-26	2024-25
Value of exports calculated on FOB basis	12449.69	13879.05
Expenditure in Foreign Currency:
Travelling	56.04	48.50
Others	739.50	581.35

Details of change in nature of business, if any:

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

Changes in the Composition of the Board

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the companies (Appointment and Qualification of Directors) Rules, 2015 and the Articles of Association of the Company, Mr. Ashutosh Goenka, (DIN: 00181026) Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The board recommends the re-appointment.

As on the date of this report, your Companys Board comprised of 5 (Five) Directors, with 3 (Three) Non-Executive Directors, out of which all 3 (three) are Independent Directors.

During the Financial Year 2025-26, the following changes in the board composition took place:

Shri VIRUSANGULAAM KUMARASAMY JEYAKODI (DIN: 03636599) and Smt. KALPANA MAHESHWARI (DIN: 06559194) were appointed as the Non-executive Independent Directors of the Company not liable to retire by rotation for a term of 5 consecutive years commencing from 7th April, 2025 by the members through their Postal Ballot resolution ending dated 7th April, 2025 during the financial year.

Shri RAJESH BHANDARI (DIN: 09752720) and Smt. GEETA THAKUR (DIN: 07112935) resigned as the Non-executive Independent Directors of the Company from the Board with effect from 6th May 2025, during the financial year. The Board placed on record their appreciation for the active guidance and valuable services rendered by them during their tenure as Directors of the Company.

Evaluation of the boards performance:

In compliance with the Companies Act, 2013 and regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board, its Committees and individual Directors was carried out during the year under review. Questionnaire approach was adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its meeting carried out a separate exercise for evaluating every Directors performance. The evaluation of Independent Directors was carried out without the presence of that Director. A separate meeting of the Independent Directors was convened which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. The said meeting was held on 13.02.2026 during the financial year.

Some of the key criteria for performance evaluation were as follows:

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Degree of fulfillment of key responsibilities; 2. Board structure and composition; 3. Effectiveness of Board processes, information and functioning; 4. Board Culture and Dynamics; 5. Quality of relationship between the Board and the Management; 6. Establishment and delineation of responsibilities to committees.

Boards Report

Performance evaluation of Board and Committees:

Degree of fulfillment of key responsibilities;

Board structure and composition;

Effectiveness of Board processes, information and functioning;

Board Culture and Dynamics;

Quality of relationship between the Board and the Management;

Establishment and delineation of responsibilities to committees.

Familiarization programme for Independent directors:

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information.

The Company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations from the appointed Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management.

During the financial year 2025-26, the Company has conducted a familiarization programme on 13th February 2026. Discussions were held on topics such as:

Roles, rights, responsibilities of the Director and Statutory companies required to be made by the Company and the Directors as a part of the Board; Business model of the Company; Industry overview and organizational structure of the Company, operations and product overview & statutory changes in the law and its effect on the industry;

Major and bulk raw material price trend; Strategies and growth plans of the Company; Business Structure and Overview, Corporate Strategy; Competition update; Strategic risks and mitigation; Corporate Governance; Overview of Sales & Marketing strategies; Strategies and growth plans of the Company; Cost control mechanism; and Awareness with respect to roles and responsibilities as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsidiary, Associate and Joint ventures:

During the financial year, the company did not have any subsidiary, associate company and any joint venture pursuant to the provisions of the Companies Act, 2013. Therefore, your Directors have not made any disclosures in Form AOC-1 for the year under review.

Remuneration Policy of the Company

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015, a policy relating to remuneration of the Directors, Key Management Personnel and other employees has been adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy duly amended and approved by the Board is available on the website of the Company at  .  .

Specific Events

Direct Listing on BSE

During the year, the Company successfully achieved a significant milestone by securing listing of its 1,12,50,000 equity shares of 10 each on BSE Limited; the Company received in-principle approval on 24.04.2026 and final listing and trading approval on 21.07.2026, with trading commencing with effect from 22.07.2026, thereby

enhancing the Companys visibility, strengthening corporate governance, and creating long-term value for its stakeholders.

Status of the Company:

The Company, Meenakshi India Limited, continues to be an associate company of M/s. Bajrang Investment Company Private Limited and M/s. Bharat Industrial Development Company Private Limited.

Internal financial controls:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

(a) accepted during the year;
(b) remained unpaid or unclaimed as at the end of the year;
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year; (ii) maximum during the year; (iii) at the end of the year;

Material orders passed by regulatory authorities:

There are no significant and material orders passed by the regulators or courts or tribunals during the year, impacting the going concern status and Companys operations in future.

