Worth Peripherals Ltd Directors Report

To,
The Members,

Worth Peripherals Limited

The Board of Directors hereby submit the 30th report on the business and operations of Worth Peripherals Limited ("the Company"), along with the Audited Financial Statements for the financial year ended 31st March, 2026 ("current year" or "current financial year" or "year under review"). The consolidated performance of the Company and its Subsidiary & Joint Ventures has been referred to wherever required.

1. Financial Performance of the Company

a. Financial Performance, Operations and State of the Companys affairs:

To, The Members, Worth Peripherals Limited

Particulars	Standalone (2026)	Standalone (2025)	Consolidated (2026)	Consolidated (2025)
Revenue from operations	20,953.85	19,470.84	30,490.59	27,579.15
Other Income	965.87	726.46	293.95	463.73
Total Revenue	21,919.72	20,197.30	30,784.54	28,042.88
Less: Expenses other than Finance cost and Depreciation	19,167.70	17,618.33	27,172.31	24,792.52
Profit before finance cost, depreciation & amortization, and tax	2,752.02	2,578.97	3,612.23	3,250.36
Less: Finance Costs	19.21	34.60	166.67	195.92
Less: Depreciation and amortization expenses	485.37	474.55	678.18	657.18
Profit before exceptional item and tax	2,247.44	2,069.82	2,767.38	2,397.26
Add: Exceptional item	-	-	(20.44)	-
Profit before tax	2,247.44	2,069.82	2,746.94	2,397.26
Less: Tax expense	484.08	489.50	894.12	662.88
Profit after tax	1,763.36	1,580.32	1,852.82	1,734.38
Net Profit attributable to Non-Controlling interest	-	-	390.21	190.91
Net Profit attributable to the Owner of the company	-	-	1462.61	1543.47
Other comprehensive income/(loss)	(0.33)	(0.05)	2.04	(9.03)
Total comprehensive income	1,763.03	1,580.27	1,854.86	1,725.35
Earnings per share (EPS) Basic	11.20	10.03	9.29	9.80
Diluted (? per share)	11.20	10.03	9.29	9.80

Revenue-Standalone and Consolidated

Our revenue from operations on a standalone basis has increased by 7.62% from Rs. 19,470.84 Lakhs to Rs. 20,953.85 Lakhs and on a consolidated basis it has increased by 10.56% from Rs. 27,579.15 Lakhs to Rs. 30,490.59 Lakhs for the financial year 2025-26.

Profit-Standalone and Consolidated

Our profit before tax on a Standalone Basis is Rs. 2,247.44 Lakhs as against Rs. 2,069.82 Lakhs in the previous financial year. Our net profit after tax on a Standalone Basis is Rs. 1,763.36 Lakhs as against Rs. 1,580.32 Lakhs in the Previous Year. Our profit before tax on a Consolidated Basis is Rs. 2,746.94 Lakhs as against Rs. 2,397.26 Lakhs in the Previous Year. Our net profit after tax on a Consolidated Basis is Rs. 1,852.82 Lakhs as against Rs. 1,734.38 Lakhs in the Previous Year.

b. Basic EPS

During the year, details of Earnings per share on standalone and consolidated basis are here under:

Particular	Standalone Basis	Consolidated Basis
Current Year	11.20	9.29
Previous Year	10.03	9.80

Each Equity Share of Rs. 10.00 fully paid up.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

2. Change in nature of business

The Company is entirely engaged in the business of manufacturing of Corrugated Boxes and its accessories. During the year under review, there was no change in the nature of Business of the Company as at the end of Financial Year ended 31st March, 2026.

3. Change in Capital Structure of the Company

During the year, there is no change in the capital structure of the Company for the Financial Year ended 31st March, 2026.
The authorised share capital of the Company as at March 31, 2026 is Rs. 18,00,00,000 comprising of 1,80,00,000 Equity Shares of Rs. 10 each. The issued, subscribed and paid-up share capital of the Company stood at Rs. 15,75,10,000 as at March 31, 2026 comprising of 1,57,51,000 Equity Shares of Rs. 10 each fully paid-up.

