Your directors have pleasure in presenting the Fifty-Second Annual Report and Audited Financial Statements for the financial year
ended 31^st March 2026.

FINANCIAL PERFORMANCE

The summarized financial results of the Company are presented below:

DIVIDEND

No dividend is proposed for the financial year ended 31^st March 2026.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS

During the financial year 2025-26, on a Standalone basis, the Company recorded Revenue from Operations of T38,183.15 lakh as
compared to T33,800.97 lakh in the previous financial year. The Profit Before Tax (PBT) stood at T1,366.92 lakh as compared to
T1,028.84 lakh in the previous financial year. The Profit After Tax (PAT) was T1,001.41 lakh as against T764.60 lakh in the previous
financial year.

On a Consolidated basis, the Company recorded Revenue from Operations of T71,918.32 lakh as compared to T66,291.28 lakh in
the previous financial year. The Profit Before Tax (PBT) stood at T6,353.38 lakh as compared to T3,769.24 lakh in the previous
financial year. The Profit After Tax (PAT) was T5,028.35 lakh as against T3,102.57 lakh in the previous financial year.

During the year under review, the Company has received listing and trading approval from National Stock Exchange of India Limited
(NSE) vide its letter dated December 9, 2025 (Ref. No. NSE/LIST/207) for listing of 1,33,06,397 equity shares of face value f10 each
on the Main Board of NSE. The equity shares were listed and commenced trading with effect from December 11, 2025.

Segment, Products wise Performance

Modi Naturals is today one of India’s leading consumer goods companies operating in the wellness and foods category.

The company is poised to grow exponentially in the next few years with its three verticals namely a). Consumer Goods Vertical, b).
Bulk Edible Oil and Feeds Vertical and c). Alcohol Manufacturing Vertical.

Modi Naturals’ Branded /Consumer Division includes a range of products that includes healthy & premium edible oil, Popcorn, Pasta,
Peanut Butter, Instant Drink Mix etc.

> In healthy and premium edible oil category- the company’s branded product portfolio includes Oleev Olive oil, Oleev Active
oil (healthy Olive oil and Rice Bran Oil blend), Oleev Health Oil (Multisource Oil) Oleev Smart Oil (Multisource oil), Rizolo Rice
bran oil, Miller Canola Oil and Olivana Wellness Oil (100% natural versatile oil with goodness of pure olives - can be used for
cooking, hair, skin care and baby care). We are the only player making Multi-Source Olive oil. Oleev Extra Light Multi-source
Oil (Sunflower and Extra Light Olive Oil).

Your Company’s flagship brand, “OLEEV” is a leading name in the edible oil market, and it caters to the premium segment of the
market. In the multisource edible oil category, ‘Oleev Active’ has continued to increase its dominance. Volume has recovered after
removal of stock limits, and we expect to see growth pick up in subsequent quarters.

> In healthy Indulgent snacking category - the company’s branded product portfolio includes:

Ý ‘Pasta’ (100% Wheat Semolina & 0% Maida) with three variants, under the sub-brand OLEEV KITCHEN.

We are extending our range of ready-to-cook pasta and introducing new shapes, i.e. macaroni and spaghetti. With our
commitment to food innovation, we have launched a one-of-its-kind multigrain pasta with the goodness of four grains in the
premium category.

Ý Olives and Jalapenos- Oleev Kitchen Olives & Jalapenos bring authentic global flavours to everyday meals. Sourced from
premium Spanish olive-growing regions and free from added preservatives, the range is rich in antioxidants, healthy fats, and
vitamin C. With heart-health, immunity-boosting, and anti-inflammatory benefits, it offers a nutritious and flavourful addition to
modern kitchens.

Ý Hing- Oleev Kitchen offers premium-quality Hing variants designed to enhance the taste and aroma of everyday cooking.
Available in both Oleev Kitchen Strong Hing and Oleev Kitchen Hing variants, the range delivers the perfect balance of purity,
potency, and flavours, helping consumers create authentic and flavourful dishes with ease.