Risk management policy:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk Management is a structured approach to manage uncertainty. Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Although the Company does not have a formal risk management policy but a formal enterprise-wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. The Company has laid down a Comprehensive Risk assessment

Maintenance of cost records:

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. However, the Company even though having turnover exceeding Rs. 100 Crores during the immediately preceding financial year is not required to get its cost records audited by virtue of exemption granted under rule 4(3)(1) of the Companies (Cost Records and Audit) Rules, 2014. As per the said rule 4(3)(1) of the Companies (Cost Records and Audit) Rules,

2014, the requirement for cost audit under these rules shall not apply to a company which is covered in rule 3, and-(i) whose revenue from exports, in foreign exchange, exceeds seventy five percent of its total revenue. The Companys export turnover during the immediately preceding financial year was approximately 84.78% of its total turnover and 88.98% of its total revenue.

Deposits:

Your Company has neither accepted nor renewed any deposits from public within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

and minimization procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risks through means of a properly defined framework. Key business risks and their mitigation are also considered in the annual / strategic business plans and in periodic management reviews. The Policy is hosted on the Companys website at   Risk-Management-Policy.pdf

Details of revision of financial statements:

There was no revision of the financial statements of the Company during the financial year.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

The Company has not made any application nor any application or proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year.

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0

Boards Report

One-time settlement with the banks or financial institutions:

The Company has not entered into any one-time settlement with the Banks or financial institutions. Accordingly, the reporting on the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof does not arise.

Shares and share capital:

a. Capital structure:

The company, in its meeting through postal ballot dated 7th April 2025 got approval from members via ordinary resolution for Increase in Authorized Capital of the company from Rs. 5,00,000,000/- divided into 50,000,000 equity shares of Rs. 10/- each to Rs. 15,00,000,000/- divided into 1,50,000,000 equity shares of Rs. 10/- each. As on 31st March, 2026, the Authorised Capital is Rs. 15,00,000,000/- divided into 1,50,000,000 equity shares of Rs. 10/- each

The company has issued 75,00,000 fully paid-up bonus equity shares of Rs. 10/- each as approved in the Board Meeting of the company dated 26th day of May, 2025. The post-issue paid-up capital has been increased from Rs. 3,75,00,000/- (Three Crores and Seventy-Five Lakhs Only) divided into 37,50,000 (Thirty-Seven Lakhs and Fifty-Thousand) Equity Shares of Rs. 10/- each to Rs. 11,25,00,000/- (Eleven Crores and Twenty-Five Lakhs only) divided into 1,12,50,000 (One Crore Twelve Lakhs and Fifty-Thousand) Equity Shares of Rs. 10/- each. As on 31st March, 2026, the Paid-up Share Capital was Rs. 11,25,00,000/- comprising of 1,12,50,000 Equity Shares of Rs. 10/- each.

b. Buy-back of shares:

The Company has not bought back any of its securities during the financial year.

c. Sweat equity:

The Company has not issued any Sweat Equity Shares during the financial year.

d. Bonus shares:

The company in its Board Meeting dated 26th day of May, 2025 issued 75,00,000 bonus equity shares in the proportion of 2:1 [for every 1 (one) existing fully paid-up equity members shall receive 2 (two) new fully paid-up equity shares] to the members of the company as per the register of members on the date of the Record Date i.e., 23rd day of May 2025.

e. Employees stock option plan:

The Company has not provided any Stock Option Scheme to the employees during the financial year.

Statutory auditors:

M/s. CHATURVEDI & CO LLP (FRN: 302137E/300286), Chartered Accountants, Chennai were appointed for a period of 5 (five) consecutive years from the conclusion of the 41st Annual General Meeting held in the calendar year 2023 till the conclusion of the 46th Annual General Meeting to be held in the calendar year 2028, as required under Section 139 of the Companies Act, 2013 read with the Companies (Auditors) Rules, 2014.

Secretarial auditors:

Appointment of Secretarial auditors

M/s MUNDHARA & CO (ICSI Unique Code: S1988TN005000), Company Secretaries, Chennai was approached for an appointment as the secretarial auditor of the company for a period of 5 years from the conclusion of the 43rd Annual General Meeting held in the calendar year 2025 till the conclusion of the 48th Annual General Meeting to be held in the calendar year 2030 pursuant to recent amendment in the Regulation 24A of SEBI (LODR) Regulations 2015.

Secretarial Audit Report

In accordance with the provisions of section 204 of the Companies Act, 2013, the Board has appointed M/s. MUNDHARA & CO, Company Secretaries in Whole-time Practice, Chennai as the Secretarial Auditors for the financial year 2025-26. The report of the Secretarial Auditors for the year 2025-26 is annexed to this report as Annexure - 7.

Internal Auditors:

The Company follows a robust Internal Audit process, with audits conducted regularly throughout the year according to the agreed audit plan. For the FY 2025-26, M/s. A.K. LUNAWATH & ASSOCIATES (FRN: 0107255), Chartered Accountants, Chennai were appointed as Internal Auditors to conduct the Internal Audit of key functions and assess Internal Financial Controls etc., among other responsibilities.

