Riddhi Siddhi Gluco Biols Ltd Directors Report

To,

The Members,

RIDDHI SIDDHI GLUCO BIOLS LIMITED

Your Directors are pleased to present the 35th Annual Report and the Audited Accounts of the Company for the Financial Year ended on 31st March, 2026:

FINANCIAL RESULTS:

(Rs. in Lakhs)

PARTICULARS	Standalone 31.03.2026	Standalone 31.03.2025	Consolidated 31.03.2026	Consolidated 31.03.2025
Revenue from operations and other Income	30,264.42	21,194.16	30,444.64	22,328.39
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)	8,701.01	11,553.31	5,631.10	8,976.20
Finance Cost	1,649.33	863.25	1,754.05	975.60
Depreciation	406.19	434.92	823.48	852.21
Profit / (Loss) before Tax	6,645.49	10,255.14	3,053.57	7,148.39
Net Tax Expense (benefit)	1,014.93	843.23	1,014.93	843.23
Net Profit	5,630.56	9,411.91	2,038.64	6,305.16
Total Comprehensive Income/ (Loss) for the Year	2,305.86	10,335.27	(4,547.17)	(292.50)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the financial year 2025-26, the revenue from operations and other income of the Company has increased from Rs. 21,194.16 Lakhs to Rs. 30,264.42 primarily due to increase in trading operations of the Company. Further the Net Profit of the Company has decreased from Rs. 9,411.91 Lakhs to Rs. 5630.56 Lakhs due to reduction in other income increase in interest expenses. The Board expects to get even better result in the next year.

DIVIDEND:

Your Directors recommended a Dividend of Rs. 3.00/- (Rupees Three Only) per share on fully paid up equity shares of the face value of Rs. 10/- (Rupees Ten Only) each i.e. 30% on paid up equity share capital of the Company for the Financial Year ended on 31st March, 2026. Dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of income tax at source.

The total outgo towards dividend would be Rs. 213.89 Lakhs.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate Governance Report and is uploaded on the Companys website www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/dividend-distribution-policy.pdf

TRANSFER TO RESERVE:

During the year under review, the Board does not propose to carry any amount to reserves out of profit.

CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company has entered into Asset Purchase Agreement dated 19th January, 2026 with Cargill India Private Limited for acquisition of corn milling plant located in Davangere District of Karnataka, having an annual capacity of 3 Lakh MT along with related infrastructure. The acquired assets include land, manufacturing facilities, warehouses, and corn silos, which together provide integrated storage infrastructure supporting corn wet-milling operations.

In accordance with the said Agreement, the acquisition was successfully completed on 27th April, 2026. This acquisition marks a significant milestone in the Companys growth journey, strengthening its manufacturing capabilities and enhancing its capacity to serve the food, pharmaceutical, and industrial sectors, while reinforcing the Companys commitment to sustainable and efficient manufacturing practices.

Subsequent to the end of the financial year 2025-26, the Members of the Company, through a Special Resolution passed by way of Postal Ballot on 3rd July, 2026, approved the amendment of the Main Object Clause of the Memorandum of Association. The amendment enables the Company to expand and diversify its business activities to include corn milling, agro-processing, and other incidental operations, thereby aligning the Companys objects with its post-acquisition business strategy.

Further the Company has on 7th July 2026, completed the Transfer of 26% partnership interest in Clean Max Pluto Solar Power LLP ("Cleanmax"), being the LLP engaged in operating a dedicated wind and solar power plant having a capacity of 25.30 MW from Cargill India Private Limited ("Cargill") as a part of Asset Purchase Agreement enables the Company to qualify as a captive user and to avail long-term, cost-competitive solar/wind power for its proposed manufacturing facility at Davangere, Karnataka.

DEPOSIT:

During the period under review, Company has not accepted or renewed any deposits from the public.

SHARE CAPITAL:

The Authorised Equity Share Capital of the Company as at 31st March, 2026 is Rs. 14,00,00,000/- divided in to 1,40,00,000 Equity shares of Rs. 10/- each and the Authorised Preference Share Capital of the Company is Rs. 12,00,00,000/- divided into 1,20,00,000 preference shares of Rs. 10/- each.

The paid up Equity Share Capital as at 31st March, 2026 is Rs. 7,12,97,860/- divided in to 71,29,786 equity shares of Rs. 10/- each.

During the year under review, Company has not issued shares or convertible securities or shares with differential voting rights and has also not granted any stock options or sweat equity or warrants.