Ý Soups- Oleev Kitchen SUPR Soup is a nutritious and flavourful soup range that combines health and taste in every serving.
Made with 100% real vegetables and enhanced with authentic flavours, the product offers a wholesome and convenient meal
option for health-conscious consumers.

The range is enriched with prebiotics and probiotics to support digestive wellness and is formulated without preservatives,
aligning with the growing consumer preference for clean-label and nutritious food products. SUPR Soup reflects Oleev
Kitchen's commitment to delivering innovative, healthy, and high-quality food solutions.

Consumer Division Performance for FY2025-26 was moderate owing to a significant reduction in branded oil prices. Demand has
started picking up in the branded oil and food division. EBITDA has improved on the back of Improved supply chain efficiency,
optimisation of manpower cost and reduced A&P expenses.

> In the bulk edible oil segment, the company manufactures and markets Rice Bran oil, Rice Bran wax and De-oiled cakes.

During the year, the Company continued to optimize its inventory management practices through the adoption of a leaner inventory
model. This has enabled a more agile response to commodity price movements and changing market conditions. Enhanced
procurement planning and improved inventory turnover have contributed to greater operational efficiency, better working capital
management, and a more resilient supply chain.

The Company has created niche, premium and differentiated brands in highly competitive categories of edible oils and healthy foods.
Our strong focus on quality, innovation, product differentiation and brand building has helped us stand out in a cluttered retail market,
with ‘Oleev’ becoming the No.1 “Goodness of Olive Oil" brand in India, with a fully backward-integrated portfolio of products.
Over the last decade, we have developed a pan-India distribution network across all channels of FMCG, including the upcoming Q-
Commerce, serving our consumers through all modes of online and offline retail across the country. We are a very proud Indian
company, manufacturing, and marketing world-class food products in India.

The Company is present on all e-commerce platforms including Amazon, Blinkit (Big Basket), Flipkart, Grofers and Jio Mart. Further,
the company is widely distributed in 3,000 organized modern retail outlets and also has around 450 distributors pan India with a
direct reach of about 50,000 retail stores, which will be used to penetrate further in healthy snaking foods category. Recently, the
Company has started food business with a few more large retail players like Spencer’s which will reflect in numbers in the coming
quarters.

> Ethanol Business : A step towards sustainable growth, Modi Naturals has diversified into ethanol manufacturing, with a state-
of-the-art greenfield Ethanol Plant being established in the State of Chhattisgarh under its 100% subsidiary, Modi Biotech

Private Limited. This project is in line with the company’s core values & commitment towards sustainable growth and will also
help the company have a diversified portfolio of businesses. This project is also in line with the Honourable Prime Minister of
India Shri Narendra Modi’s vision & roadmap for the Ethanol Blended Petrol (EBP) program with a target of 20% blending by
2025 Commenced the second phase of ethanol expansion, increasing capacity from 130 KLPD to 282 KLPD representing a
117% increase over the last two years and significantly strengthening our long-term operating platform, significantly
strengthening production capabilities. With this scale-up, we are well-positioned to capitalise on the growing demand in the
biofuel sector and drive long-term value creation.

Your Company is placed competitively in the industry and is determined to grow its market share and profitability sustainably through

focus on developing top-notch products coupled with extensive advertising and promotional campaigns.

OUTLOOK, OPPORTUNITIES, RISKS & CONCERNS
Indian Economy

Despite ongoing geopolitical uncertainties and global economic volatility, India remained one of the fastest-growing major economies
during FY 2025-26. Strong domestic consumption, sustained infrastructure spending, expanding digital adoption and resilient
macroeconomic fundamentals supported economic growth. India also achieved a significant milestone by becoming the world's
fourth-largest economy in nominal GDP terms. With a young population, rising income levels, rapid urbanisation and continued policy
reforms, India remains well-positioned to sustain its long-term growth trajectory and contribute meaningfully to global economic
expansion.

