Solvex Edibles Ltd Directors Report

[Pursuant to Section 134 of the Companies Act 2013,

Rule 8 of the Companies(Accounts) Rules,2014 and Regulation 34 of SEBI (LODR), 2015

To,

Dear Shareholders,

SOLVEX EDIBLES LIMITED

(Formerly known as Solvex Edibles Private Limited)

Kemri Road, Rampur, Bilaspur-244921 Uttar Pradesh, India

The Board of Directors of your Company is pleased to present the 13 th Annual Report of the Company, together with the Audited Standalone and Consolidated Financial Statements, for the Financial Year ended 31st March, 2026. This Report provides a comprehensive overview of the Company s performance, including a summary of the Financial Results and key highlights for the year under review.

1. FINANCIAL SUMMARY: Rule 8(5)(i) of Companies (Account) Rules, 2014

The Company s financial performance for the financial year ended March 31, 2026:

(Amount in Lakhs)

	STANDALONE		CONSOLIDATED
Particulars	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Profit/ Loss before Tax and	95.55	442.99	350.35	863.81
Depreciation
Less: Depreciation	28.16	34.16	229.21	271.95
Profit/ Loss before Tax but after	67.39	408.83	121.14	591.86
Depreciation
Less: Exceptional Item	0.00	0.00	0.00	0.00
Less: Tax expense
Tax for Current Year	16.98	124.03	24.52	180.73
Tax for Previous year	63.00	0.00	89.76	0.00
Deferred Tax (Assets/Liabilities)	(0.02)	0.94	(0.24)	2.15
Profit / Loss for the year	(12.57)	283.86	7.10	408.97

2. STATE OF AFFAIRS / HIGHLIGHTS: Section 134(3)(i) of Companies Act, 2013 read with Rule 8(5)(ii) of Companies (Account) Rules, 2014

1. The company is engaged in the business of manufacturing and process of all kinds of non-edible oils. During the year, revenue from operation of the company is Rs. 6,667.48 (in Lakhs) as per standalone financial statement [Previous year: Rs. 7,470.61 (in Lakhs)] and Rs. 15,425.61 (in Lakhs) as per consolidated financial statement [Previous year: Rs. 13,546.15 (in Lakhs)]. Management expects better growth in the coming years.

2. There has been no change in the nature of business or objects of the Company during the financial year ended March 31, 2026.

3. WEB LINK OF ANNUAL RETURN, IF ANY: Section 134(3)(a) of Companies Act, 2013

The Company has a website i.e. www.solvexedibles.in. Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the Annual Return (MGT-7) as on March 31, 2026 will be uploaded on the above mentioned website.

4. MEETINGS OF BOARD OF DIRECTORS: Section 134(3)(b) of Companies Act, 2013

There were Twelve (12) Board Meetings held during the Financial Year ended March 31, 2026. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days. Details are given as follows:

S. Date of meeting No. (DD/MM/YYYY)	Total Number of directors as on the date of meeting	Attendance
		Number of directors attended	% of attendance
1 01-04-2025	6	4	66.67
2 02-04-2025	6	5	83.33
3 01-05-2025	6	6	100
4 05-07-2025	6	4	66.67
5 24-08-2025	6	5	83.33
6 25-08-2025	6	5	83.33
7 16-09-2025	6	4	66.67
8 29-09-2025	6	6	100
9 14-11-2025	6	4	66.67
10 20-01-2026	6	4	66.67
11 02-03-2026	6	6	100
12 31-03-2026	6	6	100

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

No. Type of General Meeting	Date of General Meeting
1 Extra Ordinary General Meeting	26-04-2025
2 Annual General Meeting	30-09-2025

5. DETAILS TN RESPECT OF FRAUD: Section 134(3 (ca) of Companies Act, 2013

During the year under review, The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

6. STATUTORY AUDITORS: As per Section 139 of Companies Act, 2013

The company has appointed M/s Arora Gupta & Co., Chartered Accountants, (FRN: 021313C), T-2, Gole Market, Rudrapur- 263153, Udham Singh Nagar, Uttarakhand, as Statutory Auditors in the Annual General Meeting held for the year 2024 for a period of five years. They have been appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held for the year 2029.

7. AUDITOR S REPORT - QUALIFICATIONS / OBSERVATIONS: Section 143 of Companies Act, 2013

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Independent Auditors Report contains certain qualifications/modified opinion matters, details of which are reproduced below together with the Boards comments thereon.