4. Dividend

During the year under review, the Board of Directors have recommended the Final Dividend of Re. 1/- (10%) per equity share) on the 1,57,51,000 Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2026. The dividend is subject to the approval of Members at the ensuing 30th Annual General Meeting ("AGM") and shall be subject to deduction of income tax at source.

5. Transfer to Reserve

During the year under review, the Board has approved the transfer of Rs. 250 (Amount in Lakhs) to the General Reserve. Thus, with this transfer, the total amount in the General Reserve stands at Rs. 1,215 (Amount in Lakhs) as against Rs. 965 (Amount in Lakhs) during the previous year.

6. Business Description

a. Performance and Prospects

Worth Peripherals Limited is engaged in manufacturing and selling of corrugated boxes. Our Registered office is situated at Indore and our manufacturing facility is situated at Pithampur, Madhya Pradesh. Our manufacturing facilities are well equipped with state-of-the-art facilities including machinery, conveyor and other handling equipments to facilitate smooth manufacturing process. The Joint Venture of the Company, M/s Yash Packers (Partnership firm) is engaged in manufacturing and selling of corrugated boxes. Its manufacturing unit is situated at Valsad, Gujarat.
The Company also have a one wholly owned subsidiary, Worth Wellness Private Limited, which has established a manufacturing facility at the Industrial Area, Mohana, Indore, Madhya Pradesh. The plant is currently in the advanced stages of machinery installation, with the remaining equipment scheduled to be delivered shortly. Upon commissioning and commencement of operations, the facility is expected to significantly enhance our manufacturing capacity and substantially increase our production capabilities. We endeavour to maintain safety in our premises by adhering to key safety norms, ensure timely delivery of our products and have a fleet of trucks to ensure effective and efficient logistics.
Timely delivery and efficient supply chain management of our Company is also witnessed from the awards conferred upon the Company.

b. Sustainability

We are environmentally conscious and our products have been certified as meeting relevant FSC Standards. With increasing awareness of being environmentally friendly and many organizations supporting the Go green campaign, it increases the demand of FSC certified products.
Our Company is well equipped with in-house testing laboratory to test the products. Our finished products undergo a strict quality check to ensure that they are of relevant quality as per the set standards. Our laboratory further regulates and monitors the quality, strength, stiffness, amongst other parameters, of the boxes to ensure that the same can safely carry products for their end use.

3.1 Enhancing our customer base

Our present customer base comprises of Indian Companies and MNCs who are mainly operating in the FMCG sector. We intend to grow in the business continuously by adding new customers. With growth in the retail, pharmaceuticals, breweries, textile sectors and agriculture-based products, we aim to tap these markets for further marketing and supply.

2. Modernization and upgradation of our technology

We are always in the lookout for upgrading our technology as per the global standards.

3. Improving functional efficiencies

Our Company intends to improve efficiencies to achieve cost reductions and have a competitive edge over our peers. We believe that this can be achieved through continuous process improvement, customer service and adoption of latest technology.

4. Quality Products

Our Company invests in high quality machineries and equipment to ensure efficient production and quality products. The scale of operations shall enable our Company to produce quality products. Our Company believes that the investment in technology shall allow it to provide quality products to its customers and differentiate it from other competitors.

7. Material changes and commitments affecting financial position between the end of the Financial Year and date of the report

There has not been any significant and material change and commitments affecting financial position of the Company since closing of Financial Year and up to the date of this Boards Report.

8. Public Deposits

During the year under review, the Company has not accepted any Deposits from public in accordance with the provisions of section 73 & 74 of the Act & rules made thereunder.

