SPEB Adhesives Ltd Directors Report

Dear Members,

The directors of the Company have pleasure in presenting 36th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS

The Companys financial performance, for the year ended March 31, 2026.

(Rs in lakhs)

Particulars	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Total Income	5,144.25	4,593.82
Less: Total Expenses	4,215.14	3,747.95
Profit/ (Loss) before tax	929.11	845.87
Less: Provision for tax	237.00	223.78
Less: deferred tax	-	16.62
Income Tax of earlier years w/off	5.53	-
Exception Income	-	-
Exception expenditure	-	-
Profit after Tax	686.58	605.47

Note: During the financial year 2025-26, the Company did not have any subsidiaries. Accordingly, the consolidated financial statements for the previous year have not been presented for comparison

2. COMPANYS PERFORMANCE

The Company has made a profit after tax (PAT) for FY 2025-26 of INR 686.58 Lakhs as compared to INR 605.47 Lakh for the previous year. The Performance of the Company has improved as compared to the previous year. During the financial year, the companys total revenue was INR 5,144.25 Lakhs. The revenue from operations comprises Export Sales of INR 380.00 Lakhs, representing 7.53% of the total revenue from operations, and Domestic Sales of INR 4,668.63 Lakhs, representing 92.47% of the total revenue from operations. In the previous financial year, Export Sales amounted to INR 318.18 Lakhs and Domestic Sales amounted to INR 4,161.14 Lakhs, representing 7.10% and 92.90%, respectively, of the total revenue from operations. The Board of Director are making continuous efforts for achieving even better position of company.

The Board of Directors remains committed to expanding the companys business lines and maximizing shareholder returns. To support the companys long term growth initiatives, which necessitate substantial resources, the Board has decided not to recommend a dividend for the financial year under review. This decision aligns with our strategic focus on reinvesting earnings to drive sustainable growth and enhance the overall value for our shareholders.

During the year under review, the Company was not required to transfer any funds to the Investor education and protection Fund.

3. MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

4. STATE OF AFFAIRS

There has been no change in the business or object and continues to be in the same line of business as per the main object of the Company during the financial year March 31, 2026.

5. INITIAL PUBLIC OFFER AND LISTING

The Company successfully completed its Initial Public Offer (IPO) of 60,24,000 equity shares of face value of Rs.10/- each which comprises of Offer for Sale of 11,70,000 Equity shares of Rs. 10 each and Fresh Issue of 48,54,000 Equity shares of Rs 10/- per equity share to Rs. 3,373.44 Lakhs (the offer) on December 08, 2025. The offer price was Rs 56 per equity shares,

including the share premium of Rs 46 per equity share. The offer was open to the public from December 01, 2025 and closed on December 03, 2025 and received overwhelming response, was over-subscribed by 2.34 times. The Anchor Investors Bid/Offer period was one Working Day prior to the Bid/Offer Opening Date

i.e. on November 28, 2025. The allotment for SPEB Adhesives Limited IPO was finalized on December 04, 2025. The equity shares of the Company were listed on National Stock Exchange of India Limited Emerge (NSE Emerge) effective from December 08, 2025. MUFG Intime India Private Limited is the Registrar and Share Transfer Agent of the Company.

6. CHANGES IN THE CAPITAL STRUCTURE Authorized Share Capital:

During the financial year under review, the authorized share capital of the Company is Rs 25,00,00,000.

Issued, Subscribed, Paid-up Share Capital:

During the year under review, no shares were allotted as fully paid-up pursuant to any contract(s) without payment being received in cash. Accordingly, no such shares form part of the issued share capital of the Company. Further, the Company undertook a sub-division/split of its Equity Shares on November 4, 2024, whereby the face value of each Equity Share of ?100/- was sub-divided into Equity Shares of ?10/- each. Subsequently, the Company issued 1,74,42,450 Bonus Equity Shares of ?10/- each, fully paid-up, at par, in the ratio of 415:4 to the existing shareholders whose names appeared in the Register of Members as on January 28, 2025, by capitalising the General Reserve of the Company. The Company also bought back 1,623 Equity Shares of ?100/- each, fully paid-up, at a price of ?24,646/- per Equity Share on February 1, 2024.

