Patels Airtemp India Ltd Directors Report

DIVIDEND

The Directors have recommended dividend of Rs. 3.00 per share (@ 30 %) on 54,70,240 Equity Shares of Rs. 10/- each of the Company out of the profits of the Company for the Financial Year ended 31^st March, 2026 (2025-26), as compared to Dividend of Rs. 3.00 per share (@ 30 %) declared on 54,70,240 Equity Shares of Rs. 10/- each for the previous Financial Year ended 31^st March, 2025. This will absorb Rs. 164.11 lakhs.

A resolution to that effect has been placed for the approval of the Members at this Annual General Meeting of the Company and that the same, when declared and approved, shall be paid to the Members within 30 days from the date of declaration.

Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. 1^st April 2020 and the Company is required to deduct tax at source ("TDS") from dividend paid to the Members at prescribed rates, subject to the provisions of Income Tax Act, 1961. In this regard, the details of provisions regarding TDS on dividend amount have already been mailed to the Shareholders earlier and have also been included in the Notes to the Notice of AGM included in this Annual Report.

RECORD DATE

The Company has fixed Friday, 21^st August, 2026 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the Financial Year 2025-26.

TRANSFER TO RESERVE

The Board has decided not to transfer any amount to the General Reserve for the year ended on 31^st March, 2026 and retain the entire amount of profits in the Profit & Loss Account.

SUBSIDIARY COMPANIES

The Company does not have any subsidiaries including any material unlisted subsidiary as defined in Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). Accordingly, the requirement of appointment of Independent Director of the Company on the Board of Directors of the material unlisted subsidiary companies as per Regulation 24 of SEBI Listing Regulations does not apply.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

In terms of provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors Report.

EXPANSION OF RAKANPUR AND DUDHAI UNITS

During the Financial Year 2025-26, the Company initiated the construction of an additional bay (shed) at the Dudhai Unit with a capacity of 350 MT, which will enhance the manufacturing capacity for Vessels and Heat Exchangers from 200 MT to 350 MT. The piling work for the said bay (shed) has been completed. Further, the Company has increased the lifting capacity in one of the existing bays (sheds) at the Dudhai Unit to support higher operational efficiency and handling capabilities.

At the Rakanpur Unit, the Company has replaced all existing cement roofing with Gl-coated roofing sheets, thereby improving the infrastructure, safety, and durability of the facility.

FUTURE PROSPECTS

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your Directors are pleased to state that continuing the past trend, the Company is having confirmed orders of about Rs. 295.00 Crores on hand as on 1^st August, 2026. Thus, your Directors are quite bullish on repeating similar performance in future. Your Directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

RECOGNITION OR AWARDS

The details regarding Recognition or Awards have been included in "Management Discussion and Analysis (MDA)" Report enclosed herewith as per Annexure - A and forming part of the Directors Report.

SHARE CAPITAL

There is no change in Share Capital of the Company during the Financial Year 2025-26 and up to the date of this Report.

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

PREFERENTIAL ISSUE OF SHARES

Regarding Interlocutory Application (IA) No. IA/69(AHM)2022 in No. IA/68(AHM)2022 read with Company Petition (CP) No. 58/(AHM)2018 filed by one Mr. Bhavesh D. Narumalani (Applicant) vs. Therm Flow Engineers Private Limited (Respondent) with National Company Law Tribunal (NCTL), Ahmedabad Bench, with regards to approval of the Shareholders received at the Extraordinary General Meeting ("EGM") of the members of the company held on 8^th October, 2022 for the Preferential Issue of 4,00,000 Equity Shares of face value of Rs. 10/- each of the Company for cash at a premium of Rs. 222/- per share aggregating to Rs. 9,28,00,000/- issued and allotted to the Promoters and Promoter Group on 16^th November, 2022, wherein the Honble NCLT, Ahmedabad Bench had observers that in case any resolution is passed in the EGM of the Company which is ultimately affecting the rights of the Applicant herein, it is subject to outcome of the above referred IA and main CP.

In this regard, Company has received the Final Order of Honble NCLT, Ahmedabad Bench dated 3^rd February, 2025 on 13^th February, 2025 wherein Honble NCLT, Ahmedabad Bench has not granted any interim relief to

Patels Airtemp (India) Limited

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

In terms of provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors Report.

