Saffron Industries Ltd Directors Report

To, The Members SAFFRON INDUSTRIES LIMITED

The Board of Directors hereby submits its 33rd (Thirty-Third) Report on the business and operations of the Company (Saffron Industries Limited), along with the audited financial statements for the financial year ended March 31st 2026.

1. COMPANY SPECIFIC INFORMATION:

Saffron Industries Limited ("SIL" "the Company"), formerly known as Madhyadesh Papers Limited, was incorporated in the year 1993. The name of the Company was changed to Saffron Industries Limited in 2011.

1.1 Financial summary and highlights:

The financial performance of the Company for the year 2025-26 ended on 31st March, 2026 is summarised below:

Particulars	2025-2026	2024-2025
Revenue from Operations	6,86,39,204	6,32,14,674
Other Income	3,32,336	3,11,798
Total Income	6,89,71,540	6,35,26,472
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	3,74,75,436	4,80,94,372
Less: Depreciation/Amortisation/Impairment	2,25,34,332	1,99,78,343
Profit/loss before Exceptional items and Tax Expense	1,49,41,104	2,80,87,519
Add/(less)Exceptional items	0.00	0.00
Profit/(Loss)Before Tax Expenses	1,49,41,104	2,80,87,519
Less: Taxes Expenses (Current & Differed)	-799147	0.00
Profit/loss for the year	1,57,40,251	2,80,87,519
Total Comprehensive Income/loss (2)	0.00	0.00
Total(1+2)	1,57,40,251	2,80,87,519
Balance of profit/loss for earlier years	0.00	0.00
Less: Transfer to Debenture Redemption Reserve	0.00	0.00
Less: Transfer to Reserves	0.00	0.00
Less: Dividend paid on Equity Shares	0.00	0.00

1.2 Amount, if any, which the Board proposes to carry to any reserves:

In accordance with the provisions of section 134(3)(j) of the Companies Act,2013(hereinafter "the act") the Company, has not proposed any amount to transfer to the General Reserve of the Company for the year under review.

1.3 Dividend:

The Board, in need to conserve resources, has not recommended the payment of any dividend during the year under review.

1.4 Major events that occurred during the year:

a) State of the companys affairs

The state of affairs of the Company shall, inter alia, include the following information.

i. segment-wise position of business and its operations:

The Company is engaged in the business of acquiring land, developing real estate projects, constructing residential and commercial buildings, and selling flats, units, and other developed properties.

As per note F (Significant Accounting Policy) of the Notes attached to forming part of the Financial Statements for 2025-26, the Companys business activity falls within business of Real Estate Development and has discontinued manufacture of papers, Segment wise separate reporting is done.

ii. change in status of the company:

During the year under review, there were no material and significant changes in the status of the Company.

iii. key business developments:

During the year under review, there were no significant business developments affecting the operations or financial position of the Company. The Company continued to carry on its business in the normal course.

iv. change in the financial year:

No changes have been made in the financial year of the company.

iv. capital expenditure programmes:

No significant capital expenditure Programmes was undertaken by the Company during the financial year under review.

vi. details and status of acquisition, merger, expansion, modernization and diversification:

During the year under review, the company has not carried out any activity related to acquisition, merger, expansion, modernization and diversification.

vii. developments, acquisitions and assignments of material Intellectual Property Rights:

The company has not carried out any activity for developments, acquisitions and assignments of material Intellectual Property Rights during the financial year.

viii. any other material event having an impact on the affairs:

There are no other material events that have occurred during that have an impact on the affairs of the Company.

b) Change in the nature of business:

The Company is engaged in the business of real estate development, including the purchase and development of land, construction of residential and commercial projects, and sale of flats and other developed properties. During the year under review, the Company discontinued its paper manufacturing business and continues to focus on its real estate development activities.

3) Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the Year and till the date of the Report:

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statement relates and the date of this report.

1.5 Details of revision of financial statement or the Report:

Disclosure for voluntary revision of financial statements pursuant to section 131(1)/ (2) of the Companies Act,2013 is not required as the company has not revised its financial statements or the report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

2.GENERAL INFORMATION

Saffron Industries Limited ("SIL" "the Company"), formerly known as Madhyadesh Papers Limited, was incorporated in the year 1993. The name of the Company was changed to Saffron Industries Limited in 2011. The Company was originally established with the principal object of manufacturing paper and paper products. Subsequently, the Company diversified its business into the development of real estate projects. Over time, the paper manufacturing operations were discontinued, and the Company is presently engaged in the business of real estate development.

