Your directors are pleased to present the 10^th Annual Report of Kotyark Industries Limited ("the Company"),
together with the Standalone and Consolidated Audited Financial Statements for the financial year ended
March 31, 2026.

The Annual Report provides a comprehensive review of the Company's business operations, financial
performance, and key developments during the year under review. The accompanying audited financial
statements present a true and fair view of the Company's financial position and performance for the financial
year ended March 31,2026, in accordance with the applicable provisions of the Companies Act, 2013 and the
Indian Accounting Standards (Ind AS). The Directors believe that this report offers the shareholders a
comprehensive understanding of the Company's operational and financial performance, significant
achievements, corporate governance practices, and future outlook.

FINANCIAL PERFORMANCE SUMMARY

The Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended
March 31, 2026, have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS)
prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules framed thereunder, the
requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and other applicable provisions of the Companies
Act, 2013 ("the Act").

The key highlights of the Company's standalone and consolidated financial performance for the financial year
ended March 31, 2026, are summarized below:

FINANCIAL PERFORMANCE

The key aspects of the Company's performance during the financial year 2025-26 are as follows:

I. Standalone Performance

• For the financial year ended 2025-26, the company's standalone revenue from operations reached ?
29,649.16 Lakhs. This represents an increase of 4.47% compared to the revenue of ? 28,380.87 Lakhs
recorded in the previous financial year, 2024-25.

• The Company's standalone EBITDA increased to ?4,457.90 lakh during FY 2025-26 from ?4,305.81 lakh in FY
2024-25, reflecting a growth of 3.53%.

• The standalone Profit After Tax (PAT) stood at f 1,615.29 lakh for FY 2025-26 as against f 1,421.29 lakh in FY
2024-25, representing a year-on-year growth of 13.65%.

II. Consolidated Performance

• For the financial year ended 2025-26, the consolidated revenue from operations was f 31,487.01 Lakhs,
compared to f 28,809.83 Lakhs in the previous year, 2024-25. This represents a growth of 9.29% over the
previous year.

• The consolidated EBITDA stood at f4,798.26 lakh for FY 2025-26 as compared to f4,339.83 lakh in the
previous financial year, reflecting a growth of 10.56%.

• The consolidated Profit After Tax (PAT) increased to f 1,936.40 lakh during FY 2025-26 from f 1,453.33 lakh
in FY 2024-25, representing a year-on-year growth of 33.24%.

TRANSFER TO GENERAL RESERVE

Your directors have not apportioned any amount to the General Reserves. Full amount of net profit is carried to
Reserve & Surplus account as shown in the balance sheet of the Company.

DIVIDEND

The Board of Directors of the Company, at its meeting held on April 27, 2026, recommended a Final Dividend of
f5.00 (Rupees Five Only) per equity share of f 10.00 each for the Financial Year 2025-26, subject to the approval
of the shareholders at the forthcoming Annual General Meeting of the Company. If approved by the
shareholders, the total dividend payout shall amount to f513.96 Lakhs.

The Final Dividend, if approved at the ensuing Annual General Meeting, shall be paid within the time prescribed
under the provisions of the Companies Act, 2013, subject to deduction of tax at source, wherever applicable.

Note: Consequent to the approval of the Bonus Issue by the Members of the Company through Postal Ballot on June 15, 2026,
the Final Dividend, if approved at the ensuing Annual General Meeting, shall be appropriately adjusted on the post-bonus
paid-up equity share capital, such that the overall dividend payout remains substantially unchanged.

Dividend Distribution Policy

The provisions relating to the mandatory formulation and disclosure of a Dividend Distribution Policy under
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable
to the Company. However, as a good corporate governance practice, the Company has voluntarily formulated
and adopted a Dividend Distribution Policy. The declaration and payment of dividend, if any, is considered and
recommended by the Board of Directors in accordance with the said Policy, subject to the applicable provisions
of the Companies Act, 2013 and the approval of the Members of the Company, wherever required.