FORFEITURE OF SHARES:

During the year under review, the Company has not forfeited any equity shares.

DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- Mr. Siddharth Chowdhary (DIN: 01798350), Whole-Time Director of the Company will retire by rotation at the ensuing 35th Annual General Meeting and being eligible offers himself for reappointment.

- Pursuant recommendation of Nomination and Remuneration Committee and the Board of Directors, the members of the Company at their 34th Annual General Meeting held on 25th September, 2025, had passed the resolution(s) for re-appointment of Mr. Ganpatraj Chowdhary (DIN: 00344816) as Managing Director and Mr. Siddharth Chowdhary (DIN: 01798350) as Whole-Time Director of the Company for a period of three years from 1st October, 2025 on the terms and conditions as set out in the resolution.

- Further, the members of the Company at their 34th Annual General Meeting held on 25th September, 2025 has passed a special resolution for re-appointment of Mr. Mahendra Kumar Bhandari (DIN: 03035629) as an Independent Director of the Company for the second term of 5 (five) consecutive years commencing from 29th August, 2025 till 28th August, 2030 on the recommendations of Nomination and Remuneration Committee and the approval of Board of Directors of the Company.

Except this, there were no other changes took place in Directorship of the Company during the year and there were no changes in KMP during the year under review.

However, after the end of Financial Year 2025-26 Mr. Pratik Shah (DIN: 01738382), Independent Director of the company has tendered his resignation letter dated 22nd June, 2026 to resign from the office of Independent Director of the Company w.e.f., 22nd June, 2026 due to increased commitment arising from the growth of his own business which requires grater time, attention and focus therein.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section read with Schedule IV of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 5 (Five) Board Meetings of the Company were convened on 29.05.2025, 13.08.2025, 13.11.2025, 19.01.2026 and 07.02.2026.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

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

ii) that accounting policies had been selected and applied them consistently and 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 ended on 31st March, 2026 and of the profit and loss of the company for that period;

iii) 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;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) 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.

DETAILS OF COMMITTEE OF DIRECTORS:

Detailed note on Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, CSR Committee, Finance & Investment Committee and Stake Holders Relationship Committee of Directors, number of meetings held of each Committee during the financial year 2025-26 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The details of policy developed and implemented by the Company on Corporate Social Responsibility is available on website of Company at www.riddhisiddhi.co.in. Further Annual Report on CSR activities pursuant to Rule 8 of Companies (Corporate Social Responsibility policy) Rules, 2014 as amended is attached as "Annexure-I" to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under Board:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Individual Directors:

Independent Directors: -

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.

Non-Independent Directors: -

The performance of each of the Non-Independent Directors (including the chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

ANNUAL RETURN:

The Annual Return of the Company in Form MGT-7 for the Financial Year 2025-26 pursuant to Section 92(3) of the Companies Act, 2013 is available on website of the Company and web link of the same is http://www.riddhisiddhi.co.in/investors.html#horizontalTab16

APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Companys website at www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/policy-for-appointment-of-directors-kmp-and-senior-management-employees.pdf

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy which is available at the Companys website at www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/vigil-mechanism-policy.pdf

RISK MANAGEMENT:

The Management has evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. Though, rules relating to Risk Management Policy does not apply to the Company, Company has voluntarily adopted the Risk Management Policy and uploaded the same on Companys website at www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/risk-management-policy-rsgbl.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any associate company and joint ventures. The Company has following subsidiary within the meaning of Section 2(87) of the Companies Act, 2013:

Sr. No.	Name of Entity	CIN/LLPN	Status
1	Shree Rama Newsprint Limited Village Barbodha, Taluka Olpad, District Surat – 395 005 Gujarat	L21010GJ1991PLC019432	Subsidiary

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:

A statement containing the salient features of the financial statement of the Companys subsidiary under the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed as "Annexure-II" in prescribed form AOC-1.

RELATED PARTY TRANSACTIONS:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business on an arms length basis. The particulars of contract or arrangements entered into by the Company with related parties in terms 188(1) of the Companies Act, 2013 are disclosed in Form No. AOC-2 as annexed "Annexure-III". Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone / consolidated financial statements.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Company has formulated a Policy on Material Related Party Transactions which is available on Companys website at www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/Policy%20on%20Related%20Party%20Transactions.pdf

LISTING OF SHARES:

Equity Shares of Company continue to be listed on BSE Limited till the signing date of this report. The Company has paid the requisite listing fees to the stock exchange.

