Mukka Proteins Ltd Directors Report

4. TRANSFER TO RESERVES:

During the period under review, no amount has been transferred to the General Reserve of the Company.

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

During the financial year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.

6. CHANGES IN THE NATURE OF BUSINESS:

During the year under review, the Company expanded its business portfolio by entering the Waste Management segment through Leachate Management solutions and the Frozen & Value-Added Products segment comprising Surimi, Crustaceans, Cephalopods and Scombroid/Non-Scombroid products. These business verticals complement the Companys existing Fish Protein and Alternate Protein businesses and are in line with the existing objects of the Company. Accordingly, while the Company has diversified its business operations, there has been no change in the principal nature of business of the Company during the year under review.

7. MATERIAL CHANGES AND COMMITMENTS:

Pursuant to Section 134(3)(l) of the Companies Act, 2013, except as stated below, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report:

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on 15th May 2026, approved the raising of funds through the issuance of Secured, Rated, Listed, Redeemable Non-Convertible Debentures aggregating up to ^75.00 Crore on a private placement basis, in one or more tranches, in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws. The Board also approved the incorporation of Lanka Bio Proteins Private Limited, Sri Lanka, in which the Company proposes to acquire a 49% stake by subscribing to the share capital for an amount not exceeding ^2.50 Crore, and approved the incorporation of MPL FC HRC JV, a partnership firm, with 51% capital contribution for execution of the animal waste treatment project.

Further, at its meeting held on 12th June 2026, the Board approved the issuance and allotment of up to 2,00,00,000 Fully Convertible Warrants on a preferential basis at an issue price of ^23.50 per Warrant, aggregating up to ^47.00 Crore. The Members approved the said preferential issue through Postal Ballot on 12 July 2026. The Board also approved strategic investments for acquisition of 51% stake in Delta Marine Products for an amount not exceeding ^11.10 Crore and 51% stake in Aqua Marine for an amount not exceeding ^15.00 Crore by way of capital contribution in one or more tranches. As on date, the acquisition of Delta Marine Products was completed.

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

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

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As on 31st March 2026 your Company had 358 employees (on a standalone basis), comprising of 309 males, 49 females and 0 transgender employees.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-B to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirms that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements 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. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31st March 2026, your Companys Board had 8 (Eight) members comprising of 3 (Three) Executive Directors, 2 (Two) Non-Executive Non-Independent Directors including one Woman Director and 3 (Three) Non-Executive Independent Directors. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in context of your Companys business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors:

During the year under review, following changes took place in the Directorships:

a) Appointment/Re-appointment of Directors:

During the year under review, there is no change in the composition of the Board of Directors of your Company.

The existing terms of Mr. Kalandan Mohammed Haris (DIN: 03020471) as Managing Director and Chief Executive Officer, Mr. Kalandan Mohammed Althaf (DIN:03051103) as Whole-Time Director and Chief Financial Officer and Mr. Kalandan Mohammad Arif (DIN:03020564) as Whole-Time Director and Chief Operating Officer of the Company would expire on 19th January 2027 and Mr. Karkala Shankar Balachandra Rao (DIN: 03589394), Mr. Hamad Bava (DIN: 09448423) and Mr. Narendra Surendra Kamath (DIN: 07255904) as a Non-Executive Independent Directors of the Company would expire on 14th January 2027 and the Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, in its meeting held on 12th August 2026 has re-appointed them for a further period of 5(five) years on the terms, conditions and remuneration as detailed in the Notice convening the ensuing Annual General Meeting (AGM), subject to the approval of shareholders.

b) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Kalandan Mohammad Arif (DIN: 03020564) and Mrs. Umaiyya Banu (DIN: 03051040) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for reappointment.

The Board recommends the re-appointment of Mr. Kalandan Mohammad Arif (DIN: 03020564) and Mrs. Umaiyya Banu (DIN: 03051040) as Directors, for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36(3) of SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.

c) Resignation/Cessation:

During the year under review, there has been no cessation or resignation of any Director.

Board Diversity:

Your Company recognises the benefits of having a diverse Board and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.

Your Company believes that a diverse Board contribute towards driving business results, make corporate governance more effective, enhance quality and responsible decision-making capability, ensure sustainable development and enhance the reputation of the Company.