3.CAPITAL AND DEBT STRUCTURE:

Any Change in the capital structure of the company during the year, including the followings

(a) change in the authorised, issued, subscribed and paid-up share capital;

During the financial year 2025-26, there is no change in the Capital structure of the Company.

The Authorised share capital of the is Rupees 7,80,000,00 (Seven Crore Eighty Lakhs only) divided into 78,00,000 equity shares of 10 each.

During the year review, the Company has not issued any securities like debenture, bonds or any other non-convertible securities, during the financial year under review.

Depositary System:

The equity shares of the Company are available for trading in dematerialised form through the depository system of the Central Depository Services (India) Limited (CDSL) and the National Securities Depository Limited (NSDL). M/s Adroit Corporate Services Private Limited is the Registrar and Share Transfer Agent (RTA) of the Company.

The status of the equity shares held in dematerialised and physical form, as per the Reconciliation of Share Capital Audit Report submitted by the Company for the quarter ended June 30, 2026, is provided below:

Particulars	Shares	% of the total equity
Held in dematerialization form in CDSL	1965045	27.35%
Held in dematerialization form in CDSL	2870745	39.95%
Physical	2349410	32.70%

(b) reclassification or sub-division of the authorised share capital:

During the financial year 2025-2026, the Company has not reclassified or subdivided its authorised share capital.

(c) reduction of share capital or buy back of shares:

During the financial year 2025-2026, there was no reduction of share capital or buy back of shares in the Company.

(d) change in the capital structure resulting from restructuring; and:

During the financial year 2025-2026, there were no restructuring carried out in the Company, and consequently, the Capital structure of the Company remained unchanged.

(e) change in voting rights:

The voting rights of the Company remained unchanged during the FY 2025-2026.

3.1 Issue of shares or other convertible securities:

During the financial year 2025-2026, the Company has not issued any equity shares or preference shares or any securities that carry a right or option to convert such securities into shares, hence there was no change in the capital structure of the Company.

Accordingly, the issued, subscribed, and paid-up capital of the company stands at 7,80,000,00 (Seven Crore Eighty Lakhs only) divided into 78,00,000 equity shares of 10 each as of 31st March 2026

3.2 Issue of equity shares with differential rights:

During the year review, the Company has not issued any equity shares with differential rights pursuant to the provisions of section 43 of the Companies Act,2013, and in accordance with the rules prescribed under Rule 4 of the Companies (Share Capital and Debentures) Rules, 2014 sweat equity shares

3.3 Issue of Sweat Equity Shares:

During the year review, the Company has not issued any sweat equity shares pursuant to the provisions of section of section 54 of the Companies Act,2013 and Securities and Exchange Board of India and Rule 8 of Companies (Share Capital and Debentures) Rules,2014.

3.4 Details of Employee Stock Options:

During the year under review, the Company has not issued any shares to the Employee Under a scheme to Employees Stock Option, pursuant to section 62(1)(b) of the Companies Act,2013 and rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Stock Options Scheme(s) implemented SEBI (Share Based Employee Benefits) Regulations, 2014.

3.5 Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees:

During the year under review, the Company does not have any shares held in trust for the benefit of employee where the voting rights were not exercised directly by such employees in accordance with the proviso to sub-section (3) of section 67 of the Companies Act,2013 and Rule 16(4) of the Companies (Share Capital and Debentures Rule, 2014. hence the disclosure of the aforementioned details is not required.

3.6 Issue of debentures, bonds or any non-convertible securities:

During the year under review, the Company has not issued any debentures, bonds or any non-convertible securities.

3.7 Issue of warrants:

During the year under review, the Company has not issued any warrants pursuant to the related provisions of the Companies Act,2013.

4.CREDIT RATING OF SECURITIES:

The Company has not issued any debt securities requiring a credit rating during the financial year under review. Accordingly, this disclosure is not required.

5.INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF)pursuant to the provisions of Section 124 and 125 of the Companies Act,2013, and rules made thereunder.