Accordingly, as of March 31, 2026, the paid-up equity shares capital of the Company stood at INR 22,46,45,700 comprising 2,24,64,570 equity shares of INR 10 each, fully paid-up.

7. WEB LINK OF ANNUAL RETURN, IF ANY:

Web link for Annual Return of Company is: https://

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

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 are provided in the relevant Annexure forming part of this Boards Report.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 in relation to the audited financial statements of the Company for the year ended March 31, 2026, the Board of Directors hereby confirms that -

a) In the preparation of the annual accounts for the year ended March 31, 2026 the applicable Indian accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date.

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

d) The Directors have prepared the annual accounts on a going concern basis.

e) The directors, in the case of a listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

(KMP)

The Board of Directors (the Board), an apex body formed, provides and evaluates the strategic directions of the Company; formulates and reviews management policies and ensure their effectiveness.

The Board represents an optimum mix of professionalism, knowledge and experience. The Company has benefited from the professional expertise of the Directors.

The details of each member of the Board along with the number of Directorship(s), and their shareholding in the Company are provided herein below: -

Name	Date of Joining	DIN	Shareholding
Kirtikumar Kanayalal Vithlani	07-11-1990	00816243	4794960
Harish Kanayalal Vithlani	01-11-1990	00804161	4794960
Bhaumik Harish Vithlani	01-01-2003	00838596	3404375
Gaurav Kirti Vithlani	01-10-2000	00838641	3404375
Kajal Arunkumar Pandya	13-05-2025	02540598	0
Sartaj Singh	13-05-2025	07913285	0
Chirag Suresh Shah	01-02-2025	06699216	0
Dhaval Janak Mehta	01-02-2025	10902102	0

a) Appointment and Re-appointment During the year under review:

During the year under review, the Board of Directors appointed Mr. Sartaj Singh and Ms. Kajal Arunkumar

Pandya as Independent Directors of the Company, with effect from May 13, 2025. Their appointments were subsequently approved by the members of the Company at the Extra-ordinary General Meeting held on May 14, 2025.

b) Key Managerial Personnel (KMP) During the financial year ended March 31, 2026

The following persons were acting as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

Sr. No. Name of the Director	Category
1. Mr. Gaurav Kirti Vithlani	Managing Director
2. Mr. Kirtikumar Vithlani	Whole Time Director
3. Mr. AnilKumar Dahyalal Pandya	Chief Financial Officer
4. Ms. Monika Dhawal	Company Secretary & Compliance officer

c) Retirement by rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Kirtikumar Kanayalal Vithlani retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Directors of the Company recommend their approval.

d) Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

11. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

Declaration from Independent Directors All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down

under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independentjudgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

A separate meeting of Independent Directors was held on March 31, 2026 to review the performance of Non-Independent Directors and Board as whole and

performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company i.e. uploads/2025/06/Terms-and-Conditions-of- Appointment-of-Independent-Directors.pdf

12. BOARDS COMMENT ON THE AUDITORS REPORT

The Auditors report is self-explanatory and do not call for any further comment. There were no observations/ qualifications made by the Auditors in the Audit Report.

13. MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss business plan and strategies. Notice of Board meeting is given well in advance to all the Directors.

During the financial year ended March 31, 2026 the following were the dates on which Board of Directors meetings were held:

Sr. No. Date of Board Meetings	Total Strength of the Board	No. of Directors Present
1 11-05-2025	6	6
2 13-05-2025	6	6
3 19-05-2025	8	8
4 24-06-2025	8	8
5 17-07-2025	8	8
6 02-09-2025	8	8
7 18-11-2025	8	8
8 19-11-2025	8	8
9 24-11-2025	8	8
10 20-01-2026	8	8

The maximum interval between any two meetings was well within the maximum allowed gap of 120 Days. During the financial year Annual General Meeting was held on September 30,2025.