FMCG Industry

The FMCG industry witnessed healthy growth during FY 2025-26, supported by improving consumer sentiment and strong demand
across both rural and urban markets. In the quarter ended March 2025, the sector reported value growth of approximately 11%,
driven by a 5.1% increase in volumes and a 5.6% rise in prices. Rural demand emerged as a key growth driver, surpassing urban
growth for the first time in five quarters. Supported by favourable demographics, rising incomes, increasing premiumisation and
expanding digital and retail infrastructure, the FMCG sector remains well-positioned for sustainable long-term growth.

Indian edible oils Industry

India’s per capita consumption of edible oil is relatively low at 19-19.80 kg per year, compared to the global average of 24 kg per
year. However, with a growing population and increasing per capita consumption, demand for edible oils is expected to increase.
(Source: Technopak). As per industry estimates, even a 1 kg increase in per capita consumption implies an incremental demand
of over 1.4 million tonnes, offering significant headroom for market expansion.

Ready to cook & ready to eat segments in India

Having nearly doubled from approximately T4,200 crore in FY 2019-20 to around T8,400 crore by FY 2024-25, the combined

market for both segments continues to exhibit strong growth potential. The industry is expected to sustain its growth trajectory in
FY 2025-26, supported by favourable consumption trends, increasing product penetration, rising disposable incomes and growing
preference for branded and value-added offerings. The long-term outlook for the sector remains positive, driven by India's expanding
consumer Base and evolving consumption patterns.

Outlook

The fast-moving consumer goods (FMCG) industry is expected to grow at a CAGR of 27.9% from 2021 to 2027, reaching nearly
US$ 615.87 bn. This gain will be ascribed to the projected rise in rural demand as inflation slowly starts to decline. Urban demand
is also anticipated to remain steady, supporting the sector’s expansion. By 2025, the number of internet users in India is also
projected to reach 1 bn. As an estimated 40% of all FMCG consumption in India is done online, the e-commerce share of total FMCG
sales is expected to increase by 11% by 2030. (Source: CRISIL, IBEF)

The Company strives to leverage these opportunities and create innovative products that meet diverse consumer requirements.
Further, the Company’s expenditure on marketing and advertising would help to reinforce its brands.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

1. Modi Biotech Private Limited - Wholly Owned Subsidiary

Modi Biotech Private Limited (MBPL) was formed on 27^th April 2021 to set up a greenfield Ethanol Distillery at Raipur, Chhattisgarh.
MBPL has started its commercial production in November 2023.

The Company does not have any Joint Ventures or Associate Companies.

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, the Company has prepared consolidated financial statements of the Company and a separate statement
containing the salient features of financial statement of subsidiaries in Form AOC-1 forms part of this Report as Annexure “G”.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related
information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company
(www.modinaturals.com).

Internal Control Systems and its adequacy

The Company has adequate Internal Control System consistent with the nature of business and size of the operations, to effectively
provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable
statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed
and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against
approved budget on an ongoing basis.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy
and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

Risk Management

The Company has adopted Risk Management Policy to proactively take care of the internal and external risks of the company and
ensure smooth business operations. The company’s risk management policy ensures that all its material and compliance risk
exposures are properly covered, and the company’s business growth and financial stability is assured.

Human Resource and Industrial Relations

The Company lays great emphasis on proper management of human resources and believes that this is the most important
ingredient for achieving excellence in performance and sustainable growth. The Management of your Company put utmost efforts
to strengthen the existing work force and retaining them to enhance the human resource capability in the Company.

As on 31^st March 2026, the Company had 452 employees on its payroll. The Company’s industrial relations are cordial at all locations.

The Directors of your Company deeply appreciate the spirit and commitment of its dedicated team of employees.

SHARE CAPITAL

During the year under review, there is no change in the Capital Structure of the Company. The paid-up equity share capital as on
March 31, 2026 stood at Rs. 13,30,63,970 comprising of 13306397 equity shares of face value of Rs. 10/- each.

There was no public issue, rights issue, bonus issue. During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2026, none of the directors of the
Company holds any convertible instruments of the company.

PUBLIC DEPOSITS

During the year, the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed
as at 31^st March, 2026 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the or dinary
course of the business. During the year, there were no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the
Company.

