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Mittal Sections Ltd Directors Report

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Nov 2, 2026|04:01:00 PM

Mittal Sections Ltd Share Price directors Report

TO

THE MEMBERS,

The Board of Directors has pleasure in presenting the 17TH ANNUAL REPORT of the Mittal Sections Limited (hereinafter referred to as the Company) along with the Audited Financial Statements for the Financial Year 2025-26 ("the year/period under review").

1. Financial Results:

PARTICILARS

2025-26 2024-25

Total Revenue from Operation and other Income

14,939.56 13,707.03
Operating Pro t (Before Interest & Depreciation) 831.77 761.53
Less: Financial Cost 220.21 170.57

Pro t before Depreciation

611.56 590.96
Less: Depreciation and amortization expense 100.65 99.47

Pro t before Taxation

510.91 491.49
Less: Current Tax 91.78 86.76
(Add): MAT Credit Entitlement/ Utilised 64.53 39.73
Less: Earlier Year Tax 17.39 0.31
Less: Deferred Tax (8.29) 20.91

Pro t for the Year

345.50 343.78

There are no material changes and commitment a ecting the nancial position of the Company which have occurred between 1st April, 2026 and date of this report.

2. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

With a view to conserve the resources, the Board of Directors has not recommended any dividend for the year under review ended on 31st March, 2026.

Since there was no unpaid / unclaimed dividend in the Company for a period of seven years or more, the Company is not required to transfer any amount to the Investor Education and Protection Fund as required under the provision of Section 125 of the Companies Act, 2013.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend DistributionPolicy is not applicable to the Company.

3. REVIEW OF OPERATIONS:

The revenue from operations during the year under review was Rs. 14,858.04 Lakh as compared to Rs. 13,686.29 Lakh during 2024-25.

During the year under review, your Company has achieved during the year, the Operating Pro t (Before Interest and Depreciation) was Rs. 831.77 Lakh during the year under review compared to Rs. 761.53 Lakh during 2024-25. The Pro t before Taxation for the year under review was Rs. 510.91 Lakh against Rs. 491.49 Lakh during 2024-25. The Net Pro t of the Company for the year stood at Rs. 345.50 Lakh compared to Rs. 343.78 Lakh for the year 2024-25.

4. DICLOSURE OF CHANGE IN NATURE OF BUSINESS:

No change in nature of business during the year.

5. FINANCE:

During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks.

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities from HDFC Bank Limited, Axis Bank Limited and Bajaj Finance Limited.

The Income tax and GST Assessment of the Company have been completed up to Assessment Year 2025-26.

6. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of BSE Limited w.e.f. 14th October, 2025. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2026-27.

7. SHARE CAPITAL:

During the review period, the Company made the following important changes in its capital structure as detailed below:

- Initial Public O er (IPO):

The Company has made an Initial Public O er (IPO) of 37,00,000 (Thirty-Seven Lakh) Equity Shares at a face value of Rs. 10/- (Rupees Ten Only) per share at an issue price of Rs. 143/- (Rupees One Hundred Forty-Three Only) amounting to Rs. 52,91,00,000/- (Rupees Fifty-Two Crore Ninety-One Lakh Only). The Equity Shares of the Company got listed on SME Platform of BSE Limited on 14th October, 2025.

- Issued, Subscribed and paid-up Share Capital:

Consequent to the aforesaid allotment of Equity Shares, the paid-up Equity Share capital of the Company stood at Rs. 11,56,75,000/- (Rupees Eleven Crore Fifty-Six Lakh Seventy-Five Thousand Only) divided into 1,15,67,500 (One Crore Fifteen Lakh Sixty-Seven Thousand Five Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The Company has neither issued shares with di erential voting rights nor granted stock options nor issued sweat equity shares.

