Parin Enterprises Ltd Directors Report

TO,

THE MEMBERS,

Your Directors have pleasure in presenting the 20 th Annual Report on the business and operations of the Company and theaccounts for the Financial Year ended on March 31, 2026.

SUMMARY OF FINANCIAL HIGHLIGHTS:

The standalone and consolidated performance of the Company for the financial year ended on March 31, 2026 issummarized below:

FINANCIAL SUMMARY OF THE COMPANY:

( Rs in Lacs except EPS)

	STANDALONE		CONSOLIDATED
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	7506.84	9795.66	24765.71	16765.54
Other Income	76.27	16.12	108.17	29.33
Total Revenue	7583.11	9811.78	24873.88	16794.87
Profit/loss before Depreciation, Finance	1166.22	1373.07	2255.27	1949.09
Costs, Exceptional items and Tax Expense
Less Depreciation /Amortization	260.99	257.79	484.92	417.08
Profit/Loss before Finance Costs, Exceptional items and Tax Expense	905.23	1115.28	1770.35	1532.01
Less: Finance Costs	326.41	331.51	716.02	555.73
Profit/Loss before Exceptional items and Tax Expense	578.82	783.77	1054.33	976.28
Add/(Less): Exceptional Items	--	73.27	36.00	91.27
Profit (Loss) before tax Expense	578.82	710.5	1018.33	885.01
Less: Tax Expenses
Current Tax	137.06	195.99	280.61	218.32
Previous Year Tax	-	4.51	20.68	4.59
Deferred Tax	16.28	7.28	-15.46	-28.31
Profit (Loss) for the period	425.48	502.71	732.50	690.41
Before Minority interest
Minority Interest	--	--	103.35	61.40
Profit (Loss) for the period	425.48	502.71	629.15	629.01
EPS (Basic)	3.83	4.52	5.66	5.66
EPS (Diluted)	3.80	4.52	5.61	5.66

PERFORMANCE

INR in Cr.

(Standalone)

	Revenue	PBT	PAT
2021-22	76.15	3.75	2.89
2022-23	81.11	3.76	2.65
2023-24	79.37	2.64	2.01
2024-25	98.12	7.11	5.03
2025-26	75.83	5.79	4.25

INR in Cr.

(Consolidated)

	Revenue	PBT	PAT
2021-22	77.59	5.68	4.12
2022-23	81.73	4.56	3.08
2023-24	82.12	3.05	2.27
2024-25	167.95	8.85	6.29
2025-26	248.74	10.18	6.29

PERFORMANCE AND OPERATION REVIEW

STANDALONE FINANCIAL RESULTS:

Performance of your Company for the year under review has been mentioned herewith. Total income was Rs. 7506.84 lakhs (previous year Rs. 9795.66 lakhs). Tax expenses were Rs. 153.34 lakhs (previous year Rs. 207.78 lakhs).The net profit after tax was Rs. 425.48 lakhs (previous year Rs 502.71 lakhs).

CONSOLIDATED FINANCIAL STATEMENT:

Pursuant to the provisions of Section 129 and 134 and 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015, your Company had prepared consolidated financial statements of the Company and its subsidiaries. i.e. PEARL FURNITURE PRIVATE LIMITED (CIN: U36100GJ2013PTC073483) and UMERIN GLOBAL PRIVATE LIMITED (CIN: U36109GJ2018PTC103592). The annual financial statements and related detailed information of the subsidiary company will be provided on specific request made by any shareholders and the said financial statements and information of subsidiary companies are open for inspection at the registered office of the company during office hours on all working day except Saturday, Sunday and Public holidays. The separate audited financial statement in respect of the subsidiary company is also available on the website of the Company. As required under Regulation 33 of SEBI (LODR) Regulations, 2015 and in accordance with the requirements of AS 21, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and is included in the Annual Report. Consolidate Performance and Operation review are as shown above. A report on the performance and financial position of subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 which forms part and parcel of this Annual Report.

STATE OF COMPANYS AFFAIRS

The Company is mainly engaged in the business of Manufacturing of Furniture and Company s products includes hospital furniture, education furniture and household furniture like sofa-set, dining table with chairs, centre tables, motorised and non-motorised recliner chair, hospital beds including ICU beds, school bench with chairs etc. Financial state of Company s affairs is given above. Further the Company s Industry structure, development, outlook etc is given in brief in Management Discussion and Analysis Report forming part of this report.

? Segment-wise position of business and its operations:

The Company has identified its two-business segment as primary reportable segments.

1) Segment 1 This segment is engaged in manufacturing and sale of furniture to government, retail and institutional customers. (Parent Company)

2) Segment 2 This segment represents the dealership operations for Dealing in Trading of FMCG Products (Parent Company)

3) Segment 3 This segment represents the dealership operations for motor vehicles, including sale of automobiles, spare parts, accessories, and service income. (Subsidiary Company) The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.

a) Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as Unallocable .

b) Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as Unallocable .

