VK Global Industries Ltd Directors Report

To,

The Members,

VK Global Industries Limited,

(Formerly known as SPS International Limited),

The Directors are pleased to present before you the 33rd Annual Report on the Business and Operations of your company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHT

The Companys financial performance for the year ended March 31, 2026 is summarized below:

(In Rs.)

Particulars	Current Year FY 2025-26	Previous Year FY 2024-25
Revenue from Operations	99,21,087	5,91,416
Other Income	5,61,505	7,07,959
Depreciation & Amortization Expenses	10,57,451	3,71,396
Profit / (Loss) before Taxation	13,36,360	(41,24,219)
Less- Deferred Tax Expenses	3,44,875	1,97,931
Profit / (Loss) for the year	9,91,212	(43,22,150)

During the financial year under review, your Company continued to consolidate its presence in the Hydroponic Farming Business, which commenced commercial operations on 1st March, 2025. Financial Year 2025-26, being the first full year of operations, marked a landmark period for the Company, with the Revenue from Operations rising sharply to Rs. 99,21,087/- as against Rs. 5,91,416/- in the previous year (post commencement of commercial operations), reflecting robust growth momentum in this new business vertical. Other Income for the year stood at Rs. 5,61,505/-, as compared to Rs. 7,07,959/- in the previous year. Depreciation & Amortization Expenses increased to Rs. 10,57,451/- from Rs. 3,71,396/- in the previous year, on account of the full-year impact of assets deployed for hydroponic farming operations. Notwithstanding this increase, the Company achieved a Profit after Taxation of Rs. 9,91,212/- during the year, as against a Loss after Taxation of Rs. 43,22,150/- in the previous year, reflecting a significant turnaround in the Companys financial performance. Consequently, the Profit after Tax for the year stood at Rs. 9,91,212/-, which has been carried forward to the Balance Sheet.

The Companys operations were successfully stabilized in its very first full year, supported by a focused digital e-commerce marketing strategy that strengthened market outreach and customer engagement. The company also obtained the license for its farms products during the year under review from Food Safety And Standards Authority of India (FSSAI), the regulatory body of food safety across India. The diverse mixed of farm produce was supplied to customers under stringent quality control standards, in line with prevailing market demand and consumer acceptability. Encouraged by this strong performance and the scalable foundation established during the year, your Board of Directors remains confident of achieving sustainable and higher growth in the years ahead.

FUTURE OUTLOOK

The industrial facility of Agriculture Farming is operational at Industrial Model Town (IMT) Faridabad, Haryana. The installed capacity comprises a Naturally Ventilated Poly House of 1728 Sqm and a fully automated fan and pad-based poly house for a Nutrient Film Technique (NFT) of 1680 Sqm., housed in a single structure. This facility is designed to produce high quality planting material in the automated nursery for vegetables, for commercial cultivation of exotic vegetables and sale of seedlings in the market. The NFT system produces several varieties of leafy vegetables such as lettuces, Basil, Kale, baby spinach, Pokchoi and exotic herbs such as Thyme, Rosemary, Oregano etc. The facility is fully automated and the fertigation systems and climate management equipment are controlled by an IoT-based control panel integrated with sensors installed in the poly house. The Board of Director expressed its satisfaction on achieving 70% of its production capacity utilization on very first full year of commercial operation during the financial year 2025-26.

Hydroponic farming continues to gain significant traction in India as a sustainable and technology-driven agricultural practice. The increasing focus on water conservation, efficient land utilization, and year-round cultivation of high-quality produce has accelerated the adoption of hydroponic farming across the country. Rising consumer demand for fresh, pesticide- free vegetables, coupled with growing investments in controlled-environment agriculture, presents considerable opportunities for the sector. The Company believes that these favorable industry trends are expected to support the long- term growth and development of the hydroponic farming ecosystem in India.

EXPANSION PLAN:

Keeping in view the growing demand of the companys product and favorable hydroponic farming industry outlook in future in India, the Board of Directors are considering an expansion plan with the object to increase of product mix and to achieve significant improvement in scale of operations to meet the rising demand of the market. The Board of Directors is confident to strengthen its market presence with the brand building exercise at moderate business operations in future.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No material changes and commitments have occurred after the close of the year under review till the date of this Report which affects the financial position of the Company.