Disclosure under the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has requisite policy for the Prevention of

Sexual Harassment, which is available on the Companys website at  . This comprehensive policy ensures gender equality and the right to work with dignity for all employees (permanent, contractual, temporary, and trainees).

The Company has adequate measures including checks and corrections in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the financial year:

No. of Complaints received NIL No. of Complaints disposed off NIL No. of cases pending for more than 90 days NIL No. of workshops / awareness programmes carried out: ONE Nature of action taken by the employer / DO Not Applicable

Vigil Mechanism:

The Company adopted a Whistleblower Policy as part of its vigil mechanism. The Policy ensures that strict confidentiality is maintained while dealing with concerns raised and that no discrimination will be meted out to any person for a genuinely raised concern about any unethical and improper practices, fraud, or violation of the Companys Code of Conduct. The Policy, which covers all employees, Directors, and other people associated with the Company, is hosted on the Companys website at  . A brief note on the Vigil Mechanism/ Whistle Blower Policy is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

Corporate governance:

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of Listing Regulations. As required by the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company as Annexure - 4.

Certificate from Managing Director for compliance with code of conduct:

A certificate has been obtained from Shri. ASHUTOSH GOENKA (DIN: 00181026), Chairman and Managing Director of the Company certifying that the Company has duly complied with requirements relating to the code of conduct as laid down in the Listing Agreement entered with the Stock Exchange and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is enclosed and is forming part of this Report and is annexed as Annexure - 5 to this report.

Certificate from Managing Director and Chief Financial Officer:

A certificate has been obtained from Shri. ASHUTOSH GOENKA (DIN: 00181026), Chairman and Managing Director and Shri. VIVEK BAHETY (PAN: ALAPB5202A), Chief Financial Officer as required under regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance which is enclosed and is forming part of this Report and is annexed as Annexure - 6 to this report.

Certificate on compliance with the conditions of corporate governance under the Listing Agreement and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015:

A certificate from M/s. CHATURVEDI & CO LLP, Practicing Chartered Accountants regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed to the Corporate Governance Report is forming part of this annual report as Annexure - 8.

Listing at stock exchange:

The Company has paid the listing fees for the financial year 2025-26.

Managements discussion and analysis:

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

Committees of board of directors:

The Company has established the following committees as part of best corporate governance practices in compliance with the relevant provisions of applicable laws and statutes:

i. Audit Committee:

The Audit Committee met Five times during FY 2025-26: May 06, 2025, May 26, 2025, August 13, 2025, November 10, 2025 and February 13, 2026. As of March 31, 2026, the Committee comprised of Shri. ASHUTOSH GOENKA (DIN: 00181026), Shri. HEMAL K SHAH (DIN: 08372624), Smt. KALPANA MAHESHWARI (DIN: 06559194) and Shri. V. K. JEYAKODI (DIN: 03636599) as Members. The board accepted all recommendations made by the Audit Committee.

Shri VIRUSANGULAAM KUMARASAMY JEYAKODI (DIN: 03636599) and Smt. KALPANA MAHESHWARI (DIN: 06559194) were appointed as members of the Committee by the Board with effect from 7 April 2025. Simultaneously, Shri RAJESH BHANDARI (DIN: 09757220) and Smt. GEETA THAKUR (DIN: 07112935) resigned from the Committee. The Committee placed on record its appreciation for the active guidance and valuable services rendered by them during their tenure as Members of the Committee.

ii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met two times during FY 2025-26: May 06, 2025, and February 13, 2026. As of March 31, 2026, the Committee comprised of Smt. KALPANA MAHESHWARI (DIN: 06559194), Shri. HEMAL K SHAH (DIN: 08372624) and Shri. V. K. JEYAKODI (DIN: 03636599) as Members. All recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

Shri VIRUSANGULAAM KUMARASAMY JEYAKODI (DIN: 03636599) and Smt. KALPANA MAHESHWARI (DIN: 06559194) were appointed as members of the Committee by the Board with effect from 7 April 2025. Simultaneously, Shri RAJESH BHANDARI (DIN: 09757220) and Smt. GEETA THAKUR (DIN: 07112935) resigned from the Committee. The Committee placed on record its appreciation for the active guidance and valuable services rendered by them during their tenure as Members of the Committee.