9. Details of Subsidiaries, Associates and Joint Ventures

The Company has 1 (One) Wholly Owned Subsidiary Company Viz. Worth Wellness Private Limited (CIN: U17020MP2020PTC053302) incorporated on 15.10.2020. The Wholly Owned Subsidiary Company also in the business of Manufacturing & Supply of Corrugated Boxes.
The Company has also invested capital contribution in M/s Yash Packers, Mumbai (Joint Venture) and has profit sharing and capital ratio of 50%, in accordance with the same the net profit of the firm distributed to its partners.
Further, pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of Subsidiary and Joint Venture in Form AOC-1, which forms a part of this Annual Report.
Further, pursuant to the provisions of Section 136 of the Act, the Standalone as well as Consolidated financial statements of the Company along with and all other documents required to be attached thereto and separate audited financial statement in respect of the Subsidiary is available at the website of the Company at www.worthindia.com.

10. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2025-26 were on Arms Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and the Board. The Company has formulated a Related Party Transactions Policy in accordance with applicable legal and regulatory requirements.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure-1" to the Boards report.
The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 37 of the Standalone Financial Statements of the Company.
The Companys Policy on Materiality of related party transactions and dealing with related party transactions is available on the Companys website at: www.worthindia.com

11. Managements Discussion and Analysis

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report is set out in this Annual Report.

12. Board Policies and Conducts

The Board has approved and adopted various policies, codes, and governance frameworks in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. These are available on the Companys website www.worthindia.com.

13. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company has a duly constituted Corporate Social Responsibility (CSR) Committee. The composition, meetings, and other relevant details of the Committee are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.
During the year under review, the Company undertook CSR initiatives aligned with its CSR Policy and in accordance with the statutory framework prescribed under the Companies Act, 2013 read along with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Annual Report on CSR activities, as required under Rule 8 of the said Rules, is attached as "Annexure-2" and forms part of this Boards Report.
The Companys CSR Policy has been revised, wherever necessary, to remain consistent with applicable legal provisions and evolving CSR focus areas. The Policy outlines the guiding principles, key thrust areas, modes of implementation, governance structure, budget allocation, and monitoring and reporting mechanisms for CSR initiatives undertaken by the Company.
The CSR Policy is available for reference and inspection at the Companys website www.worthindia.com.

14. Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trade in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter-alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website www.worthindia.com.

15. Managerial Remuneration and Particulars of the Employees

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in "Annexure-3" of this report.
In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the name and other particulars of the Top 10 employees drawing remuneration in excess of the limits set out in the said Rule forms part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members of the Company excluding information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information, he/she may write to the Company Secretary at the Registered Office of the Company and may address their email to cs@worthindia.com
No Managing Director or Whole-time Director of the Company were paid any remuneration or commission from any of the Subsidiary Company.

16. Corporate Governance

Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Certificate from Practicing Company Secretary confirming compliance to the corporate governance requirements by the Company is attached to this Report.

17. Board Diversity

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.
The Companys policy is to maintain an appropriate mix of Executive, Non-Executive, and Independent Directors to ensure the independence of the Board and to clearly separate the functions of governance and management. As of March 31, 2026, the Board comprised of six (6) Directors. The composition includes one Chairman who is an Executive Whole-Time Director, one Executive Managing Director, and one Executive Woman Whole-Time Director. The remaining three Directors are Non-Executive Independent Directors.
The Board also has adequate gender diversity, with one woman Whole-Time Director and one woman Non-Executive Independent Director serving on the Board.

18. Board Evaluation

Pursuant to provision of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Committees including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.
The performance of each of the Non-Independent Director (including the Chairman) was also evaluated by the Independent Directors at a separate meeting held between the Independent Directors of the Company.