(a) During the year, the Company had raised IPO funds for acquisition of proposed Plant and Machinery aggregating to Rs. 830.99 Lakhs. The auditors have expressed inability to obtain adequate and appropriate audit evidence regarding certain advances and utilisation of IPO proceeds, including an advance involving Golden Pearl Oil Products LLP and utilisation towards repayment/prepayment of borrowings.

(b) The Company/Group has not recognized and disclosed employee benefit obligations relating to gratuity and leave encashment in accordance with AS-15 Employee Benefits. In absence of actuarial valuation, the impact could not be determined.

(c) Interest payable on dues to Micro and Small Enterprises under MSMED Act, 2006 has not been recognized/provided. Consequently, the impact on profit and liabilities has not been quantified.

(d) Undisputed income tax for the financial year 2023-24 and 2024-25 remain outstanding as at 31 st March 2026 for a period exceeding six month from the date it become payable.

The Details of such unpaid income tax are as follows:

Sr. No.	FY 24-25 (AY 2025-26)	FY 23-24 (AY 2024-25)
Nature of Payment	(in Lakhs)	(in Lakhs)
1 Income Tax (Including applicable Interest till March 31, 2026)	158.06	67.75

(e) Balance confirmations in respect of certain trade receivables and trade payables were not available as at the year-end. Accordingly, the balances remain subject to confirmation and reconciliation and the consequential impact, if any, is not ascertainable.

8. BOARD S COMMENT ON THE AUDITORS REPORT: Section 134(3)(f) of Companies Act, 2013 The Board s comments on the Auditor s report are as follows:

(a) Management believes that, IPO proceeds have been utilized towards the objects stated in the Prospectus. The qualification relates to availability and adequacy of audit evidence rather than determination of a specific financial liability or adjustment. Accordingly, no quantifiable financial impact can presently be determined. The Company is in the process of strengthening documentation and monitoring mechanisms relating to utilisation of IPO proceeds and supporting records so as to facilitate verification and assessment in subsequent periods.

(b) The liability for Gratuity and leave encashment can only be determined on the basis of an actuarial valuation carried out by an independent actuary. In the absence of such valuation, the amount of adjustment required, if any, cannot presently be ascertained. The Company is currently in the process of collating and compiling the requisite data, records and supporting documents to facilitate the actuarial valuation. Upon completion of the valuation, the Company shall assess and account for the related liability/obligation in accordance with the requirements of the applicable accounting standards.

(c) Interest liability, if any, payable under the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) has not been quantified and provided for in the financial statements. In the absence of complete records, vendor confirmations and other relevant information necessary to identify delayed payments to MSME suppliers and compute the resultant interest liability, the amount of such liability could not be determined. Accordingly, the impact thereof on the profit for the year and the liabilities as at the balance sheet date has not been ascertained. The Company is undertaking a detailed review of vendor records and MSME confirmations and shall evaluate the requirement of recognition and disclosure in accordance with applicable legal and accounting requirements.

(d) During the period, the company has generally been regular in depositing statutory dues. However, undisputed income tax remained unpaid as on March 31, 2026 for a period exceeding six months from the date it became payable. The management is in the process of clearing the dues and has taken steps to strengthen tax compliance processes.

	FY 24-25 (AY 2025-26)	FY 23-24 (AY 2024-25)	Status
Sr. No. Act Name	(in Lakhs)	(in Lakhs)
1 Income tax Act	158.06	67.75	Remained unpaid

(Income Tax Liability Note: For FY 2023-24, the total income tax liability of Rs. 67.75 lakhs comprises basic tax of Rs. 30.00 lakhs and Rs.37.75 lakhs towards interest, penalties and additional taxes.

For FY 2024-25, the total income tax liability of Rs. 158.06 lakhs comprises basic tax of Rs.101.00 lakhs and Rs. 57.06 lakhs towards interest, penalties and additional taxes.

It is further stated that the aforesaid income tax liabilities were paid subsequent to the date of the Audit Report).

(e) Management acknowledges the auditors observation regarding non-availability of external balance confirmations. The balances of debtors and creditors have been reconciled to the extent completed, based on the records and supporting documents available with the Company. Reconciliation and confirmation of certain remaining balances is currently in process. Management will continue the process of obtaining confirmations and completing the reconciliation of the outstanding balances and will take appropriate steps to strengthen the process going forward.

9. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s NBG & Co., Chartered Accountants, Rudrapur, was engaged as the Internal Auditor of the Company for the period of six months ended March 31, 2026 (i.e., from October 01, 2025 to March 31, 2026), following the listing of the Company s equity shares on the BSE SME Portal on October 01, 2025.