There were no materially significant related party transactions made by the Company during the year that required shareholders’
approval under Regulation 23 of the Listing Regulations. The details of related party transactions are provided in Note 35 to
Standalone Financial Statements in accordance with the Accounting Standards.

Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of
Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in
“Annexure A” to this Report.

The Policy on RPTs as approved by the Board is uploaded on the Company’s website https://modinaturals.com/investor-relations/
STATUTORY AUDITORS

The Board of Directors recommends appointment of M/s B. Chhawcharia & Co, Chartered Accountants (ICAI FRN - 305123E) as
Statutory Auditors of the Company in place of M/s. Doogar & Associates, Chartered Accountants, (ICAI FRN - 000561N), who have
tendered their resignation as Statutory Auditors of the Company. The Board of Directors of the Company at its meeting held on
06.07.2026 have appointed M/s B. Chhawcharia & Co, Chartered Accountants, subject to approval of shareholders at ensuing Annual
General Meeting, to hold office from the conclusion of 52^nd Annual General Meeting till the conclusion of 57^th Annual General Meeting.

The Board recommends to the members of the Company for approval of the appointment of M/s B. Chhawcharia & Co, Chartered
Accountants, (ICAI FRN - 305123E) as the Statutory Auditors of the Company. Your Company has received a letter from M/s B.
Chhawcharia & Co, Chartered Accountants, to the effect that their appointment, if made, would be under the second and third
proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the
Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014

COST AUDITORS

The Board of Directors at their meeting held on 06^th July, 2026 appointed M/s. Manisha & Associates, Cost Accountants (FRNo. -
000321), as the Cost Auditor for conducting the Cost Audit for the financial year 2026-27. A resolution seeking members’ ratification
of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report for financial year 2025-26 will be
filed within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.

INTERNAL AUDITORS

The Board of Directors at their meeting held on 06^th July, 2026 appointed M/s. VMSS & Associates, Chartered Accountants, (ICAI
FRN - 328952E), as the Internal Auditor for conducting the Internal Audit for the financial year 2026-27.

SECRETARIAL AUDITORS' APPOINTMENT

Pursuant to the resignation of M/s Deepak Bansal & Associates, Company Secretaries, and in compliance with Regulation 24A of
the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules thereto, based on the recommendations of the
Audit Committee, the Board of Directors has appointed M/s. A.K. Verma & Co., Practising Company Secretary, (FCS 3945; CP 2568)
as the Secretarial Auditors for a term of 5 consecutive years i.e. from FY 2026-27 till FY 2030-31, subject to the approval of the
members of the Company. A resolution to this effect is included in the notice of the ensuing Annual General Meeting, which may
kindly be referred for more details.

SECRETARIAL AUDIT REPORT

M/s Deepak Bansal & Associates, Company Secretaries, has submitted Secretarial Audit Report for the financial year ended March
31, 2026 which is annexed herewith as “Annexure B”. The Secretarial Audit Report is self-explanatory and does not require any
further comments from the Board of Directors.

As required by Regulation 24A (1) of the SEBI (LODR) Regulations, 2015, a Secretarial audit report for the financial year ended
March 31, 2026 for its material unlisted subsidiary Company, namely Modi Biotech Private Limited received from M/s Rahul G &
Company, Company Secretaries is also annexed herewith as Annexure-C. The Secretarial Audit Report is self-explanatory and
does not require any further comments from the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, there is no change in the Directorship of the company.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Aditi Modi (DIN:01786037), Whole Time Director,
retires by rotation and being eligible has offered himself for re-appointment. The Board recommends the re-appointment of Mrs.
Aditi Modi.

The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standard
2 in case of appointment /re-appointment of the directors is provided in the AGM Notice.

Key Managerial Personnel

The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013 are Mr. Anil Modi, Chairman &
Managing Director, Mr. Akshay Modi, Joint Managing Director, Mrs. Aditi Modi, Whole Time Director, Mr. Pradeep Kapoor, Chief
Financial Officer and Mr. Rajan Kumar Singh, Company Secretary.

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and
Individual Directors of the Company.

