Monarch Surveyors and Engineering Consultants Ltd Directors Report

Declaration and Payment of dividend

The Board of Directors is pleased to recommend a dividend of Rs. 1.60 per equity share of Rs. 10 each (16%) for the financial year ended March 31, 2026. The recommendation has been made in accordance with the parameters set out in the Companys Dividend Distribution Policy and is proposed to be paid out of the profits earned during the year, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") scheduled to be held on September 16, 2026. If approved, the dividend would result in a cash outflow of 228.68 Lakhs. The total dividend payout works out to 6.14% of the Companys standalone net profit.

The dividend once approved by the Shareholders will be paid on or from September 16, 2026 and before October 15, 2026.

Record date

In order to determine the eligibility of shareholders to receive the dividend for the financial year ending on March 31, 2026, the Company has fixed Wednesday, June 03, 2026, as the record date.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 2025.

5. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI circulars issued from time to time, the requirement to furnish a Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company for the financial year under review. Accordingly, the Company is not required to annex the BRSR as part of its Annual Report.

6. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no such amount pending with the Company which is required to be transferred to the Investor Education and Protection Fund.

8. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has transferred a Net Profit of Rs. 37,23,36,000/- to the General Reserve during the Financial Year ended March 31, 2026.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board comprises of following:

As on the date of the report, the Board comprises, 1 Managing Director, 3 Whole Time Director, 3 Independent Director and 1 Executive Director.

Appointment/ Resignation:

During the year under review, Ms. Supriya Suresh Chougule tendered her resignation from the position of Chief Financial Officer of the Company with effect from the close of business hours on February 04, 2026. The Board places on record its appreciation for the invaluable association and service to the Company by Ms. Supriya Suresh Chougule during her tenure as the Chief Financial Officer (KMP) of the Company.

Further, based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors appointed Mr. Sanjay Premkumar Kandhari as the Chief Financial Officer ("CFO") and Key Managerial Personnel of the Company with effect from February 06, 2026. The Board welcomes him and looks forward to his continued contribution to the Company.

Board of Directors (BOD):

Key Managerial Personnel (KMP):

Independent Directors:

In terms of Section 149 of the Companies Act, 2013, Mr. Sanjay Bhaskarrao Mahashabde and Mr. Sakharam Bhagwanrao Tamsekar and Mr. Anil Sadashiv Shelar are the Independent Directors of the Company as on date of this report. The Board is of the opinion that the Independent Directors are persons of high integrity and possess the requisite expertise and experience (including the proficiency). All the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder. All Independent Directors of the Company have given declaration under Section 149 (7) of the Act, that they meet the criteria laid down in Section 149 (6) of the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors.

Re-appointment of Directors retiring by rotation:

In terms of the provisions of the Section 152 Companies Act, 2013, Mr. Bhartesh Rajkumar Shah (DIN: 01176236) Whole-time Director of the Company and Mrs. Usha Sunil Kokare (DIN: 10498061) Director of the Company retires at the ensuing AGM and being eligible, seeks reappointment. A resolution seeking the re-appointment of Mr. Bhartesh Rajkumar Shah (DIN: 01176236) Whole-time Director of the Company and Mrs. Usha Sunil Kokare (DIN: 10498061) Director of the Company forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held

on September 16, 2026. The profile and particulars of experience, attributes and skills of both directors together with their other directorships and committee memberships have been disclosed in the Notice of the Annual General Meeting.

10. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentation in quarterly meetings. The Board meetings are prescheduled, and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

During the period under review, the Board met 23 (Twenty - Three) times and the gap between two Board meetings did not exceed 120 days, Annexure A is attached for ready reference.

11. COMMITTEES OF THE BOARD:

Committees appointed by the Board focus on specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board on matters in their areas or purview.

Following are few major committees which are required to be constituted by the Board:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Executive Committee;

• Prevention of Sexual Harassment (POSH) Committee.

Details of Committee are as follows:

Audit Committee

A qualified and Independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013.