The said Policy is available on the website of the Company and can be accessed at the following link:
https://www.kotyark.com/ files/ugd/e196d6 09b42d6499a04e099794ffe4b4af2608.pdf?index=true

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Details of outstanding and unclaimed dividends, previously declared and paid by your Company, are given
under the Corporate Governance Report, which forms part of this Annual Report.

SUBSIDIARIES, ASSOCIATE AND JOUINT VENTURE COMPANIES AND LLP

As on March 31,2026, Kotyark Industries Limited has the following subsidiaries:

During the year under review, Parth Renewable Energy LLP and Asia Bio Fuels LLP were incorporated on
December 12, 2025 and December 24, 2025, respectively, and the Company became a Partner and Designated
Partner in the said LLPs, thereby making them subsidiaries of the Company.

Further, subsequent to the closure of the Financial Year, with effect from April 01,2026, Kotyark Industries Limited
ceased to be a Partner and Designated Partner of Parth Renewable Energy LLP and Asia Bio Fuels LLP.
Consequently, the said LLPs ceased to be subsidiaries of the Company with effect from the aforesaid date.

Further, pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of
the financial statements of the subsidiary companies inAOC-1 is annexed to this Report as Annexure A.

The Company does not have any Associate Company or Joint Venture as on March 31,2026.

Further, pursuant to the provisions of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Policy for determining
Material Subsidiaries, which has been duly approved by the Board of Directors of the Company. The materiality
of a subsidiary is assessed at the end of each financial year, based on its audited financial statements for that
year. Based on the audited financial statements for the year ended March 31, 2026, Kotyark Bio Specialities
Limited has met the materiality threshold prescribed under Regulation 16(1)(c) of the Listing Regulations and,
accordingly, qualifies as a "Material Subsidiary" of the Company for the Financial Year 2026-27. No subsidiary of
the Company had qualified as a Material Subsidiary in the Financial Year 2025-26.

However, Kotyark Bio Specialities Limited does not meet the materiality threshold prescribed under Regulation
24A of the Listing Regulations, and accordingly, the requirement to annex the Secretarial Audit Report of Kotyark
Bio Specialities Limited is not applicable to the Company for the year under review. Except for Kotyark Bio
Specialities Limited as stated above, none of the other subsidiaries of the Company qualify as a "Material
Subsidiary" as defined under the Listing Regulations.

The weblink of the said Policy is provided in a separate section under the Corporate Governance Report, which
forms an integral part of this Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statements of the
Company, the Consolidated Financial Statements, together with the relevant documents, and the separate
audited financial statements of the subsidiary companies are available on the website of the Company. The
financial statements of the subsidiary companies shall also be kept open for inspection at the Registered Office
of the Company, in accordance with the applicable provisions of the Companies Act, 2013.

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013, the rules framed thereunder
and Regulation 33 of the Listing Regulations, the Consolidated Financial Statements presented by the Company
include the financial results of its subsidiary companies.

Further, pursuant to the provisions of Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies
(Accounts) Rules, 2014, the details of the performance and financial position of the subsidiary companies are
covered in the Audited Financial Statements, which form part of the Annual Report.

CHANGE IN REGISTERED OFFICE

During the year, there was no change in Registered Office of the Company.

CHANGE IN NATURE OF BUSINESS

During the year under review, the Company has not changed its business or object and continues to be in the
same line of business as per the main object of the Company.

SIGNIFICANT AND MATERIAL ORDERSA. Proceedings relating to Bio-Fuel Authority Registration and Related Matters — Swaroopganj Unit

During the year under review, the Company's registration with the Bio-Fuel Authority, Government of Rajasthan,
in respect of its manufacturing facility at Swaroopganj, Rajasthan, was valid up to July 31, 2022. The Company
applied for renewal of the said registration on July 6, 2022. On account of delay in grant of renewal, the Company
filed a writ petition before the Hon'ble Rajasthan High Court. Pursuant to the directions of the Hon'ble Court, the
Company remedied certain deficiencies and filed a fresh application within the stipulated timeline, and the

concerned authorities were directed to arrive at a decision within three weeks thereof. Despite the Company
having complied with the said directions and submitted all requisite documents within time, the renewal was not
granted and the matter remained pending. Consequently, the Company filed a subsequent writ petition before
the Hon'ble Rajasthan High Court, which remains pending as on the date of this Report.