Accordingly, no unclaimed or Unpaid Dividends, Matured Deposits or Matured Debentures were due for transfer to the IEPF during the financial year.

6. MANAGEMENT:

6.1 Directors and Key Managerial Personnel;

The disclosure shall include the following:

Directors and Key Managerial Personnel:

The Board is Comprised of One Executive Director, One Non-Executive Director and Two Non-Executive Independent Director, as on 31st March 2026.

Executive Directors

Manoj Rameshwar Sinha, Whole Time Director

DIN:07564967

Non-Executive Director

Shriranga Vinod Maheshwari, Director

DIN:00341404

Non-Executive Independent Director

Thomas George David, Independent Director Shekhar Madhav Chandle, Independent Director

DIN:09422487 D1N:09548031

APPOINTMENT, RETIREMENT, RESIGNATION AND CESSATION:

APPOINTMENT AND MODE OF APPOINTMENT

(i) During the Year Under review;

Ms. Arti Murlidhar Hemmani, Company Secretary & Compliance Officer of the Company Appointed with effect from 26th June,2025 pursuant to the recommendation of the Nomination & Remuneration Committee of the Board and approval of the Board vide its meeting dated 26th June 2025 respectively.

(ii) after the end of the year and up to the date of the Report;

Mr. Sanyam Sunil Jain was appointed as the Company Secretary & Compliance officer of the Company with effect from 27th June,2026 pursuant to the recommendation of the Nomination & Remuneration Committee of the Board and approval of the Board vide its meeting dated 27th June 2026 respectively.

RETIREMENT BY ROTATION:

Name of the Directors retiring by rotation at the ensuing Annual General Meeting and whether or not they offer themselves for re-appointment:

In Pursuance of section 152 of the Companies Act,2013, and rules framed thereunder and the Article of Associations of the Company, Mr. Manoj Rameshwar Sinha (DIN: 07564967), Whole time Director is retiring by rotation at the ensuing ("AGM") and being eligible, offer himself for re-appointment.

The Board of Directors recommends their re-appointment.

RESIGNATION AND MODE OF RESIGNATION

(i) During the Year Under review:

Ms. Mohita Ramsariya, Company Secretary & Compliance Officer of the Company resigned from the Company with effect from 16.04.2025 due to personal reason.

(ii) after the end of the year and up to the date of the Report:

Ms. Arti Murlidhar Hemmani, Company Secretary & Compliance Officer of the Company resigned from the Company with effect from 01.05.2026 due to personal reason.

KEY MANAGERIAL PERSONNEL:

Mr. Manoj Rameshwar Sinha (DIN: 07564967), Whole time Director, Mr. Anil Bajpai, Chief Financial officer Mr. Sanyam Sunil Jain, Company Secretary & Compliance officer as the Key Managerial Personnel ("KMP") of the Company in accordance with the provisions of Section 2(51), and 203 of the Companies Act,2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

6.2 Independent Directors:

(a) in case of appointment of Independent Directors, the justification for choosing the proposed appointees for appointment as Independent Directors; and

During the year under review, no Director was appointed to the Board of the Company.

6.3 Declaration by Independent Directors and statement on compliance of code of conduct:

(a) Pursuant to the requirement of the provision of sub-section (3) of 134 of the Companies Act,2013, the independent Director have submitted the requisite declaration of independence, pursuant to Section 149(7) of the Companies Act,2013, stating that they meet the criteria of independence as stipulated under section 149(6) of the Companies Act,2013 read with Rule 6 of the Companies (Appointment of Directors) Rule,2015 as amended. (b) The Independent Directors have complied with Code for Independent Directors prescribed in Schedule IV of the Act.