14. AUDIT COMMITTEE

The Audit Committee of the Company has complied with the requirement of Section 177 of the Act and Regulation 18 of SEBI LODR Regulations as amended.

The Audit Committee comprises of:

Sr. No. Name of the Director	Category	Designation in Committee	Number of meetings during the financial year 2025-26
			Eligible to Attend	Attended
1 Dhaval Mehta	Non- Executive Independent Director	Chairman	3	3
2 Chirag Shah	Non- Executive Independent Director	Member	3	3
3. Gaurav Vithlani	Managing Director	Member	3	3

During the financial year ended March 31, 2026 the following were the dates on which Audit Committee meetings were held:

Sr. No. Date of Committee	Total Strength of the Board	No. of Directors Present
1. 19-05-2025	3	3
2. 02-09-2025	3	3
3. 19-11-2025	3	3
4. 20-01-2026	3	3

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

During the year under review, the Board of Directors of the Company accepted all the recommendations made by the Audit Committee to the Board.

Terms of Reference:

The broad terms of reference include the following as is mandated in Part C of Schedule II of SEBI Listing Regulations as amended and Section 177 of the Act.

A. The Audit Committee shall have powers, which should include the following:

1. To investigate any activity within its terms of reference;

2. To seek information that it properly requires from any employee of the Company or any associate or subsidiary, joint venture Company in orderto perform its duties and all employees are directed by the Board to co-operate with any request made by the Committee from such employees;

3. To obtain outside legal or other professional advice;

4. To secure attendance of outsiders with relevant expertise, if it considers necessary and to seek their advice, whenever required;

5. To approve the disclosure of the Key Performance Indicators to be disclosed in the documents in relation to the initial public offering of the equity shares of the Company; and

6. Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

B. The Role of the Audit Committee shall include the following:

1. Oversight of the Companys financial reporting process, examination of the financial statement and the auditors report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible;

2. Recommendation for appointment, reappointment and replacement, remuneration and terms of appointment of auditors of the Company and the fixation of audit fee;

3. Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the Company;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

5. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of section 134 of the Companies Act;

(i) Changes, if any, in accounting policies and practices and reasons for the same;

(ii) Major accounting entries involving estimates based on the exercise of judgment by the management of the Company;

(iii) Significant adjustments made in the financial statements arising out of audit findings;

(iv) Compliance with listing and other legal requirements relating to financial statements;

(v) Disclosure of any related party transactions; and

(vi) modified opinion(s) in the draft audit report.

6. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

7. Monitoring the end use of funds raised through public offers and 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 utilised 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. This also includes monitoring the use/ application of the funds raised through the proposed initial public offer by the Company;

8. Reviewingandmonitoringtheauditorsindependence and performance, and effectiveness of audit process;

9. Formulating a policy on related party transactions, which shall include materiality of related party transactions and the definition of material modifications of related party transactions;

10. Approval of any subsequent modifications of transactions of the Company with related parties and omnibus approval (in the manner specified under the SEBI Listing Regulations and Companies Act) for related party transactions proposed to be entered into by the Company. Provided that only those members of the committee, who are independent directors, shall approve related party transactions;

Explanation: The term related party transactions shall have the same meaning as provided in Regulation 2(l)(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/ or the Companies Act

11. Approval of related party transactions to which the subsidiary(ies) of the Company is party but the Company is not a party, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover as per the last audited financial statements of the

Company, subject to such other conditions prescribed undertheSEBI Listing Regulations;

12. Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

13. Scrutiny of inter-corporate loans and investments;

14. Valuation of undertakings or assets of the Company, wherever it is necessary;

15. Evaluation of internal financial controls and risk management systems;

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

17. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official headingthe department, reportingstructure coverage and frequency of internal audit;

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

19. 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;

20. 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;

21. Looking 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;

22. Reviewing the functioning of the whistle blower mechanism;

23. Approval of the appointment of the Chief Financial Officer of the Company (CFO) (i.e., the wholetime finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc., of the candidate;

