Neptune Logitek Ltd Directors Report

Dear Members,

NEPTUNE LOGITEK LIMITED

(Previously Known as NEPTUNE LOGITEK PRIVATE LIMITED)

Your Directors are pleased to present the Directors Report of your company together with the Audited Statement of Accounts and the Auditors Report for the Financial Year ended on 31st March, 2026.

Financial Results:

The Companys financial performance, for the year ended March 31, 2026:

(In Lakhs)

Particulars	Financial Year
	2025-26	2024-25
Income From Operations	23,371.11	25,725.39
Other Income	151.07	349.02
Total Income	23,522.18	26,074.41
Total Expenses	22,539.41	24,760.00
Exceptional Item	(12.50)	330.65
Profit / (Loss) before Tax	995.27	983.77
Less: Tax Expenses	366.43	316.71
Net Profit / (Loss) for the year after Tax	628.84	667.05
Less: Minority interest in Profit)/losses	-	-
Net Profit / (Loss) for the year (after Minority interest adjustment)	628.84	667.05
Earning Per Shares (Basic in Rs)	4.59	6.67

Companys Performance:

During the Financial year under the review, the Company recorded Income from Operations of Rs. 23,371.11(In Lakhs), compared to Rs. 25,725.39 (In Lakhs) in the previous financial year 2024-25 registering a reduction of -9.15%.

The Total Income (including Other Income) stood at Rs. 23,522.18 (In Lakhs), as compared to Rs. 26,074.41 (In Lakhs) in PY 2024-25, representing an overall reduction of -9.79%.

Total Expenses for the year amounted to Rs. 22,539.41 (In Lakhs), as compared to Rs. 24,760.00 (In Lakhs) in the previous year, reflecting the effective cost management.

Despite the decline in revenue, the Company maintained its profitability, and the Profit Before Tax increased marginally to Rs. 995.27 (In Lakhs) from Rs. 983.77 (In Lakhs) in the previous year, recording a modest growth of 1.17%.

After accounting for tax expenses of Rs. 366.43 Lakhs (FY 2024-25: Rs. 316.72 Lakhs), the Net Profit for the year stood at Rs. 628.84 Lakhs compared to Rs. 667.05 Lakhs in the previous financial year.

Furthermore, the Earnings Per Share (Basic) stood at Rs. 4.59 as compared to Rs. 6.67 in the previous year.

The management continues to focus on improving operational efficiencies, strengthening business performance, optimizing costs, and pursuing sustainable growth opportunities to enhance long-term value for all stakeholders

Transfer to Reserve:

The Board of the Company has not carried any amount to reserve account. Net surplus after adding Current years profit of Rs. 628.84/- (In Lakhs) comes to Rs. 1,623.90/- (In Lakhs).

Dividend:

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2026.

Material Changes and Commitments:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

Initial Public Offer- SME Platform of the Bombay Stock Exchange:

The Company, pursuant to the provisions of Section 26 and 32 of the Companies Act, 2013 read with rules made there under, including the SEBI (ICDR) Regulations, 2018 (as amended), and in terms of Prospectus Dated 02 nd December 2025, offered 37,00,000 (Thirty Seven Lakh) equity shares of face value of Rs.10/- each, at a premium of Rs.116/- per equity share, through Fixed Price issue, in the Initial Public Offer (IPO) to meet the Expenditure toward purchase of Purchase of trucks (Vehicles) and ancillary equipment (Equipment) and for repayment of Loan. The Issue opened on Monday, the 15th December, 2025 and closed on Wednesday, the 17th December, 2025. The issue and allotment of equity shares in the capital of the Company was made on Thursday, the 18 th December, 2025. The designated Stock Exchange- Bombay Stock Exchange Limited, has approved, the listing and trading of equity shares in the capital of the Company, on its SME Platform, w.e.f. Monday, the 22 nd December, 2025. Your Directors place their sincere thanks to all the investors and the BSE, SEBI, Merchant Bankers and all the agencies for their guidance and support. The Companys equity shares are regularly being traded at the floor of the SME Platform of BSE.