8. UTILISATION OF FUNDS RAISED THROUGH IPO:

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed a Monitoring Agency to monitor the utilization of proceeds of the Initial Public O er (IPO). The Monitoring Agency has submitted its reports for the Quarter ended 31st December, 2025, 31st March, 2026 and 30th June, 2026. The said reports have been reviewed by the Audit Committee and the Board of Directors of the Company in their respective meetings. The Company con rms that there has been deviation which is less than 10% and no variation in the utilization of the IPO proceeds from the objects stated in the Prospectus for Quarter ended 31st December, 2025. The Company con rms that there has not been any deviation and Variation in the utilization of the IPO proceeds from the objects stated in the Prospectus for Quarter ended 31st March, 2026 and 30th June, 2026. The Unutilized amount as on 30th June, 2026 is Rs. 0.61 Crore.

9. RESERVES:

The company has not transferred any amount to the Reserve for the year under review, Further, Your Company does not propose to transfer any amount to general reserve.

10. DIRECTORS & KMP:

Directors liable to retire by rotation

In accordance with the provisions of Section 152 of the Act, Mrs. Sushiladevi Balwantrai Mittal (DIN: 02283607) shall retire at the forthcoming Annual General Meeting of the Company and being eligible, has o ered herself for reappointment.

Board recommends her re-appointment.

During the year under review:

10.1. Mr. Ajaykumar Balwantrai Mittal, Chairman and Managing Director of the Company (DIN: 01760444) was re-appointed as Managing Director of the Company for a further period of 3 years i.e., from 1st February, 2026 to 31st January, 2029 by the members vide a special resolution passed at the Annual General Meeting held on 30th September, 2025.

10.2. Mr. Hirenkumar B. Patel resigned as Company Secretary & Compliance O cer of the Company w.e.f. 31st December, 2025.

10.3. Ms. Gunjan Rameena was appointed as Company Secretary & Compliance O cer of the Company w.e.f. 1st January, 2026.

10.4. The Board of Directors duly meet 17 times during the nancial year under review.

The intervening gaps between two consecutive meetings were within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

SR No.

Date of Meeting Board Strength Annual Report 2025-26 No. of Directors Present
1. 26.05.2025 5 5
2. 27.05.2025 5 5
3. 01.06.2025 5 5
4. 21.06.2025 5 5
5. 23.08.2025 5 5
6. 01.09.2025 5 5
7. 15.09.2025 5 5
8. 30.09.2025 5 5
9. 09.10.2025 5 5
10. 10.10.2025 5 5
11. 14.11.2025 5 5
12. 08.12.2025 5 5
13. 31.12.2025 5 5
14. 04.02.2026 5 5
15. 14.02.2026 5 5
16. 17.03.2026 5 5
17. 18.03.2026 5 5

10.5. Brief pro le of the Director who is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

10.6. The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Directors have enrolled his / her name in the Databank, being maintained by Indian Institute of Corporate A airs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration a rming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Quali cation of Directors) Rules.

10.7. In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Quali cation of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate A airs, Manesar (IICA).

10.8. Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

The Directors expressed their satisfaction with the evaluation process and the performance of the Directors. 10.9. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby con rmed:

(I) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of a airs of the Company at 31st March, 2026 being end of the nancial year 2025-26 and of the pro t of the Company for the year;

(iii) that the Directors had taken proper and su cient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal nancial controls to be followed by the Company and that such internal

nancial controls are adequate and were operating e ectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively.

10.10 With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others. The Balance of monies accepted by the Company form Directors at the beginning of the year were Rs. 40.85 Lakh and at the close of the year was Rs. 22.78 Lakh.

11. INTERNAL FINANCAL CONTROL AND THEIR ADEQUACY:

The existing internal nancial control is adequate and commensurate with the nature, size, complexity and the business processes followed the Company.

The Board has adopted policies and procedures for ensuring the orderly and e cient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable nancial disclosures.

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and su cient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have a rmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Companys website- www.mittalsectionslimited.com.

13. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return of the Company as on 31st March, 2026 is available on the website of the Company and can be accessed at www.mittalsectionslimited.com.