During the pendency of the aforesaid petition, on July 2, 2025, officials of the concerned authorities,
accompanied by a Hon'ble Minister, inspected the Company's Swaroopganj unit and seized four storage tanks
containing raw material (Veg Ester) aggregating to 6,84,000 litres. Criminal proceedings were also initiated
against one of the Directors of the Company in connection with the said inspection. The Company approached
the Hon'ble Rajasthan High Court, which, vide its order dated August 26, 2025, permitted the Company to
continue its operations for the purpose of fulfilling its supply commitments to Oil Marketing Companies ("OMCs").
Separately, the concerned Director filed a writ petition seeking quashing of the criminal proceedings initiated
against him, and the Hon'ble Rajasthan High Court, vide its order dated August 6, 2025, stayed the said criminal
proceedings. Accordingly, the Company continues to operate its Swaroopganj unit and fulfil its supply
obligations to OMCs in compliance with applicable laws.

Based on the legal advice received by the Company and the interim relief granted by the Hon'ble Rajasthan
High Court, the Board of Directors is of the opinion that the aforesaid proceedings do not have any material
adverse impact on the going concern status or the operations of the Company. This assessment is also
corroborated by the fact that the Statutory Auditors have issued an unmodified opinion on the Standalone and
Consolidated Financial Results of the Company for the quarter and year ended March 31, 2026, with no
modification to their opinion arising from this matter. The Company shall continue to keep its stakeholders
informed of any material developments in this regard, as may be required under applicable laws and regulations.

B. Order admitting Corporate Insolvency Resolution Process against Global Medicines Limited

The Company, as successor-in-interest to Yamuna Bio Energy Private Limited (subsequently amalgamated with
Kotyark Industries Limited), had filed Company Petition (IB) No. 200 of 2021 under Section 9 of the Insolvency and
Bankruptcy Code, 2016, before the Hon'ble National Company Law Tribunal, Ahmedabad Bench, against M/s.
Global Medicines Limited ("Corporate Debtor"), in respect of an operational debt arising from goods supplied
during the period July 29, 2017 to February 1,2020, with the date of default being February 1, 2020. Vide order
dated December 5, 2025, the Hon'ble NCLT admitted the said application and initiated the Corporate Insolvency
Resolution Process ("CIRP") against the Corporate Debtor. The Company's claim as Operational Creditor has
been admitted by the Resolution Professional, and the Company is presently a member of the Committee of
Creditors constituted in the said CIRP. The CIRP is currently in progress, and various proceedings are pending
before the Hon'ble NCLT/NCLAT.

MATERIAL CHANGES AND COMMITMENT

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, there have been no material changes
or commitments affecting the financial position of the Company which have occurred between the end of the
financial year, i.e., March 31,2026, and the date of this Report.

MIGRATION TO MAINBOARD OF NSE AND DIRECT LISTING WITH MAINBOARD OF BSE

During the financial year under review, the Company completed the migration of its equity shares from the NSE
EMERGE Platform (SME Platform) to the Main Board of the National Stock Exchange of India Limited (NSE) and
obtained a direct listing on the Main Board of BSE Limited (BSE). The equity shares of the Company commenced
trading on the Main Boards of both the Stock Exchanges with effect from March 12, 2026.

The migration process was initiated pursuant to the approvals of the Board of Directors and the Members. The
Company's initial application submitted on January 28, 2025 was subsequently withdrawn due to the placement
of its equity shares under the Enhanced Surveillance Measure (ESM) framework and the resultant ineligibility to
pursue migration during the prescribed surveillance and cooling-off period.