19. Number of Meetings of the Board

The Board met 8 (Eight) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

20. Independent Directors Meeting

As stipulated by the Code of conduct for Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 11.03.2026 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

21. Directors and Key Managerial Personnel

As on the date of this Report, your Company has 06 (Six) Directors consisting of 03 (Three) Non-Executive Independent Directors including 1 (One) Woman Independent Director, 03 (Three) Executive Directors including 1 (One) Woman Executive Director.

a. Retirement by Rotation -

During the financial year 2025-26, at the 29th AGM Mr. Jayvir Chadha (DIN: 02397468) was re-appointed as Director pursuant to Section 152(6) of the Act.
In pursuance of the provisions of Section 152(6) of the Act and Articles of Association of the Company, Mrs. Amraver Kaur Chadha (DIN: 00405962), retires by rotation from the Board in the ensuing AGM and, being eligible, has assented for her re-appointment at the Board.
In accordance with the same the asses of the Board has been accorded for her re-appointment wherein the consent in the form of a resolution seeking Members approval for her re-appointment along with other required details forms part of the Notice convening the 30th AGM.

b. Continuation of Appointment -

Pursuant to the Section 149 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, the Board of Directors on the recommendation of the Nomination & Remuneration Committee, obtained the Members approval at the 29th Annual General Meeting held on 23.09.2025 for re-appointment of Mr. Alok Jain (DIN: 09209326) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from June 21, 2026.
Pursuant to the provisions of Section 196 and other applicable provisions of the Companies Act, 2013, read with the relevant rules made thereunder and Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, on the recommendation of the Nomination & Remuneration Committee, have approved the re-appointment of Mrs. Amraver Kaur Chadha (DIN: 00405962) as a Whole-Time Director for a period of three (3) consecutive years with effect from 1 June, 2026 to 31st May, 2029, subject to the approval of the Members. In connection with the same the Company, during the year had conducted a Postal Ballot commencing from 18th March, 2026 to 16th April, 2026 and obtained the approval of the Members for the re-appointment of Mrs. Amraver Kaur Chadha as a Whole-Time Director for a period of 3 (three) consecutive years with effect from 1 June, 2026 to 31st May, 2029.

c. Change in Designation -

Mr. Raminder Singh Chadha (DIN: 00405932), who was re-appointed as the Managing Director of the Company at the 27th Annual General Meeting held on August 29, 2023, for a term of 3 (three) consecutive years commencing from June 1, 2023, was re-designated as Chairman and Whole Time Director of the company at the 29th Annual General Meeting held on September 23rd, 2025, for a term of 3 (three) consecutive years commencing from August 7, 2025.
Mr. Jayvir Chadha (DIN: 002397468), who was re-appointed as the Whole Time Director of the Company at the 27th Annual General Meeting held on August 29, 2023, for a term of 3 (three) consecutive years commencing from June 1, 2023, was re-designated as Managing Director of the company at the 29th Annual General Meeting held on September 23rd, 2025, for a term of 3 (three) consecutive years commencing from August 7, 2025.

d. Change in Key Managerial Personnel -

During the year under review, Mrs. Nidhi Arjariya (Mem. No.: A54208), Company Secretary and Compliance Officer of the Company, resigned from her position with effect from December 12, 2025 and Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Tushar Batham (Mem. No: A72645) as the Company Secretary and Compliance Officer of the Company with effect from December 15, 2025.
Except as stated above, there were no other changes in the Key Managerial Personnel of the Company during the financial year 2025-26. In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel ("KMP") of the Company during FY 2025-26 were as follows:

Sr. No.	Name	Designation
1.	Mr. Raminder Singh Chadha	Chairman and Whole-time Director
2.	Mr. Jayvir Chadha	Managing Director
3.	Mrs. Amraver Kaur Chadha	Whole-time Director
4.	Mr. G S Agarwal	Chief Financial Officer
5.	Mr. Tushar Batham	Company Secretary and Compliance Officer

Directors:

1. Mr. Alok Jain, Independent Director
2. Mr. Dilip Kumar Modak, Independent Director
3. Mrs. Palak Malviya, Independent Director

e. Disclosures by Directors

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

f. Declaration by Independent Directors

All the Independent Directors have submitted declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013. Based on these declarations and in the opinion of the Board of Directors, all the Independent Directors satisfy the criteria of independence as stipulated under the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Listing Regulations"), are independent of the Management, and have complied with the requirements of Regulations 16(1)(b) and 25 of the said Regulations.