Change In Nature of Business:

During the year no event has been occurred which may result into the change in the Companys nature of business.

Changes in Shares Capital:

• Authorized capital:

There were no change in the Authorised share capital of the Company. As on 31 st March 2026 the Authorised share capital of the Company is at Rs 14,00,00,000/- divided into

1.40.00. 000/- Equity Shares of Rs. 10/- each.

• Paid-up share capital:

There was a change in paid up capital of the Company. It was increased from Rs.

10.00. 00.000 divided into 1,00,00,000 Equity Share of Rs.10/- each to Rs. 13,70,00,000 divided into 1,37,00,000 Equity Share of Rs.10/- each.

Date of Allotment	Name of Allotees	Number of Shares
18/12/2025	Through IPO	37,00,000

Dematrialisation of Securities:

The Companys Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on March 31, 2026 all 1,37,00,000 equity shares dematerialized through both depositories viz. National Securities Depositories Limited and Central Depository Services (India) Limited, represents whole 100% of the total issued, subscribed and paid-up share capital of the Company as on that date. The ISIN allotted to your Company is INE1NQ501012. Status of the Securities as on March 31,2026 hereunder:

	CDSL	NSDL	TOTAL
Shares in Demat	25,39,000	1,11,61,000	1,37,00,000
Physical Shares	Nil	Nil	Nil

Registrar and Share Transfer Agent

The Company has appointed Bigshare Services Pvt Ltd. as its Registrar and Share Transfer Agent. The Registered Office of Bigshare Services Pvt Ltd is situated at Office Pinnacle Business Park, Office No. S6-2, 6th Floor, Mahakali Caves Road, Next to Ahura Centre, Andheri (EAST), Mumbai - 400093.

Extract of Annual Return:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is

available on the website of the Company https://www.neptunelogitek.com Auditor:

• Statutory Auditors

J S Maheshwari & Co., Chartered Accountants, (Firm Registration No. 001318C) were appointed as Statutory Auditors of the Company for 5 (five) consecutive years, till the conclusion of the Annual General Meeting to be held in the calendar year 2029. Accordingly, they have conducted Statutory Audit for the F.Y. 2025-26. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company, and shall continue to be Statutory Auditors for the F.Y. 2026-27.

The Auditors Report does not contain any qualification, reservation disclaimer. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

• Boards Comment on the Auditors Report

The observation of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self explanatory and does not call for any further comment.

• Detail of Fraud as per Auditors Report

There is no fraud in the Company during the F.Y. ended 31 st March, 2026. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31 st March, 2026.

• Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

• Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Director appointed M/s SEN & RAY Chartered Accountants (ICAI Firm Registration No. 0303047E) as an Internal Auditor of the Company for the financial Year 2025-26.

The details of qualification, reservation or adverse remark on the Secretarial Auditor report is as table below:

