Western Ministil Ltd Directors Report

To

The Members

Western Ministil Limited,

Mumbai,

The Board of Directors are pleased to present the Fifty Second Annual Report together with the Audited Accounts for the Financial Year ended 31^st March, 2026.

During the financial year ended March 31, 2026, the management continues to evaluate suitable business opportunities and strategic initiatives with a view to enhancing stakeholder value and improving the Companys operational and financial performance. The Board remains committed to maintaining financial discipline, ensuring regulatory compliance and exploring avenues for sustainable growth.

1.FINANCIAL HIGHLIGHTS:

Summary of the Financial Results for the year is as under:

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	0.00	0.00
Other Income	0.41	0.08
Total Income	0.41	0.08
Expenses:	27.67	32.31
Profit/(Loss) before exceptional items and tax	(27.26)	(32.23)
Exceptional Items	0.00	0.00
Profit/(Loss) before tax	(27.26)	(32.23)
Provision for current tax, deferred tax and other tax expenses	0.00	0.00
Profit/(loss) for the period	(27.26)	(32.23)

During the financial year ended March 31, 2026, the Company did not undertake any operational business activities and consequently did not generate any revenue from operations. The Company earned other income of ^0.41 Lakhs during the year as compared to ^0.08 Lakhs in the previous financial year.

2. DIVIDEND

Considering the years financial performance and carried forward losses of previous years, the Board had decided not to recommend any dividend. Due to accumulated losses, your Company has not transferred any amount to the reserves.

3. PUBLIC DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act and Rules framed thereunder (including any amendments thereof) during the Financial Year ended March 31, 2026 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

4. TRANSFER TO RESERVES

There is no transfer made to reserves during the year.

5. CHANGE IN NATURE OF BUSINESS, IF ANY :

Your Company has not deviated its line of business activity nor has expanded the area of activities; therefore, there is no change in the nature of business for the year under review.

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year under review, the Company did not have any Subsidiary, Joint Venture or Associate Companies.

7. SHARE CAPITAL

The Authorised Share Capital of the Company stood at Rs. 13,50,00,000/- (Rupees Thirteen Crores Fifty Lakhs Only) divided into 1,35,00,000 Equity Shares of Rs. 10/- each as on March 31, 2026.

During the year under review, the Members of the Company, at the Extra-ordinary General Meeting held on December 24, 2025, approved the increase in the Authorised Share Capital of the Company from Rs.

10.00. 00.000/- divided into 1,00,00,000 Equity Shares of Rs. 10/- each to Rs. 13,50,00,000/- divided into

1.35.00. 000 Equity Shares of Rs. 10/- each.

Further, on February 16, 2026, the Company allotted 40,00,000 (Forty Lakhs) Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 10/- per Equity Share on a preferential basis, pursuant to the Special Resolution passed by the Members at the Extra-ordinary General Meeting held on December 24, 2025 and the in-principle approval received from BSE Limited on February 02, 2026.

Consequent upon the aforesaid allotment, the Paid-up Equity Share Capital of the Company increased from Rs. 2,15,71,860/- divided into 21,57,186 Equity Shares of Rs. 10/- each to Rs. 6,15,71,860/- divided into 61,57,186 Equity Shares of Rs. 10/- each.

The Equity Shares of the Company are listed on BSE Limited ("BSE") and are infrequently traded on BSE. The shares of the Company have not been suspended from trading. The annual listing fees payable to BSE have been duly paid.

8. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid-up equity share capital of the Company does not exceed Rs.10 crores and net worth does not exceed Rs. 25 crores as on the last day of the previous Financial Year.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, are not applicable to your Company as the Company does not fall under any of the criteria specified therein.

10. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended 31^st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b. That had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. RISK MANAGEMENT POLICY

The Company in order to comply with the provisions of the Act and to provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risks that could threaten the existence of the Company. The Company had not faced any major risks and no major deviations from the actuals as attained by the Company. The Audit Committee has reviewed the policy periodically. The Board takes overall responsibility for the overall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations and nature of its business activities. The Company has a standard operating procedure for various activities and operations and follows this standard operating procedure for its internal control procedures. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management at all locations of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a yearly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the Financial Year ended March 31, 2026.

13. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year following directors and KMP were appointed:

1. Mr. Paras Chand Jain appointed as the Additional Non-Executive Independent director of the Company w.e.f 02.04.2025

2. Mr. Kalpesh Naginbhai Patel, appointed as the Additional Non-Executive director of the Company w.e.f 09.02.2026.

3. Mrs. Vandana Kalpesh Patel, appointed as the Additional Non - Executive Director of the Company w.e.f 09.02.2026.

4. Mrs. Hiralben Mehulsinh Gohil, appointed as the Additional Non - Executive Independent Director of the Company w.e.f 20.03.2026.