The Audit Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity, and quality of financial reporting. During the year under review, the Board accepted all recommendations made by the Audit Committee.

The Audit Committee comprises of following members.

Sanjay Bhalchandra Vidwans Whole-time Director

Five (5) meetings of the Committee were held during the period ended March 31, 2026 on May 29, 2025, September 24, 2025, October 07, 2025, November 10, 2025 and February 06, 2026 detailed as under:

Further, there were no such instances where the recommendation of the Audit Committee was not accepted by the Board during the Financial Year under review.

Nomination and Remuneration Committee (NRC)

A qualified and Independent Nomination and Remuneration Committee (NRC) has been set up by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee ("NRC") of the Board is entrusted with the responsibility for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, financial condition, and compliance requirements. The Nomination and

Remuneration Committee (NRC) comprises of following members:

Three (3) meetings of the Committee were held during the period ended March 31, 2026 on October 07, 2025, November 10, 2025 and February 06, 2026 detailed as under:

Stakeholders Relationship Committee

A qualified and Independent Stakeholders Relationship Committee has been set up by the Board in compliance with the requirements of Section 178(5) of Companies Act, 2013.

This Committee is primarily responsible to review all matters connected with the Companys transfer/ transmission of securities and redressal of shareholders / investors / security holders complaints.

The Stakeholders Relationship Committee (SRC) comprises of following members:

The Committee met once on November 10, 2025 during the year under review and Mr. Sakharam Bhagwanrao Tamsekar, Independent Director, Mr. Sanjay Bhaskarrao Mahashabde, Independent Director and Usha Sunil Kokare, Director attended the meeting.

Corporate Social Responsibility (CSR)

A qualified Corporate Social Responsibility Committee has been set up by the Board in compliance with the requirements of Section 135(1) of Companies Act, 2013.

The following are the terms of reference and roles and responsibilities assigned to the Corporate Social Responsibility ("CSR") Committee by the Board in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time:

• To formulate and recommend a CSR policy to the Board;

• To point out the activities to be undertaken by the Company as enumerated in Schedule VII;

• To recommend the amount of expenditure to be incurred on the CSR activities to be undertaken by the Company;

• To establish the transparent controlling mechanism for the implementation of the CSR projects or programs or activities undertaken by the Company.

The Corporate Social Responsibility Committee comprises of following members.

Two (2) meetings of the Committee were held during the period ended March 31, 2026 on May 29, 2025 and February 06, 2026 detailed as under:

Executive Committee

The Board of Directors has constituted an Executive Committee to facilitate the efficient handling of routine and urgent business matters of the Company.

The Executive Committee (EC) comprises of following members:

The Executive Committee is entrusted with the responsibility of managing day-to-day operations and routine business transactions of the Company, within the framework and authority delegated by the Board. The Committee also deals with specific matters as defined at the time of its constitution, including but not limited to operational decisions, administrative approvals, and other urgent matters requiring timely action.

Prevention of Sexual Harassment (POSH) Committee

The Company is committed to providing a safe, secure, and harassment-free work environment to all its employees. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Committee (POSH Committee) to address complaints relating to sexual harassment at the workplace.

The Prevention of Sexual Harassment (POSH) Committee comprises of following members:

The Committee is responsible for the prevention, prohibition, and redressal of complaints of sexual harassment at the workplace. It ensures awareness among employees about the Companys policy on prevention of sexual harassment and conducts inquiries into complaints received, in a fair and timely manner.

The Committee operates in accordance with the provisions of the Act and the rules framed thereunder, ensuring confidentiality, impartiality, and protection against victimization.

12. AUDIT:

Statutory Auditor

In terms of section 139 of the Act, M/s. C. R. Sagdeo & Co., Chartered Accountants, (Firm Registration Number: 108959W), Mumbai was appointed as

statutory auditors of the Company at the Twenty Fifth Annual General Meeting held in the year of 2024 till the conclusion of the Thirtieth Annual General Meeting to be held in the year 2029. The Statutory Auditors Report for FY 2025-26 on the Financial Statement of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

The statutory auditors have confirmed they are not disqualified from continuing as auditors of the Company.