Sr No.	Qualifications/ Reservations / Adverse Remarks / Disclaimers	Managements\u2019 Reply
01.	Short / Non-Deduction of TDS on Various Expenses	The Management has taken note of the observations and has reviewed the identified transactions.
		The instances identified are largely attributable to inadvertent errors in the classification of certain vendors/services and application of the relevant TDS provisions at the time of accounting/payment processing. The Company already has a statutory compliance mechanism for TDS, and the instances identified should be viewed in the context of the large volume and diverse nature of transactions undertaken by the Company.
		Necessary corrective action has been initiated for the identified cases, including verification of the applicable provisions, passing of appropriate accounting/rectification entries wherever required and deposit of any differential TDS and applicable interest, subject to final verification of the transactions and applicability of the relevant provisions.
		Further, the Company has strengthened its TDS review mechanism. A vendor-wise TDS applicability matrix covering the nature of payment, applicable section, threshold and rate is being maintained/reviewed. Additional checks have also been introduced at the time of vendor creation, invoice booking and payment processing.
		The Finance Team has also been advised to undertake periodic review of TDS applicability and to remain updated with changes in statutory provisions.
		Management believes that the corrective measures and strengthened review mechanism are adequate to substantially mitigate the possibility of recurrence.
02.	Observations on Rent, TDS, Expense Booking and Voucher Entry Discrepancies identified during the ledger Verification.	The Management has reviewed the observations and has taken necessary corrective measures. The identified matters are primarily isolated accounting/data-entry errors arising during routine processing of transactions across various locations. In
		the case of the Chennai rent transaction, the TDS itself was deducted correctly and the observation related to selection of the corresponding TDS ledger in Tally. Similarly, the other matters identified have been reviewed and necessary accounting corrections/reclassifications are being carried out wherever applicable.
		The Management has reinforced the accounting review process to ensure proper selection of ledgers, correct GST and TDS treatment and appropriate voucher classification before final posting.
		A maker-checker review mechanism has also been strengthened for accounting entries, particularly those involving GST, TDS, rent and other statutory implications. Periodic reconciliation of rent ledgers, GST input credit and bank transactions is being undertaken.
		The Finance and Accounts personnel have also been instructed to exercise additional care while selecting ledgers and voucher types and to undertake periodic review of previously posted entries.
		The Management confirms that the necessary corrective actions have been initiated and the relevant internal controls are operative. The observations are considered to be process- level/data-entry issues rather than indicative of any fundamental weakness in the Companys accounting system.
03.	Delay in Recovery of Trade Receivables	The Management acknowledges the importance of maintaining a healthy receivables cycle and has reviewed the ageing of trade receivables as highlighted by the Internal Auditor.
		The Company operates in the logistics and forwarding industry where receivable cycles may, in certain cases, be affected by customer disputes, documentation, claim settlements, credit arrangements and commercial reconciliation. Accordingly, an ageing beyond the normal credit period does not, by itself, necessarily indicate that the amount is irrecoverable.
		Nevertheless, the Management has strengthened the receivable monitoring mechanism. Party-wise ageing is being reviewed periodically by the concerned business and finance teams, with specific focus on balances outstanding beyond 180 days. Customer- wise follow-up and recovery plans are being monitored by the responsible personnel and escalated to senior management wherever necessary.
		The Company is also undertaking customer-wise assessment of the recoverability of long-outstanding balances and, wherever required based on the facts and circumstances of individual cases, appropriate provision/impairment will be recognized in accordance with the applicable accounting framework.
		Credit terms and customer limits are also being reviewed periodically with a view to maintaining an appropriate balance between business requirements and credit risk.
		The Management confirms that receivable ageing is now being subjected to enhanced periodic monitoring and that focused recovery action is being taken in respect of long-outstanding balances.
04.	Non-Creation of Year-End Provisions for Audit Fees	The Management has noted the observation and has reviewed the year-end closing and provision process.
		The omission was inadvertent and occurred during the year-end closing process. It does not arise from absence of an accounting policy or an intentional omission of expenditure. The Company follows the accrual basis of accounting and recognizes expenses pertaining to the relevant financial period.
		The necessary year-end review has been strengthened and the relevant provision has been considered/recorded in the books, wherever applicable, after verification of the amount relating to the financial year under review.
		Going forward, a structured year-end closing checklist has been introduced/strengthened covering audit fees, professional fees, employee-related expenses, utilities, freight, statutory dues and other recurring
		expenses. Confirmation of outstanding liabilities is also being obtained from the concerned departments before finalization of the financial statements.
		The Management confirms that the observation has been addressed and that the year-end closing process has been strengthened to minimize the possibility of omission of accruals in future periods.
05.	Incorrect Bill Numbers Recorded in Accounting Software	The Management has reviewed the observation and acknowledges that certain bill/claim numbers were incorrectly entered in the accounting software.
		The discrepancies are primarily attributable to inadvertent data-entry errors during processing of a large number of employee claims and reimbursement transactions across multiple branches. The underlying transactions and supporting documents remain available for verification and the observation relates principally to incorrect identification/reference numbers entered in the software.
		The Company has initiated correction of the identified bill/claim numbers wherever required and has strengthened the verification mechanism for expense claims before final posting.
		A maker-checker mechanism has been reinforced whereby the supporting document, vendor/claimant details, bill number, taxable value, GST, TDS and other applicable statutory components are reviewed before final approval/posting.
		Periodic sample-based verification of accounting entries and supporting documents is also being undertaken to identify such data-entry errors at an early stage.
		The Management confirms that the identified discrepancies have been addressed through corrective action and enhanced review controls. The Management is also taking steps to improve system validations so as to reduce manual errors in bill/claim number entry.