DELISTING OF SHARES, SEBI ORDER AND OFFER FOR SALE (OFS):

Mr. Ganpatraj L. Chowdhary, Promoter of Riddhi Siddhi Gluco Biols Limited ("Company" or "RSGBL") vide his letter dated December 7, 2017 expressed his intention to purchase entire 17,89,634 equity shares representing 25.18% paid up equity share capital held by public shareholders in order to voluntary delist the equity shares of Company from BSE Ltd. BSE Ltd. had given in-principal approval on December 20, 2018 but the same was withdrawn on December 26, 2018 hence the delisting process was dropped.

After withdrawn of in-principle approval, SEBI issued Show Cause Notice on dated December 20, 2019 and October 8, 2020 alleging violations of various securities laws with respect to delisting matter to various persons/ entities including Promoters and the Company.

Relating to Show Cause Notice dated October 8, 2020, the Company is in receipt of order dated July 2, 2021 from Adjudicating Officer of SEBI imposing penalty of Rs. 5,00,000/- each on Company and two of its promoter Directors. The said order was challenged before Honble Securities and Appellate Tribunal ("SAT") and on the directions of Honble SAT, the Company has deposited penalty amount with SEBI. The Honble SAT vide its order dated March 9, 2026, dismissed the Appeal thereby upholding the order of the Adjudicating Officer dated July 2, 2021.

Relating to Show Cause Notice dated December 20, 2019, the Company is in receipt of order dated August11, 2021 from Learned Whole Time Member (WTM) of SEBI, directing the Company to comply with Minimum Public Shareholding ("MPS") requirements and restraining the Company, along with its two Promoters Directors and CFO from accessing securities market for period of 1 year/2 years respectively. The said order was also challenged before Honble Securities and Appellate Tribunal (SAT) and Honble SAT vide its order dated October 28, 2021 have stayed the effect and operation of the order passed by Learned WTM of SEBI dated August 11, 2021. Vide order dated March 9, 2026, the Honble SAT partly allowed the Appeal and directed as follows:

i. The Company shall comply with MPS norms within 5 months from the date of the order and;

ii. The Company, along with its two Promoter Directors, shall be debarred from accessing the securities market from the date of the order until the compliance of MPS norms and for a further period of 6 months thereafter. The CFO of the company has been debarred from accessing the securities market for a period of 6 months from the date of the SAT order.

The Company along with other appellants had preferred appeals before the Honble Supreme Court of India challenging the order dated March 9, 2026 passed by the SAT. The Honble Supreme Court of India, vide its order pronounced on March 19, 2026, has upheld the order passed by the SAT.

After the end of Financial Year 2025-2026, the Vital Connections LLP, a shareholder belonging to the Promoter group of the Company, vide its letter dated June 19, 2026 proposed to Offer 8,23,422 (Eight Lakhs Twenty-Three Thousand Four Hundred Twenty-Two) Equity Shares having face value of Rs. 10/- each, representing 11.55% of the total issued and paid-up equity share capital of the company, for sell through a separate designated window of BSE Ltd. in accordance with the Offer for Sale ("OFS") framework prescribed by the SEBI.

As stated in the Notice of OFS dated June 19, 2026, the Floor Price for the OFS was fixed at Rs. 730/- per equity share. 10. The OFS was duly conducted and concluded on the stock exchange mechanism, having opened on dated June 22, 2026 and closed on June 23, 2026. Pursuant thereto, the Vital Connections LLP sold the entirety of the offered shares, i.e. 8,23,422 equity shares representing 11.55% of the total issued and paid-up equity share capital of the Company.

As a consequence of the said sale, the aggregate shareholding of the Promoter and Promoter Group in the Company stood reduced from 86.55% to 75% of the paid-up equity share capital of the Company, and the public shareholding correspondingly increased to 25% of the paid-up equity share capital of the Company. The Company has thereby achieved and complied with the MPS requirement of 25% as mandated under Rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957, read with Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f., June 24, 2026.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company has not required to transfer any amount to the Investor Education and Protection Fund ("IEPF").

Details of amount lying in unpaid dividend accounts of the Company for previous years are available on website of the Company i.e. www.riddhisiddhi.co.in.

Further the details of equity shares which are transferred to Investor Education and Protection Fund upto date is also available on website of the Company at www.riddhisiddhi.co.in.

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

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable to the Company as Company was not engaged in any manufacturing during the year under review. Foreign Exchange Earnings is Nil and Foreign Exchange Outgo amounts to Rs. Nil during the year under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

Report on Corporate Governance, Management Discussion & Analysis Report, in terms of Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 is made part of this report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed to this Annual Report.