Nomination and Remuneration Policy:

In accordance with the provisions of Section 134(3) (e) and 178 of the Companies Act, 2013, the Board of Directors has approved a policy on the appointment and remuneration of Directors. This policy includes terms of appointment, criteria for determining qualifications, performance evaluation of Directors, and other related matters. A copy of the policy is available on the Companys website at   Nomination-and-Remuneration-Policy.pdf.

iii. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met Eight times during FY 2025-26: May 06, 2025, May 26, 2025, July 01, 2025, August 13, 2025, October 18, 2025, December 29, 2025, January 28, 2026 and March 09, 2026. As of March 31, 2026, the Committee comprised of Shri. ASHUTOSH GOENKA (DIN: 00181026), Shri. HEMAL K SHAH (DIN: 08372624), and Shri. SHUBHANG GOENKA (DIN: 06980306) as Members. All recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

Shri SHUBHANG GOENKA (DIN: 06980306) was appointed as member of the Committee by the Board with effect from 7 April 2025. Simultaneously, Shri RAJESH BHANDARI (DIN: 09757220) and Smt. GEETA THAKUR (DIN: 07112935) resigned from the Committee. The Committee placed on record its appreciation for the active guidance and valuable services rendered by them during their tenure as Members of the Committee.

iv. Risk Management Committee:

The Risk Management Committee met Two time during FY 2025-26: February 13, 2026 and March 09, 2026. As of March 31, 2026, the Committee comprised of Shri. ASHUTOSH GOENKA (DIN: 00181026), Shri. HEMAL K SHAH (DIN: 08372624), and Shri. SHUBHANG GOENKA (DIN: 06980306) as Members. All recommendations made by the Risk Management Committee were accepted by the Board.

Shri SHUBHANG GOENKA (DIN: 06980306) was appointed as member of the Committee by the Board with effect from 7 April 2025. Simultaneously, Shri RAJESH BHANDARI (DIN: 09757220) and Smt. GEETA THAKUR (DIN: 07112935) resigned from the Committee. The Committee placed on record its appreciation for the active guidance and valuable services rendered by them during their tenure as Members of the Committee.

Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee met two times during FY 2025-26: May 06, 2025 and February 13, 2026. As of March 31, 2026, the Committee comprised of Shri. ASHUTOSH GOENKA (DIN: 00181026) as Chairman, Shri. SHUBHANG GOENKA (DIN: 06980306) and Shri. HEMAL K SHAH (DIN: 08372624) as Members. The board accepted all recommendations made by the Corporate Social Responsibility Committee.

Corporate social responsibility:

As a part of its initiative under Corporate Social Responsibility drive, the Company has undertaken projects through various charitable trusts engaged in philanthropic activities in the field of education and healthcare, while also pursuing various other CSR activities for the benefit of the community in and around its local areas of operations.

The Company has constituted a CSR Committee in accordance with section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company which has been approved by the Board.

The Annual Report on CSR Activities is annexed herewith and marked as Annexure-1.

The CSR committee of the Company comprises of Shri. ASHUTOSH GOENKA as Chairman, Shri. SHUBHANG GOENKA and Shri. HEMAL K SHAH as the members.

vi. Independent Directors:

As of March 31, 2026, the Board of Directors comprised of three independent directors, namely, Shri. HEMAL K SHAH (DIN: 08372624), Shri. VIRUSANGULAAM KUMARASAMY JEYAKODI (DIN: 03636599) and Smt. KALPANA MAHESHWARI (DIN: 06559194).

Shri VIRUSANGULAAM KUMARASAMY JEYAKODI (DIN: 03636599) and Smt. KALPANA MAHESHWARI (DIN: 06559194) were appointed as Independent Directors by the Board with effect from 7 April 2025. Simultaneously, Shri RAJESH BHANDARI (DIN: 09757220) and Smt. GEETA THAKUR (DIN: 07112935) resigned from the Board. The Board placed on record its appreciation for the active guidance and valuable services rendered by them during their tenure as Members of the Committee.

The Independent Directors meeting was held on February 13, 2026 without the attendance of Non-Independent Directors and members of the management of the Company. The Independent Directors, inter alia, evaluated the performance of the Non-Independent Directors, the Chairperson of the Company and the Board of Directors as a whole for the financial year ended March 31, 2026. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Corporate Governance Report, which forms part of this Annual Report, provides a detailed note on these committees.

Statement of Declaration by independent directors:

In accordance with Section 149(6) of the Companies Act, 2013, and Regulation 25 of the Listing Regulations, Shri. HEMAL K SHAH (DIN: 08372624), Shri. V. K. JEYAKODI (DIN: 03636599) and Smt. KALPANA MAHESHWARI (DIN: 06559194) were appointed as Independent Directors of the Company.

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149, read with Schedule IV of the Act and Regulation 16 and 17 of the Listing Regulations and have also given declaration for compliance of inclusion of name in the data bank, being maintained with Indian Institute of Corporate Affairs as provided under Companies Act, 2013 read with applicable rules made thereunder.

In the opinion of the Board of Directors of the Company, the independent directors have the required integrity, expertise and experience (including the proficiency) to continue as independent directors.

Employee remuneration:

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report and are annexed as Annexure-3 to this report.