22. Committees of the Board

Your Company has constituted the mandatory Committees along with other voluntary Committee(s) under the provisions of the Act and Listing Regulations.
As on March 31, 2026, the Board had five committees:

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Investment Committee
  The detailed constitution of the Board Committees, form part of the Corporate Governance Report attached to this Report.

23. Risk Management and Internal Financial control and its adequacy

Your Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short- and long-term business goals of your Company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.
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 its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

24. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.

25. Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditors, Secretarial Auditor nor the Internal Auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which are required to be mentioned in the Boards report.

26. Annual Return

In accordance with Section 92 of the Companies Act, 2013 and read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return in the Form MGT-7 is displayed on the Weblink of the Company : https://worthindia.com/investors/categories/shareholder-information/sub_categories/annual-return.

27. Share Capital & Listing of Securities

During the year under review, the Company has not issued:

• any equity shares with differential rights as to dividend, voting or otherwise;
• any equity shares (including sweat equity shares) to employees of the Company under any scheme; and
• any sweat equity shares.

During the year under review, on April 16, 2025, the Company filed an application with BSE Limited for listing of its equity shares through the Direct Listing Mode. The Company subsequently received final listing and trading approval from BSE Limited for the listing of 1,57,51,000 equity shares of face value Rs. 10/- each on the Main Board of BSE Limited with effect from Tuesday, October 14, 2025, vide their letter no. LO/IPO/AK/DL/TP/52/2025-26 dated Monday, October 13, 2025 and BSE Notice No. 20251013-57.
Further, during the year, the Company filed an application with National Stock Exchange of India Limited (NSE) seeking change of its trading symbol from "WORTH" to "WORTHPERI". NSE, vide its Circular dated October 06, 2025, informed that the trading symbol of the Company has been changed from "WORTH" to "WORTHPERI" with effect from October 10, 2025.
The Companys equity shares are listed on the National Stock Exchange of India Limited (NSE) under the symbol "WORTHPERI" and are also listed on BSE Limited (BSE) under Scrip Code 544577.

28. Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India and notified by the Central Government.

29. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
During the year under review, the Company has transferred the unclaimed and unpaid Interim Dividend for the financial year 2018-19 to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013 and the applicable IEPF Rules and same details of such transfer are provided in the Corporate Governance Report forming part of this Annual Report.
The details of year-wise amounts of unclaimed / unpaid dividends lying in the Unpaid Dividend Account up to the relevant years are provided in the Corporate Governance Report forming part of this Annual Report and are also available on the Companys website at https://worthindia.com/

30. Directors Responsibility Statement

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, The Board hereby confirms that:
In preparation of the annual accounts for the financial year ended 31 March, 2026, the applicable accounting standards have been followed and there are no material departures. 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 the end of the financial year and of the profit and loss of the Company for that period. The Directors had taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors had prepared the annual accounts on a going concern basis. The Directors had laid down internal financial controls, which are adequate and are operating effectively.

31. Particulars of Loans, Guarantees or Investments under section 186

Particulars of loans given, investments made, guarantees given and securities provided securities as covered under section 186 of the Act are disclosed in the Standalone Financial Statement (Please refer Note 2 and 3 to the Standalone Financial Statement).

32. Audit Reports and Auditors

a. Audit reports :

i. The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013. The Company has received an unmodified opinion from M/s Maheshwari & Gupta, Chartered Accountants, the Statutory Auditors of the Company, in their Auditors Report for the financial year 2025-26.
ii. Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report issued by M/s. RS Mantri & Associates, for the financial year 2025-26, on 4th August, 2026 in Form MR-3. The Secretarial Auditors Report for Financial Year 2025-26 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as "Annexure-4" to the Boards report.

b. Auditors :

i. Statutory auditors

The Board of Directors have received the consent for the appointment of M/s. Maheshwari & Gupta, Chartered Accountants, Indore (M.P) (Firm Registration Number: 006179C) as the Statutory Auditors of the Company for a period of 5 (five) years, from the conclusion of 28th Annual General Meeting held on 16th August, 2024 until the conclusion of 33rd Annual General Meeting to be held in the year 2029 at such fees as maybe mutually agreed by the Board of Directors and the Statutory Auditors of the Company.