Upon fulfilment of the applicable eligibility conditions, the Company submitted a fresh application on January
2026 and received the requisite approvals from NSE and BSE. Consequently, the equity shares of the Company
were admitted for trading on the Main Boards of both the Stock Exchanges with effect from March 12, 2026.

The Board of Directors places on record its appreciation to the Members, investors, regulatory authorities, stock
exchanges and all other stakeholders for their continued support and cooperation throughout the migration
process.

RECEIPT OF CERTIFICATE OF EXCELLENCE AWARD FRON UK

Mr. Gaurang Rameshchandra Shah, Chairman Cum Managing Director of Kotyark Industries Limited, has been
conferred the Certificate of Excellence by the World Book of Records, London at a prestigious ceremony held at
the House of Commons, UK Parliament, Palace of Westminster, London, on 26^th June 2026.

The event was attended by senior dignitaries and distinguished guests from around the world. Representing
Kotyark Industries Limited at the ceremony were Mr. Gaurang Shah (Chairman Cum Managing Director), Mrs.
Bhavini Shah (Non-Executive Director), and Ms. Dhruti Shah (Whole time Director).

The honour recognizes Mr. Shah's exceptional leadership and pioneering contributions to the renewable energy
sector, particularly for leading transformative advancements in biofuel production, promoting sustainable energy
solutions, fostering environmental responsibility, and creating lasting impact through innovation, technological
excellence, and visionary entrepreneurship.

This international recognition reflects Kotyark Industries Limited's unwavering commitment to innovation,
sustainability, and the advancement of clean energy technologies. The company continues to play a significant
role in supporting India's renewable energy mission while contributing to global environmental goals through
advanced biofuel solutions.

ARAI CERTIFICATION

During the year under review, your Company achieved a significant milestone in advancing its green energy
initiatives. Kotyark Industries Limited engaged the Engine Development Laboratory of the Automotive Research
Association of India (ARAI), a premier institute under the Ministry of Heavy Industries, Government of India, to
conduct extensive developmental and durability trials on B20 (20% blend) and B30 (30% blend) biodiesel fuels in
high-capacity generator sets.

The Draft Test Report was received on September 22, 2025, followed by the Final Development Test Report on
November 24, 2025.

Both pre-durability and post-durability emission trials confirmed that B20 and B30 biodiesel blends consistently
met the stringent CPCB IV emission norms.

Results demonstrated that B30 biodiesel blend functions as a cleaner, sustainable, and engine-safe alternative
to conventional diesel, with reduced greenhouse gas emissions, particulate matter, and improved environmental
compatibility.

The certification reinforces the Company's strategic focus on renewable energy and supports India's biofuel
mission to reduce dependency on fossil fuels.

This landmark certification strengthens your Company's position to cater to large-scale industrial and transport
sectors, actively supporting India's National Biofuel mission.

For the complete emission data sheets, technical parameters, and durability outcome metrics, stakeholders may
refer to the detailed disclosures submitted by the Company to the stock exchange:
https://nsearchives.nseindia.com/corporate/KOTYARK 25112025132307 ARAI Report.pdf.

ISO 9001:2015 CERTIFICATION

During the year, the Company was awarded the ISO 9001:2015 Quality Management System Certification by
QRO Certification LLP. The certification confirms that the Company's quality management system has been
independently assessed and found compliant with the requirements of ISO 9001:2015 for the manufacture and
supply of biodiesel and crude glycerin.

The certification, bearing Certificate No. 3050251016110Q, was issued on October 16, 2025 and is valid up to
October 15, 2028, subject to successful periodic surveillance audits. The first and second surveillance audits are
due on October 15, 2026 and October 15, 2027, respectively.

QRO Certification LLP is an independent third-party management-system certification body. It undertakes
assessment and certification of organisations against recognised management-system standards, including ISO
9001:2015. The certification reflects the Company's commitment to consistent quality processes, continual
improvement, customer focus and operational excellence in its biodiesel and crude glycerin operations.