Acknowledgements:

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, bankers, financial institutions, government authorities, esteemed clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board,

Place: Chennai Date: 05.08.2026

(ASHUTOSH GOENKA) (SHUBHANG GOENKA) Chairman & Managing Director Whole-time Director DIN: 00181026 DIN: 06980306 New No. 23, Old No. 9A, Venus Colony, 2nd Cross Street, Alwarpet, Venus Colony, 2nd Cross Street, Alwarpet, Chennai - 600 018.

Annexure-1

Annual Report on Corporate Social Responsibility (CSR) Activities for the financial year 2025-26

(1) Brief Outline on CSR Policy of the Company:

Meenakshi India Limited (MIL) recognizes that social responsibility is not merely a statutory requirement but a fundamental component of responsible and sustainable business operations. The company firmly believes that contributing to the social and economic development of the communities it operates in is integral to its long-term success. Accordingly, MIL has consistently undertaken various CSR initiatives as part of its broader commitment to ethical and inclusive growth. These initiatives have been implemented both independently and in collaboration with reputable charitable organizations, with a particular emphasis on addressing the needs of local communities situated in and around its operational areas.

All CSR activities carried out by MIL are fully compliant with the provisions outlined in Schedule VII of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. These initiatives are carefully designed and executed in alignment with the prescribed sectors and focus areas to ensure meaningful and sustainable impact. The companys CSR strategy is guided by a thematic focus on critical areas of intervention, which are prioritized based on community needs assessments, regulatory frameworks, and stakeholder consultations. Through its CSR policy, MIL reaffirms its dedication to fostering positive social change and contributing to the holistic development of society. MILs Corporate Social Responsibility initiatives focus on following thematic areas

Healthcare Programme; Education Programme; Environment Conservation Programme; Drinking Water Project; and Rural Development Programme

MIL has a robust CSR policy. As per the said policy, all the efforts are focussed towards two goals: building a great enterprise for the stakeholders and a great future for the Country.

During the financial year 2025-26, the Company was required to spend Rs. 63.60 Lakhs on CSR activities. However, as a matter of social responsibility the Company has made donations of Rs. 62.00 Lakhs to various charitable institutions to carry out the activities of public welfare and utilized the available surplus for the balance amount which was carried on by previous year.

(2) The Composition of the CSR Committee:

Sl. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1. Mr. ASHUTOSH GOENKA	Chairman - Managing Director	2	2
2. Mr. SHUBHANG GOENKA	Member - Whole-time Director	2	2
3. Mr. HEMAL K SHAH	Member - Independent Director	2	2

(3) Web-Link where Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company:

Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board can be accessed at 

(4) Details of Impact Assessment of CSR Projects Carried out in Pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) rules, 2014, if applicable:

Not Applicable for the projects undertaken during financial year ended March 31, 2026.

(5) Details of the amount available for Set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) rules, 2014 and amount required for set off for the Financial Year, if any:

(Rs. in Lakhs)

Sl. No. Financial Year	Amount available for set-off from preceding financial years	Amount required to be set off for the financial year, if any
1. 2022-23	-	-
2. 2023-24	-	-
3. 2024-25	3.32	1.60
TOTAL	3.32	1.60

(6) Average net profit of the Company as per section 135(5):

Average net profit of the company for last three financial years - Rs. 3,180.04 Lakhs

The detailed computation of said average net profit for the purpose of CSR is as under:

Particulars	Amount in Rs. Lakhs
Profit before tax for the year ended March 31, 2025	4,707.32
Profit before tax for the year ended March 31, 2024	2,462.11
Profit before tax for the year ended March 31, 2023	2,370.69
Average profit	3,180.04
Prescribed CSR Expenditure	63.60

During the financial year 2025-26, the Company was required to spend Rs. 63.60 Lakhs on CSR activities. However, as a matter of social responsibility the Company has made donations of Rs. 62.00 Lakhs to various charitable institutions to carry out the activities of public welfare and utilized the available surplus for the balance amount which was carried on by previous year.

(7) (a) Average net profit of the company as per sub-section (5) of section 135 - Rs. 3180.04 Lakhs.

(b) Two percent of average net profit of the company as per section 135(5)- Rs. 63.60 Lakhs.

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Rs. 1.60 Lakhs.

(d) Amount required to be set off for the financial year, if any: Rs. 1.60 Lakhs.

(e) Total CSR obligation for the financial year (7b + 7c - 7d): Rs. 63.60 Lakhs.