EXPANSION OF RAKANPUR AND DUDHAI UNITS

During the Financial Year 2025-26, the Company initiated the construction of an additional bay (shed) at the Dudhai Unit with a capacity of 350 MT, which will enhance the manufacturing capacity for Vessels and Heat Exchangers from 200 MT to 350 MT. The piling work for the said bay (shed) has been completed. Further, the Company has increased the lifting capacity in one of the existing bays (sheds) at the Dudhai Unit to support higher operational efficiency and handling capabilities.

At the Rakanpur Unit, the Company has replaced all existing cement roofing with Gl-coated roofing sheets, thereby improving the infrastructure, safety, and durability of the facility.

FUTURE PROSPECTS

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your Directors are pleased to state that continuing the past trend, the Company is having confirmed orders of about Rs. 295 Crores on hand as on 1^st August, 2026. Thus, your Directors are quite bullish on repeating similar performance in future. Your Directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

RECOGNITION OR AWARDS

The details regarding Recognition or Awards have been included in "Management Discussion and Analysis (MDA)" Report enclosed herewith as per Annexure - A and forming part of the Directors Report.

SHARE CAPITAL

There is no change in Share Capital of the Company during the Financial Year 2025-26 and up to the date of this Report.

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

PREFERENTIAL ISSUE OF SHARES

Regarding Interlocutory Application (IA) No. IA/69(AHM)2022 in No. IA/68(AHM)2022 read with Company Petition (CP) No. 58/(AHM)2018 filed by one Mr. Bhavesh D. Narumalani (Applicant) vs. Therm Flow Engineers Private Limited (Respondent) with National Company Law Tribunal (NCTL), Ahmedabad Bench, with regards to approval of the Shareholders received at the Extraordinary General Meeting ("EGM") of the members of the company held on 8^th October, 2022 for the Preferential Issue of 4,00,000 Equity Shares of face value of Rs. 10/- each of the Company for cash at a premium of Rs. 222/- per share aggregating to Rs. 9,28,00,000/- issued and allotted to the Promoters and Promoter Group on 16^th November, 2022, wherein the Honble NCLT, Ahmedabad Bench had observers that in case any resolution is passed in the EGM of the Company which is ultimately affecting the rights of the Applicant herein, it is subject to outcome of the above referred IA and main CP.

In this regard, Company has received the Final Order of Honble NCLT, Ahmedabad Bench dated 3^rd February, 2025 on 13^th February, 2025 wherein Honble NCLT, Ahmedabad Bench has not granted any interim relief to

During the financial year 2025-26, BOB reviewed its Credit Facilities in aggregate Rs. 177.00 Crores (without increase or reduction in limits) and Axis Bank also reviewed its credit facilities in aggregate Rs. 68.00 Crores (without increase or reduction in limits).

Earlier, BOB sanctioned additional Working Capital Term Loan (WCTL) under BOB Guaranteed Emergency Credit Line (BGECLS) 1.0 Extension scheme of Rs. 10.92 Crores and Axis Bank sanctioned Working Capital Term Loan (WCTL) under Emergency Credit Line Guarantee Scheme (ECLGS) of Rs. 3.25 Crores. Consequent to pre-payment of WCTL by the Company during the year under review, the outstanding WCTL from BOB reduced to Rs. 0.73 Crore and outstanding WCTL from Axis Bank reduced to NIL.

The Company is also availing Working Capital Demand Loan (WCDL) out of the aggregate amount of Rs. 33.98 Crores (Unsecured) sanctioned by Jio Credit Limited (formerly known as Jio Finance Limited), a NonBanking Finance Company for Working Capital requirements of the Company. Consequent to re-payment of WCDL by the Company during the year under review, the outstanding loan amount from Jio Credit Limited reduced to Rs. 16.24 Crore.

The Company also avail the Receivables Purchase Facility from HDFC Bank Limited up to an aggregate supplier limit as may be determined by the Bank from time to time and also entered into arrangements with HDFC Bank Limited in connection with factoring transactions by the Company not exceeding Rs. 100 Crores.

The Company also avail TF-Connect services in respect of Letters of Credit, Bank Guarantees, Bills, Remittances and online forward contract confirmations, for the account opened / to be opened with Axis Bank at their various Branch(es).

The Company is also availing L.C. Bill Discounting facility amounting to Rs. 10.00 Crores from Axis Bank Ltd. The Company is also availing Bill Discounting facility from Citibank NA.

The Company is also availing overdraft facility against fixed deposit with various branches of Bank of Baroda.

The Company has also availed/availing Commercial Card facility from Axis Bank for the amount not exceeding in the aggregate 1,00,00,000 /-.