14. PERSONNEL AND H. R. D.:

14.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The relationship between average increase in remuneration and Companys performance is as per the appropriate performance benchmarks and re ects short- and long-term performance objectives appropriate to the working of the Company and its goals.

14.2 PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as speci ed under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure A.

Details of employees required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as a separate Annexure, however it is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013 and rules made there under. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered O ce of the Company. The aforesaid Annexure is also available for inspection by members at the Registered O ce of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure - B.

16. RELATED PARTY TRANSACTION

Details of Related Party Transactions and covered under the provisions of Section 188 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors Report.

All transactions entered by the Company during the nancial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of transactions with related parties as required are provided in Form AOC-2 annexed as Annexure C.

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 www.mittalsectionslimited.com.

None of the Independent Directors has any pecuniary relationships or transactions vis-a-vis your Company.

A statement of related party transactions pursuant to Accounting Standard (AS) - 18 forms a part of notes to accounts.

17. DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements. The same are in compliance.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):

Management Discussion and Analysis forms a part of this annual report and is annexed to this report by way of Annexure - D.

19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP

COMMITTEE:

Audit Committee:

In compliance with the provisions of Section 177 of the Act, the Board has constituted an Audit Committee. The Audit Committee holds discussions with the Statutory Auditors on the Limited Review of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Companys accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015.

The composition of the Audit Committee as on 31st March, 2026 was as under:

Name of Members

Designation Category No. of Meetings
Attended during 2025-26
Ms. Aishwarya Singhavi Chairperson Independent Director 6 of 6
Mrs. Dhruvi Kapadia Member Independent Director 6 of 6
Mr. Atul Mittal Member Whole Time Director 6 of 6

The Audit Committee met 6 times during the Financial Year 2025-26. The maximum gap between two meetings was not more than 120 days. The Committee met on 26th May, 2026, 1st September, 2025, 15th September, 2025, 14th November, 2025, 4th February, 2026 and 14th February, 2026. The necessary quorum was present for all Meetings.

The very purpose of the Audit Committee is to assist the Board in ful lling its oversight responsibilities of monitoring nancial reporting processes, reviewing the Companys established systems and processes for Internal nancial controls, governance and reviewing the Companys Statutory and Internal Audit activities. The Committee is in compliance with the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

The Company has established a vigil mechanism and oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

Nomination & Remuneration Committee:

In compliance with the provisions of Section 178 of the Act, the Board has constituted the Nomination and Remuneration Committee ("NRC"). The composition of NRC as on 31st March, 2026 was as under:

Name of Members

Designation Category No. of Meetings
Attended during 2025-26
Mrs. Dhruvi Kapadia Chairperson Independent Director 2 of 2
Ms. Aishwarya Singhavi Member Independent Director 2 of 2
Mrs. Sushiladevi Mittal Member Non-Executive Director 2 of 2

The Nomination & Remuneration Committee met 2 times during the Financial Year 2025-26. The Committee met on 1st September, 2025 and 31st December, 2025. The necessary quorum was present for all Meetings.

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are quali ed to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appoint-ment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining quali cations, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and su cient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between xed and incentive pay re ecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

Stakeholders Relationship Committee:

In compliance with the provisions of Section 178(5) of the Act, the Board has constituted the Stakeholders Relationship Committee ("SRC"). The composition of SRC as on 31st March, 2026 was as under:

Name of Members

Designation Category
Ms. Aishwarya Singhavi Chairperson Independent Director
Mr. Ajaykumar Mittal Member Managing Director
Mr. Atul Mittal Member Whole Time Director

The Stakeholders Relationship Committee met 1 time during the Financial Year 2025-26. The Committee met on 14th February, 2026. The necessary quorum was present for such Meeting.

20. DEMATERIALISATION OF EQUITY SHARES:

During the year under review, the Company has entered into tripartite agreements for dematerialization of Equity Shares with the Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2026, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN allotted is INE833Q01012.

21. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e., Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

22. CORPORATE GOVERNANCE:

The requirement speci ed in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para - C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company being listed on SME platform of Stock Exchange.

In additions to the applicable provisions of the Companies Act, 2013 will be applicable to the Company immediately up on the listing of Equity Shares on the Stock Exchanges. However, the Company has complied with the Corporate Governance requirement, particularly in relation to appointment of Independent Directors, constitution of an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board functions either on its own or through committees constituted thereof, to oversee speci c operational areas.

23. STATUTORY AUDITORS:

The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.

At the 16th Annual General Meeting held on 30th September, 2025, M/s. Milind Nyati & Co., Chartered Accountants (Firm Registration Number: 014455C), was appointed as Statutory Auditors of the Company to hold o ce for the period of 5 years i.e., for the nancial years 2024-25 to 2028-29.

The Auditors Report for scal 2026 does not contain any quali cation, reservation or adverse remarks. The Report is enclosed with the nancial statements in this Annual Report.

24. SECRETARIAL AUDITORS AND THEIR REPORT:

The remarks of auditors and notes on accounts are self-explanatory.

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. V. N. Vasani & Associates, Practicing Company Secretaries, (Peer Review No.: 1501/2021) Rajkot for nancial year 2025-26. The said Report is attached with this Report as Annexure E.

25. INTERNAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modi cation(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee of the company, M/s. Nirav D. Shah & Co. Chartered Accountants (FRN: 119132W), were appointed as the Internal Auditors of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditors conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no quali cations or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2025-26 which calls for any explanation from the Board of Directors.

26. COST AUDITORS AND THEIR REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company duly maintain the cost accounts and records.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Devang Patel & Associates, Cost Accountants, (Firm Registration Number: 101976) as Cost Auditors of the Company to conduct Audit of the cost

Accounting Records for the nancial year ending 31st March, 2027.

As required under the Companies Act, 2013, a resolution seeking Members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their rati cation.

The Board recommended passing the necessary resolutions as set out in the notice.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions of Corporate Social Responsibility as prescribed under section 135 of the Companies Act 2013 are not applicable to the company as it doesnt meet any of the criteria stipulated therein during reporting Financial Year. Accordingly, the CSR Reporting under The Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company for the year.

28. GENERAL:

28.1 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

28.2 INSURANCE:

The movable and immovable properties of the Company including Plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of re, riot, strike, malicious damage etc.

28.3 DEPOSITS:

The Company has not accepted any deposits from the public falling within the preview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no overdue deposits.

28.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines de ned by the Company.

28.5 NAME OF THE COMPANY WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES/ ASSOCIATES/ JOINT

VENTURES:

The Company does not have any Subsidiary/ Associate Company / Joint Ventures during the nancial year under review.

28.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have a rmed compliance with the code of conduct.

28.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no signi cant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

28.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

28.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review and the Company has been set up Internal Complaints Committee (ICC) to redress complaints received regarding Sexual Harassment.

The Company has in place an Anti-Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company did not receive any complaint.

a. Number of complaints received during the year Nil b. Number of complaints disposed o during the year Nil c. Number of cases pending for more than 90 days Nil

28.10 DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of The Maternity Bene t Act, 1961 to the extent applicable.

28.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

28.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide avenues to the stakeholders to bring to the attention of the management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy.

30. REGISTRAR & SHARE TRANSFER AGENT (RTA):

To facilitate dematerialization and share transfer functions, the Company appointed Bigshare Services Private Limited as its Registrar and Transfer Agent (RTA) for both National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) facilities, covering both electronic and physical share transfer activities.

31. CAUTIONARY STATEMENT:

Statement on this Directors Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable Securities Laws and Regulations. Actual results could di er materially from those expressed or implied.

Important factors that could make di erence to the Companys operation include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economics developments within & outside India and other ancillary factors.

32. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly e ect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

33. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the nancial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The signi cant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

34. ACKNOWLEDGMENT:

The Board of Directors express their sincere gratitude for the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

The Board of Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.