TRANSFER TO RESERVE

For the year under review, the Company has transferred the entire available surplus of Rs. 13,36,360/- to the brought forward balance in the Statement of Profit and Loss, without making any transfer to the General Reserve.

DIVIDEND

Considering the accumulated losses and future funds requirements to meet the capital investment requirement, the Board of Directors has decided not to recommend any dividend for the financial year under review.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company neither has any Subsidiary, Joint Venture or Associate Company nor has any Company become or ceased to be its Subsidiary, Joint Venture or Associate Company, during the financial year under review.

SHARE CAPITAL

The total paid-up share capital of the company as on 31st March 2026 is Rs. 4,23,79,000/- comprising of 42,37,900 Equity Shares of Rs. 10/- each. There is no change in paid up capital of the company during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) The size and composition of the Board :

The composition of the Board of Directors comprises a combination of Executive, Non-Executive Directors and Independent Directors as on 31st March 2026. There are a total 4 (four) directors on the Board comprising- 1 (One) Executive Chairman-cum Managing Director, 1 (One) Non-Executive Director and 2 (two) Independent Directors including One Woman Director (Non-Executive) which are as follows-

Name of Directors	Designation
Mr. Rahul Jain (DIN: 00442109)	Executive Chairman-cum-Managing Director
Mr. Rohit Jain (DIN: 00442319)	Non-Executive Director
Mr. Amit Jain (DIN: 09586092)	Non-Executive Independent Director
Mrs. Kiran Arora (DIN: 00335638)	Non-Executive Independent Director

(ii) Change in Composition of the Board :

• During the year under review, there was no change in the composition of the Board of Directors of the Company.

• During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, if any, received by them.

• In accordance with the requirements of the Companies Act, 2013 and the Companys Articles of Association, Mr. Rahul Jain, Director (DIN: 00442109) retires by rotation and is being eligible for re-appointment, offer himself for re- appointment. The Board of Directors recommends to members for their approval as being sought for his re-appointment and set out in the notice of the ensuring AGM.

(iii) Key Managerial Personnel are as under:

In terms of Section 203 of the Companies Act 2013, following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2026:

Name	Designation
Mr. Rahul Jain Mr. Ashish Jain	Executive Chairman-cum- Managing Director Chief Financial Officer
Mr. Saurabh Gupta	Company Secretary & Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the ‘Listing Regulations.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 & fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for the period;

3. 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 preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a ‘going concerned basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating efficiently; and

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans or guarantees in terms of provisions of Section 186 of the Companies Act, 2013.

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

During the year under review, BSE Limited approved the application filed earlier by your company seeking waiver of SOP fines aggregating to Rs. 12,75,580/- (inclusive of GST) levied for non-compliance with Regulations 17(1), 18(1), 19(1)/19(2) and 20(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended March 2020; Regulation 27(2) for the quarters ended September 2014 and March 2020; Regulation 31 for the quarter ended March 2020; and Regulation 34 for the financial year ended 31 March 2014. BSE Limited approved the waiver of fines amounting to Rs.12,56,700/- (inclusive of GST) and the Company paid the balance amount of Rs. 18,800/- (inclusive of GST). Accordingly, the matter stands disposed of.

There are no other significant material orders passed by the Regulators or Courts or Tribunals except as stated above which would impact the ‘going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s Saurabh R D & Associates, Chartered Accountants, acted as the Internal Auditors of the Company during the Financial Year under review. The Internal Auditors have carried out the Internal Audit of the Companys operations and submitted their reports periodically to the Audit Committee. Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations, the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The Related Party Transaction Policy is hosted on the website of the company www.vkgil.in.

During the year under review, there were no material transactions, as defined under the provisions of ‘Listing Regulations, between the Company and related parties. All transactions with related parties were carried out in the ordinary course of business at arms length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing elsewhere in the Annual Report. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure - 2 and forms an integral part of this report.

1. PROPOSED RELATED PARTY TRANSACTIONS:

In terms of the provisions of Section 188 of the Companies Act, 2013, read with the applicable provisions of the Companies (Meetings of Board and its Powers) Rules, 2014, certain contracts or arrangements with related parties require the approval of the Board of Directors and, where applicable, the prior approval of the members of the Company. The Company is not governed by Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Corporate Governance requirements, and accordingly the provisions relating to related party transactions contained in Regulation 23 of the said Regulations are not applicable to the Company.

