Super Bakers India Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your Directors present the 32^nd ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2025-26 ended 31^st March, 2026.

1. FINANCIAL RESULTS :

		(Rs. in Lakh)
Particulars	2025-26	2024-25
Profit before Interest and Depreciation	63.62	59.36
Less : Interest	0.02	0.02
Profit before Depreciation	63.60	59.34
Less: Depreciation	6.89	8.55
Profit before exceptional items & tax	56.71	50.79
Less: exceptional items	0.07	-
Profit before Tax	56.64	50.79
Less: Current Tax	9.69	8.63
(Add)/ Less: Tax in respect of earlier years	-	0.12
(Add)/ Less: Adjustment for Deferred Tax Asset/ (Liabilities)	(0.35)	(0.53)
Profit after Tax	47.30	42.57

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2026 and date of this report.

2. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommended any dividend for the year under review ended on 31^st March, 2026.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production/ sale of Wheat Flour during the year under review and during the previous year.

The Company has suspended its operations of Wheat Grinding w.e.f. 1^st February, 2015.

Your Company has achieved during the year, Profit before Interest and Depreciation of Rs. 63.62 lakh as compared to Rs. 59.36 lakh during 2024-25. After charging for finance cost and Depreciation, the Company has Profit before tax of Rs. 56.71 lakh as compared to Profit of Rs. 50.79 lakh during 2024-25. After providing for current taxes and making adjustments for deferred tax, exceptional items the Profit after tax stood at Rs. 47.30 lakh compared to Profit of Rs. 42.57 lakh during 2024-25. After bringing forward balance of Profit and Loss account of Rs. 47.30 lakh, the balance of Rs. 256.53 lakh has been carried forward to Balance Sheet.

4. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2026-27 and no case of suspension.

6. SHARE CAPITAL:

There are no changes in the capital structure of the Company during the period under review.

The issued, subscribed and paid-up Share Capital of the Company as on 31^st March, 2026 was Rs. 302.16 Lakh. As on 31^st March, 2026, the Company has neither issued shares with differential voting rights nor granted stock options nor issued sweat equity shares. None of the Directors of the Company hold any convertible instruments.

7. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

8. DIRECTORS:

8.1 Mr. Sunil S. Ahuja (DIN: 00064612) retires by rotation in terms of the Articles of Association of the Company. However, being eligible, offers himself for reappointment.

8.2 The Shareholders of the Company was approved the appointment of Mr. Mann A. Ahuja (DIN: 09653989) as Non-Executive Non-Independent Director at 31^st Annual General Meeting.

8.3 Ms. Ankita Amariya was resigned as Company Secretary and Compliance Officer of the Company w.e.f. 1^st January, 2026.

8.4 Mr. Bandish Rana was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1^st January, 2026.

8.5 The Board of Directors at their meeting held on 25^th July, 2026 appointed Mr. Parth B. Thakkar (DIN: 10709057) as an Additional Director (Non-executive Independent Director) w.e.f. 1^st September, 2026. Furthermore, the appointment of Mr. Parth B. Thakkar as a Non-executive Independent Director for a period of 5 years is being proposed at the ensuing 32^nd Annual General Meeting.

8.6 The Board of Directors at their meeting held on 25^th July, 2026 appointed Ms. Rajkumari R. Udhwani (DIN: 02636225) as an Additional Director (Non-executive Independent Director) w.e.f. 1^st September, 2026. Furthermore, the appointment of Ms. Rajkumari R. Udhwani as a Nonexecutive Independent Director for a period of 5 years is being proposed at the ensuing 32^nd Annual General Meeting.

8.7 Mr. Hargovind H. Parmar (DIN: 07567629) will retire from the position of Independent Director of the Company upon the conclusion of the ensuing 32^th Annual General Meeting.

8.8 Ms. Unnati S. Bane (DIN: 07321420) will retire from the position of Independent Director of the Company upon the conclusion of the ensuing 32^th Annual General Meeting.

8.9 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his/her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

8.10 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (IICA).

8.11 Brief profile of the Director who is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

8.12 The Board of Directors duly met 7 times during the financial year under review.

8.13 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and Individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

8.14 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that the Directors had 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 at 31^st March, 2026 being end of the financial year 2025-26 and of the Profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) the SEBI (LODR) Regulation, 2015.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing Regulations and are independent of the management. The Independent Director shall enroll his/her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

10. KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 2(51), and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of the Company as on 31st March, 2026 are Thakur D. Jaswani Chief Finance Officer and Mr. Bandish Rana Company Secretary and Compliance Officer (w.e.f 1^st January,2026).

