Rexpro Enterprises Ltd Directors Report

To

The Members of

REXPRO ENTERPRISES LIMITED

(Formerly known as Rexpro Enterprises Private Limited )

Dear Members,

Your Board of directors have pleasure in presenting Board Report of the Company, together with the Audited Financial Statements for the financial year ended 31 st March, 2026.

1. Financial Results

The summarized financial highlights of the Company, for the year ended 31 st March, 2026 are as follows:

Particulars	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Total Revenue	7,654.40	9,876.44	7,660.78	10,724.76
Less: Expenses	7,334.56	8,806.82	7,362.47	9,626.10
Profit / (Loss) Before Tax	319.84	1,069.62	298.30	1,098.65
Provision for Taxes - - Current Tax	94.46	271.39	95.86	281.23
- Deferred Tax Assets	(1.20)	(2.86)	0.61	(4.66)
Short provision for tax adjustments in respect of earlier year (Net)	1.40	0.11	1.40	19.45
Profit After Tax Before Minority Interest	225.17	801.10	201.83	802.63
Share of Profit transfer to Minority Interest	--	--	(18.00)	1.54
Net Profit / (Loss) After Tax	225.17	801.10	219.83	801.10
Basic and Diluted EPS	2.01	9.43	2.59	9.43

2. State of Company s Affairs and Future Outlook:

On Standalone Basis

During the financial year, the Company has earned a total income of Rs 7,654.40 lakhs as compared to previous year s income of Rs. 9,876.44 lakhs. The Company incurred a profit of Rs. 225.17 lakhs as against profit of Rs. 801.10 lakhs in the previous year.

On Consolidated Basis

During the financial year, the Company has earned a total income of Rs. 7,660.78 lakhs as compared to previous year s income of Rs. 10,724.76 lakhs. The Company incurred a profit of Rs. 219.83 lakhs as against profit of Rs. 802.63 lakhs in the previous year.

3. Transfer to Reserves:

The Company has transferred Rs. 225.17 lakhs to the Reserves and Surplus Account and the closing balance of the Reserves and Surplus stands at Rs. 5,284.63 lakhs including Securities Premium of Rs 4,132.31 lakhs.

4. Change in nature of Business:

There was no Change in the nature of Business during the FY 2025-26.

5. Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company s future plans and expansion has decided that it would be prudent, not to recommend any Dividend for the year under review.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. Information about Subsidiary/ JV/ Associate company:

The Company has 2 (Two) subsidiaries as per the applicable Accounting Standards, namely:

(i) ProgulfWarehousing Solutions Private Limited:

The following changes took place during the financial year under review with respect to Progulf Warehousing Solutions LLP / ProgulfWarehousing Solutions Private Limited:

- At the beginning of the financial year, the Company held 65% of the capital contribution and profit-sharing ratio in ProgulfWarehousing Solutions LLP.

- Pursuant to the approval accorded by the Board of Directors at its meeting held on December 22, 2025, the capital contribution of the Company in the LLP was increased from Rs1,50,000/- to Rs13,50,000/-, representing an additional contribution of Rs12,00,000/-.

- Consequent to the aforesaid additional contribution of 25%, the Companys holding in the capital contribution and profit-sharing ratio of the LLP increased from 65% to 90%.

- Subsequently, Progulf Warehousing Solutions LLP was converted into a private limited company, namely ProgulfWarehousing Solutions Private Limited, with effect from February 13, 2026.

- The accounts of the LLP were finalised up to February 12, 2026, being the date immediately preceding the said conversion.

- Consequent to the conversion, the Company now holds 90% of the share capital of Progulf Warehousing Solutions Private Limited, which continues to be a subsidiary of the Company.

(ii) Rex Lusso Private Limited

During the year under review, Rex Lusso Private Limited was incorporated on November 8, 2025 and, upon such incorporation, became a subsidiary of the Company. The Company holds 75% of the share capital of Rex Lusso Private Limited.

The Company does not have any Joint Ventures or Associate Companies. The details of the subsidiaries are provided in Form AOC-1, annexed to this Report and marked as Annexure I .

8. Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There have been no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e., March 31,2026, and the date of this Board Report.

9. Public Deposits:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2026 can be accessed at

11. Changes in Share Capital

The Authorized Share Capital of the company is Rs. 13,00,00,000/- divided into 1,30,00,000 equity share of Rs. 10 each. During the year Company has not made any changes in its Authorized Share Capital.

The paid-up Equity Share Capital as on March 31,2026 was Rs. 11,20,64,600/- divided into 1,12,06,460 Equity Shares of Rs.10/- each and the shares of the Company are listed on SME Platform of National Stock Exchange Limited ( NSE EMERGE ).

12. Directors & KMP

A. Details of Directors and Key Managerial Personnel appointed/resigned during the year:

There were no changes in the Directors or Key Managerial Personnel of the Company during the financial year 2025-26.

B. Director retires by rotation:

In accordance with the provisions of Sub-Section (6) of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Minesh Anilbhai Chovatia is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Your directors recommend re-appointment of Mr. Minesh Anilbhai Chovatia as a Whole Time Director of the Company, liable to retire by rotation.

C. Current structure of Directors and Key Managerial Personnel:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31,2026 were as follows:

Name of KMP	Designation
Premal Niranjan Shah	Managing Director and Chairman
Ravishankar Sriramamurthi Malla	Whole Time Director
Minesh Anilbhai Chovatia	Whole Time Director
Ragesh Dipak Bhatia	Whole Time Director
Paras Tushar Shah	Non-Executive Independent Director
Dilip Kumar Swarnkar	Non-Executive Independent Director
Arshita Singh	Non-Executive Independent Director
Jyoti Prajapati	Non-Executive Independent Director
Shankar Laxman Chalke	CFO
Khushboo Nilesh Rawat	Company Secretary

13. Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Meeting is circulated at least a week prior to the date of the meeting. The Board met Fourteen [14] times in financial year 2025-2026 on following dates and the maximum interval between any two meetings did not exceed 120 days.

Sr. No.	Board Meeting Dates
1.	Monday, May 26, 2025
2.	Thursday, June 12, 2025
3.	Wednesday, June 25, 2025
4.	Wednesday, August 13, 2025
5.	Thursday, August 14, 2025
6.	Friday, September 5, 2025
7.	Friday, October 3, 2025
8.	Saturday, October 18, 2025
9.	Tuesday, November 11, 2025
10.	Thursday, November 13, 2025
11.	Monday, December 22, 2025
12.	Friday, February 6, 2026
13.	Monday, February 9, 2026
14.	Friday, March 20, 2026

The details of attendance of the Director at the meetings held during the year under review is stated herewith

Date of Board Meeting	Premal Niranjan Shah	Ravishankar Srirama Murthi	Minesh Anilbhai Chovatia	Ragesh Dipak Bhatia	Paras Tushar Shah	Dilip Kumar Swarnkar	Arshita Singh	Jyoti Prajapati
26 May, 2025	Present	Present	Present	Present	Present	Present	Present	Present
12 June, 2025	Present	Present	Present	Present	Absent	Present	Absent	Present
25 June, 2025	Present	Present	Present	Present	Present	Absent	Absent	Present
13 August, 2025	Present	Present	Present	Present	Present	Absent	Absent	Present
14 August, 2025	Present	Present	Present	Present	Absent	Present	Present	Absent
5 September, 2025	Present	Present	Present	Present	Present	Present	Present	Present
3 October, 2025	Present	Present	Present	Present	Present	Absent	Present	Present
18 October, 2025	Present	Present	Present	Present	Present	Present	Present	Present
11 November, 2025	Present	Present	Present	Present	Present	Present	Present	Present
13 November, 2025	Present	Present	Present	Present	Present	Present	Present	Present
22 December, 2025	Present	Present	Present	Present	Present	Present	Present	Present
6 February, 2026	Present	Present	Present	Present	Present	Present	Present	Present
9 February, 2026	Present	Present	Present	Present	Present	Present	Present	Present
20 March, 2026	Present	Present	Present	Present	Present	Present	Present	Present
Total	14	14	14	14	12	11	11	13

14. Board Committee

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective Charters. These Committees play an important role in the overall management of the day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder Relationship Committee

- Corporate Social Responsibility Committee

which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements ofthe relevant provisions of applicable laws and statutes.