The Company has recently commenced its business operations in the field of Hydroponic Farming and is presently in the phase of stabilising and expanding its operations. In the ordinary course of its business, the Company may be required to enter into certain transactions, contracts or arrangements with related parties for, inter alia, purchase or sale of goods or materials, availing or rendering of services, leasing of property and/or other transactions covered under Section 188 of the Companies Act, 2013.

The transactions are expected to be undertaken in the ordinary course of business and on such terms and conditions as may be determined by the Board of Directors, subject to compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Where any such transaction falls within the scope of Section 188 of the Companies Act, 2013 and exceeds the applicable limits prescribed under the said Act and the rules made thereunder, the Company shall obtain the prior approval of the members, as applicable.

2. RELATED PARTY TRANSACTION-INDUSTRY STANDARDS:

SEBI, vide Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, prescribed Industry Standards on the minimum information to be provided to the Audit Committee and shareholders for approval of Related Party Transactions in accordance with the applicable provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Industry Standards are intended to facilitate compliance with the requirements of Regulation 23(2), (3) and (4) of the LODR Regulations.

As the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance are not applicable to the Company, the requirements prescribed under the aforesaid SEBI RPT Industry Standards are not applicable to the Company.

The related party transactions to be entered into by the Company shall, instead, be governed by the applicable provisions of Section 188 of the Companies Act, 2013, read with the applicable provisions of the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable provisions of the Companies Act, 2013.

AUDITORS:

A. Statutory Auditors and Statutory Auditors Report -

M/s. Jain Jain & Associates, Chartered Accountants (FRN: 009094N) were appointed as Statutory Auditors of the Company for a period of five consecutive financial year from FY 2023-2024.to FY 2027-2028. During the year under review, M/s. Jain Jain & Associates, Chartered Accountants (FRN: 009094N) carried out the Statutory Audit and submitted their report. The Statutory Audit Report for the Financial Year 2025-26 is Annexed and marked as Annexure - 5. The Audit Report as submitted by the Statutory Auditor does not contain any adverse remark/comments / observations. Therefore, the management is not required to make any comments thereon. M/s. Jain Jain & Associates, Chartered Accountants, the Statutory Auditor has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

B. Internal Auditors -

During the year under review, M/s Saurabh R D Gupta and Associates, Chartered Accountants carried out the Internal Audit and submitted their report for the Financial Year 2025-26. The Audit report does not contain any adverse remark / comments / observations. Therefore, the management is not required to make any comments thereon.

C. Secretarial Auditors and Secretarial Auditors Report -

During the year under review, M/s. P.C. Jain & Company, Company Secretaries (FRN: P2016HR051300), were appointed as the Secretarial Auditors of your Company for a period of five consecutive financial years, from FY 2025-26 to FY 2029-30, to conduct the Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year 2025-26 is Annexed and marked as Annexure - 3 to this Report. The Secretarial Audit Report for FY 2025-26 confirms that the Company has complied with the provisions of the applicable Acts, Rules, Regulations and Guidelines. The Secretarial Audit Report does not contain any adverse opinion, qualification, remarks or disclaimer. Accordingly, the management is not required to make any comments thereon. Mr. P.C. Jain, Managing Partner of P.C. Jain & Co, the Secretarial Auditor has confirmed that he is not disqualified from continuing as Secretarial Auditor of the Company.

D. Cost Auditors-

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain cost records and no cost auditor was required to be appointed.

RISK MANAGEMENT

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks w.r.t. the operations of the Company. In view of the Board, none of the elements of any such risk threatens the existence of the Company.

CORPORATE GOVERNANCE

The Compliance of the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not be mandatory applicable to the company since its paid-up share capital is less than Rs. 10 Crore and Net Worth is less than Rs. 25.00 Crore.