Particulars	Year as at 31/03/2026	Year as at 31/03/2025
	Amount (Rs. In lacs)	Amount (Rs. In lacs)
Segment Revenue
Segment 1	6123.57
Segment 2	1584.54	9811.20
Segment 3	17057.60	6954.34
Total Revenue	24765.71	16765.54
Segment Results (Profit Before Tax)
Segment 1&2	706.34	822.14
Segment 3	158.09	62.87
Total Profit Before Tax	864.43	885.01
Segment Assets
Segment 1&2	14676.37	14360.20
Segment 3	4777.92	4377.72
Unallocable	-	-
Total	19454.29	18737.92
Segment Liabilities
Segment 1&2	7296.90	8005.81
Segment 3	4467.07	4274.26
Unallocable	-	-
Total	11763.97	12280.07
Segment Capital Employed
Equity Share Capital	1111.80	1111.80
Reserve & Surplus	5275.98	5275.98
Minority Interest	70.07	70.07
Total	6457.85	6457.85

RESERVES :

The Board of Directors of your Company, has decided not to transfer any amount to the reserves for the year under review.

DIVIDEND:

The Board of Directors of your Company with a view of Ploughing back of profit have not recommend any Dividend for theyear ended on March 31, 2026.

PUBLIC DEPOSIT:

During the year under review, the company has not accepted any deposit from the public falling within the ambit of section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The company has availed loan from directors which is exempted deposit and as on 31 st March, 2026 outstanding amount of loan from Directors is of Rs 955.51 Lakhs.

OTHER DISCLOSURES RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT UNDER RULE 8(5) :

Sr. No. Particulars	Particulars
(i) Deposits accepted during year	Nil-0
(ii) Deposits remained unpaid or unclaimed at end of year	Nil-0
(iii) Amount of default in repayment of deposits or payment of interest thereon beginning of year	Nil-0
(iv) Maximum amount of default in repayment of deposits or payment of interest thereon during year	Nil-0
(v) Amount of default in repayment of deposits or payment of interest thereon end of year	Nil-0
(vi) Number of cases of default in repayment of deposits or payment of interest thereon beginning of year	Nil-0
(vii) Maximum number of cases of default in repayment of deposits or payment of interest thereon during year	Nil-0
(viii) Number of cases of default in repayment of deposits or payment of interest thereon end of year	Nil-0
(ix) Details of deposits which are not in compliance with requirements of Chapter V of act	Nil-0

SHARE CAPITAL:

At present, the Authorized Share Capital of the Company is 12,50,00,000/- (Rupees Twelve Crore Fifty Lacs ) comprising of 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,20,00,000( One Crore Twenty lacs only) Equity Shares of 10/- (Rupee Ten) each and 50,00,000/- (Rupees Fifty Lacs only) divided into 5,00,000 (Five Lac) Preference Shares of 10/- (Rupees Ten) each.

The paid up share capital of the company is Rs. 11,21,05,870 comprising 1,11,18,000 equity shares of Rs. 10 each and 92,587 Compulsory Convertible Preference Shares of Rs. 10 each.

During the year under review, following changes were took place in share capital of the Company: Company has Reclassified Authorized Share Capital as under:

The Authorised share capital of the Company was Rs.12,50,00,000/- (Rupees Twelve Crores Fifty Lacs Only) divided into 1,25,00,000 (One crore Twenty Five lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each

Company by passing of special resolution dated 27/11/2025 have Reclassified the Authorized Share Capital of the Company is as 12,50,00,000/- (Rupees Twelve Crore Fifty Lacs ) comprising of 12,50,00,000/- (Rupees Twelve Crore Firty Lacs only) divided into 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,20,00,000( One Crore Twenty lacs only) Equity Shares of 10/- (Rupee Ten) each and 50,00,000/- (Rupees Fifty Lacs only) divided into 5,00,000 (Five Lac) Preference Shares of 10/- (Rupees Ten)

Company by passing of special resolution dated 27/11/2025 have issued 92,587 Compulsory Convertible Preference Shares of Rs. 10 each during the year.

EQUITY INFUSION:

During the year under review, there is no infusion of Equity share capital and as stated aforesaid, Company has issue 92,587 Compulsory Convertible Preference Shares of Rs. 10 each with premium of Rs. 530/- each during the year. The proceeds of the issue be utilized for repayment debt of the Company, working capital requirement, Inrastructure Development and/or for other general corporate purposes.

LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited. Company have applied for Migration from SME Emerge Platform of NSE Limited to Main Board of NSE Limited by Postal Ballot Notice dated 21/04/2026 and passing of resolution being approved by shareholers as on 24/05/2026. As on the date of this report, Company have availed In-Principal Approval from NSE on 25/08/2026.

DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE00U801010.

Compulsory Convertible Preference Shares are in dematerialized form with CDSL. ISIN No. allotted is INE00U803016 for these unlisted CCPS.

INVESTMENT IN PRIVATE LIMITED COMPANY:

During the year under review, Company has not made any investment in Private Limited company.