During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section 134(3)(Ca) of the Companies Act, 2013.

Secretarial Auditor

The Board of Directors appointed M/s. AKA & Associates, Company Secretaries, Pune, as the Secretarial Auditor of the Company on November 10, 2025, to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026, pursuant to Section 204 of the Companies Act, 2013, forms part of this Report and is annexed herewith as Annexure C.

The Secretarial Auditor has given his observations in the report on which management replies are as follows:

Further, pursuant to the provisions of Sections 179 and 204 and other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder, as amended from time to time, and subject to the approval of the Members of the Company, the Board of Directors, based on the recommendation of the Audit Committee, has approved and recommended

the appointment of M/s. KJL & Associates, Company Secretaries (Certificate of Practice No. 14093 and ICSI UIN: S2015MH294900), as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from FY 2026 - 27 to FY 2030 - 31 to conduct the Secretarial Audit of the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors appointed Mr. Anuj Shashikumar Bajoria as the Internal Auditor of the Company for conducting the Internal Audit of the Company for the Financial Year 2025-26. The appointment was made on October 07, 2025.

Cost Record and/or Cost Audit

During the year under review, the Company does not fall within the provisions of Section 148 of Companys Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

During the Financial Year under review, there are no qualifications, adverse remarks or disclaimers made by the Statutory Auditor on the financial statements of the Company.

14. REPORTING OF FRAUD BY STATUTORY AUDITORS:

During the period under review, there were no frauds reported by the Statutory Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2026:

a) I n the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departure;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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;

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 were operating effectively; and

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

16. ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Board has laid down policies and processes with respect to internal financial controls and such internal financial controls are adequate and operating effectively. The internal financial controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to Companys policies, safeguarding of the assets of the Company, prevention, and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

17. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this Annual report.

18. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has comprehensive internal control mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention, and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Companys internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such

internal financial controls concerning the Financial Statements are adequate.

The Company has a strong and independent inhouse Internal Audit department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. The remediation of deficiencies as identified by the IA department has resulted in a robust framework for internal controls and details of which are provided in the Management Discussion and Analysis Report. Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls.

19. RISK MANAGEMENT POLICY:

The Company has framed and reviewed the risk Management Policy which covers practices relating to Companys enterprise-wide risk management framework and also the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and there is an adequate risk management infrastructure in place capable of addressing those risks.

Risk is assessed and mitigated by the Risk Management Procedure involving identification and prioritization of risk events; Categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks; Risk Mitigation & Control and update risk identification and prioritization.

This Policy seeks to minimize the adverse impact of these risks, thus enabling the Company to control market opportunities effectively and enhance its longterm competitive advantage. Several risks can impact the achievement of a particular business objective. Similarly, a single risk can also impact the achievement of several business objectives. The focus of risk management is to assess risks and deploy mitigation measures. This is done through periodic review of the risk and strategy of the Board.

During the year, the Company has carried annual risk survey across the organizations to get inputs of key risks in achieving business objectives, their impact on growth and mitigation actions to minimize such impact. The Company also regularly assess business environment including external as well as internal indicators along with assessments by market segments, growth of top clients, monetary risk and credit risk.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

The particulars of loans, guarantees, and investment covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

21. PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company/ Company Secretary at cs@monarchltd. com

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure.

22. MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF REPORT: -

There have been no material changes or commitments affecting the financial position of the Company between the date of the Balance Sheet, i.e., March 31, 2026, and the date of this Report, except as stated below:

Subsequent to the close of the Financial Year, the Company completed the acquisition of GM & FE Ryan Pty Ltd (ACN: 085 586 910), Trustee of GMR Engineering Services Unit Trust (ABN: 83 408 901 287), Australia, upon fulfilment of the agreed conditions precedent, execution of the definitive transaction documents, and receipt of the requisite statutory, regulatory, and corporate approvals.