The Board of Directors has laid down a Code of Conduct to be followed by all the Directors and members of Senior Management of your Company. The Board of Directors supports the principles of Corporate Governance and lays strong emphasis on transparency, accountability and integrity.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption, are applicable to the Company. The Company remains in constant pursuit to carry out its operations in an environment friendly manner as well as to reduce the consumption of energy. This is monitored regularly at various stages of production processes and suitable actions are implemented wherever needed & feasible. During the year under review, the Company had no earnings and expenditure in foreign exchange.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the Company does not fall under the Top 1000 listed entities, based on market capitalization, as at 31st March, 2026, the provisions of regulation 34(2)(f) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 pertaining to the Business Responsibility and Sustainability Report (BRSR) are not applicable.

DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

PARTICULARS OF EMPLOYEE

a) In terms of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees and their remunerations are as under:

(i) None of the director got any remuneration during the financial year ended as on at 31st March, 2026, therefore the ratio of remuneration of each director to the median remuneration of the employees of the company during the financial year was NIL.

(ii) No managerial remuneration was paid to any director except out of pocket expenses on actual basis. There has been no change in the remuneration of Chief Financial Officer and Company Secretary in the financial year under review.

(iii) There was no increase in remuneration of maiden employees during the year.

(iv) During the financial year under review, total number of employees on the roll of the company was 9.

(v) There is no increase in remuneration of employees other than managerial personnel and its comparison with managerial remuneration and justification thereof cant be ascertained.

(vi) It is affirmed that Remuneration paid to employees was as per the policy of the company.

(vii) There is no employee in the company who was in receipt of salary during the full year or in part year, as the case may be, exceeding the limit of salary prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore the particulars of employees as required under rule 5 (3) are not applicable.

CORPORATE SOCIAL RESPONSBILITY

The company does not meet the criteria of net worth or turnover or net profit during the immediate preceding financial year as mentioned in section 135 (1) of the Companies Act, 2013, therefore the provision of Corporate Social Responsibility as prescribed under section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules 2014 are not applicable.

ANNUAL EVALUATION BY THE BOARD

The paid up share capital of the company is below the threshold limit of Rs. 25 Crore as prescribed under section 134(3) (p) of the Companies Act, 2013 read with Rule 4 of the Company (Accounts) Rules, 2014. Therefore, a formal annual evaluation of the performance of the Board, its Committees and of Individual Directors is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para B of Schedule V in respect of “Management Discussion and Analysis Report” is given in Annexure- 4 forms part of this Report.

3. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All following policies as applicable to the company are available on the website of the Company- www.vkgil.in The Policies are reviewed periodically by the Board and updated on the basis of need and legal requirements. The key policies with the descriptions of each policy are as follows:

Name of the Policy	Brief Description
1. Vigil Mechanism/Whistle Blower Policy	The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company does not tolerate any form of victimization and takes appropriate steps to protect a whistle blower that raises a concern in good faith and treats any retaliation as a serious disciplinary action. The Company protects the identity of the Whistle blower if the Whistle blower so desires, however the whistle blower needs to attain any disciplinary hearing or proceedings as may be required for investigation of the complaint. Detailed Policy is available on companys website.
2. Risk Management Policy	The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report. Detailed Policy is available on companys website.
3. Appointment and Remuneration of Directors, KMP and other Employees Policy	The Board on the recommendation of Nomination and Remuneration Committee has framed a policy on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and relating to remuneration for the Directors, Key Managerial Personnel and Other Employees in terms of subsection (3) of section 178 of the Companies Act, 2013. The Remuneration Policy is available on the Companys website
4. Sexual Harassment Policy	As required under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith. Detailed Policy is available on companys website.
5. Related Party Transaction Policy	As required under the Section 188 of Companies Act, 2013, and Regulation 23 of SEBI (LODR) Regulations, 2015 the company has formulated a policy on materiality of related party transactions and provided it on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF:

During the financial year under review, total 4 (four) meetings of the Board of Directors held. The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two meetings did not exceed 120 days.