CREDIT RATING:

Company has only Equity Shares and no any debt structure and hence Credit rating is not applicable.

INVESTOR EDUCATION AND PROTECTION FUND:

As on date, Company has no such amount which is required to transfer in Investor Education and protection fund.

In Furtherance, Company has appointed Nodal Officer for and on behalf of the Company to Co-Ordinate with IEPF Authority pursuant to Investor Education and Protection FunZd Authority (Accounting, Audit, Transfer and Refund) Second amendment Rules, 2019 and amendment thereto if any, Details of Nodal Officer is as under: Name: Ms. Binika Chudasama Designation: Company Secretary & Compliance Officer Contact details: cs@parinfurniture.com

CORPORATE SOCIAL RESPONSIBLITY:

Company has incurred net profit of more than Rs. 5.00 crores in the financial year ended on 31st March, 2025, Company falls under the ambit of section 135 of the Companies Act, 2013 and is required to comply with Corporate Social Responsibility in the year 2025-26 and Company is required to spend at least two percent of the average net profits of the company made during the three immediately preceding financial years towards CSR Expenditure.

Accordingly, Company has framed Corporate Social Responsibility Committee (CSR Committee) and CSR policy as per the requirements of Section 135 of Companies Act 2013 which is being applicable from FY 2025-26.

The policy is available on the website of the company i.e www.parinfurniture.com

The CSR Committee is comprised of following directors:

1. Ms. Shweta C Kathrani - Chairperson

2. Mr. Parin U Nandani - Member

3. Mr. Deven D Nandani - Member

During the year, CSR committee met one time on 26/08/2025 and all the members of the CSR Committee were remained present. Further, Company Secretary Ms Binika Chudasama acted as secretary of the CSRCommittee and CFO has also attended the CSR Committee meeting. Further, during the year 2025-26, Company was required to spent an amount of Rs 9,49,000/- towards as CSR expenditure. However, Company wants to commence and spent in ongoing project and yet as on 31 st March, 2026 Company was unable to commence the project due to un-identification of proper avenues to be spend and accordingly Company transferred the amount of Rs. 9,50,100/- to unspent CSR Account on 30/04/2026 as per section 135(6). After the closure of financial year, Company has spent an amount of Rs 9,50,100 /- towards ongoing CSR project.

The brief outline of the Corporate Social Responsibilities [CSR] policy of the Company and the initiatives undertaken by your company and Amount spent on CSR activity are set out in Annexure IV of this report in the format prescribed in the Companies [Corporate Social Responsibility Policy] Rules, 2014 i.e. Annual Report on CSR Activities.

DIRECTORS & KEY MANAGERIAL PERSON [KMP]:

During the Year under review, there is no change in the Directors and KMP. As on 31 st March, 2026, Board of Directors of the Company is composed as following:

Sr.No. Name of Director	DIN	Designation
1 Mr. Umesh Dhirajlal Nandani	00039757	Managing Director- Executive Director
2 Mr. Parin Umeshbhai Nandani	02343309	Whole-Time Director Executive Director
3 Mr. Deven Dipesh Nandani	07576542	Non Executive Director
4 Mr Dayalal Harjivanbhai Kesharia	08114818	Independent Non-Executive Director
5 Mrs. Shweta Chirag Kathrani	08114974	Independent Non-Executive Director
6 Mr. Pranav Vinodkumar Manek	09494631	Independent Non-Executive Director

Chief Financial Officer and Company Secretary-

KEY MANAGERIAL PERSONNEL

There is no change in Chief Financial Officer during the year. Ms. Alpa Vasantbhai Jogi is the Chief Financial Officer during the year.

Ms Binika Chudasama (ACS 39841) is Company Secretary (CS) and compliance officer during the year.

CHANGES IN BOARD AFTER THE CLOSURE OF FINANCIAL YEAR

There has been no change in the Board after the closure of Financial year.

RETIREMENT BY ROTATION :

In terms of Section 152 of the Companies Act, 2013, Mr. Parin U. Nandani (DIN: 02343309) Whole Time Director was liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re- appointment and had been re-appointed by members in 18 th AGM dated 09/09/2024.

Brief profile of all the Directors seeking Re-appointment is given in Annexure I of the Notice and also presented in Board s Report.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

BOARD EVALUATION:

Pursuant to the section 134(3)(p) of Companies Act, 2013 read with Rule 8 (4) of Companies Account Rule, 2014 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, annual evaluation of the performance of the Board, its Committees and of individual Directors has been made.

During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management, presence at the Board meeting, general meetings and inputs in the discussion of the meeting and decision taking power, roles played as per their designation in the Company.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and hereafter at the first meeting of the Board in every Financial Year, gives a declaration that he/she meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly the Company has received necessary declaration from each Independent Director under section149(6) of the Companies Act, 2013 and as per Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 that he/she meets with the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR)Regulations and Code for Independent directors of the Companies Act, 2013.