Consequent to the completion of the acquisition, the said entity became a wholly owned subsidiary of the Company after March 31, 2026. The acquisition represents a material corporate development and is expected to strengthen the Companys international presence and engineering capabilities. Save as aforesaid, no other material changes or commitments have occurred between the date of the Balance Sheet and the date of this Report that would materially affect the financial position of the Company.

23. SHARE CAPITAL:

Authorised Share Capital:

As on March 31, 2026, the Authorised share capital of the Company is Rs. 25,00,00,000/- (Twenty-Five Crore only) comprising of 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Rs. 10/- each.

Paid up Share Capital:

As on March 31, 2026, the Paid-up share capital of the company is Rs. 14,15,60,000/- (Fourteen Crore Fifteen Lakh Sixty Thousand Only) comprising of 1,41,56,000 (One Crore Forty-One Lakh Fifty-Six Thousand Only) Equity Shares of Rs. 10/- each. During the year following events occur:

Shares Allotted as fully paid up by way of IPO:

During the year under review, the Company has successfully come with Initial Public Offering (IPO)

comprising 37,50,000 equity shares of face value Rs. 10 each, issued at a price band of Rs. 237 to Rs. 250 per equity share, including a premium of up to Rs. 240 per equity share, aggregating up to Rs. 93.75 crore. The issue included a reservation of 2,07,000 equity shares for subscription by the Market Maker. The Companys equity shares were subsequently listed on the BSE SME Platform.

24. RELATED PARTY TRANSACTIONS:

All contracts, arrangements and transactions entered by the Company with related parties during FY 202526 (including any material modification thereof), were in the ordinary course of business and on an arms

length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

None of the contracts, arrangements and transactions with related parties, required approval of the Board/ Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2025-26 and hence the same is not provided. The details of the transactions with related parties during FY 2025-26 are provided in the accompanying financial statements.

25. ANNUAL RETURN:

26. SHIFTING OF REGISTERED OFFICE:

During the period under review the Company has not shifted its Registered Office during the period under review.

27. DEPOSITS:

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

28. LOANS FROM DIRECTORS AND THEIR RELATIVES:

During the year under review, the Company has not accepted any loans from Directors and their relatives.

29. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY:

As on March 31, 2026, the Company did not have any Holding Company or Subsidiary Company. Accordingly, no remuneration or commission was received by any Director from a Holding Company or Subsidiary Company during the financial year under review.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations during the year under the review.

31. DETAILS OF EMPLOYEES:

Your Company promotes employee well-being by maintaining a healthy, inclusive, and engaging work environment, which fosters mutual respect, collaboration, and professional growth. It is committed to building a diverse and empowered workforce by attracting talented individuals, investing in their development, and creating a culture of continuous learning and performance excellence.

Further, given below is the classification of employees as on March 31, 2026:

There are no employees drawing salary of Rs. One Crore and Two Lakh per annum or Rs. Eight Lakh and Fifty Thousand per month.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D to this report.

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

The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress the complaints, received, if any.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company provides a safe and dignified work environment for employee who is free of discrimination; further the Company conducts awareness Programme at regular interval of time. The objective of this policy is to provide protection against sexual harassment to women at workplace and for redressal of any such complaints of harassment.

During the year under review, in this regard, in terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, read with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rule 2013, the report for the year ended on March 31, 2026.

No. of Complaints received in the year: Nil

No. of complaints disposed off in the year: Nil

Cases pending for more than 90 days: Nil

No. of workshops and awareness programmes conducted in the year: Nil

Nature of action by employer or District Officer, if any Nil

34. COMPANYS WEBSITE

35. CORPORATE GOVERNANCE

Since the Company is listed on BSE SME, the Company is exempt from applicability of certain regulations pertaining to Corporate Governance under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has been practising sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions and strive to comply non-mandatory requirements of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

36. HUMAN RESOURCE DEVELOPMENT:

The talent management strategy of your Company focuses on being customer centric, competitive superior, performance driven and future ready. The initiatives and processes strive to deliver the unique talent promise of Building Winning Businesses, Developing Business Leaders and Creating Value for India. The talent development practices help create, foster and strengthen the capability of human capital to deliver critical outcomes on the vectors of strategic impact, operational efficiency and capital productivity.

37. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015

In accordance with the offer document of the Initial Public Offer, the Company had estimated utilization of Rs. 31.99 Crores towards Funding Capital Expenditure for purchase of machinery, Rs. 30.00 Crores towards Working Capital Requirements and Rs. 22.81 Crores towards General Corporate Purpose. The actual utilization was Rs. 4.76 Crores towards Funding Capital Expenditure for purchase of machinery and Rs. 66.43 Crores still remained unutilized.

38. CODE OF BUSINESS ETHICS AND CONDUCT:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. Effective corporate governance is necessary to retain the trust of the stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the center stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

The Board has prescribed a Code of Business Ethics and Conduct (COBEC) that provides for transparency, ethical conduct, a gender friendly workplace, legal compliance and protection of Companys property and information. COBEC is a set of guiding principles and covers all directors, employees, third party vendors, consultants and customers across the world. COBEC is periodically reviewed taking into account the prevailing business and ethical practices.

39. DETAILS OF VIGIL MECHANISM:

The Company has adopted a whistle blower policy and has established necessary vigil mechanism as defined under section 177(9) of the Companies Act, 2013 for stakeholders including directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys

code of conduct or ethical policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism.

40. CASH FLOW

A Cash Flow Statement for the year ended 31^st March 2026 is attached to the Financial Statements.

41. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their meeting held on November 10, 2025 who also reviewed the performance of the Board and Committee as whole. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning. The Directors were evaluated on aspects such as attendance and contribution at Board / Committee Meeting and guidance / support to the management outside Board / Committee Meetings. In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members. Evaluation of Independent Directors was done by the entire Board.

42. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Rule (6) of The Companies (Appointment and Qualifications) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirmed that they have complied with the Code of Independent Directors prescribed in Schedule IV of The Companies Act, 2013.

All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct.

43. CORPORATE SOCIAL RESPONSIBILITY:

Your Company firmly believes that its responsibility towards stakeholders extends beyond business operations and encompasses contributing to the social and economic development of the communities in and around its areas of operation. The principles of Corporate Social Responsibility (CSR) are deeply embedded in the Companys values and corporate culture, reflecting its commitment to creating a positive and sustainable impact on society.

The Board of Directors has considered the recommendations of the Corporate Social Responsibility Committee with respect to CSR expenditure for the Financial Year 2025-26. In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company was required to spend Rs. 64,80,313.33, being 2% of the average net profits of the preceding three financial years, on eligible CSR activities during the year under review.

Demonstrating its continued commitment towards social welfare and community development, the Company spent an amount of Rs. 66,00,000 on CSR activities during the Financial Year 2025-26, exceeding the statutory requirement.

During the year under review, the Company contributed the following amounts towards CSR initiatives:

a) Rs. 5,00,000/- to Bahujan Bahuuddesiya Gramin Vikas, Pune;

b) Rs. 6,00,000/- to NAAM Foundation, Pune; and

c) Rs. 55,00,000/- to Ifellow Foundation, Pune.

Thus, Pursuant to the provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is appended as Annexure B to the Report.

44. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT:

The Company has not revised its Financial Statements or its Boards Report during the year under review.

45. DETAILS OF APPLICATION MADE OR PROCEEDING, PENDING UNDER

INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

46. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

During the year under review, the company has duly complied with the provisions of the Maternity Benefit Act, 1961 that aim at protection of the employment rights of the women during the maternity period. Also, the Company has in place appropriate policies to ensure that maternity leave and benefits in accordance with the provisions of the said Act are extended to all the eligible women employees. Further, no complaints or non-compliances were reported under the Act during the year ended March 31, 2026.

47. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

ACKNOWLEDGEMENT:

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners, bankers, business associates, consultants, and various Government Authorities and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Company and also places on record their sincere appreciation for the dedicated services of the employees of the Company.