6.4 Board Meetings:

The number and dates of meeting of the Board of Directors held during the year:

The Board of Directors met Eight (8) Times during the financial year

The intervening gap between the two consecutive Board Meetings was well within the maximum interval of One Hundred and twenty days as prescribed under the Companies Act,2013 and the (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR)

Sr. No.	Date of the Meeting	Total Members of the Committees as on the date of the meeting	No. of Directors attended	% of Attendance
1	15-04-2025	4	4	100
2	30-05-2025	4	4	100
3	26-06-2025	4	3	75
4	25-07-2025	4	3	75
5	30-08-2025	4	3	75
6	08-11-2025	4	3	75
7	06-01-2026	4	3	75
8	11-02-2026	4	3	75

6.5 Committees:

Currently, the Board has three committees:

1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholder Relationship Committee

The details of Compositions as follows:

The Audit Committee consists of the following members:

Sr. No. Name of the Committees Members	Designation
1 Mr. Thomas George David	Independent Director (chairman)
2 Mr. Shekhar Madhav Chandle	Independent Director (Member)
3 Mr. Manoj Rameshwar Sinha	Whole-Time Director (Member)

Details of the Audit Committee Meeting held & Attendance of the Meeting:

Sr. No.	Date of the Meeting	Total Members of the Committees as on the date of the meeting	No. of Members attended	% of Attendance
1.	30-5-2025	3	3	100
2.	25-07-2025	3	3	100
3.	08-11-2025	3	3	100
4.	06-01-2026	3	3	100
5.	11-02-2026	3	3	100

The Nomination and Remuneration Committee consists of the following members:

Sr. No. Name of the Committees Members	Designation
1 Mr. Thomas George David	Independent Director (chairman)
2 Mr. Shekhar Madhav Chandle	Independent Director (Member)
3 Mr. Manoj Rameshwar Sinha	Whole-time director (Member)

Details of the Nomination and Remuneration Committee held & Attendance of the Meeting:

Sr. No.	Date of the Meeting	Total Members of the Committees as on the date of the meeting	No. of Members attended	% of Attendance
1	26-06-2025	3	3	100
2	30-08-2025	3	3	100
3	06-01-2026	3	3	100

The Stakeholders Relationship Committee consists of the following members:

Sr. No. Name of the Committees Members	Designation
1 Mr. Thomas George David	Independent Director (chairman)
2 Mr. Shekhar Madhav Chandle	Independent Director (Member)
3 Mr. Manoj Rameshwar Sinha	Whole-time director (Member)

Details of the Stakeholders Relationship Committee held & Attendance of the Meeting:

Sr. No.	Date of the Meeting	Total Members of the Committees as on the date of the meeting	No. of Members attended	% of Attendance
1.	30-05-2025	3	3	100
2.	30-08-2025	3	3	100
3.	12-11-2025	3	3	100
4.	06-01-2026	3	3	100

Separate Independent Directors Meetings:

During the financial year 2025-2026, in accordance with the provisions of Section 149(8) read with Schedule IV of the Companies Act,2013, a separate meeting 1 (one) Meeting i.e. 13.09.2025 of the of the Independent Directors) without the attendance of NonIndependent Director and members of the management.

The independent Director reviewed the performance of the Board as a whole and the NonIndependent Directors and the Chairman. The Independent Directors inter alia discuss the issue arising out of the committees meeting and the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and Board discretion including the quality, quantity and timeliness of the flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction with the performance of the Board, the Chairperson, the Non-Independent Directors, and the quality of information provided by the management to enable the Board to discharge its responsibilities effectively.

6.6 Recommendations of Audit Committee:

There is no occasion wherein the Board of Directors of the Company has not accepted any recommendation/s of the Audit Committee of the Company During F.Y. 2025-26 as Such, no specific details are required to be given or provided.

6.7 Companys Policy on Directors appointment and remuneration:

The companys policy on directors appointment and remuneration and others matter pursuant to Section 178(3) of the Companies Act,2013 is hosted on the companys website and the web link therefore is https://www.saffronindustries.in.

6.8 Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) read with other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee laid down the criteria and the process for performance evaluation of the Board, its Committees and individual Directors.

Board has carried out an annual evaluation of its own performance, the performance of its Committees, and that of the individual Directors.

The evaluation was conducted based on a structured evaluation framework covering various aspects, including the composition of the Board and its Committees, effectiveness of the Boards processes, quality of discussions, strategic guidance, governance practices, participation and contribution of individual Directors, and the functioning of the Committees.

The Independent Directors, at their separate meeting, reviewed the performance of the Chairperson, the Non-Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

6.9 Remuneration of Directors and Employees of Listed Companies:

The disclosure relating to the remuneration of Directors and employees as required under the applicable provisions of the Companies Act, 2013 and the Rules made thereunder forms part of Annexure A to this Report.