The Board’s performance was evaluated based on criteria like Structure, Governance, Dynamics & Functioning, Approval & Review
of Operations, Financials, Internal Controls etc. The performance of the Independent Directors as well as Individual Directors
including the Chairman of the Board was evaluated based on the evaluation criteria laid down under the Nomination and
Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specified by the Board to the said
Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its
Committees, Independent Directors, and Individual Directors adhered to their applicable criteria.

SECRETARIAL STANDARDS

The Company had complied with the applicable Secretarial Standards issued by ICSI.

CSR INITIATIVES

Modi Naturals’ Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the
environment around us. CSR activities are carried out through registered trust (THINK POSITIVE). The Annual Report on CSR
activities is annexed herewith as “Annexure D”.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints
Committee (“ICC”) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual
harassment at the workplace.

During the financial year 2025-26 under review, the Company has complied with all the provisions of the POSH Act and the rules
framed thereunder. Further details are as follow:

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory
benefits to eligible women employees during the year.

MANPOWER STATUS AS ON 31^ST MARCH 2026

As on 31^st March 2026, the total strength of employees in the Company as per details is given below: -

DISCLOSURES:

1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Salient features of the Nomination and Remuneration Policy are disclosed in the Report on Corporate Governance.

3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor in their report: NIL

4. The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013
are given in Note-5 to the Standalone Financial Statements.

5. Disclosure as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
given in Note. 5 & 35 to the Standalone Financial Statements.

6. There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern
status and the Company’s operations in future.

7. 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 statements relate and the date of the report: NIL.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed
herewith as “Annexure E”.

9. Annual Return:

Annual Return in Form MGT-7 is available at the Company’s website www.modinaturals.com and the weblink:
https://modinaturals.com/compliance-reports/

10. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this
report.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the statement containing particulars of employees as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company
during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the
same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information.

11. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group
which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting
standards for annual results: Details are given in Note. 35 to the Standalone Financial Statements.

12. Number of other board of directors or committees in which a director is a member or Chairperson, including separately
the names of the listed entities where the person is a director and the category of directorship:

Disclosed in the Report on Corporate Governance as “Annexure F”.

13. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with
a confirmation by such director that there are no other material reasons other than those provided: Not Applicable

14. Business Responsibility Reporting: Not Applicable

15. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their financial position:

The information as required under the first proviso to sub-section (3) of Section 129 in Form AOC-1 is annexed herewith as
“Annexure G”.

16. Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section
143(12) of the Companies Act, 2013.

17. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all
debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving
mobilization of funds, whether in India or abroad:

18. Key Financial Ratios (Explanations for significant change i.e., change of 25% or more as compared to the immediately
previous financial year) : Refer Note 41 to Standalone Financial statements.

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

20. There was no instance of one-time settlement with any Bank or Financial Institution.

21. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a
detailed explanation thereof:

Your company re-affirms its commitment to good corporate governance practices. The company complies with corporate
governance requirements specified in Regulation 17 to 27 and Regulation 46 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate
Governance which forms a part of this Report, has been annexed herewith as "Annexure F".

The Chief Executive Officer/Managing Director and Chief Financial Officer have certified to the Board with regard to the financial
statements and other matters as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Practicing Company Secretary's Certificate regarding compliance of conditions of Corporate Governance, is
made a part of this Director’s Report. All the Board Members and Senior Management personnel have affirmed compliance with the
code of conduct for the year 2025-26.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, state that:

i. in the preparation of the annual accounts for the financial year ended March 31,2026, the applicable accounting standards have
been followed:

ii. 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
ended on March 31, 2026, and of the profit of the Company for the year ended on that date:

iii. the directors have 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:

iv. the directors have prepared the annual accounts on a going concern basis:

v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are
adequate and operating effectively: and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and such statements may be "forward-looking” within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied, important factors that could make a difference
to the Company's operations include economic conditions affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other
incidental factors.

ACKNOWLEDGEMENT

The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders,
Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors also
wish to place on record their appreciation to the employees at all levels for their continued co-operation and commitment.

for and on behalf of the Board
Sd/-
Anil Modi

Chairman & Managing Director

06^th July, 2026, New Delhi DIN:00187078