CARBON CREDIT

Kotyark Industries Limited has received approval for the registration and issuance of Carbon Credits under Verra,
a leading global standard for Carbon certification. This landmark accomplishment earmarks Kotyark Industries
Limited as the first Indian company in the Bio Diesel sector to be acknowledged this achievement.

The approval of carbon credits is a testament to our commitment to sustainability and environmental
responsibility. Our Company has consistently led the charge in implementing innovative and eco-friendly
practices within the Bio Diesel industry, and this acknowledgment by the pertinent authorities further solidifies our
position as a pioneer in this domain.

By adopting innovative and eco-friendly practices, Kotyark Industries Limited has successfully earned 57,874
carbon credits from the period of 15th September 2020 to 31st March 2022 as per confirmation mail received
from Verra registry dated 02nd March 2024. This feat is not only a testament to our dedication towards minimizing
our environmental footprint but also establishes us as a leader in the sustainable evolution of the Bio Diesel sector.
This accomplishment is not only a reflection of our company's ethos but also underscores our commitment to
contributing to the larger national and global environmental goals. We firmly believe that sustainability serves as
a fundamental driver for long-term success, and we remain dedicated to playing our role in fostering a greener
and more sustainable future.

We are confident that this milestone, coupled with the prospect of accruing additional income over the ensuing
of approx.- 21 years, will be met with favor by the company and our stakeholder.

CERTIFICATE OF RECOGNITION ON CARBON CREDIT

Kotyark Industries Limited has received a Certificate of Recognition from Infinite Solutions, an esteemed
international Environment & Sustainability Consulting Company. This recognition acknowledges Kotyark Industries
Limited as the world's first project to produce biodiesel registered under the Voluntary Carbon Mechanism (VCS,
GS, GCC, etc.), with Project ID: VCS 3095.

Infinite Solutions is the first company from India to join the Carbon Neutral Initiative by the UNFCCC, reinforcing
our commitment to sustainability and environmental responsibility. More information about Infinite solution can
be access by clicking on: https://infisolutions.org.

This recognition is a significant milestone for our company and reflects our dedication to innovative and
sustainable practices in the biodiesel sector. We believe this achievement will enhance our reputation in the
market and support our ongoing efforts towards sustainable development.

ACQUISITION OF LAND

During the year, the Company acquired land in Rajasthan from RIICO for an aggregate consideration of Approx.
? 73.59 lakh. Further, Kotyark Bio Specialities Limited, a subsidiary of the Company, acquired land for Approx. ?
46.48 lakh. These acquisitions represent a strategic development towards strengthening the Group's industrial
presence and supporting its future operational and expansion requirements in the renewable-energy and biofuel
business.

CREDIT RATING

The Company has obtained credit ratings from India Ratings and Research, a reputed credit rating agency and
a Fitch Group Company, for its various banking facilities. India Ratings assigned:

IND BBB / Stable for Fund-based working capital limits of ?765 million and Term Loan of ?175 million

IND A3 for Non-fund-based working capital limits of ?60 million

The assigned ratings reflect the Company's steady financial performance, comfortable credit metrics, and
expected revenue visibility supported by the Government of India's biodiesel blending programme. The detailed
rationale is available on the India Ratings website.

OMC ORDER

During the F.Y. 2025-26, Kotyark Industries Limited has applied for the Tender of Supply of Bio diesel issued by the
OMC for various location in india and the company has been awarded with the allocation of the order of supply
of Bio diesel against their tender application and the same has been already disseminated with the exchange
for the public information. The details of the OMC Order received during the FY 2025-26 by the Company
mentioned below:

*Approx value did not include GST and Transportation Charges.

**In this cycle of Tender which was published in March 2025 and October 2025, the Oil Marketing Companies (OMCs) issued
LOIs directly, without releasing a separate allotment sheet.

***In this cycle of Tender which was published in July 2025 Tender, Oil Marketing Companies (OMCs) issued an allocation
sheet before releasing the Letters of Intent (LOIs).