Following are the Independent directors of the Company as on 31 st March, 2026:

Mr. Dayalal Harjivanbhai Kesharia - DIN 08114818

Ms. Shweta Chirag Kathrani - DIN: 08114974

Mr. Pranav Vinokkumar Manek - DIN: 09494631

The independent directors Mr. Dayalal Harjivanbhai Kesharia and Ms. Shweta Chirag Kathrani have successfully completed online proficiency self assessment test conducted by IICA and Mr. Pranav Vinokkumar Manek shall complete online proficiency self assessment test.

COMMITTEES OF BOARD:

1. AUDIT COMMITTEE:

The Board of Directors of the Company has constituted an Audit Committee on 20.04.2018. The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

The Composition of the Committee is as under:

Sr. No. Name	Designation
1. Mr. Dayalal Harjivanbhai Kesharia Independent Director	Chairperson
2. Mrs. Shweta Chirag Kathrani Independent Director	Member
3. Mr. Deven Dipesh Nandani Non Executive Non Independent Director	Member

Meeting:

During the financial year ended March 31, 2026, the Members of the Audit Committee met 5 (Five) Times on

(1) 19.04.2025,

(2) 09.05.2025,

(3) 23.08.2025,

(4) 31.10.2025,

(5) 20.02.2026 and all the members have attended the meeting. Company Secretary Ms Binika Chudasama acted as secretary of the Audit Committee and CFO has also attended all the meetings.

Terms & Reference of audit committee:

The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 shall be as under:

1. Oversight of the listed entity s financial reporting process and the disclosure of its financial information to ensurethat the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

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

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to; matters required to be included in the director s responsibility statement to be included in the board sreport in terms of clause(c) of sub-section(3) of Section 134 of the Companies Act, 2013; changes, if any, in accounting policies and practices and reasons for the same; major accounting entries involving estimates based on the exercise of judgment by management; significant adjustments made in the financial statements arising out of audit findings; compliance with listing and other legal requirements relating to financial statements; disclosure of any related party transactions; modified opinion(s) in the draft audit report

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

7. Reviewing and monitoring the auditor s independence and performance and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the interna laudit department, staffing and seniority of the official heading the department, reporting structure coverage and frequencyof internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the 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;

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. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. 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;

21. To review the functioning of the whistle blower/Vigil mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc,of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee),submitted by management;

c) Management letters/letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review bythe audit committee.

f) Statement of deviation

All the recommendations of the Audit Committee has been approved by the Board of Directors of the Company.

All the recommendations of the Audit Committee has been approved by the Board of Directors of the Company.

2. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted Nomination and Remuneration Committee (NRC) on 20.04.2018. The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee is as under:

Sr. No. Name	Designation
1. Mrs. Shweta Chirag Kathrani Independent Director	Chairperson
2. Mr. Dayalal Harjivanbhai Kesharia Independent Director	Member
3. Mr. Deven Dipesh Nandani Non Executive Non Independent Director	Member

Meeting

During the financial year ended on March 31, 2026, the Members of the Nomination and Remuneration Committee met

1 (One) Time on (1) 19.04.2025 and all the members have attended the meeting. Company Secretary Ms Binika Chudasama acted as secretary of the Committee and CFO has also attended all the meetings.

Terms & Reference of Nomination and Remuneration committee:

1. Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the Criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director s performance.

2. To 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 agencies, 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.

3. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the board a policy relating to the remuneration for directors, KMPs and other employees.

4. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

5. Devising a policy on diversity of board of directors;

6. 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;

7. recommend to the board, all remuneration, in whatever form, payable to senior management.

8. Determine our Company s policy on specific remuneration package for the Managing Director / Executive Director including pension rights.

9. Decide/recommend to board the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

10. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

11. Decide the amount of Commission payable to the Whole time Directors.

12. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view theperformance of the Company, standards prevailing in the industry, statutory guidelines etc.

13. To formulate and administer the Employee Stock Option Scheme.

3 . STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has constituted Stakeholders Relationship Committee on 20.04.2018. The Constitution, composition and functioning of the Stakeholders Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee is as under:

Sr. No. Name	Designation
1. Mr. Deven Dipesh Nandani Non Executive Non Independent Director	Chairman
2. Ms. Shweta Chirag Kathrani Independent Director	Member
3. Mr. Dayalal Harjivanbhai Kesharia Independent Director	Member

Meeting

During the financial year ended on March 31, 2026, the Members of the Stakeholders Relationship Committee met 1 (One) Time on (1) 03.11.2025 and all the members have attended the meeting. Company Secretary Ms Binika Chudasama acted as secretary of the Committee and CFO has also attended all the meetings.

Terms & Reference of Stakeholdersf Relationship Committee:

Redressal of shareholders and investors complaints, including and in respect of:

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split / consolidation / renewal, etc.; and

3. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of Redressal of Shareholders/Investors grievances.

4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non- receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

5. Review of measures taken for effective exercise of voting rights by shareholders.

6. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

7. Over see the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Probation of insider Trading) Regulations,1992 as amended from time to time.

8. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting,

9. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As stated Aforesaid, Company has earned net profit of more than Rs. 5.00 crores in the financial year ended on 31st March, 2025 and thereby falls within the ambit of section 135 of the Companies Act, 2013, Accordingly Company has constituted CSR Committee on 29/07/2025 as under :

Sr. No.Name	Designation
1. Ms.Shweta Chirag Kathrani	Independent Non Executive Director (DIN: 08114974)
2. Mr. Parin Umeshbhai Nandani	Whole-Time Director (DIN: 02343309)
3. Mr. Deven Dipesh Nandani	Non- Executive Director (DIN: 07576542)

Meeting

During the financial year ended on March 31, 2026, the Members of the Stakeholders Relationship Committee met 1 (One) Time on (1) 26.08.2025 and all the members have attended the meeting. Company Secretary Ms Binika Chudasama acted as secretary of the Committee and CFO has also attended all the meetings.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES & REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES:

Your company has acquired 19 lacs Equity Share of Rs. 10 each of M/s. Pearl Furniture Private Limited (CIN: U36100GJ2013PTC073483) out of 19.30 Lacs Equity shares i.e. holding 98.45% and thereby M/s. Pearl Furniture Private Limited is a Subsidiary Company u/s 2(87)of the Companies Act, 2013 w.e.f. 01 st June, 2017.

Our subsidiary company i.e. Pearl Furniture Private Limited is engaged in manufacturing of furniture items like Bed Room furniture, Chairs, Hospital Furniture, School Furniture etc. Attached Annual Report on Statement Containing Salient features of the financial statement of Subsidiaries as AOC I with the Annual Report.

As per audited financial statement, Total turnover for current year 1926.19/- lacs and for previous year Rs. Rs.3178.67 /- lacs. Total Net profit for current year Rs.99.24/- lacs for previous year Rs. 64.43/- lacs.

Your company has acquired 5,10,000 Equity Share of Rs. 10 each of Umerin Global Private Limited (CIN: U36109GJ2018PTC103592) out of 10,00,000 Equity shares i.e. holding 51% and thereby Umerin Global Private Limited is a Subsidiary Company u/s 2(87)of the Companies Act, 2013 w.e.f. 04 th October, 2024.

Our subsidiary company i.e. Umerin Global Private Limited is engaged in Business of Automobile and parts thereof with related services thereof. Attached Annual Report on Statement Containing Salient features of the financial statement of Subsidiaries as AOC I with the Annual Report.

As per audited financial statement, Total turnover for current year Rs. 17129.94/-.lacs and for previous year Rs. 12140.32 /-lacs. Total Net profit for current year Rs.207.78/- lacs for previous year Rs.67.16/- lacs

NUMBER OF BOARD MEETINGS:

During the financial year ended on March 31, 2026, the Board of Directors met 11 (Eleven) Times, the details of which is given below. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Name of Directors	Mr.Umesh D.Nandani	Mr. Parin U. Nandani	Mr. Deven D. Nan dani	Mr.Dayalal H.Kesharia	Ms. Shweta C. Kathrani	Mr. Pranav V. Manek
Designation as on 31-03-2026	Managing Director	Whole Time Director	Non- Executive Director	Independent Director	Independent Director	Independent Director
Date of Board Meeting & Attendance of meeting (Y/N)
1 19/04/2025	Y	Y	Y	Y	Y	N
2 09/05/2025	N	Y	Y	Y	Y	N
3 29/07/2025	Y	Y	Y	Y	Y	Y
4 23/08/2025	Y	Y	Y	Y	Y	N
5 26/08/2025	Y	Y	Y	Y	Y	N
6 31/10/2025	Y	Y	Y	Y	Y	N
7 03/11/2025	Y	Y	Y	Y	Y	N
8 17/11/2025	Y	Y	Y	Y	Y	N
9 29/12/2025	Y	Y	Y	Y	Y	N
10 30/01/2026	Y	Y	Y	Y	Y	N
11 20/02/2026	Y	Y	Y	Y	Y	N

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company s website on www.parinfurniture.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loan and has not given any corporate guarantee during the year under review and details of existing investment during the year is given herewith:

DETAILS OF EXISTING INVESTMENT

Name& CIN of Company	Type of Investment	No. of Shares Acquired	Amount of Investment	Extent of Holding
PEARL FURNITURE PRIVATE LIMITED (CIN: U36100GJ2013PTC073483)	In Equity Shares	19,00,000	4,05,58,000	98.45%

As stated aforesaid, by virtue of this Investment, the Company Pearl Furniture Private Limited has became subsidiary Company.