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

Total Amount Spent for the Financial Year (Rs. in lakhs)		Amount Unspent
		Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount	Date of Transfer	Name of the Fund	Amount	Date of Transfer
62.00	Nil	Nil

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)
Sl. No. Name of the Project	Item from the list of activities in Schedule VII to the Act.	Local area (Yes/No).	Location of the Project.	Project duration.	Amount allocated for the project (in Rs.).	Amount spent in the current financial year	Amount spent transferred to the current financial year	Amount spent transferred from the current financial year	Amount spent transferred from the current financial year
		Nil

(d) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No. Name of the Project	Item from the list of activities in schedule VII to the Act.	Local area (Yes/No).	Location of the project	Amount spent for the project (in Rs.)	Mode of implementation - Direct (Yes/No).	Mode of implementation - Through implementing agency
1. Healthcare	Healthcare	Yes	Chennai, Tamil Nadu	1,00,000/-	Implementing Agency	KARUNA INTERNATIONAL	CSR00041555
2. Healthcare	Healthcare	Yes	Tamil Nadu	21,00,000/-	Implementing Agency	CANCER INSTITUTE (WIA)	CSR00007235
3. Education	Education, Rural Development Programme	Anywhere in India	Anywhere in India	40,000,000/-	Implementing Agency	GOENKA AISHKHA SAH SHODH SANSTHAN	CSR00044207
TOTAL				62,000,000/-

(d) Amount spent in Administrative Overheads - Rs. Nil

(e) Amount spent on Impact Assessment, if applicable - Not Applicable

(f) Total amount spent for the Financial Year (8b + 8c + 8d + 8e) - Rs. 62.00 Lakhs

(g) Excess amount for set off, if any - NIL

Sl. No. Particulars	Amount (In Rs. Lakhs)
(i) Two percent of average net profit of the company as per section 135(5)	63.60
(ii) Total amount spent for the Financial Year	62.00
(iii) Amount utilized from surplus of previous years	1.60
(iv) Excess amount spent for the financial year [(ii)-(i)-(iii)]	0.00
(v) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	1.72
(vi) Amount available for set off in succeeding financial years [(iii)-(iv)]	1.72

(a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No. Preceding Financial Year.	Amount transferred to Unspent CSR Account Under section 135(6).	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.	Amount remaining to be spent in succeeding financial years.
1. 2022-23	NA	NA	NA
2. 2023-24	NA	NA	NA
3. 2024-25	NA	NA	NA

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(In Rs.)

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No. Project ID	Name of the Project	Final Year in which the project was commenced.	Project duration	Total amount allocated for the project.	Amount spent on the project in the financial year.	Cumulative amount spent at the end of reporting Financial Year.	Status of the project - Completed /Ongoing.
		Nil

In case of creation or acquisition of Capital Asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:

(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.	Nil
(d) Details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

Reason(s), if the Company has failed to spend two percent of the average Net Profit as per section 135(5): Not Applicable

Place: Chennai Date:05.08.2026

For and on behalf of the Board, (ASHUTOSH GOENKA) (SHUBHANG GOENKA) Chairman & Managing Director DINI: 00181026 DINI: 06980306 New No. 23, Old No. 9A, Venus Colony, 2nd Cross Street, Alwarpet, Chennai - 600 018.

Venus Colony, 2nd Cross Street, Alwarpet, Chennai - 600 018.

Boards Report

Annexure - 2

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and rule 8(2) of the Companies (Accounts) Rules, 2014).

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	There were no transactions with the related parties which were not entered on arms length basis.
b)	Nature of contracts / arrangements / transactions
c)	Duration of the contracts / arrangements / transactions
d)	Salient terms of the contracts or arrangements or transactions including the value, if any
e)	Justification for entering into such contracts or arrangements or transactions
f)	Date of approval by the Board
g)	Amount paid as advances, if any
h)	Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arms length basis.

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Mr. ASHUTOSH GOENKA, Mr. SHUBHANG GOENKA, Mr. AMIT BIHANI, Mr. VIVEK BAHETY and Mrs. KANCHAN RATHI \u2013 Key Managerial Personnel
b)	Nature of contracts / arrangements / transactions	During the year 2025-26, the Company has paid salary to its Key Managerial Personnel in the following manner:
c)	Duration of the contracts / arrangements / transactions	Mr. ASHUTOSH GOENKA, Managing Director \u2013 Rs. 1,81,21,600/- Mr. SHUBHANG GOENKA, Whole-time Director \u2013 Rs. 1,45,21,600/- Mr. AMIT BIHANI, Chief Financial Officer \u2013 Rs. 47,23,875/- (Resigned with effect from 13th February, 2026) Mr. VIVEK BAHETY \u2013 Chief Financial Officer \u2013 Rs. 4,91,057/- (Appointed with effect from 13th February, 2026) Mrs. KANCHAN RATHI, Company Secretary \u2013 Rs. 12,37,586/-
d)	Salient terms of the contracts or arrangements or transactions including the value, if any	26.05.2025 Ratification \u2013 29.09.2025
e)	Date of approval by the Board
f)	Amount paid as advances, if any	NIL

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Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Mr. SHYAM SUNDER GOENKA (Chairman Emeritus)-Relative of Key Managerial Personnel
b)	Nature of contracts/arrangements/transactions	Mr. SHYAM SUNDER GOENKA is the Chairman Emeritus of the company
c)	Duration of the contracts/arrangements/transactions	During FY 2025\u201326, the Company paid Rs. 60,000,000/-as remuneration to Mr. SHYAM SUNDER GOENKA for his honorary role as Chairman Emeritus and in recognition of his valuable guidance and support.
d)	Date of approval by the Board	26.05.2025
f)	Amount paid as advances, if any	NIL