Declaration from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI Listing Regulations. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI Listing Regulations and are independent from Management. The Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) in their respective fields. The Independent Directors have also confirmed that they have registered their names in the Independent Directors databank with the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Key Managerial Personnel ("KMP"):

As on the date of this report, the following are Key Managerial Personnel ("KMP") of your Company as per Sections 2(51) and 203 of the Act:

12. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has adopted a framework, duly approved by the Board of Directors for Familiarization Programmes for Independent Directors. The objective of the framework is to ensure that the Independent Directors have a greater insight into the business of the Company, enabling them to contribute more effectively to decision making.

The details of Familiarization Programme have been uploaded on the website of the Company at

14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on 31st March 2026, your Company had following subsidiaries, associates and joint ventures:

A. Subsidiaries:

1) Haris Marine Products Private Limited

2) Ento Proteins Private Limited

3) Atlantic Marine Products Private Limited

4) Ocean Proteins Private Limited

5) FABBCO Bio Cycle and Bio Protein Technology Private Limited

6) Ocean Aquatic Proteins LLC (Overseas Subsidiary)

7) United Gulf Fishery Products LLC (Overseas Subsidiary)

B. Associates: Nil

C. Joint Ventures:

1) MPL HRC Jathin Ecosolutions LLP (Formerly MPL HRC Ecosolutions LLP)

There has been no change in the nature of business of these subsidiaries. Your Company does not have any material subsidiaries for the financial year ended 31st March 2026 pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations.

A report on the performance and financial position of each of the Subsidiaries, Associates and Joint Ventures and their contribution to the overall performance of the company for the financial year ended 31st March 2026 in prescribed Form AOC - 1 as per the Companies Act, 2013 is set out in Annexure-C and forms an integral part of this Report.

During the period under review, the following changes occurred in the Companys holding structure:

The following companies became Subsidiaries of the Company:

• Ocean Proteins Private Limited, an Associate Company has become a Subsidiary of the Company pursuant to the acquisition of additional shares. The holding of the Company has increased from 40% to 51% in Ocean Proteins Private Limited w.e.f. 30th December 2025.

• The Company has subscribed/acquired 51% of the issued and paid-up equity share capital of FABBCO Bio Cycle and Bio Protein Technology Private Limited, accordingly, it became a Subsidiary of the Company w.e.f. 2nd September 2025.

• The Company has acquired 68% of the issued and paid-up equity share capital of United Gulf Fishery Products LLC, accordingly, it became a Subsidiary of the Company w.e.f. 26th December 2025.

• Haris Marine Products Private Limited, a Subsidiary Company became a Wholly Owned Subsidiary of the Company pursuant to the acquisition of the additional shares by the Company. The holding of the Company has increased from 98% to 100% in Haris Marine Products Private Limited w.e.f. 30th March 2026.

• Ento Proteins Private Limited, a Subsidiary Company became a Wholly Owned Subsidiary of the Company pursuant to the acquisition of the additional shares by the Company. The holding of the Company has increased from 74.01% to 100% in Ento Proteins Private Limited w.e.f. 23rd February 2026.

The following entity became a Joint Venture of the Company:

• The Company has incorporated and acquired 76% of voting power in MPL HRC Jathin Ecosolutions LLP (Formerly MPL HRC Ecosolutions LLP), accordingly, it became a Joint Venture of the Company w.e.f. 26th December 2025.

Further, below is the brief note on the performance of the Subsidiaries and Joint Ventures:

Haris Marine Products Private Limited: The company has recorded a Turnover of Rs. 21.31 million during the year under review, as against the Turnover of Rs. 9.23 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 13.87 million during the year under review, as against the Profit After Tax of Rs. 22.40 million during the previous year.

Ento Proteins Private Limited: The company has recorded a revenue from operations of Rs. 81.00 million during the year under review, as against the revenue from operations of Rs. 74.63 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 8.89 million during the year under review, as against the Profit After Tax of Rs. 4.95 million during the previous year.

Atlantic Marine Products Private Limited: The company has recorded a revenue from operations of Rs. 1409.42 million during the year under review, as against the revenue from operations of Rs. 756.26 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 23.38 million during the year under review, as against the Profit After Tax of Rs. 8.61 million during the previous year.

Ocean Proteins Private Limited: The company has recorded a revenue from operations of Rs. 880.84 million during the year under review, as against the revenue from operations of Rs. 507.04 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 43.44 million during the year under review, as against the Net Loss of Rs. 8.16 million during the previous year.

FABBCO Bio Cycle and Bio Protein Technology Private Limited: The company has recorded a revenue from operations of Rs. 64.90 million during the year under review, as against the revenue from operations of Rs. 42.92 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 2.29 million during the year under review, as against the Net Loss of Rs. 2.04 million during the previous year.

Ocean Aquatic Proteins LLC, Oman: The company has recorded a Turnover of Rs. 847.62 million during the year under review, as against the Turnover of Rs. 1,337.30 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 16.33 million during the year under review, as against the Profit After Tax of Rs. 31.10 million during the previous year.

United Gulf Fishery Products LLC: The Company commenced commercial operations during the financial year under review. Accordingly, during the year, the Company recorded a turnover of Rs. 372.55 million and has recorded a Profit After Tax of Rs. 55.03 million.

MPL HRC Jathin Ecosolutions LLP (Formerly MPL HRC Ecosolutions LLP): The LLP has not commenced commercial operations during the financial year under review.

15. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements required pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rule, 2014 have been prepared in accordance with the relevant accounting standards as per the Companies (Indian Accounting Standard) Rules, 2015. The audited consolidated financial statement is provided along with the Standalone Financial Statement.

16. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding during the period under review.

17. MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

18. INDEPENDENT DIRECTORS MEETING:

During the year under review a separate meeting of the Independent Directors of the Company was held on 11th February 2026, without the presence of Non-Independent Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

19. COMMITTEES OF THE BOARD:

As required under the Act and the SEBI Listing Regulations, your Company has constituted 4 (Four) committees of the Board, namely:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee; and

4) Corporate Social Responsibility Committee.

A detailed note on the composition of the Board and its committees, including its terms of reference, is provided in the Corporate Governance Report, which forms part of this Annual Report. The composition and terms of reference of all the Statutory Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and SEBI Listing Regulations.

20. AUDIT COMMITTEE:

The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process and vigil mechanism.

During the period under review the Audit Committee met 5 (Five) times on 15th May 2025, 26th July 2025, 13th August 2025, 12th November 2025 and 12th February 2026.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans given, investments made and guarantees given and securities provided by the Company under Section 186 of the Act during the financial year 2025-26 are disclosed in the notes to Financial Statements which forms part of this report.

22. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The Company has in place a robust process for approval of related party transactions and on dealing with related parties. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Board of Directors.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length basis.

All related party transactions entered during the year were in ordinary course of the business and at an arms length basis. 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, as amended, in Form AOC-2 is provided in the Annexure-D to this Report.

23. NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

i. To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of Directors (Executive and Non-executive) and persons who may be appointed in Senior Management, Key Managerial positions and recommend to the Board policies relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees;

24. SUCCESSION PLANNING:

The Company believes that succession planning for the Board members and Senior Management is very important for creating a robust future for the Company. The Nomination and Remuneration Committee plays a pivotal role in identifying successors to the members of the Board, Key Managerial Personnel and Senior Management and invests substantial time with the Managing Director on succession planning.

The Company has a succession planning policy in place which intends to achieve the following:

i. To identify and nominate suitable candidates for the Boards approval to fill the vacancies which arises in the Board of Directors from time to time.

ii. To identify the competency requirements of critical and key positions in the Company, assess potential candidates and develop required competency through planned development and learning initiatives.

iii. To identify the key job incumbents in Senior Managerial positions and recommend whether the concerned individual be granted an extension in term/service or be replaced with an identified internal or external candidate or recruit other suitable candidate(s).

i_v. To ensure the systematic and long-term development of individuals in the senior management level to replace the individuals when the need arises due to deaths, disabilities, retirements and other unexpected occurrence.

25. CORPORATE SOCIAL RESPONSIBILITY:

The CSR committee met once during the year under review on 26th July 2025. The company has spent Rs. 1,22,00,000 towards the CSR obligation for the present financial year. The Annual Report on CSR activities is annexed and forms part of this report as Annexure- E.

26. ANNUAL RETURN:

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report ("MD&A"), is presented in a separate section forming part of this Annual Report.

28. SHARE CAPITAL:

Changes in Authorised Share Capital:

During the year under review, there has been no change to the Authorised Share Capital of the Company.

Authorised Share Capital:

As on 31st March 2026, the Authorised share capital of the Company was Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 40,00,00,000 (Forty Crores only) Equity Shares of Face Value Re. 1/- (Rupee One only) each.

Issued, Subscribed and Paid-up Share Capital:

As on 31st March 2026, the Issued, Subscribed and Paid-up share capital of the Company was Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 30,00,00,000 (Thirty Crores only) Equity Shares of Face Value Re. 1/- (Rupee One only) each.

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on 12th June 2026, approved the issuance of up to 2,00,00,000 (Two Crore) Fully Convertible Warrants on a preferential basis to identified persons/entities belonging to the Non-Promoter Category, at an issue price of Rs. 23.50 (Rupees Twenty-Three and Fifty Paise only) per Warrant, aggregating up to Rs. 47.00 Crore, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Members of the Company approved the said preferential issue through Postal Ballot on 12th July 2026.

Your Company has not issued any bonus shares, sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise.

29. STATUTORY AUDITORS AND AUDITORS REPORT:

The shareholders in the 14th AGM, approved the re-appointment of M/s. Shah and Taparia, Chartered Accountants (Firm Registration No. 109463W), as the Statutory Auditors, for a further period of 5 (Five) years i.e. from the conclusion of the 14th AGM held on 26th September 2024 till the conclusion of 19th AGM of the Company to be held in the financial year 2029-30.

The Auditors Report for the financial year ended 31st March 2026, does not contain any qualification, reservation or adverse remark. Further the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors.

Representatives of the Statutory Auditors of the Company attended the 15th Annual General Meeting of the Company held on 18th September 2025.

30. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Board has appointed Mr. Sirajuddin, Chartered Accountant, as Internal Auditor of the Company. The Internal Auditor monitors and evaluates the effectiveness and adequacy of internal control systems in the Company, its compliances with the operating systems, accounting procedure and policies at all locations of the Company and reports to the Audit Committee on a quarterly basis.

31. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, appointment of cost auditor is not applicable to the Company.

32. SECRETARIAL AUDITORS:

Pursuant to the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Members of the Company, at the Annual General Meeting held on 18th September 2025, approved the appointment of M/s. Chethan Nayak & Associates, Company Secretaries, (FRN: P2013KR029100) (Peer Review Certificate No.: 3095/2023), a peer-reviewed Company Secretary Firm in Practice, as the Secretarial Auditors of the Company for a term of five (5) consecutive years commencing from the financial year 2025-26 to financial year 202930.

The Secretarial Auditors Report for the Financial Year 2025-26 being self-explanatory does not call for any further comments from the Board of Directors. The Secretarial Audit Report is appended as Annexure-F and forms part of this Annual Report.

Annual Secretarial Compliance Report:

A Secretarial Compliance Report for the financial year ended 31st March 2026, on compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been obtained from M/s. Chethan Nayak & Associates, Company Secretaries, (FRN: P2013KR029100), Secretarial Auditor of the Company.

33. REPORTING OF FRAUD:

During the year under review, none of the auditors have reported any instances of fraud committed in the Company by its officers or employees as specified under Section 143 (12) of the Act..

34. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI").

35. CORPORATE GOVERNANCE REPORT:

The Company has complied with the requirements of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, and accordingly, the Corporate Governance Report and the requisite certificate from M/s. Chethan Nayak & Associates, Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance forms a part of this Report.

Your Company has also been enlisted in the new SEBI complaint redressal system (SCORES) enabling the investors to register their complaints, if any, for speedy redressal.

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Act.

36. RISK MANAGEMENT:

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. It provides for identification of risk, its assessment and procedures to minimize risk and is being periodically reviewed to ensure that the executive management controls the risk as per decided policy.

Since the Company doesnt fall under the top 1000 listed entities and is also not a ‘high value debt listed entity the provisions of constitution of Risk Management Committee are not applicable to the Company.

37. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information and such controls are operating effectively.

The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors are periodically apprised of the internal audit findings and corrective actions are taken accordingly. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

The details in respect of internal controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

38. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Details of complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review:

39. MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 and the amendments thereto, wherever applicable. The Company is committed to promoting a safe and supportive work environment and has implemented all necessary measures to ensure that the benefits and protections mandated under the Act are extended to eligible women employees, including maternity leave, nursing breaks, and other prescribed entitlements.

40. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided.

41. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard on the Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) as issued and amended from time to time by the Institute of Company Secretaries of India.

42. OTHER DISCLOSURES:

During the financial year under review:

a) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of one-time settlement with any Bank or Financial Institution.

h) The Company does not have any shares in unclaimed suspense demat account.

43. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statements. Some of the factors that could affect the Companys performance could be the demand and supply for Companys product and services, changes in Government regulations, tax laws, forex volatility etc.

44. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, vendors, suppliers, customers, shareholders and all other stakeholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of all the employees.