DETAILS OF EXISTING INVESTMENT

Name& CIN of Company	Type of Investment	No. of Shares Acquired	Amount of Investment	Extent of Holding
UMERIN GLOBAL PRIVATE LIMITED (CIN:U36109GJ2018PTC103592)	In Equity Shares	5,10,000	51,00,000	51%

CHANGES IN THE NATURE OF BUSINESS & MAJOR EVENTS:

There is NO change in nature of business during the financial Year 2025-26 and no major events has been occurred during the year, except change in Capital structure as mentioned below;

Company has Reclassified Authorized Share Capital as under:

Authorized Share Capital of the Company is 12,50,00,000/- (Rupees Twelve Crore Fifty Lacs ) comprising of 12,50,00,000/- (Rupees Twelve Crore Firty Lacs only) divided into 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,20,00,000( One Crore Twenty lacs only) Equity Shares of 10/- (Rupee Ten) each and 50,00,000/- (Rupees Fifty Lacs only) divided into 5,00,000 (Five Lac) Preference Shares of 10/- (Rupees Ten) each via passing of Special Resolution dated 27/11/2025.

And Company has issued 92,587 Compulsory Convertible Preference Shares of 10/- (Rupees Ten) with Premium of 530/- each on Private Placement Basis to 8 investors during the year.

After the Closure of financial year, following major event undertaken :

After end of Financial Year i.e 2025-26, Company have applied for Migration from SME Emerge Platform of National Stock Exchange of India to Main Board of National Stock Exchage of India through Postal Ballot Notice as on 21/04/2026 which is being approved by shareholders by passing of resolution through Evoting on 24/05/2026.

WEBSITE: www.parinfurniture.com is the website of the company. All the requisite details, policy are placed on this website of the Company. Company also maintaining website with new name i.e www.parinenterprises.com After due course of action, old website will be rolled out.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

There are no such Material Changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

Company have applied for Migration from SME Emerge Platform of National Stock Exchange of India to Main Board of National Stock Exchage of India through Postal Ballot Notice as on 21/04/2026 which is being approved by shareholders by passing of resolution through Evoting on 24/05/2026. As on the date of this report, Company have availed In-Principal Approval from NSE on 25/08/2026.

During the year, Company received Notice of Fine for Regulation 29 of SEBI(LODR), 2015 of Rs. 10,000 which company have paid within stipulated timeline. And after end of Financial Year i.e 2025-26, Company received Notice of SOP Fine of Rs. 50,000 for not taking In-principal approval before issue of Compulsory Convertible Preference Shares. Company have paid the fine and assure to adhere to guidelines received by Stock exchange in due course of time. The amount of fines do not have any major effect on Financial Statements of the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year, Company received Notice of Fine for Regulation 29 of SEBI(LODR), 2015 of Rs. 10,000 which company have paid within stipulated timeline. And after end of Financial Year i.e 2025-26, Company received Notice of SOP Fine of Rs. 50,000 for not taking In-principal approval before issue of Compulsory Convertible Preference Shares. Company have paid the fine and assure to adhere to guidelines received by Stock exchange in due course of time. The amount of fines do not have any major effect on Financial Statements of the company.

During the year, Company received Notices from Income Tax Department and GST Department. Company have filled Appeals for notices received and in process.

POLICY ON DIRECTORs APPOINTMENT AND REMUNERATION:

The salient features of the Policy on Directors appointment and remuneration of Directors, KMP & senior employees and other related matters are as provided under Section 178(3) of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and any other re-enactment(s) for the time being in force. Nomination and Remuneration policy is available at the website of the Company. http://www.parinfurniture.com and www.parinenterprises.com. Managing Director Mr. Umeshbhai D. Nandani (DIN: 00039757) and Whole- Time Director, Mr. Parin U. Nandani (DIN:02343309) are not receiving any remuneration from its Subsidiary Companies i.e. PEARL FURNITURE PRIVATE LIMITED.

INVESTOR GRIEVANCE REDRESSAL POLICY :

The Company has adopted an internal policy for Investor Grievance handling, reporting and solving. Name of Person handling Investor grievance: CS Binika Chudasama Email id: cs@parinfurniture.com Contact details: 9804010506/07/08

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below. a) Ratio of Remuneration of each Director to the Employees median remuneration:

Particulars	Designation	Remuneration (p.a.)	Median Remuneration (p.a.)	Ratio
Umesh Nandani	Managing Director	84,00,000 p.a - Paid during year 77,00,000	2,05,000	2.66
Deven Nandani	Non-Executive Director	-	-
Parin Nandani	Whole Time Director	84,00,000 p.a - Paid during year 77,00,000	2,05,000	2.66

b) the percentage increase in remuneration of Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager,if any, in the financial year are as under:

Company Secretary & Compliance Officer and Chief Financial Officer of the Company Appointed and Resigned as below:

There is no chnge in CFO & CS during the year:

Ms. Alpa Jogi is appointed as CFO - No change in remuneration during the year

Ms. Binika Chudasama is appointed as Company Secretary and Compliance officer - No change in remuneration during the year Ther e i s n o c h an g e i n remuneration of each directors. Remuneration of directors is as below

PARTICUALRS	DESIGNATION	REMUNERATION	REMUNERATION
		2025-26 (p.a.)	2024-25 (p.a.)	Increase/Decrease
Umesh Nandani	Managing Director	84,00,000	84,00,000	--
Deven Nandani	Non-Executive Director	-	-	--
Parin Nandani	Whole Time Director	84,00,000	84,00,000	--

(c) Number of permanent Employees on the rolls of the Company as on 31st March, 2026 - 160

(d) Sub-clause (xii) of Rule 5(1) : It is hereby affirmed that the remuneration paid is as per the Remuneration policy of the Company.