The Internal Auditor submitted its audit reports for the said period to the Audit Committee and the Board of Directors. The reports highlighted certain operational/procedural discrepancies. The Audit Committee and the Board reviewed these observations and instructed the management to take necessary corrective and preventive actions. The management has duly implemented the recommendations to strengthen the internal control framework.

Based on the recommendation of the Audit Committee, the Board of Directors, in its meeting held on July 28, 2026, appointed M/s NBG & Co., Chartered Accountants, Rudrapur, as the Internal Auditor of the Company for the Financial Year ending 31st March, 2027. The Company has received their written consent confirming that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

10. MATERIAL CHANGES AND COMMITMENTS:

Section 134(3)(L) of Companies Act, 2013

Save as disclosed elsewhere in this Report (including the discharge and full settlement of statutory income tax dues of Rs. 225.81 Lakhs pertaining to FY 2023-24 and FY 2024-25 subsequent to the date of Audit Report), there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year ended March 31, 2026, to which the Financial Statements relate, and the date of this Boards Report.

11. CHANGE IN DIRECTORSHIP: Rule 8(5)(iii) of Companies (Account) Rules, 2014

As per provisions of Section 203 & 149 of Companies Act, 2013 and related Rules made there under, Company is required to appoint Key Managerial Personnel or Independent Director. In this connection, during the financial year 2025-26, there were no changes occurred in the composition of the Board of Directors including Independent Directors (Section 149) or the Key Managerial Personnel (Section 203) of the Company.

Except, During the year 2025-26 under review, Mrs. Rashika Gupta (DIN: 09642278), Director of the Company, retired by rotation at the 12 th Annual General Meeting of the Company held on September 30, 2025 and re-appointed as a Director of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vishal Goel (DIN: 01084706) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The Board comprises the following Directors;

Name of Directors	Category Cum Designation	Date of Appointment at Current Terms & Designation	Total Directorship in other Company	No. of Committee		No. of Share Held as on 31 March 2026 in Solvex Edibles Ltd.
				In which Director is Member	In Which Director is Chairman
Ashish Goel	Managing Director	01-07-2024	2	1	-	18,71,529
Vishal Goel	Whole time Director	01-07-2024	2	1	-	18,79,359
Rohit Gupta	Whole time Director	01-07-2024	-	-	-	90,001
Rashika Gupta	Non-Executive Director	23-09-2013	-	1	-	23,46,954
Rishikesh Kumar Verma	Non-Executive Independent Director	04-10-2024	2	1	2
Rojina Thapa	Non-Executive Independent Director	04-10-2024	6	2	1

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

The composition of Board complies with the requirements of the Companies Act, 2013 ( Act ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

12. PERFORMANCE EVALUATION: Section 134(3)(p) of Companies Act, 2013

Pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V are not applicable to the Company, as its equity shares are listed on the SME Segment of BSE Limited.

However, in compliance with the mandatory provisions of Section 134(3)(p), Section 149(8), and Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 31, 2026, without the presence of Non-Independent Directors and members of management. In the said meeting, the Independent Directors reviewed and evaluated the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company.

The performance evaluation report and observations of the Independent Directors were subsequently placed before the Board of Directors, and the Board duly took note of the same in its subsequent Board meeting.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS: Rule 8(5)(vii) of Companies (Account) Rules, 2014

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company s operations during the period under review.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: As per Section 134(3)(h)

During the year, under provisions of section 188 and Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, of the Companies Act, 2013, the company has entered into various contracts or arrangements with related parties as per section 2(76) of the Companies Act, 2013. Form AOC-2 is enclosed herewith and provided as an Annexure - A, which forms part of this Report.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval.

15. COMPLIANCE WITH SECRETARIAL STANDARD: As per SS 1

Pursuant to the approval from the Ministry of Corporate Affairs, the Institute of Company Secretaries of India (ICSI) notified the revised Secretarial Standards on Meetings of the Board of Directors (SS -1) and General Meetings (SS-2) which became effective from 1 October, 2017. The Company is complying with the same.

16. PARTICULARS OF LOANS AND INVESTMENT: As per Section 134(3)(g)

During the year, company has not made any fresh investments whether in its wholly owned subsidiaries or any other company as well as not given any loan or guarantee or provided security. So, there is no further need to comply with the provisions of section 186 of the Companies Act, 2013.