PARTICULARS OF EMPLOYEES:

Company does not have any employees who is drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as "Annexure- IV"

The statement containing the names of top ten employees will be made available on request sent to the Company on ahmd@riddhisiddhi.co.in.

SECRETARIAL AUDIT:

Pursuant to the recommendation of Audit Committee and the Board of Directors, the members of the Company at their 34th Annual General Meeting held on 25th September, 2025 has appointed Mr. Kinjal Shah, Practicing Company Secretary, Ahmedabad (Membership No. FCS 7417 & CoP No. 21716) as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for a period of 5 Financial Years commencing from Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Audit Report issued by Mr. Kinjal Shah, Practicing Company Secretary, in Form MR-3 for the Financial Year 2025-26 forms part of this report and marked as "Annexure-V".

CASH FLOW STATEMENT:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, the Cash Flow Statement forms part to Financial Statements is attached to the Annual Report.

AUDITORS:

The Board of Directors of the Company at its meeting held on 31.05.2021 had approved the appointment of M/s. Batliboi & Purohit, Chartered Accountants (FRN: 101048W) for a period of five years from the conclusion of 30th Annual General Meeting and accordingly they will hold the office as a Statutory Auditors till the conclusion of 35th Annual General Meeting to be held in the year 2026. The said appointment was subsequently approved by the shareholders in their 30th Annual General Meeting held on 25.09.2021.

Further, your Board would like to inform you that the first term of M/s. Batliboi & Purohit, Chartered Accountants, (FRN: 101048W), statutory auditors of the company has going to be completed on conclusion of the ensuing Annual General Meeting of the company and pursuant to sub-section (2) of Section 139 of the Companies Act, 2013, they are eligible to be re-appointed as Statutory Auditor of the Company for a further period of five years i.e., from the conclusion of 36th Annual General Meeting till the conclusion of 40th Annual General Meeting of the Company to be held in the year 2031. The Board has recommended the members to re-appoint the Statutory Auditors for second term of five consecutive financial years from 2026-27 to 2030-31 by passing an ordinary resolution at the ensuing Annual General Meeting of the members of the Company.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:

(i) By the Statutory Auditors in their report;

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the Statutory Auditors of the Company.

(ii) By the Company Secretary in Practice in his Secretarial Audit Report;

The Secretarial Auditor has raised following qualification in his Secretarial Audit Report for the financial year ended on 31st March, 2026.

1. Honble Securities Appellate Tribunal (SAT) by its order dated March 9, 2026 considered Vital Connection LLP as part of promoter and Promoter group which lead to the public shareholding of the Company falling below the required threshold 25%. As per the said order

1.1 the Company is required to achieve Minimum Public Shareholding (MPS) norms within a period of 5 months from the date of Honble SAT Order in terms of provisions of Rule 19A(2) of Securities Contract Regulations Rules, 1957 Read with Clause 40A of SEBI Listing Agreement and Clause 38 and 103(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

1.2 the Company is restrained from accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner upto period of Six months from the date of Compliance of MPS norms.

2. After the said order certain transactions were however independently executed by the PMS providers in the discretionary PMS accounts of the Company after the Honble SAT Order.

Reply of Board of Directors of the Company for above qualification raised by Secretarial Auditor:

Reply for point no (1), (1.1) & (1.2)

The Company along with other appellants had preferred appeals before the Honble Supreme Court of India challenging the order dated March 9, 2026 passed by the SAT. The Honble Supreme Court of India, vide its order pronounced on March 19, 2026, has upheld the order passed by the SAT.

After the end of Financial Year 2025-2026, the Vital Connections LLP, a shareholder belonging to the Promoter group of the Company, vide its letter dated June 19, 2026 proposed to Offer 8,23,422 (Eight Lakhs Twenty-Three Thousand Four Hundred Twenty-Two) Equity Shares having face value of Rs. 10/- each, representing 11.55% of the total issued and paid-up equity share capital of the company, for sell through a separate designated window of BSE Ltd. in accordance with the Offer for Sale ("OFS") framework prescribed by the SEBI.

As stated in the Notice of OFS dated June 19, 2026, the Floor Price for the OFS was fixed at Rs. 730/- per equity share. 10. The OFS was duly conducted and concluded on the stock exchange mechanism, having opened on dated June 22, 2026 and closed on June 23, 2026. Pursuant thereto, the Vital Connections LLP sold the entirety of the offered shares, i.e. 8,23,422 equity shares representing 11.55% of the total issued and paid-up equity share capital of the Company.