I. Audit Committee

The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The charter of the Committee is in conformity with the Act and the Listing Regulations.

The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 2025-26, the Committee met 7 times on May 26, 2025, June 25, 2025, August 13, 2025, September 5, 2025, November 11, 2025, November 13, 2025 and February 9, 2026. The maximum interval between any two meetings did not exceed 120 days.

The composition of Audit Committee as on 31 st March, 2026:

Name of Committee members	Position in Committee	Designation in Board
Paras Tushar Shah	Chairperson	Non-Executive Independent Director
Jyoti Prajapati	Member	Non-Executive Independent Director
Premal Niranjan Shah	Member	Managing Director and Chairman

The details of attendance of the Director in the Audit Committee meetings held during the year under review is stated herewith

Sr. No. Dates of Meetings	Paras Tushar Shah	Premal Niranjan Shah	Jyoti Prajapati
1 Monday, May 26, 2025	Present	Present	Present
2 Wednesday, June 25, 2025	Present	Present	Present
3 Wednesday, August 13, 2025	Present	Present	Present
4 Friday, September 5, 2025	Present	Present	Present
5 Tuesday, November 11,2025	Present	Present	Present
6 Thursday, November 13, 2025	Present	Present	Present
7 Monday, February 9, 2026	Present	Present	Present
Total	7	7	7

II. Nomination & Remuneration Committee:

The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations. During the financial year 2025-26, the Committee met once on September 5, 2025.

The Nomination and Remuneration Committee comprises of the following as on March 31,2026:

Name of Committee members	Position in Committee	Designation in Board
Arshita Singh	Chairperson	Non-Executive Independent Director
Dilip Kumar Swarnkar	Member	Non-Executive Independent Director
Paras Tushar Shah	Member	Non-Executive Independent Director

Sr. No. Dates of Meetings	Arshita Singh	Dilip Kumar Swarnkar	Paras Tushar Shah
1. Friday, September 5, 2025	Present	Present	Present
Total	1	1	1

II. Stakeholder Relationship Committee

Stakeholders Relationship Committee of the Company was constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations, to look into the redressal of shareholders / investors complaints, such as transfer of securities, non-receipt of dividend, notice, annual reports and all other securities holder related matters.

The Stakeholder Relationship Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 2025-26, the Committee met once on September 5, 2025 respectively. The Stakeholder Relationship Committee comprises of the following as on March 31, 2026:

Name of Committee members	Position in Committee	Designation in Board
Dilip Kumar Swarnkar	Chairperson	Non-Executive Independent Director
Ravishankar Sriramamurthi Malla	Member	Whole Time Director
Jyoti Prajapati	Member	Non-Executive Independent Director

The details of attendance of the Director in the Stakeholder Relationship Committee meetings held during the year under review is stated herewith

Sr. No. Dates of Meetings	Dilip Kumar Swarnkar	Ravishankar Sriramamurthi Malla	Jyoti Prajapati
1. Friday, September 5, 2025	Present	Present	Present
Total	1	1	1

IV. Corporate Social Responsibility Committee:

The Company s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company s website at .

During the financial year 2025-26, the Committee met twice on May 26, 2025 and March 17, 2026 respectively.