CORPORATE GOVERNANCE

Being a Listed Company, the Company has taken necessary measures to comply with the provisions of SEBI Listing Regulations regarding Corporate Governance as amended from time to time. A separate report on Corporate Governance for the year ended 31^st March, 2026 is attached herewith as a part of this Annual Report viz Annexure-B. A certificate from Practicing Company Secretary of the Company regarding compliance of the aforesaid provisions of Corporate Governance is obtained by the Company and annexed to the Corporate Governance Report. The Certificate on Corporate Governance issued by Practicing Company Secretary for the financial year 2025-26 does not contain any qualification, reservation or adverse remark in respect of Corporate Governance Report.

ACCEPTANCE OF DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public and Members of the Company and therefore not required to comply with the requirement under the Companies Act,

Patels Airtemp (India) Limited

2013 and the Rules made thereunder. As such, no amount of principal or interest was outstanding to the Public and Members of the Company as on March 31, 2026 and the Company is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

During the year under review, the Company has accepted deposits from the Directors of the Company which are exempted deposits under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, subject to compliance of the provisions of the Companies Act, 2013 and the Rules made thereunder.

During the year under review, the Relatives of the Directors also brought in unsecured loan/deposits by way of contribution to bring additional long term funds as a part of conditions imposed by Bank of Baroda on the Promoters and their relatives, while reviewing working capital facilities to the Company vide its Letter No. AR/SMEBR/2021-22/July, 94 dated 7^th August, 2021, which are exempted deposits under Rule 2(1)(c) (xiii) of Companies (Acceptance of Deposits) Rules, 2014, subject to fulfillment of the conditions mentioned in the said Rule.

Details of exempted deposits accepted and repaid by the Company including interest to the Directors & their Relatives during the financial year 2025-26 are mentioned in Note No. 20 (Borrowings) and 33 (Related Party Information) of the Notes to the Financial Statements attached with this Annual Report.

The Company has duly filed the required Form DPT-3 during the year under review regarding exempted deposits under MCA portal.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm that:

(a) i n the preparation of the annual accounts for the year ended 31^st March, 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 31^st March, 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts for the year ended on 31^st March, 2026 on a going concern basis;

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment of Mr. Shivang P. Patel (DIN: 08136652) as Director retiring by rotation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder and Articles of Association, Mr. Shivang P. Patel (DIN: 08136652), Whole-time Director of the Company, shall retire by rotation as Director of the Company at this Annual General Meeting, and being eligible, offers himself for reappointment. The Board of Directors recommends re-appointment of Mr. Shivang P. Patel (DIN: 08136652)

as Director of the Company, for which necessary resolution has been incorporated in the Notice of the Meeting for approval by the Shareholders. A statement providing additional details of Mr. Shivang P. Patel is included in the Notes forming part of the Notice and annexed as per Annexure - I to the said Notice as required under Regulation 36 of SEBI Listing Regulations and circulars issued thereunder and Secretarial Standards on General Meetings SS-2 issued by the Institute of Company Secretaries of India (ICSI).

Re-appointment of Mr. Sanjivkumar N. Patel (DIN:02794095) as Managing Director

After evaluation of the performance and recommend to the Board of Directors by the Nomination & Remuneration Committee (NRC) and also approved by Audit Committee, being Related Party Transaction, the Board of Directors re-appointed Mr. Sanjivkumar N. Patel (DIN:02794095) as Managing Director of the Company designated as "Chairman & Managing Director" for a further period of 3 (Three) years with effect from 20^th May, 2026 up to 19^th May, 2029, liable to retire by rotation with payment of remuneration by way of salary of Rs. 5,50,000/- per month plus perquisites & allowances for the said period of 3 years. The Shareholders also approved the said re-appointment and payment of remuneration to Mr. Sanjivkumar N. Patel (DIN:02794095) as Managing Director of the Company by passing a Special Resolution by Postal Ballot on 7^th April, 2026 on recommendation by the Board of Directors to the Members for their approval.

INDEPENDENT DIRECTORS & SEPARATE MEETING

All details related to Independent Directors of the Company and their separate Meeting held on 28^th March, 2026 have been included in the Corporate Governance Report which forms part of this Boards Report.