As a consequence of the said sale, the aggregate shareholding of the Promoter and Promoter Group in the Company stood reduced from 86.55% to 75% of the paid-up equity share capital of the Company, and the public shareholding correspondingly increased to 25% of the paid-up equity share capital of the Company. The Company has thereby achieved and complied with the MPS requirement of 25% as mandated under Rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957, read with Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f., June 24, 2026.

Reply for point No. (2)

The Management of the Company was under a bona fide belief that pursuant to the earlier regulatory proceedings where SEBI had passed directions debarring the Company from accessing/dealing in the securities market, consequential operational measures had also been implemented by the depositories, including freezing/blocking of the Companys PAN and Demat accounts by NSDL/CDSL pursuant to regulatory directions.

Accordingly, it was understood by the Company that necessary instructions would have been made by the regulatory authorities and freezing/blocking of the Companys PAN and Demat accounts by NSDL/CDSL would have been carried out. Accordingly, no further action was required to be carried out by the Company in this regard.

Immediately upon becoming aware of the factual position, the Company promptly communicated strict instructions to all Portfolio Management Service ("PMS") providers to discontinue and refrain from carrying out any further trading activities, and the trading operations were stopped forthwith.

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

The provisions regarding Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 are applicable to the Company and the Company has constituted Internal Complaint Committee as per the provisions of Sexual Harassment of Women Act Workplace (Prevention, Prohibition & Redressal) Act, 2013. There is no complaint received or pending till 31st March, 2026 under the said policy.

MATERNITY BENEFITS:

Your Company confirms compliance with the provisions of the Maternity Benefit Act, 1961, and the rules framed thereunder. Eligible women employees are provided maternity benefits in accordance with statutory requirements, including paid maternity leave.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

SIGNIFICANT AND MATERIAL ORDERS:

The Company had received an Order dated March 09, 2026, passed by the Honble Securities Appellate Tribunal ("SAT"), Mumbai in respect of the following appeals preferred by the company along with its Promoters and others:

a) Appeal No. 543 of 2021 filed before the SAT against the order dated July 02, 2021 passed by Adjudicating Officer of SEBI; and

b) Appeal No. 588 of 2021 filed before the SAT against the order dated August 11, 2021 passed by the Whole Time Member ("WTM") SEBI.

The SAT vide its order dated March 09, 2026 dismissed the Appeal No. 543 of 2021 filed by the Company along with others, and partly allowed the Appeal No. 588 of 2021 filed by the Company along with others. In doing so, the SAT modified the directions passed by SEBI WTM by reducing the period of debarment from accessing securities market.

The SAT has also upheld the SEBIs findings regarding the Companys non-compliance with the Minimum Public Shareholding ("MPS") norms and directed the Company to comply the MPS requirements within 5 months from the date of the said order.

The Company challenged the SAT order dated March 09, 2026 before the Honble Supreme Court of India vide Civil Appeal Nos. 3379- 3380/2026. The Honble Supreme Court vide its order dated March 19, 2026 had declined to interfere with the SAT order and dismissed the appeal filed by the company.

Save and except the above, there are no other material orders passed by any Regulator, Court, or Tribunal during the Financial Year 2025-26, which would have an impact on the going concern status of the Company or its future operations.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial throughout the year under review.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AND APPOINTMENT OF COST AUDITOR:

Provisions of maintenance of Cost Accounts and Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and provisions regarding appointment of Cost Auditors are not applicable to the Company.

ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Board framed policies on Preservation of Documents and Determining Materiality for Disclosure to Stock Exchanges which are available at the Companys website at www.riddhisiddhi.co.in and weblink for the same is https://www.riddhisiddhi.co.in/pdf/policy-on-preservation-of-documents.pdf .

REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under section 143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

THE 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 DURING THE FINANCIAL YEAR:

It is not applicable to the Company, during the financial year.

ACKNOWLEDGEMENT:

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has contributed in taking the Company on the path of prosperity. Your Directors further thank the fraternity of Members/Shareholders for their continued confidence reposed in the management of the Company.

For and on behalf of the Board of Directors of

Riddhi Siddhi Gluco Biols Limited

Ganpatraj L. Chowdhary

Managing Director

DIN: 00344816

Siddharth Chowdhary

Whole-time Director

DIN: 01798350

Date: August 31, 2026

Place: Ahmedabad