17. TRANSFER TO RESERVE: As per Section 134(3)(j)

The Board of Directors does not propose to transfer any amount to Revaluation Reserves / Capital Reserve / or any other reserve for the financial year ended 31 st March 2026. However, Company has transferred its loss of Rs. 12.57 (in Lakhs) as per the Standalone Financial Statements and profit of Rs. 7.10 (in Lakhs) as per the Consolidated Financial Statements has been carried forward to Reserve and Surplus namely Surplus - Profit and Loss Account.

18. DIVIDEND: As per Section 134(3)(k)

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2025-26.

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

A. Conservation of Energy & Technology Absorption Section 134(3)(m) read with Rule 8(3)(A and B) of Companies (Account) Rules, 2014

CONSERVATION OF ENERGY:

i.) The steps taken or impact on conservation of energy:

The Company is engaged in the extraction of Crude Rice Bran Oil etc. The operations of the Company are driven by standard electrical power. Although no specific energy conservation projects were undertaken during the year under review, the Company continues to ensure basic operational care to avoid unnecessary energy wastage.

ii. ) The steps taken by the Company for utilizing alternate sources of energy:

The Company has not taken any steps in respect of the utilization of alternate sources of energy during the financial year under review.

iii. ) The capital investment on energy conservation equipment:

The Company has not incurred any capital expenditure on energy conservation equipment during the financial year under review.

TECHNOLOGY ABSORPTION:

i. ) Major efforts made towards technology absorption:

The Company has not entered into any technology agreement or collaborations.

ii. ) The benefits derived like product improvement, cost reduction, product development or import

substitution:

Not Applicable

iii. ) Information regarding imported technology (Imported during last three years):

The Company has not imported any technology during the last three years.

iv. ) Expenditure incurred on research and development:

None

B. Foreign Exchange earnings and Outgo Section 134(3)(m) read with Rule 8(3)(C) of Companies (Account) Rules, 2014

There are no instances of Foreign Exchange earnings and outgo.

20. RISK MANAGEMENT POLICY: Section 134(3)(n) of the Companies Act, 2013

Risk Management is the process of identification, assessment and prioritization of risks, followed by coordinated and economical application of resources to minimize, monitor and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in key operational areas such as business, project execution, operations, financial, human resources, environment, and statutory compliance.

The Risk Management Policy of the Company has been uploaded on the website of the Company i.e. www. solvexedibles.in.

21. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [ POSH l: Rule 8(5)(x) of Companies (Account) Rules, 2014

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company is required to constitute an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has formulated a Policy on Prevention of Sexual Harassment, which is available on the Companys website. However, as on March 31, 2026, the formal constitution of the Internal Committee was pending due to the process of identifying a suitable External Member as required under the Act. The Company is actively identifying an eligible External Member and shall constitute the Internal Committee at the earliest.

22. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES: Rule 8(5)(iv) of Companies (Account) Rules, 2014

The Company has one Wholly owned Subsidiary company namely Shree Oils And Fats (I) Private Limited (CIN: U15140UP2005PTC132761) and one LLP namely Golden Pearl Oil Products LLP (LLPIN: AAY- 6900) but does not have any joint venture or associate Company during the year.

Both the above entities qualify as Material subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formulated a Policy in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company at www. solvexedibles.in.

Further, pursuant to Section 136 of the Companies Act, 2013, Audited Standalone and Consolidated Financial Statements of the Company, alongwith the Financial Statements of its subsidiaries, are available on the website of the Company at www.solvexedibles.in.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report is annexed herewith as Annexure - B.

23. REPORT ON HIGHLIGHTS ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANIES DURING THE PERIOD UNDER REPORT:

The Financial Parameters of the wholly owned Subsidiaries Company and LLP are given below:-

SHREE OILS AND FATS (I) PRIVATE LIMITED
PARTICULARS	CURRENT YEAR (AMOUNT IN LAKHS)	PREVIOUS YEAR (AMOUNT IN LAKHS)
Profit/ Loss before Tax and Depreciation	61.57	242.35
Less: Depreciation	41.24	50.56
Profit/ Loss before Tax but after Depreciation	20.32	191.79
Less: Tax expense
Tax for Current Year	5.12	50.49
Tax for Previous Year	21.58	0.00
Past Year Tax W/o Add: MAT Credit	0.00	0.00
Deferred Tax (Assets Liabilities)	(0.22)	1.21
Profit and Loss After Tax	(615)	140.08
GOLDEN PEARL OIL PRODUCTS LLP
PARTICULARS	CURRENT YEAR (AMOUNT IN LAKHS)	PREVIOUS YEAR (AMOUNT IN LAKHS)
Profit/ Loss before Tax and Depreciation	167.90	203.80
Less: Depreciation	159.81	187.22
Profit/ Loss before Tax but after Depreciation	8.09	16.58
Less: Tax expense
Tax for Current Year	2.43	6.21
Tax for Previous Year	5.18	0.00
Past Year Tax W/o Add: MAT Credit	0.00	0.00
Deferred Tax (Assets Liabilities)	0.00	0.00
Profit and Loss After Tax	0.48	10.36