(e) The percentage decreases in the median remuneration of employees for the financial year 2025-26 is 19.61%

(f) There is increase in managerial remuneration for the F.Y 2025-26 by 0% and the average decrease in the salary of employees other than managerial personnel for the FY 2025-26 is 8.98%

(g) Information relating to 10 Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof:

Sr. No . Employee Name	Designation	Nature of Employment (Whet her contractual or other wise)	Educational Qualification	Age	Experience (In Years)	Date of joining	Gross Remuneration Paid (For the year 25- 26) in Rs.	Previous employment	the percentage of equity shares held by the employee in the company	Relative of any director/ Manger (Ye s/N o) If yes the name of such director and manager
1 HARDIK THAKKAR	VICE PRESIDENT - INSTITUTIONAL SALES	On roll	MAST ER	40	2 0	01/0 1/20 12	23000 0	FUTURE GROUP	No	No
2 ALPA JOGI	CFO	On roll	CA	33	1 1	01/0 1/20 20	12500 0	PEARL FURNITUR E PVT. LTD.	No	No
3 PRASAN VIJAYBHAI HIRANI	PURCHASE Sr.MANAGER	On Roll	MAST ER	38	1 6	01/0 6/20 21	12500 0	PEARL FURNITUR E PVT. LTD.	No	No
4 BHUPENDRA JAIN	Sr. Project Manager	On Roll	B. TECH .	34	1 3	09/0 5/20 22	10820 0	ROLLING BANNERS	No	No
5 VIMAL CHANDRAKAN T MAKHECHA	GM OPERATIONS	On Roll	GRA DUAT E	44	2 4	01/1 2/20 22	11320 0	AMUL INDUSTRIE S PVT. LTD.	No	No
6 HANSRAJ SONI	GM SALES	On Roll	GRA DUAT E	50	1 9	01/0 9/20 25	11500 0	HATIL COMPLEX LTD.	No	No
7 ANIL KUMAR BABU LAL JANGID	GM Production	On Roll	B. TECH	37	1 4	14/0 6/20 22	88200	Furniture World, Haryana	No	No
8 BEENABEN KETANBHAI HIRANI	Mall Manager	On Roll	GRA DUAT E	57	1 0	03/0 8/20 16	83000	PEARL FURNITUR E PVT. LTD.	No	No
9 CHANDRESH SINH VAINSH	Group HR Head	On Roll	MAST ER	36	1 1	14/1 1/20 24	70000	Nirma Limited	No	No
10 VINAY SAHAMATE	Asst. Manager Design	On Roll	BE Mech	33	1 0	06/0 5/20 24	89200	Nilkamal Limited	No	No

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm s length pricing basis. Form AOC-2 is attached to Board s Report as Annexure - II.

FUTURE OUTLOOK:

Our Company is a provider of wide and exclusive range of furniture and lifestyle products for several consumers. Our Company is managed by experienced and dedicated promoters to address the changing needs of customers in furniture industry. We are consistent in supplying of quality products round the year as customized products are made available to them as per the market demand.

Our Company has been associated with some of the prestigious projects for furniture such as PSP Projects Limited (Adani Group), PSP Projects & Proactive Constructions Private Limited (Adani Group), Airport Authority Of India - Ayodhya, Airport Authority Of India - Leh, Airport Authority Of India - Vadodara, Airport Authority Of India - Rajkot, Airport Authority Of India - Raipur, Airport Authority Of India - Surat, Tata Showroom Blue Series Furniture Various Loaction In India, Knowledge Consortium Of Gujarat, Agriculture And Co-Operation Department Gujarat, West Bengal Medical Services Corporation (Wbmsc) Kolkata, Sarva Shiksha Abhiyan (Ssa) - Gujarat, Swarnim Gujarat Sports Foundation, Shree Patel Seva Samaj - Aatkot, Porbandar Nagrik Sahakari Bank, Divine Life Hospital - Kutch, Transglobe, Rajasthan Council of School Education, Maa Education, Trendsutra, Pranav Overseas LLP, Rashtriya Madhyamik Shiksha Abhiyan, Sarva Shiksha Abhiyan, IIT Guwahati, Sarva Siksha Abhiyan-Gujarat , IIT Gandhinagar & various Medical Colleges falling under the AIIMS umbrella. In the health care sector, our Company has successfully executed high value orders for Medical & Non Medical Furniture for various

Project Implementation Units (PIU s), HLL Infratech Services P Ltd (Under the Government of India Health & Family Welfare Dept), multiple AIIMS, U N Mehta Institute of Cardiology & Research, Andhra Pradesh Medical Services & Infrastructure Development Corporation(APMSIDC), Engineering Projects (Inida) Limited (EPIL), AAI_Guwahati, West Bengal Medical Services Corporation (wbmsc) Kolkata, so on. As stated earlier, we are now poised in a very strong position with our affiliation with Airports Authority of India.