COMMITTEES OF DIRECTORS

The Board of Directors has the following Committees:

1. Audit Committee (AC)

2. Nomination and Remuneration Committee (NRC)

3. Stakeholders Relationship Committee (SRC)

4. Corporate Social Responsibility Committee (CSR)

5. Finance Committee (FC)

The details related to the above-mentioned Committees of the Board of Directors, constituted by the Board under various provisions of Companies Act, 2013 and Rules made thereunder and SEBI Listing Regulations, including Composition of Committees, Meetings, Attendance, Terms of Reference, etc. have been included in the Corporate Governance Report annexed with the Directors Report.

BOARD EVALUATION

The details and disclosures related to Board Evaluation have been included in the Corporate Governance Report annexed with the Directors Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

ANNUAL RETURN

CREDIT RATING

The Company is not required to obtain credit rating as per Regulation 46(r) of SEBI Listing Regulations, as the Company does not have any outstanding instruments such as debt instruments, non-convertible securities, bonds, debentures, commercial paper, etc.

TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

TRANSFER OF SHARES TO IEPF DEMAT AUTHORITY ACCOUNT

Members may note that the dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Rules.

The Company has duly appointed Company Secretary of the Company as Nodal Officer for the purposes of verification of claims and coordination with Investor Education and Protection Fund Authority.

The Company has duly filed all the required IEPF Forms with the authorities.

PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

During the year under review, the Company has not provided any loan or guarantee or security to any person nor made any investment.

RELATED PARTY TRANSACTIONS (RPTs)

Information on transactions with Related Parties during the financial year 2025-26 referred to under Subsection (1) of Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is attached herewith viz Annexure-C and forming part of the Directors Report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of SEBI Listing Regulations, details of Related Party Transactions entered into by the Company, in terms of Indian Accounting Standard (Ind AS) 24 issued by ICAI, have been disclosed in

Note No. 33 of the Notes to the Financial Statements for the year ended 31^st March, 2026, forming part of this Report.

However, there are no materially significant Related Party Transactions made/entered into by the Company with its Related Parties including Promoters, Directors or the Management etc. that may have potential conflict with the interests of the Company at large.

Pursuant to the provisions of Section 177, 188 and other applicable provisions of the Companies Act, 2013 and Companies (Meeting of Board and its powers) Rules, 2014 and Regulation 23 and 18(3) read with Part C of Schedule II of SEBI Listing Regulations as amended from time to time read with relevant SEBI Circulars including SEBI Master Circular dated November, 2024 and Circular dated 14^th February, 2025 and information as specified in Industry Standards on Minimum information to be provided, all Related Party Transactions are placed before the Audit Committee for its prior approval (by Independent Directors only from 1^st January, 2022 as per amendment in SEBI Listing Regulations) as also to the Board for approval including Omnibus approval for the transactions for one financial year, which are repetitive in nature and also for the transactions, which are not foreseen (subject to financial limit). However, the Company has not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder and SEBI Listing Regulations and as such no approval of the Shareholders require.

As per Regulation 23 and 18(3) read with Part C of Schedule II of SEBI Listing Regulations as amended from time to time, the Audit Committee of the Board has reviewed and ratified Related Party Transactions (RPTs) entered into by the company with related parties during the financial year ended 31^st March, 2026 (202526) pursuant to each of the omnibus approvals given.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively, issued by the Institute of Company Secretaries of India (ICSI) have been duly followed and complied by the Company.

NUMBER OF BOARD MEETINGS AND CIRCULAR RESOLUTION

During the financial year 2025-26, 4 (Four) Board Meetings of the Company were held on 24^th May, 2025, 2^nd August, 2025, 8^th November, 2025 and 14^th February, 2026.

For the Board Meetings held as above, the gap between two Board Meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations. The Board Meetings were held at the Factory (Works) of the Company situated at Rakanpur, Dist. Gandhinagar, Gujarat.

The particulars of number of Meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report. Agenda of the Meetings were prepared and all necessary papers were circulated to Members of the Board in advance. Necessary disclosures were made by the Directors in the Board and Committee Meetings whenever required. The Company has complied with Secretarial Standards 1 (SS-1) related to Board and Committee Meetings of the Company issued by ICSI.

During the financial year 2025-26, 1 (One) Circular Resolution in respect of the following matter has been passed by the Board of Directors on 22^nd August, 2025 and duly confirmed by the Board of Directors in the next Board Meeting of the Company held on 8^th November, 2025 as per Section 175 of the Companies Act,

2013 and Rules made thereunder and as per Secretarial Standards SS-1issued by ICSI:

1) Approval of Cost Audit Report for the year 2024-25 issued by M/s. Rajendra Patel & Associates, Cost Accountant, Ahmedabad (Firm Regn. No. FRN 101163), Cost Auditor of the Company in respect of cost records maintained by the Company for various products of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - D attached herewith and forming part of the Directors Report.