24. INTERNAL FINANCIAL CONTROL: Rule 8(5)(viii) of Companies (Account) Rules, 2014

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company maintains internal financial control systems commensurate with the size, scale, and complexity of its business operations.

To further strengthen the governance and control environment post-listing, the Board of Directors, appointed M/s NBG & Co., Chartered Accountants (FRN: 025865N), Rudrapur as Internal Auditors for Financial Year 2025-26. The Internal Auditors evaluated key financial, operational and IT controls for the post-listing period from October 2025 to March 2026.

The Internal Audit Report along with key observations and comments was presented to and reviewed by the Audit Committee and the Board of Directors. The Board reviewed the observations raised by the Internal Auditors and initiated necessary corrective action plans. The Board is committed to implementing these recommendations in a phased manner to continuously plug control gaps and enhance overall operational controls.

25. COST AUDITORS

There is no requirement to appoint Cost Auditors for financial year ended on 31.03.2026.

26. DIRECTOR S RESPONSIBILITY STATEMENT: As per Section 134(5)

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

- In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

- The Directors 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 at the end of the Financial Year 2025-26 and of the loss of the Company for that period;

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis; and

- The Directors have laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively; and

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. DEPOSITS: Rule 8(5)(v & vi) of Companies (Account) Rules, 2014

During the Period under review, the Company has unsecured loans of Rs. 25.14 (in Lakhs) out of which an amount of Rs. 4.87 (In Lakhs) has been received from the Directors of the company, Rs. 20.26 (In Lakhs) from financial institution. So, it will not be considered as Deposits under Rule 2 of companies (Acceptance of Deposits) Rules, 2014. However, company has an amount of Rs. 35.00 (In Lakhs) from Golden Pearl Oil Products LLP (LLPIN: AAY-6900).

28. CORPORATE SOCIAL RESPONSIBILITY: Section 135(3) of Companies Act, 2013

The Company is not required to constitute Corporate Social Responsibility Committee during the year pursuant to Section 135 and Rule 3 of Companies (Corporate Social Responsibility) Rules, 2014.

29. COST RECORD: Rule 8(5)(ix) of Companies (Account) Rules, 2014

As per provisions of sub-section (1) of section 148 of the Companies Act, 2013, The Company is required to maintain cost records. The Company has initiated the maintenance of cost records for the financial year. The said cost records are currently in the process of being compiled and finalized.

30. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: Rule 8(5)(xi) of Companies (Account) Rules, 2014

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

31. DIFFERENCE IN VALUATION: Rule 8(5)(xii) of Companies (Account) Rules, 2014

The One-Time Settlement (OTS) executed during the financial year was in respect of an unsecured loan facility. Since there were no underlying secured assets pledged or mortgaged with the Bank/Financial Institution, no asset valuation was carried out either at the time of sanction or at the time of settlement. Hence, the requirement of reporting a difference in valuation under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is Not Applicable..

32. MATERNITY BENEFIT: Rule 8(5)(xiii) of Companies (Account) Rules, 2014

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended and in alignment with the principles of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particularly Schedule V relating to Corporate Governance disclosures, the Board affirms that the Company has fully complied with all applicable laws and regulations relating to maternity benefits during the Financial Year under review. No maternity benefit claim/leave was availed during the year under review.

33. AUDIT COMMITTEE

As per provisions of Section 177 and Rule 6 of Companies (Meetings of Board and its powers) Rules, 2014, Company is required to constitute an Audit Committee. So, the company has constituted the Audit Committee.

During the year under review, Audit Committee met 5 (Five) times viz on 01-04-2025, 30-06-2025, 27-092025, 13-11-2025, 13-03-2026.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2025-26
	Eligible to attend	Attended
Mr. Rishikesh Kumar Verma	Non-Executive Independent Director	Chairperson	5	5
Ms. Rojina Thapa	Non-Executive Independent Director	Member	5	5
Mr. Ashish Goel	Managing Director	Member	5	5

The Company Secretary and Chief Financial Officer of the Company are regular invitees at the Meeting.