11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

12. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. No. Name of the Director & Designation	Remuneration for the year 2025-26	% increase over last year	Parameters	Median of Employees Remuneration	Commission received from Holding/ Subsidiary
1. Anil S. Ahuja - (CMD)	Rs. 12,00,000/-	NIL	-	Rs. 2,00,662/-	-

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Companys website- www.superbread.com

13. KEY MANAGERIAL PERSONNEL:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Mr. Anil S. Ahuja	Managing Director	-
2.	Mr. Thakur Dayaldas Jaswani	Chief Finance Officer	-
3.	Ms. Ankita Ameriya#	Company Secretary	-
4.	Mr. Bandish Rana*	Company Secretary	-

# Ms. Ankita Amariya was resigned as Company Secretary of the Company w.e.f. 1^st January, 2026

* Mr. Bandish Rana was appointed as Company Secretary of the Company w.e.f. 1^st January, 2026.

14. MEETING OF BOARD:

The Board of Directors of your Company met 7 (Seven) Times during the year to carry the various matters. The Meetings were convened on 23^rd May, 2025, 13^th June, 2025, 23^rd September, 2025, 12^th August 2025, 13^th November 2025, 1^st January, 2026 and 14^th February, 2026.

The maximum interval between any two consecutive Board Meetings and Audit Committee meetings did not exceed 120 days.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETING IS AS UNDER:

Sr. No.	Name of Directors	Designation	No. of Board Meetings attended
1.	Mr. Anil S. Ahuja	Managing Director	7/7
2.	Mr. Sunil S. Ahuja	Director	7/7
3.	Mr. Mann S. Ahuja$	Director	4/7
4.	Ms. Anal R. Desai	Independent Director	7/7
5.	Mr. Hargovind H. Parmar	Independent Director	7/7
6.	Ms. Unnati S. Bane	Independent Director	7/7

$ Mr. Mann S. Ahuja was appointed as Non-Executive Non-Independent Director of the Company w.e.f. 23^rd July, 2025.

18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015.

The Audit Committee acts as a link among the Management, the Statutory Auditors, and the Board of Directors to oversee the financial reporting process of the Company. The Committees purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process, including review of the internal audit reports and action taken report.

Composition of Audit Committee and the attendance record of members for 2025-26 are below:

Name of Director	Expertise	Terms of reference & Functions of the Committee	No. of Meetings during F.Y. 2025-26
			Held	Attended
Ms. Unnati S. Bane Chairperson	Chairperson of the committee is an	The functions of the Audit Committee are as per Company Law and Listing Agreement with Stock Exchange which include approving and implementing the audit procedures, review of financial reporting system, internal control procedures and risk management policies.	5	5
Mr. Hargovind H. Parmar Member	Independent Director and at least two-third members are independent. All the members are financially literate and at least one member has thorough financial and accounting knowledge.		5	5
Mr. Anil S. Ahuja Member			5	5

Further, the Board of Directors in their meeting held on 25^th July, 2026 have reconstituted the Audit Committee of the Company as follows w.e.f. 1^st September, 2026

1. Mr. Parth B. Thakkar	Chairman
2. Ms. Rajkumari R. Udhwani	Member
3. Mr. Anil S. Ahuja	Member

B. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

Composition of Nomination & Remuneration Committee and the attendance record of members for 2025-26 are below:

Name of Director	Functions of the Committee	No. of Meetings during F.Y. 2025-26
		Held	Attended
Ms. Unnati S. Bane Chairperson	All members are Non executive and at least two-third members are independent. Chairperson of the committee is an Independent Director.	1	1
Mr. Hargovind H. Parmar	The Committee is vested with the responsibilities to function as per SEBI Guidelines and recommends to the Board Compensation Package for the Managing Director. It also reviews from time to time the overall Compensation structure and related policies with a view to attract, motivate and retain employees.	1	1
Member
Mr. Sunil S. Ahuja Member		1	1

Further, the Board of Directors in their meeting held on 25^th July, 2026 have reconstituted the Audit Committee of the Company as follows w.e.f. 1^st September, 2026

1. Ms. Rajkumari R. Udhwani	Chairman
2. Mr. Parth B. Thakkar	Member
3. Mr. Sunil S. Ahuja	Member

C. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI(LODR) Regulations, 2015.

Composition of Stakeholders Relationship Committee and the attendance record of members for 2025-26 are below:

Name of Directors	Category	No. of Meetings during F.Y. 2025-26
		Held	Attended
Mr. Hargovind H. Parmar Chairmen	Independent Director	4	4
Ms. Unnati S. Bane Member	Independent Director	4	4
Mr. Anil S. Ahuja Member	Managing Director	4	4

Further, the Board of Directors in their meeting held on 25^th July, 2026 have reconstituted the Audit Committee of the Company as follows w.e.f. 1^st September,2026

1. Mr. Parth B. Thakkar	Chairman
2. Ms. Rajkumari R. Udhwani	Member
3. Mr. Anil S. Ahuja	Member

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws. The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on remuneration of Directors, Key Managerial Personnel and other Employees.

17. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

In a separate Meeting of Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of all the Directors.

18. TERMS OF REFERENCE AND NOMINATION & REMUNERATION POLICY:

The Committee identifies and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/ her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of Directors the remuneration paid to the Directors. The Committee meets as and when required to consider remuneration of Directors.

19. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The Board evaluates the performance of independent directors (excluding the director being evaluated) on the basis of the contributions and suggestions made to the Board with respect to financial strategy, business operations etc.

20. PERSONNEL AND H. R. D.:

20.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

As the operations of the Company have been suspended, there is no material information to be provided. The relationship between average increase in remuneration and Companys performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

20.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

21. RELATED PARTY TRANSACTIONS AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.superbread.com

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

In view of suspension of Manufacturing activities throughout the year, there is no information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption. The Company has not earned or spent any amount in Foreign Currency.

23. CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance relating to Corporate Governance, is not applicable for the Listed Company having paid up equity share capital not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your Companys paid up equity share capital is not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores, Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 are not applicable and hence do not form a part of this Annual Report. But the company is filling Non-Applicability Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms a part of this annual report is attached with this Report as Annexure - A.

25. SECRETARIAL AUDITORS:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R Mehta & Partners, Practicing Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - B.

There are no remarks/qualification in the Secretarial Audit Report, hence no explanation has been offered.

Earlier, M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100) who were appointed as Secretarial Auditors of the Company for a period of 5 years i.e. for the Financial Years 2025-26 to 2029-30 by passing necessary resolution at the 31^st Annual General Meeting held on 25^th September, 2025 resigned from the office w.e.f. FY 2025-26.

Furthermore, consequent to the resignation received from M/s. Nishant Pandya & Associates, Practising Company Secretaries to act as Secretarial Auditors, the Board of Directors of your Company had appointed M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries (Firm Registration No. P2025GJ106000), in casual vacancy, as Secretarial Auditors of the Company for the Financial Year 2025-26 ended on 31^st March, 2026.

Furthermore, based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has recommended the appointment of M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries as Secretarial Auditors of the Company for a period of 5 years i.e. for the Financial Years 2026-27 to 2030- 31 on remuneration to be decided by the Board or Committee thereof.

The Company has obtained consent from M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2026-27 to 2030- 31, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

The Shareholders are requested to consider and approve the appointment of the Secretarial Auditors of the Company.

26. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March, 2026 is available on the website of the Company and can be accessed at www.superbread.com.

27. GENERAL:

27.1 AUDITORS:

STATUTORY AUDITORS:

At the 29^th Annual General Meeting held on 25^th September, 2023, M/s. N K Aswani & Co., Chartered Accountants, Ahmedabad were re-appointed as Statutory Auditors of the Company to hold office for a period of 5 years i.e., for the financial years 2023-24 to 2027-28.

The remarks of Auditors are self-explanatory and have been explained in Notes on Accounts.

27.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

27.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

27.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

27.5 SUBSIDIARIES/ ASSOCIATES/ JVs:

The Company does not have any Subsidiaries/ Associate Companies/JVs.

27.6 WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

The Company has a Whistle-blower Policy in place and aligns with the requirements of vigil mechanism under the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy provides for adequate safeguards against victimization of persons who complain under the mechanism and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the functioning of the Vigil Mechanism framework.

The Whistle Blower Policy is available on the Companys website at www.superbread.com.

27.7 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

27.8 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

27.9 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

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

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

a. Number of complaints received during the year	Nil
b. Number of complaints disposed off during the year	Nil
c. Number of cases pending for more than 90 days	Nil

27.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

27.12 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

27.13 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

27.14 There was no instance of onetime settlement with any Bank or Financial Institution.

27.15. With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

27.16 No agreements have been entered/executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect/impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

27.17 STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961.

28. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

29. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN allotted is INE897A01011.

30. FINANCE:

30.1 The Companys Income-tax Assessment has been completed up to the Assessment Year 2017-18.

30.2 The Company has not availed any Working Capital Facilities.

31. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

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

32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

33. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

34. OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

35. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co-operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

	For and on behalf of the Board,
Place : Ahmedabad	Anil S. Ahuja
Date : 25th July, 2026	Chairman & Managing Director
	(DIN: 00064596)