RISK MANAGEMENT

Business risk evaluation and management, covering the business operations of the Company, is an ongoing process within the Company and the management reviewed frequently risk assessment and to minimize them. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations. Pursuant to the provisions of Regulation 21 of SEBI Listing Regulations, at present, the Company is not required to constitute Risk Management Committee of the Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details regarding Corporate Social Responsibility (CSR) of the Company are given in the Corporate Governance Report, which forms part of this Report.

The salient features of the Policy forms part of the Annual Report on CSR activities annexed to the Boards Report. The Annual Report on CSR activities and expenditure, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,

2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed herewith marked as Annexure-E.

The policy also indicates the activities to be undertaken by the Company within the broad framework of Schedule VII of the Companies Act, 2013, as in force and as amended from time to time which includes promotion of educational and employment enhancing vocational skills and education of underprivileged children, social development/services, promotion of healthcare, including preventive health care i.e. for medical treatment, rehabilitation and sanitation and disaster management, environmental sustainability, rural development project, eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and promoting gender equality, empowering women and measures for reducing inequalities faced by socially and economically backward groups and such other activities and programs as recommended by CSR committee from time to time.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended and in accordance with the CSR Policy, the Company has duly spent total amount

of Rs. 38.00 Lacs towards CSR activities during the financial year 2025-26, as against the requirement of Rs. 37.79 Lacs, i.e. excess amount of Rs. 21,000/- spent during the financial year 2025-26, which will be adjusted against the CSR contribution for the financial year 2026-27, duly approved by the CSR Committee at its Meeting held on 28^th March, 2026 and Board of Directors at their Meeting held on 30^th May, 2026 to that effect.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

The Companys internal control system is commensurate with its size, scale and complexities of its operations.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad (Firm Registration No. 107525W) were appointed as Statutory Auditors of your Company at the 30^th Annual General Meeting of the Company held on 27^th September, 2022, for a first term of five consecutive years from the conclusion of the said 30^th Annual General Meeting of the Company till the conclusion of the 35^th Annual General Meeting to be held in the year 2027 in place of retiring Statutory Auditors M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 113742W).

The Statutory Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs (MCA), the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Accordingly, no resolution has been proposed for ratification of appointment of Auditors of the Company.

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

During the Financial Year 2025-26, the Company has paid total fees of Rs. 5,90,000 towards statutory audit fees (including tax audit), certification fees, other services and reimbursement of expenses to M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company (Firm Registration No. 113742W).

AUDIT REPORT

The Statutory Auditors have mentioned in their Audit Report the following Notes in respect of Audited Financial Statements of the Company for the year ended 31^st March, 2026 as Emphasis of the Matter:

"The balance confirmation from the suppliers and customers have been called for, but the same are awaited till the date of audit. Thus, the balances of receivables and trade payables have been taken as per the books of accounts submitted by the company and are subject to confirmation from the respective parties."

However, the Auditors clarified in its report that their opinion is not modified in respect of the above matter of emphasis.

The Notes on financial statement (Note No. 37) referred to in the Auditors Report and mentioned above are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer, except Emphasis of the Matter as mentioned above.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rules made thereunder and Regulation 24A of SEBI Listing Regulations inter alia requires every Listed Company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in Practice in the prescribed form.

The Board of Directors appointed from time-to-time Mr. Punit Lath, Practicing Company Secretary, Ahmedabad (COP No. 11139 & Membership No. 26238) as the Secretarial Auditor to conduct Secretarial Audit of the records of the Company. Last such appointment was made for the financial year 2024-25.

The SEBI (Listing Obligations and Disclosure Requirements) Third Amendment Regulations, 2024 introduced several changes to the role of Secretarial Auditors. From April 1, 2025, appointment, re-appointment or continuation of Secretarial Auditors of Listed Entities shall be in compliance with the aforesaid provisions.

Considering the above amendments, CS Punit Santosh Lath, Practicing Company Secretary, Ahmedabad (COP No. 11139 & Membership No. 26238) has been appointed as the Secretarial Auditor of the Company at the 33^rd Annual General Meeting held on 27^th September, 2025, for a period of five years to hold office from the conclusion of 33^rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting of the Company to be held in the year 2030, to conduct Secretarial Audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, for the period beginning from the Financial Year 2025-26 through the Financial Year 2029-30. CS Punit Santosh Lath is a peer reviewed Company Secretary from Institute of Company Secretaries of India (ICSI) and have not incurred any of the disqualifications as specified by SEBI.