24. To formulate, review and make recommendations to the Board to amend the Audit Committees terms of reference from time to time;

25. Overseeing a vigil mechanism established by the Company, providing for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee for directors and employees to report their genuine concerns or grievances;

26. Reviewing the utilisation of loans and/or advances from/investment by the Company in the subsidiary exceeding rupees 100 Crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments;

27. Considering and commenting on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;

28. Carrying out any otherfunction as is mentioned in the terms of reference of the Audit Committee; and

29. Carrying out any other functions and roles as provided underthe Companies Act, the SEBI Listing Regulations, each as amended and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties.

C. The Audit Committee shall mandatorily review the

following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters/letters of internal control weaknesses issued by the statutory auditors of the Company;

3. Internal audit reports relating to internal control weaknesses;

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee;

5. Statement of deviations:

(i) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and

(ii) Annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7) of the SEBI Listing Regulations

D. To carry out such other functions as may be specifically referred to the Committee by the Board of Directors and/or other Committees of Directors of the Company; and

E. To make available its terms of reference and review periodically those terms of reference and its own effectiveness and recommend any necessary changes to the Board.

15. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company has complied with the provisions of Section 178(1) of the Companies Act, 2013 India and Regulation 19 of the SEBI LODR Regulations 2015, as amended from time to time.

Sr. No. Name of the Director	Category	Designation in Committee	Number of meetings during the financial year 2025-26
			Eligible to Attend	Attended
Chirag Shah 1.	Non- Executive Independent Directors	Chairperson	1	1
2 Sartaj Singh	Non- Executive Independent Director	Member	1	1
3 Dhaval Mehta	Non- Executive Independent Director	Member	1	1

During the financial year ended March 31, 2026 the following were the dates on which Nomination and Remuneration Committee meetings were held:

Sr. No. Date of Committee	Total Strength of the Board	No. of Directors Present
1. 20-01-2026	3	3

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Terms of Reference:

The broad terms of reference include the following as is

mandated in Part D of Schedule II of SEBI Listing Regulations

as amended and Section 178 of the Act.

1. To formulate criteria for determining the qualifications, positive attributes and independence of a Director and recommend the same to the Board of Directors.

2. To formulate and recommend to the Board of Directors a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.

3. To formulate criteria for evaluation of the performance of the Board of Directors and Independent Directors and review the performance evaluation process.

4. To devise a policy on diversity of the Board of Directors. The composition of the committee is as under:

5. To identify persons who are qualified to become Directors and persons who may be appointed in Senior Management in accordance with the criteria laid down by the Committee and recommend to the Board their appointment and removal.

6. To consider and recommend to the Board whether to extend or continue the term of appointment of an Independent Director, on the basis of the report of performance evaluation of such Independent Director.

7. To recommend to the Board all remuneration, in whatever form, payable to Senior Management.

The Remuneration Policy is available on Companys website and can be accessed in the link provided hereinbelow:

uploads/2025/06/Nomination-and-Remuneration- Policy.pdf

16. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company has complied with the requirement of Section 178(5) of the Act and Regulation 20 of SEBI LODR Regulations as amended from time to time.

Sr. No. Name of the Director	Category	Designation in Committee	Number of meetings during the financial year 2025-26
			Eligible to Attend	Attended
1 Kajal Pandya	Non- Executive Independent Director	Chairperson	1	1
2. Gaurav Vithlani	Managing Director	Member	1	1
3. Harish Vithlani	Executive Director	Member	1	1

During the financial year ended March 31, 2026 the following were the dates on which Stakeholders Relationship Committee meetings were held:

Sr. No. Date of Committee	Total Strength of the Board	No. of Directors Present
1. 20-01-2026	3	3

The Company Secretary of the company acts as secretary for the Committees & was present in meetings of Stakeholders Grievance & Relationship Committee held during the year.

Terms of Reference:

The broad terms of reference include the following as is

mandated in Part D of Schedule II of SEBI Listing Regulations

as amended and Section 178 of the Act.