The Auditors Report to the Members for the year under review does not contain any qualification, reservation, disclaimers, or adverse remarks. Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company.

ii. Secretarial Auditor:

M/s Vatsalya Sharma & Co., Practising Company Secretaries (CP No.: 19574; Membership No.: 48100), have resigned from the position of Secretarial Auditor of the Company with effect from July 6, 2026, citing personal reasons as the reason for their resignation.
Due to the resignation of the Secretarial Auditor and to fill the resulting casual vacancy, the Board of Directors on the recommendation of the Audit Committee and pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), have considered and approved the appointment of M/s RS Mantri & Associates (CP No.: 23157 & Membership No.: A41830) as the Secretarial Auditor of the Company with effect from July 6, 2026 to hold office until the conclusion of the ensuing Annual General Meeting of the Company to conduct the Secretarial Audit for the F.Y. 2025-26.

iii. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of the recommendation of Audit Committee, the Board of Directors at their meeting held on May 12, 2026 had appointed Mr. Shubham Tirole, Chartered Accountant (Mem No.: A468251) as the Internal Auditors of the Company for the financial year 2026-27.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee ("ICC"). The Company has in place an appropriate Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. This Policy is gender neutral.
We are pleased to inform you that The Company has also filed the Annual Report for the calendar year 2025 under Section 21 of Prevention of Sexual Harassment at the Workplace Act of 2013. Further, during the calendar year:

1. No. of Complaints received during the year: NIL
2. No. of Complaints disposed off during the year: NIL
3. No. of Cases pending for more than 90 days: NIL
4. No. of Workshops or Awareness Programs Against Sexual Harassment carried out: 01
   Nature of Action taken by the Employer: Since there were no complaints received during the calendar year, there were no actions required to be taken by the employer or third party.
   No complaints pertaining to sexual harassment were received during the financial year 2025-26 and pending as on March 31, 2026.

34. Vigil Mechanism and Whistle-blower Policy

In accordance with Section 177(9) of the Act, and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read along with Regulation 22 of SEBI (LODR) Regulation, it is mandatory for a listed company and certain prescribed classes of companies to establish a Vigil Mechanism. This mechanism ensures adequate protection to employees and directors who raise concerns about violations of legal or regulatory requirements, misrepresentation of financial statements, and other related matters.
Our company has developed a Vigil Mechanism known as the Whistle Blower Policy, which is designed to uphold the highest standards of ethical, moral, and legal conduct in our business operations. Throughout the year, there were no instances where individuals were denied access to the Audit Committee.
The Whistle-Blower Policy is available on our companys website at www.worthindia.com

35. Cost Records

The provisions of section 148 (1) of the Companies Act, 2013 read along with relevant rules and such other provisions are not applicable on the Company. Therefore, no cost records have been maintained by the Company.

36. Conservation of Energy, Research and development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are enclosed as "Annexure-5" to the Boards report.

37. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under regulation 43A of the Listing Regulations. The said Policy is uploaded and available for inspection at the Companys website www.worthindia.com.

38. The Code on Social Security 2020-Maternity Benefit

The Company is in Compliance with applicable provisions relating to Maternity Benefit Act, 1961 / The Code on Social Security 2020.

39. Other Disclosures/Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no events/instances/transactions occurred on these items during the year under review:
a) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016;
b) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions;
c) There was no failure to implement any corporate action.

40. Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Central Government of India, State Government of Madhya Pradesh, the Bankers to the Company, business associates, technical professionals within and outside the Company and after all the Members of the Company for their valuable support and the Board is looking forward to their continued co-operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and behalf of the Board of Directors of

Worth Peripherals Limited

Sd/-

Raminder Singh Chadha

Chairman & Whole-Time Director

DIN: 00405932