6.10 Remuneration received by Managing/Whole time Director from holding or subsidiary company:

Pursuant to the provisions of Section 197(14) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, during the financial year, none of the Managing/Whole time Director of the Company are in receipt of any remuneration from holding or subsidiary company.

6.11 Directors Responsibility Statement:

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

a) in the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards had been followed along with the proper explanation relating to material departures; 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 on 31st March, 2026 and of its profit and loss for the financial year ended on that date;

the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the Director have prepared the annual accounts for the financial year 2025-26 on a going concern basis;

the Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively; and

the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

6.12 Internal Financial Controls:

The Company has in place adequate Internal Financial Controls over Financial Reporting commensurate with the size, scale and nature of its business. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the preparation of financial statements in accordance with the applicable accounting standards and the safeguarding of assets.

During the year under review, the Internal Financial Controls over Financial Reporting were reviewed and were found to be adequate and operating effectively, with no material weaknesses observed.

6.13 Fraud reported by the Auditor:

There have been no instances of fraud reported by the Statutory Auditor, Secretarial Auditor or Cost Auditor of the Company, under Section 143(12) of the Companies Act,2013 and Rules framed thereunder, either to the Audit Committee or to the Company or the Central Government.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

7.1 Report on performance and financial position of the subsidiaries, associates and joint ventures:

The Company did not have any subsidiary, associate or joint venture during the financial year under review. Hence, report on performance and financial position of the subsidiaries, associates and joint ventures is not applicable.

7.2 Companies which have become or ceased to be subsidiaries, associates and joint ventures:

There were no companies that became or ceased to be subsidiaries, associates or joint ventures of the Company during the financial year under review. Hence, this disclosure is not applicable.

8.DETAILS OF DEPOSITS:

During the Financial year 2025-26 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the companies Act,2013,read with Companies (Acceptance of Deposit) Rules,2014. As Such, no specific details prescribed in Rule (5)(1) of the Companies(Accounts)Rule,2014 (as amended) are required to be given or provided.

9.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the financial year under review, the Company has not made any loans, provided any guarantees or securities, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

An entitlement was shared with Navabharat Infraventures Private Limited, an entity under the same management, in consideration of financial support and project-related services, including design, development, and marketing, in relation to the Companys real estate development project.

The disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as prescribed under Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company during the financial year under review.

11.CORPORATE SOCIAL RESPONCIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable to the Company during the year under review. Nevertheless, the Company remains committed to being a responsible corporate citizen and continues to conduct its business in a socially, ethically, and environmentally responsible manner.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of energy:

(i) the steps taken or impact on conservation of energy;

The Companys core activity is Real Estate Development which is not powerintensive, However, the Company consciously makes all efforts to conservation of energy and use of Power

(ii) the steps taken by the company for utilising alternate sources of energy;

Considering the growing concerns of climate change, businesses across the world are adopting innovative and sustainable practices to reduce their environmental impact. The Company is committed to environmental sustainability and continues to explore and implement initiatives for the efficient use of energy and adoption of alternate sources of energy wherever feasible.

(b) technology absorption

The Company continues to adopt and absorb appropriate technologies to improve operational efficiency, productivity and quality. Continuous efforts are made towards technology upgradation and process improvement, wherever feasible.

(c) Foreign exchange earnings and Outgo

Disclosures pertaining to foreign exchange earnings and outgo, are not applicable to your company during the year under review.

13.RISK MANAGEMENT:

The Company has in place a Risk Management framework to identify, assess, monitor and mitigate various business risks. The Board periodically reviews the key risks affecting the Companys business and ensures that appropriate mitigation measures are implemented. During the year under review, no risk was identified that, in the opinion of the Board, may threaten the existence of the Company.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In compliance with the provisions of Section 177(10) of the Companies Act,2013, the Board of Directors has established a vigil Mechanism for directors and employee to report their genuine concern or grievances. The Company oversee the mechanism through Audit Committee. The vigil mechanism provides for adequate safeguards against the victimisation of employee and directors who avail of the vigil mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional Cases. in case of repetitive frivolous Complaints being filed by the director or employee the audit committee mat takes suitable action against the concerned director or employee including reprimand. Vigil mechanism policy is available on the Website of the Company at https://www.saffronindustries.in

15.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATOR, COURT, TRIBUNAL, STATUTORY AND QUASIJUDICIAL BODY, IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS SHALL BE DISCLOSED:

During the year under review, there are no significant and material orders passed by the Regulator, Court, Tribunal, Statutory and quasi-judicial body, impacting the going concern status of the company and its future operations.