Recommendations of Audit Committee, whenever given, have been accepted by the Board of Directors.

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

The terms of reference of the Audit Committee are aligned with the statutory duties and functions prescribed

under Section 177(4) of the Companies Act, 2013 and Schedule II, Part C of SEBI LODR, 2015. The main

role, responsibilities and powers of the Audit Committee, inter-alia, include:

- Oversight of the listed entity s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

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

- Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

- Reviewing, with the management, the annual financial statements and auditor s report thereon before submission to the board for approval, with particular reference to:

o matters required to be included in the director s responsibility statement to be included in the board s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; o changes, if any, in accounting policies and practices and reasons for the same; o major accounting entries involving estimates based on the exercise of judgment by management; o significant adjustments made in the financial statements arising out of audit findings;

o compliance with listing and other legal requirements relating to financial statements; o disclosure of any related party transactions; o modified opinion(s) in the draft audit report;

- Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

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

- Reviewing and monitoring the auditor s independence and performance, and effectiveness of audit process;

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

- Scrutiny of inter-corporate loans and investments

- Valuation of undertakings or assets of the listed entity, wherever it is necessary;

- Evaluation of internal financial controls and risk management systems;

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

- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

- Discussion with internal auditors of any significant findings and follow up there on;

- reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

- To review the functioning of the whistle blower mechanism;

- Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

- Carrying out any other function as is mentioned in the terms of reference of the audit committee.

34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES: Section 177 (9) read with Rule 7 of Companies (Meetings of Board and its powers) Rules, 2014

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with Section 177(9) and 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism provides a mechanism for directors and employees to report genuine concerns relating to any unethical behaviour, actual or suspected fraud or violation of the Company s policies. The mechanism provides adequate safeguards against victimisation of persons who avail of the mechanism and also provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

35. NOMINATION AND REMUNERATION COMMITTEE:

As per provisions of Section 178 and Rule 6 of Companies (Meetings of Board and its powers) Rules, 2014, Company is required to constitute a Nomination and Remuneration Committee. So, the company has constituted the Nomination and Remuneration Committee. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 1 (One) time viz 14-11-2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2025-26
	Eligible to attend	Attended
Mr. Rishikesh Kumar Verma	Non-Executive Independent Director	Chairperson	1	1
Ms. Rojina Thapa	Non-Executive Independent Director	Member	1	1
Mrs. Rashika Gupta	Non-Executive Director	Member	1	1

TERMS OF REFERENCE OF THE NOMINATION AND REMUNERATION COMMITTEE

The terms of reference of the Nomination and Remuneration Committee are aligned with Section 178 of the

Companies Act, 2013 and the NRC Policy and Schedule II, Part D of SEBI LODR, 2015 of the Company.

The key responsibilities of the Committee include:

- Formulation of the criteria for determining qualifications, positive attributes and independence of Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees.

- Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

- Devising a policy on diversity of Board of Directors.

- Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal; Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

- Recommend to the Board, all remuneration, in whatever form, payable to senior management.

- Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees

and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.solvexedibles.in

Remuneration of Director:

The details of remuneration paid during the financial year 2025-26 to directors of the Company is provided in Form MGT-7 to be uploaded at website of the Company, i.e. www.solvexedibles.in

36. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As per provisions of Section 178(5) and Rule 6 of Companies (Meetings of Board and its powers) Rules, 2014, Company is required to constitute a Stakeholders Relationship Committee. So, the company has constituted the Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants, etc.

During the year under review, Stakeholders Relationship Committee met 1 (One) time viz on 20-01-2026. The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2025-26
	Eligible to attend	Attended
Ms. Rojina Thapa	Non-Executive Independent Director	Chairperson	1	1
Mr. Rishikesh Kumar Verma	Non-Executive Independent Director	Member	1	1
Mr. Vishal Goel	Whole Time Director	Member	1	1

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2026.

TERMS OF REFERENCE OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholders Relationship Committee are aligned with Section 178 of the Companies Act, 2013 and Schedule II, Part D of SEBI LODR, 2015. The main role and responsibilities of the Committee include:

- Resolving the grievances of the security holders of the listed entity including complaints related to

transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

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

- Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar to an Issue and Share Transfer Agent Registrar & Share Transfer Agent.

- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company

- Resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of security cover and any other covenants.