• Secretarial Auditor

The Board had appointed M/s Ishali Desai & Associates, Company Secretaries, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31,2026 is annexed and marked as Annexure-I to this Report.

The details of qualification, reservation or adverse remark on the Secretarial Auditor report is as table below:

Sr No.	Qualifications / Reservations / Adverse Remarks / Disclaimers	Managements\u2019 Reply
01.	Few forms required to be filed under the Companies Act 2013 are filed late with additional fees	The Board of Directors acknowledges the observation regarding the delayed filing of Form. The delay was inadvertent and occurred due to an administrative oversight. The Company has since taken necessary steps to ensure that the form was duly filed with the Registrar of Companies with additional fees as prescribed under the Act. Further, the management has implemented stricter internal compliance mechanisms to prevent such delays in the future and ensure timely statutory filings going forward.
02.	The financial results for the quarter ended 30th September 2025 were approved with a delay of four days beyond the stipulated timeline	The Board acknowledges the observation regarding the delay of four days in approving the financial results for the quarter ended 30th September 2025. The delay was inadvertent and occurred due to unavoidable procedural and administrative circumstances. The Company has taken note of the matter and has strengthened its internal processes and monitoring mechanisms to ensure timely compliance with the applicable statutory and regulatory timelines going forward.

Board of Directors, their Meetings & KMPS • Constitution of the Board

The Board of directors are comprising of total 5 (Five) Directors, which includes 2 (Two) Independent Directors and 1 (One) Non-Executive Director. The Chairman of the Board is

Promoter and Managing Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

• Board Independence

Our definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following independent directors as on 31 st March 2026:

i) Kunj Bihari Dave (DIN: 10838649)

ii) Mukesh Bafna (DIN: 06446686)

As per provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation.

• Declaration by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2025-26.

• Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 16 th January 2026 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timelines of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

• Companys policy on Directors Appointment and Remuneration

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive at tributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website.

https://amardeeps3.s3.amazonaws.com/website/policies/Nomination and Remuneration P olicy.pdf

• Director retiring by rotation

As per the provisions of the Act, Mr. Ankit Devidas Shah (DIN: 05207001) retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of NRC, Board recommends the re-appointment in the ensuing AGM.

• Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

• Directors and Key Managerial Personnel (KMP)

During the year under review, following appointment / cessation or change in designation of directors were made:

Name of Director	DIN /PAN	Designation	Date of Appointment/ Cessation or Change in Designation	Nature of Change
Mukesh Bafna	06446686	Additional Director	27.04.2025	Cessation
Mukesh Bafna	06446686	Independent Director	28.04.2025	Change in Designation
Kunj Bihari Dave	10838649	Additional Director	27.04.2025	Cessation
Kunj Bihari Dave	10838649	Independent Director	28.04.2025	Change in Designation
Pradip Jayantilal Shah	10898356	Additional Director	27.04.2025	Cessation
Pradip Jayantilal Shah	10898356	Non Executive Director	28.04.2025	Change in Designation

• Followings are the Directors and KMPs of the Company as on 31st March 2026:

Sr No.	Name of Director/KMPs	Designation/Nature of Directorship
01	Ankit Devidas Shah	Managing Director and Chairman
02	Reema Ankit Shah	Executive Director
03	Pradip Jayantilal Shah	Non Executive Director
04	Kunj Bihari Dave	Independent director
05	Mukesh Bafna	Independent Director
06	Sankaran Krishnamoorthy	CEO
07	Nikunj Dhansukhbhai Damani	CFO
08	Manisha Jain	Company Secretary

Mr. Rushabh Anilkumar Shah (DIN: 09012222) was appointed as an Additional Director in the category of Non-Executive Independent Director w.e.f 06th April, 2026 and recommended his appointment as Non- Executive Independent Director for the approval of the shareholder of the company in Annual General Meeting.