16.AUDITORS:

Statutory Auditor

The Members of the Company at the 32nd Annual General Meeting("AGM") held on 30th September 2025, approved the appointment of M/s. Jagdish Khatri & Associates, Chartered Accountants (Firm Registration No. 156251W), as the Statutory Auditors of the Company, to hold office from the conclusion of the 32nd Annual General Meeting until the conclusion of the 37th AGM held thereafter.

Secretarial Auditor

In Compliance with the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Members of the Company at the 32nd Annual General Meeting("AGM") held on 30th September 2025, approved the appointment of M/s, Avinash Gandhewar and Associates, Practicing Company Secretaries (FCS No.- 11197 and COP Number:16490), as the Secretarial Auditor of the Company from the conclusion of the 32nd Annual General Meeting until the conclusion of the 37th AGM held thereafter.

Cost Auditor

The provisions relating to appointment of Cost Auditor as prescribed under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

Secretarial Audit Report

Pursuant to provisions of Section 204 of the Companies Act, 2013, and the Company (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s, Avinash Gandhewar and Associates, Practicing Company Secretaries to Conduct a Secretarial Audit of the records and documents of the Company for the Financial year 2025-2026.

The Secretarial Audit Report for the Financial year ended 31st March 2026 in Form MR-3 is annexed to the Boards Report as "Annexure B" and forms part of the Report. Secretarial Audit Report to the members of the Company for the financial year ended March 31,2026, does not contain any qualification, reservation, or adverse remarks or disclaimer except the following:

The Promoters shareholdings are partially dematerialized; The erroneously reflection of Authorised Share Capital SDD Compliance Certificates were required to be certified by a Company Secretary in Practice for some quarter. In respect of the financial results not submitted in the format prescribed for the quarter ended March 2026,

Explanation by the Board on Section 149(1) of the Companies Act,2013

The Promoters of the Company have been consistently making efforts to dematerialise their shareholdings. During the quarter ended March 31, 2026, the Promoters successfully dematerialised 53,000 equity shares. The Company continues to coordinate with the Promoters, the Depository, and the Registrar and Share Transfer Agent (RTA) to facilitate the dematerialisation of the remaining physical shareholdings. The Company is in continuous coordination with the Registrar of Companies (ROC), Nagpur, to resolve the error relating to the Authorised Share Capital.

As per the applicable SEBI requirements, the Structured Digital Database (SDD) Compliance Certificates are required to be certified by a Company Secretary in Practice. During the financial year, out of the four quarterly SDD Compliance Certificates, two certificates were initially certified by the Company Secretary in employment. Upon identification of the error, the Company took immediate corrective action and ensured that the SDD Compliance Certificates were certified by a Company Secretary in Practice in compliance with the applicable regulatory requirements.

Upon receipt of the communication from BSE, the Company promptly re-submitted the Financial Results for the quarter ended March 31, 2026, in the prescribed format and ensured compliance with the applicable requirements.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors confirm that during the year under review, the Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the financial year, no proceedings under the Insolvency and Bankruptcy Code, 2016 (IBC) were initiated against the Company. Accordingly, the provisions relating to the Corporate Insolvency Resolution Process (CIRP) are not applicable to the Company.

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the financial year there is no occasion where the company failed to complete or implement any corporate action as such no specific details are required to be given or provided.

22. Annual Return:

Pursuant to Notification No. G.S.R. 159(E) dated 05/03/2021 and Section 92 and Rule 12 of the Companies (Management and Administration) Rules,2014 of the Companies Act,2013, a copy of the annual return shall be filed in Form MGT-7 with the Registrar with such fees as specified in the Act for the financial year ending March 31,2026.

22.1 Web link of Annual Return;

Pursuant to section 92(3) of the Companies Act,2013, a copy of the Annual Return for the financial year ended March 31,2026 has been placed on the website of the Company https://www.saffronindustries.in.