The Corporate Social Responsibility Committee comprises of the following as on March 31,2026:

Name of Committee members	Position in Committee	Designation in Board
Ragesh Dipak Bhatia	Chairperson	Whole Time Director
Paras Tushar Shah	Member	Non-Executive Independent Director
Arshita Singh	Member	Non-Executive Independent Director

Sr. No. Dates of Meetings	Ragesh Dipak Bhatia	Paras Tushar Shah	Arshita Singh
1 Monday, May 26, 2025	Present	Present	Present
2 Tuesday, March 17, 2026	Present	Present	Present
Total	2	2	2

15. Declaration of Independent Director:

i. The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

ii. Further, the Independent Directors have also submitted a declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, which mandated the inclusion of an Independent Director s name in the data bank of persons offering to become Independent Directors, of Indian Institute of Corporate Affairs ( IICA ) for a period of one year or five years or life time till they continue to hold the office of an Independent Director and also completed the online proficiency test, conducted by Indian Institute of Corporate Affairs, wherever applicable.

iii. The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirmed that the Independent Directors fulfill the conditions of independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the management of the Company.

iv. In the opinion of the Board, all the Independent Director are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

v. The terms and conditions of the said appointment are hosted on website of the Company relation.

16. Annual Performance Evaluation:

i. Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company.

ii. The Board has devised questionnaire to evaluate the performances of each of Executive, Non- Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance at the Board Meetings and Committee Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs regarding future growth of Company and its performance;

d. Providing perspectives and feedback going beyond information provided by the management.

17. Separate Meetings of Independent Directors:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

18. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a performance evaluation of the individual Directors as well as evaluation of the Board as a whole and its committees has been carried out.

Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company to evaluate the performance of:

- The Chairman of the Company and performance ofNon- Independent Directors and the Board as a whole.

- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the performance of the Board of Directors of the Company.

The following metrics were considered for evaluation:

a) Generic parameters

b) Roles and responsibilities to be fulfilled

c) Participation in Board Processes

d) Governance

e) Strategy

f) Effective Communication

g) Stakeholder focus

h) Risk Awareness

i) The results of evaluation of performance of the Board, it s Committees and of individual Directors was found to be satisfactory.

19. Details of policy developed and implemented by the company on Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

The details as per the provisions are annexed herewith as Annexure-II .

20. Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) ofthe Companies Act, 2013:

a) In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profits of the Company for that period;

c) They 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) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and

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

21. Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors. The said policy is available on the Company s Website.

Website Link: .

22. Vigil Mechanism/Whistle Blower Policy:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman ofthe Audit Committee in the exceptional cases.

We affirm that during the financial year 2025-26, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at .

23. Risk Management Policy:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

24. Significant and Material Orders passed by the Regulators or Courts

During the year under review, there was 1 (One) significant and material order passed by the Income Tax Authority in respect ofthe Company. The details ofthe same are as follows:

Sr. No. Name of the Authorities	Date of initiation of the litigation / dispute	Status of the litigation / dispute as per last disclosure	Status of the litigation / dispute as per last disclosure
1 Income Tax Department	26/03/2026	Assessment proceedings were pending before the Income Tax Authority pursuant to notices issued under Sections 143(2) and 142(1) of the Income-tax Act, 1961.	Assessment Order dated 26 March 2026 was passed under Section 143(3) read with Section 144B of the Income-tax Act, 1961, for AY 2024-25. The total income was assessed at ^17,59,50,163/- against the returned income of Rs4,81,07,960/-. Additions aggregating to Rs12,78,42,203/- were made towards disallowance of consumable purchases, unexplained expenditure and unexplained/unverified trade payables. Penalty proceedings under Sections 270A and 271AAC(1) of the Income-tax Act, 1961 were also initiated.

The order records the first notice under Section 143(2) in June 2025 and the assessment order dated 26 March 2026. The final assessed income and penalty proceedings are set out in the order.

25. Statutory Auditors

M/s. Mittal Agarwal & Company, Chartered Accountants, Mumbai (Firm Registration No. 131025W), is the Statutory Auditors of the Company. The Statutory Auditor has been appointed at the Annual General Meeting held on August 12, 2024 for 5 consecutive years starting from financial year 2024-25 to 2028-29.

The Board of Directors recommends their continuation on the basis of satisfactory performance by them during the year under review.

26. Auditors Report

The Auditors Report to the members on the Accounts of the Company for the financial year ended March 31, 2026 does not contain any qualification and is self-explanatory.