• Justification for Appointment of Independent Directors:

The proposed appointee have been selected based on his extensive experience, professional integrity, and proven track record in his respective fields, which include finance, corporate governance, legal affairs, and industry-specific expertise. He possess the necessary skills and qualifications as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and is not related to the promoters or the management in any manner, ensuring his independence.

His appointment is expected to bring in valuable perspectives and unbiased judgment to the Boards deliberations. The Board believes that his expertise will significantly contribute to strengthening the governance framework and enhancing the overall effectiveness of the Board. Accordingly, his appointment as Independent Directors is justified in the best interest of the Company and its stakeholders.

• Meetings of Board of Directors

Twelve (12) Board Meetings were held during the Financial Year Ended March 31, 2026. Detail are as follows:

Sr. No.	Date of Meeting	Total No. of directors as on the date of the Meeting	No. of directors attended
1	17.04.2025	5	5
2	17.05.2025	5	5
3	21.05.2025	5	5
4	21.07.2025	5	5
5	23.10.2025	5	5
6	22.11.2025	5	5
7	26.11.2025	5	5
8	02.12.2025	5	5
9	18.12.2025	5	5
10	22.12.2025	5	4
11	08.01.2026	5	5
12	16.01.2026	5	5

The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

Attendance of Directors at the Board Meetings:-

Sr. No.	Name of Directors	No. of Meetings Entitled to Attend	No. of Meetings Attended
1.	Ankit Devidas Shah	12	12
2.	Reema Ankit Shah	12	12
3.	Pradip Jayantilal Shah	12	12
4.	Kunj Bihari Dave	12	11
5.	Mukesh Bafna	12	12

Committees of the board

The Company has the following committees:

• Audit Committee

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.The Audit Committee comprises of the following Directors of the Company:

			Designation in Committee
Sr No.	Name of Directors	Nature of Directorship
1	Mukesh Bafna	Independent Director	Chairman
2	Kunj Bihari Dave	Independent Director	Member
3	Reema Ankit Shah	Director	Member

During the financial year 2025-26, the Audit Committee met 8 (Eight) times on 21.07.2025, 10.10.2025, 22.11.2025, 26.11.2025, 02.12.2025, 22.12.2025, 08.01.2026 and 16.01.2026.

	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
Sr. No.
1.	21/07/2025	3	3	All Meetings are attended by:-
2.	10/10/2025	3	3
3.	22/11/2025	3	3	1) Mr. Mukesh Bafna
4.	26/11/2025	3	3
5.	02/12/2025	3	3	2) Mr. Kunj Bihari Dave
6.	22/12/2025	3	2
7.	08/01/2026	3	3	3) Mrs. Reema Ankit Shah
8.	16/01/2026	3	3

• Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

During the financial year 2025-26, the Nomination and Remuneration Committee met 2 (Two) time on 22.11.2025 and 02.12.2025.

• Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Stakeholders Relationship Committee comprises the following Directors:

Sr No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Mukesh Bafna	Independent Director	Chairman
2	Kunj Bihari Dave	Independent Director	Member
3	Ankit Devidas Shah	Managing Director	Member

Sr Name of Directors No.	Nature of Directorship	Designation in Committee
1 Mukesh Bafna	Independent Director	Chairman
2 Kunj Bihari Dave	Independent Director	Member
3 Pradip Jayantilal Shah	Non-Executive Director	Member

Date on which .. Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
1. 22/11/2025	3	3	All Meetings are attended by:-
			1) Mr. Mukesh Bafna
2. 02/12/2025	3	3	2) Mr. Kunj Bihari Dave
			3) Mr. Pradip Jayantilal Shah

During the financial year 2025-26, the Stakeholders Relationship Committee met 1 (one) time on 18.12.2025.

Date on which .. Meetings were No held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
1. 18/12/2025	3	3	Meeting was attended by:- 1) Mr. Mukesh Bafna
			2) Mr. Kunj Bihari Dave
			3) Mr. Ankit Devidas Shah

Directors Responsibility Statement:

Pursuant to the requirements under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors have 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date.