23.OTHER DISCLOSURES:

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 Institution along with the Reasons therefore

During the year under review, the Company did not enter into any One-Time Settlement (OTS) with any Bank or Financial Institution. Accordingly, disclosure relating to the difference in valuation at the time of OTS and at the time of availing the loan is not applicable.

24.CONSOLIDATED FINANCIAL STATEMENT:

The Company is not required to prepare and present Consolidated Financial Statements under the provisions of Section 129(3) of the Companies Act, 2013, as it does not have any subsidiary, associate or joint venture company during the financial year under review.

25.COST AUDIT:

a statement as to whether cost records are required to be maintained by the company pursuant to an order of the Central Government and accordingly such records and accounts are maintained

The Company is not required to maintain cost records pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as the said provisions are not applicable to the Company during the financial year under review.

26.ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

26.1 Statement of deviation or variation

Statement of Deviation or Variation: Not Applicable, as no funds were raised by the Company during the year under review.

26.2 Management Discussion and Analysis Report (MDAR)

The Management Discussion and Analysis Report (MDAR) is attached as "Annexure C" and forms an integral part of this Annual Report.

26.3 Certificate on Compliance of conditions of Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the principles of transparency, accountability, fairness and ethical business practices. The Company believes that good Corporate Governance enhances stakeholder confidence and contributes to sustainable growth. A separate Report on Corporate Governance forms part of this Annual Report.

26.4 Suspension of Trading

During the financial year under review, the trading in the Companys equity shares was not suspended by the Stock Exchange. Accordingly, there are no matters requiring disclosure under this head.

27. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment, including sexual harassment. The company has a well-formulated policy on the prevention and redress sexual harassment. the objective of the Policy is to prohibit, prevent and address of sexual harassment in the workplace. These Policies have to prescribe a code of conduct for employee who are required to strictly abide by it. of in place a Policy for prevention of Sexual Harassment

The policy covers all employees, irrespective of the nature of employment and is also applicable with respect to all allegations of sexual harassment made by an outsider against the employee.

The Company is fully committed to adherence to the mandatory provision of Sexual Harassment Of Women At The Workplace (Prevention,Prohibition & Redressal) Act,2013

During the year under review there are less than 10 Employee in the Company, even though the Company has voluntarily constituted the Local Committee under the Sexual Harassment Of Women At The Workplace (Prevention,Prohibition & Redressal) Act,2013

the details of the number of cases filed and disposed of as required under the Sexual Harassment Of Women At The Workplace (Prevention,Prohibition & Redressal) Act,2013

8. DOCUMENTS PLACED ON THE WEBSITE

The Companys Website https://www.saffronindustries.in contain a separate section i.e. The following documents have been placed on the website in compliance with the Companies Act,2013 and Listing Obligations and Disclosure Requirements) Regulations,2015LODR)

1. Details of Vigil Mechanism for directors & employee to report genuine concern as per proviso 177(10)
2. Terms & Condition of Appointment of Independent Directors as per Schedule IV to the act.
3. Annual Returns
4. Financial statements Quarterly, Half Yearly, annually
5. Policy for Dealing with Related Party and Related Party Transaction

29. THE DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016(31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No Application Has Been Made Under the Insolvency Bankruptcy Code Hence the Requirement to Disclose the Details of the Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code,2016(31 Of 2016) During The Year Along with Their Status as The End of the Financial Year, Is Not Applicable.

30. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT,1961

The Company has duly Complied with all provisions of the maternity benefit Act,1961 and the rules framed thereunder. The Company ensure that all female employee is made aware of their rights and entitlements under the Act, including paid maternity leaves, nursing, breaks and protection against dismissal during maternity leaves.

During the year under review, the Company had Two (2) female employees on its rolls. However, no employee has applied for or availed maternity benefits during the financial year. The Company remains committed to upholding the welfare and rights of women employees and will continue to provide all statutory benefits as and when applicable in accordance with the law.

31. ACKNOWLEDGEMENT

The Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders- clients, financial institutions, Banks, Central and state Governments, the companys valued investors, and all other business partners for their continued cooperation and excellent support during the year.

For and on behalf of the Board,

Sd/ Shekhar M. Chandle Independent Director DIN:09548031

Sd/ Manoj R. Sinha Whole Time Director DIN:07564967

Date:20/08/2026 Place: Nagpur