5. Mr Ankitkumar Rajendra Shah was appointed as Company Secretary cum Compliance Officer w.e.f. 02.04.2025

During the year following Director Resigned:

1. Mr. Paras Chand Jain, resigned from the directorship of the company w.e.f. 12.03.2026.

As on date of this report, the details of the Board of Directors and Key Managerial Personnel are as under;

Name of Director	Designation
Mr. Prakash Baliram Shewale	Chairman and Managing Director
Mr. Satish Ramsevak Pandey	Executive Director & CFO
Ms. Gayatridevi D. Pandey	Non - Executive Independent Director
Mr. Manoj Choudhary	Non - Executive Independent Director
Mrs. Hiralben Mehulsinh Gohil	Non - Executive Independent Director
Mr. Kalpesh Naginbhai Patel	Non - Executive Non-Independent Director
Mrs. Vandana Kalpesh Patel	Non - Executive Non-Independent Director
Mr. Ankitkumar Rajendra Shah	Company Secretary & Compliance Officer

15. Board Meetings

The Board meets at regular intervals, as and when required, to discuss the business policies and strategies of the Company, apart from considering other routine business matters.

During the Financial Year ended March 31, 2026, the Board of Directors of the Company met 12 (Twelve) times, i.e. on April 2, 2025; May 17, 2025; May 30, 2025; August 8, 2025; September 5, 2025; November 11,

2025; November 26, 2025; February 9, 2026; February 16, 2026; February 17, 2026; March 12, 2026; and March 20, 2026.

The gap between any two consecutive meetings did not exceed 120 days, and the requisite quorum was present at all the meetings held during the year.

The attendance of the Directors at the Board Meetings and the AGM held during the Financial Year ended March 31, 2026 is as under:

Name of the Directors	Number of meetings	Last AGM Attended
	Entitled to attend	Attended
Mr. Satish Ramsevak Pandey	12	12	Yes
Mr. Prakash Baliram Shewale	12	12	Yes
Mrs. Gayatridevi Devishankar Pandey	12	12	Yes
Mr. Manoj Choudhary	12	12	Yes
Mrs.Hiralben Mehulsinh Gohil	Not Entitled	Not Entitled	Not Entitled
Mr. Kalpesh Naginbhai Patel	4	4	Not Entitled
Mrs. Vandana Kalpesh Patel	4	4	Not Entitled

The Board of Directors Comprises of highly qualified members possessing essential qualifications, skills, expertise and competencies in the areas of Sales & Marketing, Finance and Accounts, Leadership and Governance, Industry Knowledge, General Management and Governance, Relevant Technology which can enable them to take effective decisions in the conduct of the affairs of the Company and enhance the Stakeholders values.

16. COMMITTEES OF THE BOARD

The Companys Board has following committees. The brief of these Committees are as follows:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee

a. Constitution of the Audit Committee

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Act read with rules framed thereunder. The composition, quorum, powers, role and scope are in accordance with Section 177of the Act. All the members of the Audit Committee are financially literate and have experience in financial management. The Board has accepted all the recommendations of the Audit Committee during the Financial Year ended March 31, 2026.

Meeting and Attendance

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Act read with rules framed thereunder. The composition, quorum, powers, role and scope are in accordance with Section 177of the Act. All the members of the Audit Committee are financially literate and have experience in financial management. The Board has accepted all the recommendations of the Audit Committee during the Financial Year ended March 31, 2026.

Meeting and Attendance: The Committee met 5 (Five) times during the Financial Year ended March 31, 2026, i.e. on May 30, 2025; August 8, 2025; September 5, 2025; November 11, 2025; and February 2, 2026.

The necessary quorum was present for all the meetings held during the year. The composition of the Audit Committee and the details of meetings attended by members of the committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Ms. Gayatridevi Devishankar pandey _Chairman	Independent, Non-Executive Director	5	5
Mr. Manoj Choudhary Member	Independent, Non-Executive Director	5	5
Mr. Satish Ramsevak Pandey _Member	Executive Director	5	5

b. NOMINATION AND REMUNERATION COMMITTEE

Constitution of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in compliance with Section 178 of the Companies Act, 2013 ("the Act"), read with the rules framed thereunder. The composition, quorum, powers, role and scope of the Committee are in accordance with the provisions of Section 178 of the Act.

The Committee met 2 (Two) times during the Financial Year ended March 31, 2026, i.e. on May 17, 2025 and September 4, 2025. The requisite quorum was present at all the meetings held during the year.