1. Resolving grievances of the security holders relating to transfer/ transmission/demat/remat of securities, Notice of general meetings, non- receipt of Annual Report, security certificates, dividend, interest, refund orders and any other corporate benefits etc.

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

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

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

There are no pending complaints as on March 31, 2026.

17. CORPORATE GOVERNANCE

Integrity and transparency are core to our corporate governance practices, ensuring continued trust of our stakeholders. Corporate governance at our Company aims at maximizing shareholder value in a legal, ethical, and sustainable manner. Board discharges its fiduciary duties in the broadest sense, and our disclosures aim to reflect global best practices in corporate governance.

As our Company is listed on the EMERGE Platform of the National Stock Exchange of India Limited (NSE), and pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Para C, D, and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Boards Report. However, the Company remains committed to upholding high standards of corporate governance.

18. ANNUAL EVALUATION OF THE PERFORMANCE OF

DIRECTORS, COMMITTEE AND BOARD

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship, Committee of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board the exercise was carried out by feedback survey from each directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals Impacting the going concern status and Companys operations in future.

20. DETAILS IN RESPECT OF FRAUDS REPORTING U/S 143(12) BY AUDITOR

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

21. RELATED PARTY TRANSACTION- SECTION 188

During the year under review, all contracts or arrangements or transactions entered by the Company with the Related Parties were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements were entered into in the ordinary course of business and at arms length basis and approved by the Audit Committee. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 of the Act in Form AOC-2 is not applicable. There were no related party transactions which could have potential conflict with the interests of the Company at large.

Details of related party transactions entered into by the

Company, in terms of Ind AS-24 have been disclosed in the notes to the audited financial statements of the Company.

The Company has in place a Related Party Transactions Policy, which is available on the Companys website at: uploads/2025/06/Policy-on-Dealing-with-Related- Party Transactions.pdf

22. ALTERATION IN THE OBJECT CLAUSE IN MOA

During the Financial Year the Company has not altered the object clause of the Memorandum of the Association of the Company.

23. ALTERATION IN THE NAME CLAUSE IN MOA

During the financial year under review the Company has changed its name from SPEB Adhesives Private Limited to SPEB Adhesives Limited and all the compliances related to it had been done by the company.

24. CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company during the year has not changed its registered office.

25. COST RECORDS MAINTENANCE

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

26. APPLICABILITY OF SECRETARIAL STANDARDS ISSUED BY ICSI

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013 in true letter and spirit.

27. STAUTORY AUDITOR OF THE COMPANY

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. CVK & Associates , Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five year and they continue to be the Statutory Auditors of the Company.

28. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. D Maurya and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2025-26 and 2026-27.

Secretarial Audit Report issued by M/s D Maurya and Associates, Practising Company Secretaries in Form MR-3 for the financial year 2025-26 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

29. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Rule 4 of the Companies (Cost Records and Audit) Rules 2014, the requirement to obtain the Cost Audit Report for the Financial Year 2025-26 is not applicable to your company.

30. INTERNAL AUDITORS

The provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/s Joshi Gadgil & Co, was appointed as a Internal Auditor ofthe Company for the Financial Year2026-27.

31. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The Company has not made any loans, guarantees and investments covered under section 186 ofthe Act.

32. BORROWINGS

During the period, the Company has taken loan, the details ofthe same is part ofthe financial statements.

33. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The integrated framework adopted by the Company, based on the applicable guidance on internal financial controls, is adequate and effective. The systems and procedures adopted by the Company ensure the orderly and efficient conduct of its business, adherence to the Companys policies, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has adequate internal financial controls with reference to financial statements. In the opinion of the Board of Directors, such internal financial controls are adequate and operating effectively.

Further, the Company has an appropriate system of internal controls to ensure that all assets are safeguarded and protected against loss arising from unauthorized use or disposition, and that all transactions are duly authorized, accurately recorded, and correctly reported.

During the financial year 2025-26, these internal financial controls were tested and no reportable material weakness in their design or operation was observed.

34. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/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 the areas such as business, project execution, event, financial, human, environment, and statutory compliance.

The Company has Risk Management Policy and it is available on the Companys website i.e. https://

35. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility (CSR) are applicable to the Company.

During the financial year under review, the amount required to be spent by the Company towards CSR activities did not exceed ?50 lakh. Accordingly, pursuantto Section 135(9) of the Companies Act, 2013, the Company was not required to constitute a CSR

Committee and the functions of the CSR Committee were discharged by the Board of Directors of the Company.

The Board of Directors has approved the CSR Policy of the Company and oversees the implementation of the CSR activities in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

The Company has undertaken CSR activities in accordance with its CSR Policy. The details of the CSR expenditure incurred by the Company during the financial year ended March 31, 2026 are provided in the relevant Annexure forming part of this Boards Report.

The CSR Policy of the Company is available on the Companys website i.e.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, inclusive and respectful workplace free from discrimination, harassment and victimisation. The Company has adopted an appropriate policy and framework for prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

The Company has constituted an Internal Complaints Committee in accordance with the applicable provisions of the POSH Act to consider and redress complaints relating to sexual harassment at the workplace. The Policy is applicable to all employees and other persons covered under the applicable provisions of the POSH Act.

Du ringthe financial year2025-26,nocomplaint of sexual harassment was received by the Company. Accordingly, the details of complaints of sexual harassment during the year under review are as follows:

Particulars	Number
Number of complaints of sexual harassment received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of cases pending for more than ninety days	Nil

The Companys Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace is available on the Companys website i.e. . speb7.com/wp-content/uploads/2025/06/Policy-on- Sexual-Harassment.pdf

37. COMPLIANCE REGARDING MATERNITY BENEFIT ACT, 1961

The Company considers its employees as its valuable assets. During the period under review, the Company

is pleased to confirm that it has complied with the applicable provisions relating to the Maternity Benefit Act, 1961.

38. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence,

the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

39. LOANS FROM DIRECTORS

During the Financial Year under review, the Company has not borrowed any amount(s) from Directors or their relatives.

40. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed VIGIL MECHANISM POLICY for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy of the Company is available on the Companys website at:

uploads/2025/06/Vigil-Mechanism-Whistle-Blower- Policy.pdf

41. INSIDER TRADING REGULATIONS

During the year under review, requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 was not applicable to the Company.

However, post-listing of the equity shares of the Company at NSE SME EMERGE Platform, based on the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for the prohibition of insider trading, as approved by the Board is implemented by the Company. The Company, also, adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Ms. Monika Dhawan, Company Secretary, as the Compliance Officer under the code.

42. TRANSFER TO RESERVE

The Company has not transferred any amount to the

Reserves during the financial year under review.

43. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, the Company did not have any subsidiary, associate and joint venture company

44. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

None of the Directors of the Company have drawn any remuneration or commission from any holding, subsidiary or associate company during the financial year. Further, the Company does not have any holding company, subsidiary company or associate company.

45. STATEMENT OF DEVIATION(S) OR VARIATION(S)

During the year under review, the Company has utilized the proceeds raised from IPO in accordance with the objects stated in the prospectus and there has been no deviation or variation in the objects of purposes for which the funds have been raised.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

47. PARTICULARS OF EMPLOYEES

The disclosures 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, form part of this Boards Report.

48. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

49. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

50. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares

under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

51. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

52. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

53. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

54. ANNEXURES

a) Details relating to Remuneration of Directors and Key Managerial Personnel (KMP) as required under Section 197(12) of the Companies Act, 2013 is attached as Annexure A

For and on behalf of
SPEB Adhesives Limited
(Formerly known as SPEB Adhesives Private Limited)

Kirtikumar Kanayalal Vithlani	Gaurav Kirti Vithlani
Chairman & WTD	Managing Director
DIN:00816243	DIN: 00838641

Date: August 24, 2026	Date: August 24, 2026
Place: Mumbai	Place: Mumbai