(c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis.

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

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

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-M

Details of Subsidiary, Joint Venture or Associate Companies:

The Company does not have Subsidiary, Joint Venture or Associate Company as on March 31, 2026.

Deposits:

The Company has not accepted any public deposits during the year under review.

Contracts and Arrangements with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arms length basis. During the year, the Company has not entered into contract / arrangement / transaction with related parties which could be considered material as per section 188 read with rule 15 of The Companies (Meetings of Board and its Powers) Rules, 2014. Thus AOC-2 is not required.

All Related Party Transactions were placed before the Audit Committee for approval. A policy on the related party transaction was framed & approved by the Board and posted on the Companys website at below link:

https://amardeeps3.s3.amazonaws.com/website/policies/Related Party Policy.pdf

The details of related party transaction are provided in the notes forming part of the Financial Statement.

Particulars of Loans, Guarantees or Investments Under Section 186:

During the year, the Company has not provided any guarantee or security in favour of any other party. However, it has made investments in debentures of other bodies corporate and has granted loans to employees and other entities out of its funds in compliance with the provisions of Section 186 of the Companies Act, 2013, as at 31 st March, 2026.

The details of these transactions are provided in Note No. 12 (for Investment) and 18 (for Loan to Employee and other entities) forming part of the Financial Statements.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund (IEPF).

Internal Financial Control:

The Company has put in place an adequate system of internal control commensurate with its size and nature of business to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported

to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control system and monitors them in accordance with the policy adopted by the Company. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Management Discussion and Analysis Reports

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as Annexure-IM .

Corporate Governance:

The Company being listed on the SME Platform of Bombay Stock Exchange, therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further, the Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report.

https://amardeeps3.s3.amazonaws.com/website/policies/Corporate Governance Policy.pdf Vigil Mechanism:

The company has established vigil mechanism (whistle blower policy) and according to such policy, Audit Committee has been constituted for the purpose of vigil mechanism. All employees are encouraged to report any instance/s of unethical behaviour, fraud, violation of the companys code of conduct or any behaviour which may otherwise be inappropriate and harmful to the Chairperson of the Audit Committee. No such instances have been brought to notice during the year.

The details of the Vigil Mechanism Policy has posted on the website of the Company at following link:

https://amardeeps3.s3.amazonaws.com/website/policies/Vigil Mechanism and Whistle Bl ower Policy.pdf

Risk Management Policy:

The risk management policy is required to identify major risks which may threaten the existence of the Company. The Management do not notice any risk in near future which may have threat on the existence of the Company. However, Every Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed. The Company has its own risk management policy to cop-up with any risk arises in future. https://amardeeps3.s3.amazonaws.com/website/policies/Risk Assessment and Managem ent Policy.pdf

Corporate Social Responsibility:

The Companys CSR policy (available on its website https://neptunelogitek.com/investor.php prioritizes fulfilling CSR spend commitments in certain focus areas. Constituted by the Board pursuant to Section 135 of the Act read with the Companies CSR Policy Rules, 2014 amended periodically, the Company spent Rs. 9 lakhs during the year enumerated in Annexure IV .

Particulars of Employees:

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure -V to this Report.

Prevention of Sexual Harassment at Workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company is committed to create and provide a safe and conducive work environment to its employees.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment and lay downs the guidelines for identification, reporting and prevention of sexual harassment.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

Compliance with Secretarial Standard:

The Directors have devised systems to ensure compliance with the provisions of applicable Secretarial Standards and that such systems are adequate and operating effectively.

Details of Application made or Proceeding Pending under Insolvency and Bankruptcy Code, 2016:

No applications made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

Details of Difference Between Valuation Amount on one Time Settlement and Valuation while Availing Loan from Banks and Financial Institutions:

There has been no one time settlement of loans taken from Banks and Financial Institutions. Acknowledgment:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board NEPTUNE LOGITEK LIMITED

ANKIT DEVIDAS SHAH	REEMA ANKIT SHAH
(DIN: 05207001)	(DIN :05206978)
Managing Director	Director
Dated: 20.08.2026
Place: Ahmedabad