27. Reporting of Fraud by Auditors:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report.

28. Internal Auditor:

The report of Internal Auditor issued and the same has been reviewed.

29. Secretarial Audit:

The Board had appointed CS Aakruti Somani, Practicing Company Secretaries (Membership No.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

30. Cost Auditor:

The Cost Audit is not applicable to the Company.

31. Disclosure on maintenance of cost records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 ofthe Companies Act, 2013 as the same is not applicable to the Company.

32. Particulars of Loans, Guarantees or Investments

There are no loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder except as stated under Note 9 and 15 to the financial statement.

33. Particulars of Loans availed from directors or their relatives

As required under Rule 2(c)(viii) of Companies (Acceptance of deposits) Rules, 2014, there are no loans availed by the Company during the year from its directors and their relatives except as stated under Note 30 to the financial statement.

34. Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on of Related Party Transactions which is also available on the Company s website at . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm s length. Transactions entered into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arm s length basis except the Material related party transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) ofthe Act, in Form AOC-2, annexed as Annexure-IV. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 30 to the standalone financial statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and during the year under review, no person(s) or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paid-up equity share capital of the Company.

35. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - the minimum technology required for the business has been absorbed.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - None

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - None

d. The expenditure incurred on Research and Development - None

C. Foreign exchange earnings and Outgo:	(Amount in Lakhs)
Particulars	Current Year	Previous Year
Foreign Exchange Earnings	-	-
Foreign Exchange Outgo (CIF Basis)	-	-

36. Management Discussion & Analysis Reports:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure V.

37. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility and Sustainability Report ( BRSR ) is required to be included in the Annual Report by the top 1,000 (one thousand) listed entities based on market capitalisation.

As the Company does not fall within the prescribed threshold of the top one thousand listed entities based on market capitalisation, the requirement to include the BRSR in the Annual Report is not applicable to the Company for the financial year 2025-26.

38. Corporate Governance:

In accordance with regulation 15(2) of SEBI LODR, 2015, the requirement of compliance with respect to specified Corporate Governance provisions are not applicable to the Company, as the Company has been listed on the SME exchange at NSE Emerge with effect from January 29, 2025.

39. Details in respect of Adequacy of Internal Financial Controls with reference to Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action is undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

40. Insider Trading:

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons ( the Code ) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ( PIT Regulations ). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Company s website, .

41. Affirmations and Disclosures:

a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years: There are no instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related to capital markets.

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A): Not applicable, however below table shows the utilisation of proceeds of Initial Public Offering

Particulars	Object of the issue	Utilised till 31/03/2026	Pending utilisation
Purchase of Equipment and Renovation of Factory	2,500.00	1013.40	1,486.60
Funding of working capital	1,000.00	1000.00	-
Pursuing Inorganic Growth	352.00	-	352.00
General Corporate Expenses	584.00	584.00	-
Fresh Issue Expenses	276.50	276.50	-
Total	4,712.50	2,873.90	1,838.60

c. Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: None

42. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual,

temporary and trainee) are covered under this Policy. Also, the Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

c) Pending beyond 90 days: Nil

d) Disposed-off during FY 2025-26: Nil

e) Pending as on March 31, 2026: Nil

43. Statement pursuant to section 197(12) of the companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure VI which forms part of this Report.

44. Company s policy relating to Director s appointment, payment of remuneration and discharge of their duties:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors. The said policy is available on the Company s Website .

45. Details of application/any proceeding pending under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

46. Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

47. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loan from the banks or financial institutions along with the reasons thereof

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

48. Compliance with Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1,2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

49. Order of Court:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your company s operation in future.

50. Acknowledgement:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the over-all growth of the Company. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

	For and on behalf of the Board of Directors REXPRO ENTERPRISES LIMITED
Place: Vasai Dated: 5 th September, 2026	Sd/- Premal Niranjan Shah Managing Director and Chairman DIN:03526547	Sd/- Ragesh Dipak Bhatia Whole Time Director DIN:00285979