37. DISCLOSURE OF STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, the Independent Directors of the Company have submitted their declaration confirming that they meet the criteria of independence as specified under the said section. The Board of Directors has taken on record the declarations submitted by the Independent Directors. The Company has two Independent Directors, and both have affirmed their independence as per the applicable provisions of the Companies Act, 2013, and confirm that they do not have any direct or indirect relationship with the Company that could impair their independence.

38. DISCLOSURE FOR COMPANIES COVERED UNDER SECTION 178(1) ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING OTHER MATTERS PROVIDED UNDER SECTION 178(3)

Pursuant to Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, the Board has framed a Policy for selection, appointment, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management.

Salient Features of the Nomination & Remuneration Policy:

Nomination :

The Committee identifies and nominate candidates appointment subject to the recommendation of NRC and approval of Board and Shareholder.

Remuneration Structure:

- Executive Directors & KMPs: Remuneration of Managing Director reflects the overall remuneration philosophy and guiding principle of the Company.

- Non-Executive Directors: Remuneration is limited to sitting fees for attending Board and Committee meetings within prescribed statutory limits,

NRC Meeting:

Meeting of NRC will be governed by the provisions of the Companies Act, 2013 and rules madethereunder .

39. DISCLOSURE OF REMUNERATION:

Disclosures relating 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 are provided as an Annexure - D, which forms part of this Report.

During the Financial year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Hence, the statement of Particulars of Employee is NIL.

40. CAPITAL BASE

The Authorized Share Capital of the company is Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each. As on 31-03-2025 the paid up share capital of Company was Rs. 6,33,11,700/- (Rupees Six Crore Thirty Three Lakhs Eleven Thousand Seven Hundred only) divided into 63,31,170 (Sixty Three Lakhs Thirty One Thousand One Hundred Seventy) Equity Shares of Rs. 10/- each and the end of the financial year 31-03-2026 it has become Rs. 8,95,19,700/- (Rupees Eight Crore Ninety Five Lakhs Nineteen Thousand Seven Hundred) divided into 89,51,970 (Eighty Nine Lakhs Fifty One Thousand Nine Hundred Seventy) Equity Shares of Rs. 10/- each.

41. ALLOTMENT AND TRANSFER OF SHARES:

The Company has not issued any convertible securities or any equity shares with differential voting rights, sweat equity shares, or employee stock options and it has not made any provision of money for the purchase of its own shares by employees or by trustees. There were no share transfers registered during the year under review.

The Equity Shares of the Company are listed on the BSE SME platform.

All necessary entries have been recorded in the Register of Members and corporate actions for demat credit of shares have been executed accordingly.

UTILISATION OF IPO PROCEEDS:

During the year under review, the Company completed its Initial Public Offer (IPO) and allotted 26,20,800 Equity Shares of Rs. 72/- per share (including a premium of Rs. 62/- per share) on 29th September, 2025.

Object as per Prospectus	Allocation of Funds (As per prospectus)	Funds Utilized	Funds Unutilized
Capex for purchase of Plant & Machinery	830.99	306.00	524.99
Repayment/Prepayment of Borrowings (Working Capital)	590.00	590.00	0
General Corporate Purpose	278.99	278.99	0
Issue Related Expense	187.00	128.62	58.38
Total	1886.98	1303.61	583.37

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO till 31-032026.

42.TRANSFER OF UN CLAIMED/UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, ( Rules ), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF. This clause is not applicable as during the year the company has not declared any dividend.

43. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted the Code of Conduct for Prevention of Insider Trading to regulate the dealing in securities by the directors and employees of the Company. The Code requires pre-clearance from the authorised person of the Company for dealing in the Company s shares and prohibits the p urchase or sale of the Company s shares by the directors and employees while in possession of unpublished price sensitive information in relation to the Company or its securities.

The Company has appointed the Company Secretary as the Compliance Officer to ensure compliance of the said Code by all the directors and employees likely to have access to unpublished price sensitive information.

45. SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR S REPORT:

Pursuant to the provision of Section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors, at its meeting held on

March 31, 2026, has appointed CS Manoj Kumar Agarwal, Proprietor of M/s. M. Agarwal & Associates, Company Secretaries (M-9, B.D.A. Colony, Trivatinath Complex, Prem Nagar, Bareilly, U.P.), as the Secretarial Auditors of the Company for a term of five (5) consecutive years ending March 31, 2030, subject to the approval of shareholders at the ensuing Annual General Meeting.