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Mrs. MITA GOENKA - Relative of Key Managerial Personnel
b)	Nature of contracts/arrangements/transactions	Mrs. MITA GOENKA was in the employment of the Company and resigned on 31.01.2026
c)	Duration of the contracts/arrangements/transactions	During the year 2025-26 the Company has paid a sum of Rs.19,86,306/-to Mrs. MITA GOENKA towards remuneration for the services rendered to the Company.
d)	Salient terms of the contracts or arrangements/transactions
e)	Date of approval by the Board	26.05.2025
f)	Amount paid as advances, if any	NIL

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Mrs. ISHITA JHUNJHUNWALA - Relative of Key Managerial Personnel
b)	Nature of contracts/arrangements/transactions	Mrs. ISHITA JHUNJHUNWALA is in the employment of the company.
c)	Duration of the contracts/arrangements/transactions	During the year 2025-26 the Company has paid a sum of Rs.26,23,567/- to Mrs. ISHITA JHUNJHUNWALA towards remuneration for the services rendered to the Company.
d)	Salient terms of the contracts or arrangements/transactions
e)	Date of approval by the Board	26.05.2025
f)	Amount paid as advances, if any	NIL

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Mr. ASHUTOSH GOENKA and Mr. SHUBHANG GOENKA \u2013 Key Managerial Personnel; Mr. SHYAM SUNDER GOENKA, Mrs. MITA GOENKA, Mrs. USHA GOENKA, Mrs. SHRUTI ASHWIN AGARWAL, Ms. PRATIKSHA GOENKA and Mrs. SUNITA KHEMKA \u2013 Relatives of Key Managerial Personnel; and M/s. S.S. GOENKA & SONS HUF and M/s. LIBRA CONSTRUCTIONS & FINANCE PRIVATE LIMITED \u2013 Enterprise owned or significantly influenced by Key Managerial Personnel or their relatives

Sl. No.	Particulars	Details
b)	Nature of contracts/arrangements/transactions	The Company has in the ordinary course of its business, taken on hire, the premises owned by the above related parties. During the year 2025-26, the Company has paid the following sums to the above parties towards such lease rentals: Mr. SHYAM SUNDER GOENKA \u2013 Rs.7,20,000/-Mr. ASHUTOSH GOENKA \u2013 Rs. 18,42,343/-Mrs. MITA GOENKA \u2013 Rs. 7,18,750/-Mrs. USHA GOENKA \u2013 Rs. 7,20,000/-Mr. SHRUTI ASHWIN AGARWAL \u2013 Rs.7,18,750/-Mr. SHUBHANG GOENKA \u2013 Rs.3,88,959/-Ms. PRATIKSHA GOENKA \u2013 Rs. 10,54,332/-Mrs. SUNITA KHEMKA \u2013 Rs. 9,56,250/-M/s. S.S. GOENKA & SONS HUF \u2013 Rs.7,29,025/-M/s. LIBRA CONSTRUCTIONS & FINANCE PRIVATE LIMITED \u2013 Rs. 96,28,979/-
e)	Date of approval by the Board	26.05.2025
e)	Amount paid as advances, if any	The Company has deposited the following sum with the above parties towards rental deposits: Mr. ASHUTOSH GOENKA \u2013 Rs. 2,70,000/-Mrs. MITA GOENKA \u2013 Rs. 2,70,000/-Mr. SHRUTI ASHWIN AGARWAL \u2013 Rs. 2,70,000/-Mr. SHUBHANG GOENKA \u2013 Rs. 50,000/-Ms. PRATIKSHA GOENKA \u2013 Rs.5,50,000/-M/s. LIBRA CONSTRUCTIONS & FINANCE PRIVATE LIMITED \u2013 Rs. 35,00,000/-

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	M/s. MIL STEEL AND POWER PRIVATE LIMITED and M/s. LIBRA CONSTRUCTIONS & FINANCE PRIVATE LIMITED \u2013 Enterprises owned or significantly influenced by Key Managerial Personnel or their relatives
b)	Nature of contracts/arrangements/transactions	During the financial year, the Company has entered into the following transactions with the above related parties: Amount in Rs.
c)	Duration of the contracts/arrangements/transactions	Amount in Rs.
d)	Salient terms of the contracts or arrangements/transactions including the value, if any	Name of the Related PartyInterest IncomeLoans Given (Loans repaid)Outstanding Balances
e)	LIBRA CONSTRUCTIONS & FINANCE PRIVATE LIMITED58,189-NIL

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1

Sl. No.	Particulars	Details
e)	Date of approval by the Board	26.05.2025
f)	Amount paid as advances, if any	Refer the table provided in section (b) to (d) above.