All these and many more factors have fueled the organization s efforts to becoming a major player in India in the health care & education furniture products industry.

Management and Board are optimist towards the growth of the business and have trust that company will grow and develop more in coming years.

SECRETARIAL AUDITOR:

M/s. K.P.Rachchh & Co., Practicing Company Secretaries (Membership No.FCS:5156; CP No:3974,Peer review certificate no. 6681/2025), Rajkot has been appointed by board as a secretarial auditor of Company for Financial Year 2025-26. The Secretarial Audit report for Financial Year is attached here with as Annexure V. The observations and comments, if any, appearing in the Secretarial Audit Report are self -explanatory and do not call for any further explanation / clarification. Board at its meeting, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 held on 07/09/2026 has proposed and recommended to re-appointed M/s K.P.Rachchh & Co., Practicing Company Secretaries (Membership No.FCS:5156; CP No:3974,Peer review certificate no. 6681/2025), Rajkot as Secretarial auditor of the company for the term of five (5) consecutive financial years commencing from Financial Year 2026 27 up to Financial Year 2030 31 and to hold the office from conclusion of 20 th Annual General Meeting until the conclusion of the 25 th Annual General Meeting of the Company to be held in the calendar year 2031 subject to approval of Shareholders of the Company in ensuing 20 th Annual General Meeting of the Company.

SECRETARIAL STANDARDS AND STATEMENT FOR COMPLIANCE OF APPLICABLESECRETARIAL STANDARDS:

Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to the Company were followed and complied with during 2025-26. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. We hereby states the Company has complied all applicable Secretarial Standards to the extend its applicable. (Formerly known as Parin Furniture Limited)

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in all material respects, an adequate Internal Financial Control System over Financial Reporting and such Internal Financial controls over financial reporting were operating effectively. The company has proper and adequate system of Internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws. Company has also appointed Mr. Hardik Makawana as Internal Auditor who will look at Internal Control and report to the Audit Committee and Board.

STATUTORY AUDITORS :

At 19th Annual General Meeting of the company, M/s K P Bhansali, Chartered Accountant having firm registration number 101185W, Rajkot appointed as Statutory Auditor of the Company to carry out Statutory Audit for a period of Five (5) years from FY 2025-26 to FY 2029-30 i.e to hold office from 19th Annual General Meeting till the conclusion of 24th Annual General Meeting of the Company to be held pertaining to the financial year 2029-30, on such terms and remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company.

STATUTORY AUDITORS REPORT AND NO FRAUD REPORTED :

The Notes on Financial Statements referred to in the Auditors Report are self -explanatory and do not call for any further comments. The Auditor Report does not contain any qualification or reservation. No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board s Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

In accordance with the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo are as follows:

Conservation of Energy

The steps taken or impact on conservation of energy; Conservation of energy is always been an area of priority in the Company s operations. The Company has consumed power of Rs. 27.60/- lakhs (P.Y. Rs. 57.51 /- lakhs ) for the year under review. Company has installed solar panels since January 2025.

Technology Absorption:

Conservation of energy is always been an area of priority in the Company s operations. The efforts made towards technology absorption

The Company has adopted indigenous technology. The Company has derived benefits like product improvement, cost reduction and product development The Company has not imported any technology during the last three years reckoned from the beginning of the financial year The expenditure incurred on Research and Development-Nil The company has not initiated any research and development activities and thus no Expenditure has been incurred on Research and Development. Foreign Exchange Earnings and Outgo: Foreign Earnings : Rs. Nil Foreign Out Go: Rs. 7.40 Lacs

DIRECTORS RESPONSIBILITY STATEMENT [DRS]:

In accordance with the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, Your Directors state that

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31.03.2026;

(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; and

(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.

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

DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013. :

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended on 31 st March, 2026, the Company has not received any complaint pertaining to sexual harassment. Company has also framed and adopted policy and It is hereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]. The Said Policy is also available at the Website of the Company.

(i) Number of Sexual Harassment Complaints received -- NIL

(ii) Number of Sexual Harassment Complaints disposed off -- NIL

(iii) (Number of Sexual Harassment Complaints beyond 90 days -- NIL

Further, it is hereby stated that the company has complied with Maternity Benefit Act. Details of total number of employees is as under:

Female Employees: 28

Male Employees: 132

Transgender: 0

RISK MANAGEMENT:

In today s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company s risk management is embedded in the business processes. Your company has identified the certain risk like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES - WHISTLE BLOWER MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Through this policy, Employees can raise concerns without any regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. The said policy is available at the website of the Company.

POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ( Regulations ) on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting man handled, while at the same time avoiding superfluous inventory of Documents.

POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The objective of the Policy is to determin e materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.