During the year under review, Board meetings were held and directors attended the meeting as follows-

Date of Meeting	Rahul Jain	Rohit Jain	Amit Jain	Kiran Arora
09th May, 2025	V	V	V	V
15th July, 2025	V	V	V	V
11th November, 2025	V	V	V	V
11th February, 2026	V	V	V	V

COMPOSITION OF COMMITTEES OF THE BOARD & MEETINGS

The composition of the various Committees of the Board & its Meetings held during the financial year 2025-26 are as follows-

(i) Composition of Audit Committee (Under Section 177 of Companies Act, 2013)

S.No.	Name of Member	Date of Appointment	Date of Cessation	Designation	Category
1.	Mr. Amit Jain	01/07/2022		Chairman	Non- Executive & Independent Director
2.	Mrs. Kiran Arora	01/07/2022		Member	Non- Executive & Independent Director
3.	Mr. Rahul Jain	24/06/2022	-	Member	Executive Director

During the year under review, meetings of Audit Committee were held and Committee members attended the meetings as follows-

Date of Meeting	Rahul Jain	Amit Jain	Kiran Arora
09th May, 2025	V	V	V
15th July, 2025	V	V	V
11th November, 2025	V	V	V
10th February, 2026	V	V	V

(ii) Composition of Stakeholders Relationship Committee (Section 178 (5) of Companies Act, 2013)

S.No.	Name of Member	Appointment	Cessation	Designation	Category
1.	Mr. Rohit Jain	24/06/2022	-	Chairperson	Non- Executive Director
2.	Mrs. Kiran Arora	01/07/2022		Member	Non- Executive & Independent Director
3.	Mr. Rahul Jain	24/06/2022	-	Member	Executive Director

During the year under review, the meeting of Stakeholder Relationship Committee was held on 12th January, 2026 and all the members of Stakeholders Relationship Committee attended the meeting.

(iii) Composition of Nomination and Remuneration Committee Section (178 (1) of Companies Act, 2013)

S.No.	Name of Member	Date of Appointment	Date of Cessation	Designation	Category
1.	Mrs. Kiran Arora	01/07/2022		Chairperson	Non- Executive & Independent Director
2.	Mr. Amit Jain	01/07/2022		Member	Non- Executive & Independent Director
3.	Mr. Rohit Jain	24/06/2022	-	Member	Non-Executive Director

During the year under review, the meetings of Nomination and Remuneration Committee was held on 12th August 2025 and all the Committee members attended the meeting.

(iv) Composition of Independent Directors

S.No.	Name of Member	Designation	Category
1.	Mr. Amit Kumar Jain	Chairman	Non-Executive& Independent Director
2.	Mrs. Kiran Arora	Member	Non-Executive &Independent Director

During the year under review, the meeting of Independent directors was held on 10th October 2025 and all the Independent directors attended the meeting.

THE PREVENTION OF SEXUAL HARASSMENT

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

During the year under review, the meeting of the Internal Compliant Committee was held on 10th March 2026 and all the members of the Internal Compliant Committee attended the meeting. The necessary disclosure in terms of requirements of Listing Regulations in this regard is given below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed off during the financial year - Nil

c) Number of complaints pending as on end of financial year - Nil

THE CODE ON SOCIAL SECURITY, 2020- MATERNITY BENEFITS:

The company is in compliance with the applicable provisions related to the maternity benefit as prescribed under the Maternity Benefit Act 1961/ the Code on Social Security, 2020. Total number of female employees in the company is only one. No maternity benefits were availed by the female employee during the financial year 2025-26.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (as amended) from time to time.

FRAUDS REPORTED BY THE AUDITORS

None of the Auditors i,e, Statutory Auditor, Secretarial Auditor or Internal Auditor have reported any incident of fraud to the Audit Committee / Board of Directors in their respective reports, for the periods reviewed by them.

EXTRACT OF ANNUAL RETURN

As required under the provisions of section 134(3) (a) read with Section 92(3) of the Companies Act, 2013, a copy of the relevant Extract of Annual Return as on 31st March, 2026 is made available at companys office website www.vkgil.in.

PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application either pending or admitted against the company in a proceeding under the Insolvency and Bankruptcy Code, 2016 and Regulations made there under during the financial year under review.

APPRECIATIONS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all employees of the Company. The Board of Directors would also like to place on record the appreciation for assistance & cooperation received from its bankers, vendors, consultants, government, stock exchange, members and other stakeholders and reposing trust on the management of the company during the year under review. The Board of Directors looks forward a continuing support and trust from all stakeholders in future too.

	By the order of Board
	For VK Global Industries Limited
	(Formerly Known as SPS International Limited)
Place: Faridabad	Rahul Jain
Date: 12th August, 2026	Chairman and Managing Director
	DIN:00442109