The Board recommends to the members of the Company approve/ratify the appointment of CS Manoj Kumar Agarwal, proprietor of M/S M. Agarwal & Associates, Company Secretaries, M-9, B.D.A. Colony, Trivatinath Complex, Prem Nagar, Bareilly, U.P., as the Secretarial Auditor of the Company. The Auditors have also confirmed that they hold a valid peer review certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

The Secretarial Audit Report for the financial year ended March 31, 2026, in the prescribed Form No. MR- 3, is attached herewith as Annexure - E to this Report.

Explanations by the Board on Secretarial Auditor s Observations:

The Secretarial Audit Report contains the following observations, and the explanations of the Board of Directors are as under:

Observation (i): The Company has not filed MSME Form I (e-form for half-yearly return in respect of outstanding payments to Micro or Small Enterprises) with the Registrar of Companies for the half-year ended September 30, 2025.

Board s Reply: The Board notes the observation of the Secretarial Auditor regarding MSME Form I for the half-year ended September 30, 2025. The delay was due to administrative constraints and as the relevant period has lapsed, the Company has strengthened its internal tracking system to ensure timely filing of MSME Form I in all upcoming half-yearly periods going forward.

Observation (ii): The Company has received an unsecured loan of Rs.10.12 Lakhs from Golden Pearl Oil Products LLP (LLPIN: AAY-6900) in F.Y. 2023-24, which has accumulated to Rs. 35.00 Lakhs in F.Y. 2025-26. It appears that the unsecured loan is in contravention of provisions of Sections 73 to 76 read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 of Companies Act, 2013.

Board s Reply: The Board notes the observation of the Secretarial Auditor. The Company is reviewing the legal aspects of the transaction and taking necessary steps to repay the said loan in accordance with the applicable provisions of Sections 73 to 76 of the Companies Act, 2013.

46. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

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

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - C.

48. CREDIT RATINGS

The Company was not required to obtain credit ratings during the Financial Year 2025-26.

49. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The Investor Complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. During the financial year under review, the Company has not received any complaints.

50. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of framing a Dividend Distribution Policy is mandatory only for the Top 1000 listed entities based on market capitalization.

Since the Company is listed on the SME Platform of BSE Limited, the provisions of Regulation 43A are not applicable to the Company.

51. MEANS OF COMMUNICATION:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulation 47 regarding publication of Financial Results in newspapers are not applicable to the Company as its Equity Shares are listed on the SME Platform of BSE Limited.

Stock Exchange Filings: The half-yearly and annual financial results, outcome of Board Meetings, corporate disclosures, statutory notices, and other material information are regularly submitted to BSE Limited (www.bseindia.com) in accordance with the Listing Regulations.

Company s Website: All key filings, financial results, shareholder information, and statutory policies are also made available on the Company s official website at www.solvexedibles.in.

Management Discussion and Analysis: The Management Discussion and Analysis (MDA) Report forms an integral part of this Annual Report.

52. CERTIFICATE

- A confirmation from the Managing Director of the Company regarding compliance with the Code of Conduct and Ethics by all the Directors and Senior Management Personnel is annexed and forms part of this Report as Annexure F.

- A Certificate from M/s. M. Agarwal & Associates, Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI, Ministry of Corporate Affairs or any such other Statutory Authority, as stipulated under Regulation 34(3) read with Schedule V Para-C clause 10 (i) of the Listing Regulations, is attached to this Report as Annexure G.

53. ACKNOWLEDGMENT

Your director place on record their sincere and grateful appreciation for the timely assistance and cooperation received from the bankers of the company during the year under report. The Board also appreciated the dedication and efforts of all employees throughout the period.

For SOLVEX EDIBLES LIMITED
(Formerly Known as Solvex Edibles Private Limited)

Sd/-	Sd/-
ASHISH GOEL	ROHIT GUPTA
(MANAGING DIRECTOR)	(WHOLE-TIME DIRECTOR)
(DIN: 01084671)	(DIN: 07821110)
R/O S/O BRIJ BHUSHAN GOEL, 2, KASHIPUR ROAD, BEHIND KIDS PLANET SCHOOL, SURYA INCLAVE, RUDRAPUR, UDHAM SINGH NAGAR, UTTARAKHAND- 263153	R/O B-19, ALLIANCE KINGSTON ESTATE, KASHIPUR ROAD, KICHHA, UDHAM SINGH NAGAR, RUDRAPUR, UTTARAKHAND

Place: Bilaspur, Rampur (U.P)
Date: 02-09-2026