The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

Secretarial Auditor has submitted to the Company the Secretarial Audit Report for the financial year ended March 31,2026 and annexed herewith marked as Annexure - F to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

COMPLIANCE CERTIFICATE

Further, with effect from April 1, 2025, the Annual Secretarial Compliance Report submitted by a listed entity to be signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary who satisfies the aforesaid requirements.

Pursuant to the SEBI circular no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 and as per the NSE and BSE circulars dated March 16, 2023, the Company has obtained an Annual Secretarial Compliance Report for the year ended 31^st March, 2026 from Mr. Punit Lath (COP No. 11139 & Membership No. 26238), Practicing Company Secretary and duly filed with BSE Ltd., in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India ("SEBI").

COST AUDITORS AND COST AUDIT

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board at its Meeting held on 30^th May, 2026, has on the recommendation of the Audit Committee, appointed M/s. Rajendra Patel & Associates, Cost Accountant, Ahmedabad (Firm Registration No. FRN101163) to conduct the audit of the cost accounting records of the Company for FY 2026-27 on a remuneration of Rs. 80,000/- plus taxes as applicable and reimbursement of actual travel and out of pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013. They have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

Form CRA-2 has been duly filed by the Company with ROC under MCA portal with in the stipulated time period for their appointment as Cost Auditor for the current financial year 2026-27 ending on 31^st March, 2027.

The Cost Audit Report for the Financial Year ended 31^st March, 2025 has been duly filed in Form CRA-4 and in XBRL mode. The cost Audit Report for financial year ended March 31,2026 will be filed with Central Government on or before the due date as prescribed under Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014.

INTERNAL AUDIT

Pursuant to the provisions of Regulation 18 read with Part C of Schedule II of SEBI Listing Regulations, the Audit Committee reviews quarterly the Report of internal audit received from Internal Auditor of the Company relating to internal control weakness, if any, as mentioned in the Internal Audit Report.

LISTING FEES

Pursuant to the provisions of SEBI Listing Regulations, the Company declares that the Equity Shares of the Company are listed on the BSE Limited (BSE). The Company confirms that it has paid Annual Listing Fees to BSE up to the Financial Year 2026-27.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures relating to remuneration and other details required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed as Annexure-G and forms an integral part of this Report.

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as, during the financial year under review, no Employee of the Company including Managing Director and Whole-time Directors were in receipt of remuneration in excess of the limits set out in the said rules.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) on initiatives taken from an environmental, social and governance perspective, in the

prescribed format is not applicable to the Company and hence not attached with this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a Whistle-blower Policy in place since 2004 and aligns with the requirements of vigil mechanism under the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details regarding Vigil mechanism and Whistle blower policy have been included in the Corporate Governance Report annexed with the Directors Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy.

Pursuant to Companies (Accounts) Second Amendment Rules, 2025, no complaints pertaining to sexual harassment were received during the financial year 2025-26 and as such, no complaints remain pending for more than 90 days.

Pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 ("POSH Rules") and pursuant to Rule 8(5) of Companies (Accounts) Rules, 2014, the Company has duly constituted Internal Complaints Committee ("IC Committee") of the Company to hear and redress grievances pertaining to Sexual Harassment and to handle complaints related to Sexual Harassment and facilitate inquiry into the complaint.

DISCLOSURE AS PER MATERNITY BENEFITS ACT, 1961

Pursuant to Companies (Accounts) Second Amendment Rules, 2025, the Company also hereby confirms that it has complied with the provisions of Maternity Benefit Act, 1961 during the year under review and the Company adheres to all statutory requirements concerning maternity leave, medical benefits, and other entitlements for its female employees.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

- The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.

- The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

- The Auditors of the Company have not reported any instances of fraud committed during FY2025-26,

against the Company by its officers or employees as specified under section 143(12) of the Companies Act, 2013.

- The Company has not issued any shares under any scheme including Employees Stock Options Schemes or Sweat Equity Shares to employees of the Company.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration

or commission from its subsidiary.

- The Company complies with the requirement of submitting a half yearly return (Form MSME-I) to the Ministry of Corporate Affairs within the prescribed timelines.

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

- There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.