During the year under review, consequent upon the resignation of Mr. Paras Chand Jain from the Directorship of the Company with effect from March 12, 2026, he also ceased to be a Member of the Nomination and Remuneration Committee.

Thereafter, the Board of Directors, at its meeting held on March 20, 2026, appointed Mrs. Hiralben Mehulsinh Gohil as a Non-Executive Independent Director and as a Member of the Nomination and Remuneration Committee in place of Mr. Paras Chand Jain. Accordingly, the composition of the Committee was reconstituted with effect from March 20, 2026, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name of the Members	Category	Number of committee meetings
		Non-Executive	Entitled to attend	Attended
Gayatridevi Devishankar Pandey Chairman	Independent, Director		2	2
Mr. Manoj Choudhary Member	Independent, Non-Executive Director	2	2
Mr. Paras Chand Jain Member (up to March 12, 2026)	Independent, Non-Executive Director	2	2
Mrs. Hiralben Mehulsinh Gohil Member(w.e.f. 20.03.2026)	Independent, Non-Executive Director	0	0

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee comprising of three members. The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Act read with rules framed thereunder. The Committee met only Once (1) during the Financial Year ended March 31, 2026 i.e., on July 8, 2025.The necessary quorum was present for the meeting held during the year.

During the year under review the Stakeholder Relationship Committee was also reconstituted as on 20^th March 2026.The composition of the Committee and the attendance of the members of the Stakeholders Relationship Committee during the Financial Year ended March 31, 2026 are as given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mr. Manoj Choudhary Chairman	Independent, Non-Executive Director	1	1
Ms. Gayatridevi Devishankar Pandey Member	Independent, Non-Executive Director	1	1
Mrs. Hiralben Mehulsinh Gohil Member	Independent, Non-Executive Director	0	0

17. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have furnished the declaration that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.

18. PERFORMANCE EVALUATION OF BOARD, COMMITTEES &. DIRECTORS

As per the Listing Regulations, the Board of Directors of the Company carried out the formal annual performance evaluation of all the Directors and also its self-evaluation process, internally, to assess the skills set and contribution that are desired, recognizing that competencies and experiences evolves over time. The process was conducted by allowing the Board to engage in candid discussions with each Directors with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated based on structured self-assessment and personal interaction to ascertain feedback on well-defined parameters which, internally, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance

and personal attributes of the Directors. During the process of evaluation, the Board of Directors also reviewed and discussed the annual performance evaluation of Directors carried out by the Nomination and Remuneration Committee. A statement in detail indicating the manner, in which formal annual evaluation has been made by the Board of Directors, is given in the Report on Corporate Governance which forms a part of the Annual Report.

19.SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a term of reference which internally deals with the manner of selection of the Directors and the Key Managerial Personnel of the Company. The NRC recommends appointment of Director/re-appointment of Managing Director, Whole Time Directors and Independent Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed there under. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Boards balance of professional experience, background, viewpoints, skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the Members of the Board and Executive Management. The said policy earmarks the principles of remuneration and ensures a well-balanced and performance related

compensation package taking into account Shareholders interest, industry practices and relevant corporate regulations in India.

20. VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mismanagement, if any, and conducting business with integrity including in accordance with all applicable laws and regulations. The details of the Vigil Mechanism and Whistle Blower Policy are posted on the website of the Company.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT;

The Company has, during the year, rolled out a policy for prevention of Sexual Harassment of women in the organization. During the financial year ended March 31, 2026, no complaint pertaining to sexual harassment was received by the Company.

22.STATUTORY AUDITORS

M/s. Maark & Associates, Chartered Accountants (Firm Registration No. 145153W), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held in the year 2025 for the term of 5 years and continue to hold office in accordance with the provisions of the Companies Act, 2013.

The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company under the provisions of the Companies Act, 2013 and the rules made thereunder. The Audit Report for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

23.COST AUDIT

The Company is not required to maintain cost record as prescribed by the Central Government under the provisions of Section 148 of the Act in view of the closure of the plant in 1995 and cessation of manufacturing activities. No manufacturing activities or related services have been undertaken by the Company since then.

24.SECRETERIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company at their Annual General Meeting held on 30^th September,2025 appointed M/s Somani & Associates, Practicing Company Secretaries (FCS No. 9364, CP No. 8642), as the Secretarial Auditors of the Company for a term of five consecutive years commencing from Financial Year 2025-26 and ending with Financial Year 2029-30.

Secretarial Audit Report:

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2026, is annexed herewith as "Annexure- A" and forms part of this report. The Secretarial Audit Report contain few adverse remark, reservation, qualification or disclaimer remark.

25. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

26. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.

27. REGULATORY/COURT ORDERS

During the year under report no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

28. RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company during the Financial Year were on an arms length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Ind- AS 24 Related Party Disclosures are reported in other explanatory information, forming part of the financial statements. Details of related party transactions are regularly placed before the Audit Committee and also before the Board for its approval. Wherever required prior approval of the Audit Committee is obtained. The Company has not entered into any related party transaction during the Financial Year pursuant to the provisions of Section

188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time. Hence, disclosure in Form AOC-2 has not been given.

29.DISCLOSURE OF REMUNERATION OF DIRECTORS:

A) EXECUTIVE DIRECTORS:

The Company pays remuneration by way of salary to the Managing Director.

The details of the remuneration paid to the Executive Directors during the year 2025-26, are given below:

1. Prakash Baliram (MD) Rs. 120000 (Rupees One Lakh Twenty

Thousand)

B) NON-EXECUTIVE DIRECTORS:

Remuneration payable to the Non-Executive Directors is in line with the Remuneration Policy, as adopted. The Non- Executive Directors are entitled to sitting fees for attending Board and Committee Meetings. Details of sitting fees paid to the Non-Executive Directors during the year 2025-26, are provided hereinafter:

S. No Name of Non-Executive Independent Director	Amount paid
1. Gayatridevi Devishankar Pandey	Rs. 1,53,000 (Rupees One Lakh Sixty Three Thousand)
2. Manoj Choudhary	Rs.67,500 (Rupees Sixty Seven thousand Five Hundres)

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the Company is available on the website and can be accessed at http://westernministil.in/

31. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this report as "Annexure B"

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

No information with regard to conservation of energy and technology absorption is required to be furnished as the Company did not undertake any activity / operation. Further, there were no foreign exchange earnings and outgo during the year under review.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 of the SEBI (LODR) Regulations, 2015 is annexed "Annexure- C" to this report.

34. PREFERENTIAL ISSUE AND UTILISATION OF PROCEEDS

During the financial year under review, the Company raised funds through preferential allotment of Equity Shares and Convertible Warrants in accordance with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

Pursuant to the approval of the Members obtained at the Extraordinary General Meeting held on 24^th December,2025 and subsequent approvals received from the Stock Exchange(s), the Company allotted 40 lakh Equity Shares and 63,74,252 warrants in the board meeting dated 16.02.2026 and 4,68,562 Convertible Warrants in the Board meeting dated 17.02.2026 at an issue price of ^10 per security, aggregating to ^ 4 crore for equity shares and ^ 1,71,07,035 for warrants.

The details of funds raised and utilisation thereof as on March 31, 2026 are as under:

Particulars	Amount in lakhs
Gross Proceeds Raised	400.00
Less: Issue Expenses	-
Net Proceeds Available	400.00
Utilised towards Working Capital Requirements	315.00
Utilised towards Capital Expenditure	-
Utilised towards Repayment/Prepayment of Borrowings	-
Utilised towards General Corporate Purposes	-
Total Utilised	315.00
Unutilised Amount as on March 31, 2026	85.00

35.GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there

were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. The Company has no Subsidiary/JV/Associate Companies during the year.

d. Company does not have any subsidiaries hence Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Complaints Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act.

f. During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

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

h. 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(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

i. 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.

j. The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

k. The Company confirms that it has paid the Annual Listing Fees for the year 2026-27 to BSE Ltd where the Companys Shares are listed.

l. During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

m. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

36. HUMAN RESOURCES

Your directors believe that the key to success of any Company are its employees. Your Company has a team of able and experienced professionals, whose dedicated efforts and enthusiasm has been an integral part of your Companys growth. Your directors would like to place on record their deep appreciation of their continuous effort and contribution to the Company.

37. CASH FLOW STATEMENT

In conformity with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and requirements of companies Act, 2013 the cash flow statement for the financial year ended 31.03.2026 is annexed here to as a part of the Financial Statements.

38. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

No Agreement were entered pursuant to clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during FY 2025-26 and as on date.

39. NON-APPLICABILITY OF CORPORATE GOVERNANCE: -

The company is having paid up share capital and net worth below the threshold limit as required . Hence as per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15" Sept, 2014, compliance of Corporate Governance and ASCR is not applicable to the Company under SEBI (LODR) Regulations, 2015 for which corporate governance Non-applicability certificate is annexed to this report.

40. ACKNOWLEDGEMENTS

Your directors wish to place on record, the appreciation for the continued support of the customers, Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable contribution and involvement.