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	M/s. BHARAT INDUSTRIAL DEVELOPMENT COMPANY PRIVATE LIMITED - Enterprise owned or significantly influenced by Key Managerial Personnel or their relatives
b)	Nature of contracts / arrangements / transactions	The Company in the ordinary course of its business enters into various transactions with the above related party such as sales, purchases, supply and availing of various services. During the financial year 2025-26, the Company has entered into the following transactions with the above related party:
d)	Salient terms of the contracts or arrangements or transactions including the value, if any	Sale of Fixed AssetsPurchase of Fixed AssetsPurchase of GoodsSale of GoodsJob Work Service
e)	Date of approval by the Board	26.05.2025
f)	Amount paid as advances, if any	Nil

(ASHUTOSH GOENKA)	(ASHUTOSH GOENKA)
Chairman & Managing Director	Whole-time Director
DIN: 00181026	DIN: 06980306
New No. 23, Old No. 9A,	New No. 23, Old No. 9A,
Venus Colony, 2nd Cross Street, Alwarpet, Chennai \u2013 600 018.	Venus Colony, 2nd Cross Street, Alwarpet, Chennai \u2013 500 018.

Boards Report

Annexure-3

S. No.	Particulars	Disclosure
1.	The ratio of the remuneration of each director to the median remuneration of the employees for the financial year	Shri. ASHUTOSH GOENKA, Chairman & Managing Director Shri. SHUBHANG GOENKA, Whole-time Director Note: The Non-Executive Directors of the company are entitled for sitting fee only and details are provided in corporate governance report.
2.	The percentage increase in remuneration of each director, CFO, CEO and CS in the financial year.	Shri. ASHUTOSH GOENKA, Chairman & Managing Director Shri. SHUBHANG GOENKA, Whole-time Director Shri. AMIT BIHANI, Chief Financial Officer (Resigned on 13.02.2026) Smt. KANCHAN RATHI, Company Secretary Shri. VIVEK BAHETY, Chief Financial Officer (Appointed as on 13.02.2026)
3.	The percentage increase in the median remuneration of employees in the financial year	The median remuneration of the employees in the financial year was increased by 5.77%.
4.	The number of permanent employees on the rolls of the Company	The Company had 120 employees on the rolls as on 31st March, 2026
5.	Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage 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 annual increase in the salaries of employees during the year was 9.45% while the average increase in managerial remuneration during the year remains unchanged.
6.	Affirmation that the remuneration is as per the remuneration policy of the Company	The Managerial Remuneration is approved by the Shareholders on recommendation of Nomination and Remuneration Committee and the Board.

Place: Chennai	(ASHUTOSH GOENKA)	(ASHUTOSH GOENKA)
Date: 05.08.2026	Chairman & Managing Director	Whole-time Director
	DIN: 00181026	DIN: 06980306
	New No. 23, Old No. 9A,	New No. 23, Old No. 9A,
	Venus Colony, 2nd Cross Street, Alwarpet, Chennai \u2013 600 018.	Venus Colony, 2nd Cross Street, Alwarpet, Chennai \u2013 600 018.

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A Brief Statement on Companys Philosophy on Code of Governance: Corporate Governance envisages attainment of the highest levels of transparency and accountability in the functioning of Company and equity in all facets of its operations and all its interactions with shareholders, customers, government, suppliers, and lenders and to build the confidence of the society in general. Corporate Governance is the key factor in attaining fairness for all stakeholders and achieving organizational efficiency. Corporate governance refers to the framework of all rules and relationships by which a Company must abide, including internal processes as well as governmental regulations and the demands of stakeholders. It also takes into account systems and processes, which deal with the daily working of the business, reporting requirements, audit information, and long-term goal plans. Companys philosophy Your Company believes that sound ethical practices, transparency in operations and timely disclosures go a long way in enhancing shareholders value while safeguarding the interest of all stakeholders. The Company is committed to adhere to the code of corporate governance as it means adoption of best business practices aimed at growth of the Company coupled with bringing benefits to investors, customers, creditors, employees and the society at large. The objective of the Company is not just to meet the statutory requirements of the Corporate Governance as prescribed under SEBI (LODR) Regulations, 2015 but to develop such systems and follow such practices and procedures to satisfy the spirit of law. In accordance with SEBI LODR Regulations, 2015 the details of compliance by the Company are as under: 1. Board of Directors: Composition and category of Board of Directors: The Board of Directors of the Company comprises of Executive and Non-Executive Directors. As on 31st March, 2026 there were five Directors and a Chief Financial Officer and Company Secretary on Board. The Board meets regularly for disclosing its role and functions and is responsible for the efficient management of the business of the Company. There are no institutional nominees on the Board. The details of composition and categories of Directors are given below: