Neelam Linens and Garments India Ltd Directors Report

Dear Members,

The Board of Directors (“Board”) of Neelam Linens and Garments (India) Limited (“The Company”) with immense pleasure present their Report on the business and operations of your company together with the audited financial statements for the financial year ended 31st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Companys performance during the financial year ended 31st March, 2026 is summarized in the following table.

Amount in Lakhs (INR).

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025
Revenue	11,829.14	11,042.73
Other Income	298.57	121.63
Total Revenue	12,127.71	11,164.36
Less: Total Expenses	11,913.30	10,791.64
Profit Before Tax (PBT)	214.41	372.72
Less: Provision for tax
Current Tax	57.25	118.23
Deferred Tax	2.40	13.47
Profit After Tax (PAT)	154.76	267.95

2. STATE OF COMPANYS AFFAIRS & PERFORMANCE:

Your Company has seen increase in turnover during the year under review which accounted for Rs. 11,829.14 Lakhs as compared to Rs. 11,042.73 Lakhs in FY 2024-25. The Company has incurred Net Profit of Rs. 154.76 Lakhs as compared to Net Profit of Rs. 267.95 Lakhs in FY 2024-25. Your Company is very much optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your directors are hopeful that the results will be more encouraging in near future.

3. FUTURE PROSPECTS:

Company is planning to expand the business by introducing few retail stores internationally mostly in USA. We are also collaborating with collaboration partners like Instagram, Amazon, etc to enhance the ecommerce business. Our Strengths: Your Company has a strong, committed and dedicated workforce, which is a key to its sustained success. The Company believes that motivation, sense of ownership and satisfaction of its people are the most important drivers for its continued growth. Good governance practices combined with strong leadership has been the inherent strength of the Company. On the manufacturing front, we continue to build our capabilities and strengthen our processes. Through our robust efforts in implementing important initiatives in Quality and Compliance, we now see consistent positive outcomes from regulatory inspections. Our audit programs and effective internal controls ensure our compliance of all existing rules and regulations. Competition: The medical device industry is undergoing some major transformation with the latest technological advancements and the continuous influx of manufacturers entering the market. One of the biggest industries in healthcare, the medical device industry thrives on innovation and technology but currently witnesses strong competition in the market.

4. DIVIDEND:

Your directors do not recommend a dividend for the year ended March 31, 2026.

5. TRANSFER TO RESERVES:

There are no transfers to any specific reserves during the year.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year, there is no change in the nature of business of the Company.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

8. SHARE CAPITAL:

During the year under review, there were no changes in the Authorised Share Capital of the Company. As on March 31, 2026, the authorised share capital of the Company is Rs. 22,50,00,000/- (Rupees Twenty-Two Crore Fifty Lakhs) divided into 2,25,00,000 (Two Crore Twenty-Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

As at March 31, 2026, the paid-up Equity Share Capital of the Company stood at Rs. 20,21,80,000/- (Rupees Twenty Crore Twenty-One Lakhs Eighty Thousand) divided into 2,02,18,000 (Two Crore Two Lakhs Eighteen Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended March 31, 2026, there were no material changes and commitments affecting the financial position of the Company to which the financial results relate and the date of the Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors and Key Managerial Personnels:

The following changes took place at the positions of Directors and Key Managerial Personnel of the Company during FY 2025-26:

S. No	Name of Director/ CFO/CS	Designation	Appointment/ Cessation	Date of Appointment/ Cessation
1	Sandeep A. Dubey	Independent Director	Appointment	04/09/2025
2	Dinkal Manish Doshi	Independent Director	Cessation	29/10/2025
3	Supriya Gupta	Company Secretary and Compliance Officer	Cessation	10/03/2026

After the year ended 2025-26, Mr. Siddharth Vikram Sanghavi was appointed as Company Secretary and Compliance Officer of the Company w.e.f 30th May 2026.

ii. Composition of Board of Directors and Key Managerial Personnels:

As on March 31, 2026, your Companys Board of Directors comprises of the following Directors:

S. No.	Name of Director/CFO/CS	DIN/PAN	Designation (Promoter/Non- Promoter / Executive Director / Non-Executive Director / Independent Director)	Date of Appointment at Current Designation
1	Bhavin Kantilal Jethwa	03111560	Managing Director	22/09/2010
2	Janki Bhavin Jethwa	03111564	Whole-time Director	31/03/2025
3	Falguni R Shah	09806257	Independent Director	27/11/2023
4	Sandeep Dubey	07760812	Independent Director	04/09/2025
5	Nivesh Ramashankar Pathak	09604295	Independent Director	31/03/2025
6	Chetan Dinesh Solanki	DZCPS7860G	Chief Financial Officer	16/08/2022
7	Supriya Gupta	BEPPG1824J	Company Secretary and Compliance Officer	28/12/2023

iii. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

iv. Meetings of the Board:

The Board of Directors meets at regular intervals to deliberate on key matters concerning the operations, strategy, and overall governance of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other business matters.

During the year under review, the Company convened and held 12 Board Meetings on the following dates:

Board Meeting dates:

30/05/2025, 02/06/2025, 06/06/2025, 26/06/2025, 08/07/2025, 25/07/2025, 04/09/2025, 30/10/2025, 13/11/2025, 09/12/2025, 19/12/2025 and 15/03//2026.

v. General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1	Extraordinary General Meeting	27/06/2025
2	Annual General Meeting	30/09/2025

The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The names, designation & categories of the Directors on the Board, their attendance at respective Board Meetings held during the year and last Annual General Meeting and total number of Shares held by them in the Company are as under:

	Name of Directors Category	No. of Board meeting attended	Last AGM attende d	No. of Director ship in Other Company	Committee positions		No. of Shares as on 31st March 2026
					Member	Chairman
Mr. Bhavin Kantilal Jethwa	Managing Director	12	Yes	0	2	0	81,88,000
Mrs. Falguni R Shah	Non-Executive Independent Director	11	Yes	0	1	0	NIL
Mr. Sandeep Dubey	Non-Executive Independent Director	5	Yes	2	3	0	NIL
Mrs. Janki Bhavin Jethwa	Executive Whole-Time Director	11	Yes	0	0	0	7,75,000
Mr. Nivesh Ramashan kar Pathak	Non-Executive Independent Director	11	Yes	5	0	3	NIL

vi. Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

vii. Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and Rules made thereunder, the Company has three Non-Promoter Non-Executive Independent Directors in line with the Companies Act, 2013. The Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

In accordance with Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 15/03/2026. At the said meeting, the Independent Directors, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, and assessed the quality, quantity, and timeliness of flow of information between the Companys management and the Board. The Company has also adopted a Policy on Familiarisation Programme for Independent Directors to enable them to understand the business and operations of the Company and their roles, rights, and responsibilities. The details of such familiarisation programme are available on the website of the Company at www.neelamgarments.com.

viii. Performance evaluation:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee carried out the annual performance evaluation of the Board, its Committees, and individual Directors for the financial year 2025 26. The evaluation was conducted through a structured questionnaire and feedback mechanism, covering various parameters Neelam Linens and Garments (India) Limited /Annual Report 2025-2026 including the composition of the Board and its Committees, effectiveness in decision-making, fulfilment of responsibilities, and active participation of individual Directors in meetings. Based on the feedback received and reviewed by the Committee, the Board noted that the overall performance of the Board, its committees, and the individual Directors, including the Chairman, was found to be satisfactory. The Board also took note of certain suggestions for improvement, which would be implemented as appropriate.

11. COMMITTEES OF THE BOARD:

At present, there are three (3) Committees of the Board, i.e. Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Company is not mandated to form a Corporate Social Responsibility Committee. The Composition and other details related to the Committees are as follows:

Audit Committee

The audit committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013.

The terms of reference of the Audit Committee are broadly as under:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

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

4. Formulation of a policy on related party transactions, which shall include materiality of related party transactions; 5. reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given; 6. examining and reviewing, with the management, the financial statements before submission to the board for approval, with particular reference to: i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; ii. Changes, if any, in accounting policies and practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by management; iv. Significant adjustments made in the financial statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to financial statements; vi. Disclosure of any related party transactions; vii. Qualifications in the draft audit report.

7. Reviewing, with the management, quarterly, half-yearly and annual financial statements before submission to the board for approval;

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

9. Review and monitor the auditors independence, performance and effectiveness of audit process; 10. Approval or any subsequent modification of transactions of the company with related parties which includes omnibus approval for related party transactions subject to conditions as specified under rules; 11. Scrutiny of inter-corporate loans and investments; 12. Valuation of undertakings or assets of the company, wherever it is necessary;

13. Evaluation of internal financial controls and risk management systems;

14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit; 16. Discussion with internal auditors of any significant findings and follow-up thereon; 17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 19. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 20. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases; 21. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board; 22. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;

23. To investigate any other matters referred to by the Board of Directors;

24. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

The Composition of the Audit Committee is as follows:

Sr. No.	Name	Designation
1.	Nivesh Ramashankar Pathak - Non-Executive Independent Director	Chairperson
2.	Sandeep Dubey- Non-Executive Independent Director	Member
3.	Bhavin Kantilal Jethwa Managing Director (Executive)	Member

* Dinkal Manish Doshi ceased to be a Member w.e.f. October 29, 2025. ** Sandeep Dubey appointed as Member w.e.f. September 04, 2025.

10 audit committee meetings were held during the year, and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held are as follows:

30/05/2025, 06/06/2025, 26/06/2025, 25/07/2025, 04/09/2025, 30/10/2025, 13/11/2025, 09/12/2025 ,19/12/2025 and 15.03.2026.

Nomination and Remuneration Committee

The Company had a Nomination and Remuneration Committee of directors. The Committees constitution and terms of reference is in compliance with the provisions of Section 178 of the Companies Act, 2013. The Committee comprises of 3 (three) members of the Board, the details of the members are as follows:

Sr. No.	Name	Designation
1.	Nivesh Ramashankar Pathak - Non-Executive Independent Director	Chairperson
2.	Sandeep Dubey- Non-Executive Independent Director	Member
3.	Falguni R Shah - Non-Executive Independent Director	Member

* Dinkal Manish Doshi ceased to be a Member w.e.f. October 29, 2025 ** Sandeep Dubey appointed as Member w.e.f. September 04, 2025

During the year under review, 3 meetings of the Nomination and Remuneration Committee were held on 30/05/2025, 04/09/2025 and 30/10/2025.

Terms of reference of the Committee, inter alia, include the following:

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

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

6. Analysing, monitoring and reviewing various human resource and compensation matters

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

8. Determining the Companys policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

9. Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary; 10. Reviewing and approving the Companys compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; 11. Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if applicable; 12. Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable. 13. Administering monitoring and formulating detailed terms and conditions the employee stock option scheme/ plan approved by the Board and the members of the Company in accordance with the terms of such scheme/ plan (“ESOP Scheme”), if any; 14. Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/ or rescinding rules and regulations relating to the administration of the ESOP

Scheme;

15. Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority. 16. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agency, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

17. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Committee comprises of 3 (three) members of the Board, the details of the members are as follows:

Sr. No.	Name	Designation
1.	Nivesh Ramashankar Pathak - Non-Executive Independent Director	Chairperson
2.	Sandeep Dubey- Non-Executive Independent Director	Member
3.	Bhavin Kantilal Jethwa Managing Director (Executive)	Member

* Dinkal Manish Doshi ceased to be a Member w.e.f. October 29, 2025 ** Sandeep Dubey appointed as Member w.e.f. September 04, 2025

During the year, under review, one meeting of the Stakeholder Relationship Committee was held on 04.09.2025.

The terms of reference of the Stakeholder Relationship Committee are as under:

i. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders; ii. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints; iii. Review of measures taken for effective exercise of voting rights by members; iv. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities; v. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time; vi. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services; vii. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the members of the company; and viii. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

12. CORPORATE GOVERNANCE:

As our Company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) and (t) of Sub-Regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form a part of this Report, though we are committed to the best corporate governance practices.

13. INVESTOR COMPLAINTS:

Details of Investor Complaints received and redressed during the Financial Year 2025-26 are as follows:

Opening Balance	Received during the Year	Resolved during the Year	Closing Balance
NIL	NIL	NIL	NIL

No Complaints were outstanding as on 31st March 2026.

14. COMPLIANCE WITH THE ACCOUNTING STANDARDS:

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made 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 and loss of the company for that period;

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

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 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. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

The Company has constituted an internal complaint committee under Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2025-26, the Company has not received any complaints on sexual harassment and no complaints are remaining pending as on March 31, 2026.

17. DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

18. STATUTORY AUDITORS & THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 M/s. P D M S and Co. Chartered Accountants (FRN: 019621C), were appointed as the Statutory Auditor of the Company till 2028-29 and shall hold office until the conclusion of 19th Annual General Meeting at mutually agreed remuneration plus applicable taxes and out of pocket expenses, as may be approved by the Board of Directors of the Company.

The statutory auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

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

19. INTERNAL AUDITOR:

M/s. Manisha Ram Phal Kadian, Chartered Accountants had been appointed as an Internal Auditor of the company and they performed the duties of Internal Auditors of the Company for the Financial Year 2025-26 and their report is reviewed by the Audit Committee on quarterly basis.

Further, On the recommendation of Audit Committee, Ms. Manisha Ram Phal Kadian, Chartered Accountants has been proposed to be appointed as an Internal Auditor of the Company in pursuance of Section 138 of the Companies Act, 2013, and applicable provisions of Listing Regulations for the Financial Year 2026-27.

20. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 for the Financial Year 2025-2026.

21. PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

All transactions entered into by the Company during the financial year with related parties were on arms length basis & in ordinary course of business and in compliance with the provisions of section 188 of the Companies Act, 2013 and the SEBI Listing Regulations. The Company has not entered into any material transactions with related parties referred to in Section 188(1) of the Companies Act, 2013 and in compliance with the SEBI Listing Regulations. Accordingly, the details are given under AOC-2 as Annexure-A.

Further, details of related party transactions entered into by the Company have also been disclosed in the notes of the standalone financial statements forming part of this Annual Report.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and Neelam Linens And Garments (India) Limited /Annual Report 2025-2026 the Listing Regulations. This policy has been uploaded on the website of the Company at www.neelamgarments.com.

22. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, Mr. Naveen Maheshwar Karn, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors for F.Y 2025-26 is enclosed as Annexure-B to this report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING& OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the Annexure C and forms part of this Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report as Annexure-D. 25. REMUNERATION TO DIRECTORS & KMP AND DISCLOSURES PURSUANT TO THE

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Remuneration to Directors & KMP and the particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E to this Report.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance. No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2025-26.

Remuneration paid to Board of Directors & KMP of the Company:

Name of Director	Title	Remuneration in financial year 2025-2026	Remuneration in financial year 2024-2025	No. of shares held in the Company
Mr. Bhavin Jethwa	Managing Director	12,00,000	12,00,000	81,88,000
Mr. Chetan Solanki	CFO	4,80,000	4,80,000	Nil
Mrs. Supriya Gupta	Company Secretary	6,00,000	6,00,000	Nil
Mrs. Janki Jethwa	Whole-time director	12,00,000	-	7,75,000

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loan, Guarantee, and Investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes forming part of the standalone financial statements.

27. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has maintained a functional website namely www.neelamgarments.com containing information about the Company.

The website of the Company contains information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

28. ANNUAL RETURN:

A weblink of Annual Return for the financial year ended March 31, 2026 in Form MGT 7 as required under Section 92(3) read with Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules 2014 is available on the Companys website at www.neelamgarments.com .

29. RISK MANAGEMENT:

Risk Management is a risk-based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entitys objective. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company.

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 Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

32. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions as laid down in Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, the Company has always tried in its best possible way to involve itself in social development activities.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated a Whistle Blower Policy for the vigil mechanism of Directors and employees to report to the management about unethical behaviour, fraud or violation of the Companys code of conduct.

The Whistle Blower Policy and Vigil Mechanism provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The policy is available on the Companys website: www.neelamgarments.com.

34. CODE OF CONDUCT:

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed Companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. Your Company has adopted and laid down a code of conduct for all Board members and Senior Management of the company pursuant to Clause 49 of the erstwhile listing agreement. The code of conduct is available on the website of the company. All Board members and senior management personnel have affirmed compliance with the Code of Conduct. A declaration to this effect signed by the Managing Director is given in this Annual Report.

35. SECRETARIAL STANDARDS:

During the Financial Year 2025-26, the company is in compliance with the applicable Secretarial Standards issued by the Institute of Companies of India with respect to Board and General meetings.

36. RECONCILIATION OF SHARE CAPITAL AUDIT:

As stipulated by the Securities and Exchange Board of India (SEBI), Mr. Naveen Maheshwar Karn, Practicing Company Secretary, carried out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter, and the report thereon is submitted to the Stock Exchange and is also placed before the Board of Directors. No discrepancies were noticed during these audits.

37. INSIDER TRADING:

The Company has adopted a ‘Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. The policy lays down procedures to be followed and disclosures to be made while dealing with shares of the Company and cautions them of the consequences of violations. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Companys website.

38. POLICY ON MATERIALITY OF EVENTS AND INFORMATION:

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed and adopted a Policy on Determination of Materiality of Events and Information. The policy outlines criteria for identifying material events and specifies that events listed under Para A of Part A of Schedule III of the said Regulations shall be mandatorily disclosed to the Stock Exchange, whereas events under Para B shall be disclosed based on the application of materiality guidelines. The Policy is available on the Companys website at www.neelamgarments.com and the same has been complied.

39. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe, supportive, and inclusive work environment for women employees, in line with the applicable statutory requirements.

40. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this Report for the items prescribed in Section 134 (3) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent the transactions took place on those items during the year.

Your Directors further states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; iii) There is no revision in the Board Report or Financial Statement; iv) The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

41. TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013

42. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

For NEELAM LINENS AND GARMENTS (INDIA) LIMITED
[Formerly known as Neelam Linens and Garments (India) Private Limited]
sd/-	sd/-
Bhavin Kantilal Jethwa	Janki Bhavin Jethwa
Managing Director	Whole Time Director
DIN: 03111560	DIN: 03111564
Date: 27/08/2026
Place: Mumbai