Note: The Company shall receive the Letter of Indent(LOI) and Purchase Order (PO) in due course. The supply of
bio diesel is subject to the company receiving LOI (Supply order) within the reasonable time period before expiry
date mentioned in respective PO. Historically, we have observed that LOI for some of the allocation quantity
were not received.

SHARE CAPITAL STRUCTUREAuthorized Share Capital

During the Financial Year under review, there was no change in the Authorized Share Capital of the Company.
As at March 31,2026, the Authorized Share Capital of the Company stood at ?23,00,00,000 (Rupees Twenty-Three
Crore Only), divided into 2,30,00,000 (Two Crore Thirty Lakh) Equity Shares of ?10 (Rupees Ten Only) each.

Subsequent to the closure of the Financial Year, the Authorized Share Capital of the Company was increased
from ?23,00,00,000 (Rupees Twenty-Three Crore Only), divided into 2,30,00,000 (Two Crore Thirty Lakh) Equity
Shares of ?10 (Rupees Ten Only) each, to ?200,00,00,000 (Rupees Two Hundred Crore Only), divided into
20,00,00,000 (Twenty Crore) Equity Shares of ?10 (Rupees Ten Only) each, pursuant to an Ordinary Resolution
passed by the Members of the Company through Postal Ballot, for which the remote e-voting period was
conducted from May 17, 2026 to June 15, 2026.

Accordingly, as on the date of this Report, the Authorized Share Capital of the Company stands at ?200,00,00,000
(Rupees Two Hundred Crore Only), divided into 20,00,00,000 (Twenty Crore) Equity Shares of ?10 (Rupees Ten
Only) each.

Issued, Subscribed and Paid-up Share Capital

During the Financial Year under review, there was no change in the Issued, Subscribed and Paid-up Share Capital
of the Company. As at March 31,2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood
at ?10,27,91,160 (Rupees Ten Crore Twenty-Seven Lakh Ninety-One Thousand One Hundred Sixty Only),
comprising 1,02,79,116 (One Crore Two Lakh Seventy-Nine Thousand One Hundred Sixteen) Equity Shares of ?10
(Rupees Ten Only) each.

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on May 14, 2026,
recommended the issue of Bonus Equity Shares in the ratio of 10:1, i.e., 10 (Ten) Bonus Equity Shares of ?10 each
for every 1 (One) existing fully paid-up Equity Share of ?10 each held by the Members of the Company. The
proposal was approved by the Members through an Ordinary Resolution passed by way of Postal Ballot, the
results of which were declared on June 15, 2026.

Thereafter, the Company received the requisite in-principle approvals from BSE Limited and the National Stock
Exchange of India Limited for the proposed Bonus Issue. The Board of Directors, at its meeting held on June 25,
2026, approved the allotment of 10,27,91,160 Bonus Equity Shares of ?10 each in the ratio of 10:1 to the eligible
Members whose names appeared in the Register of Members/Register of Beneficial Owners as on June 24, 2026,
being the Record Date fixed for the purpose. The Bonus Equity Shares were subsequently listed and admitted for
trading on the Main Boards of BSE Limited and the National Stock Exchange of India Limited with effect from
June 29, 2026.

Consequent upon the aforesaid Bonus Issue, the Issued, Subscribed and Paid-up Share Capital of the Company
increased from ^10,27,91,160, comprising 1,02,79,116 Equity Shares of ?10 each, to ?113,07,02,760, comprising
11,30,70,276 Equity Shares of ?10 each.

Other Capital Related Matters

During the period under review, your Company has not bought back any of its securities / has not issued any
Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under
Employee stock option plan and there has been no change in the voting rights of the shareholder.

DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

As at March 31,2026, there were no outstanding Equity Shares lying in the Demat Suspense Account / Unclaimed
Suspense Account of the Company. Accordingly, the disclosure requirements relating to the Demat Suspense
Account / Unclaimed Suspense Account are not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2026, the Board of Directors of your Company was duly constituted with an appropriate balance
of Executive Directors, Non-Executive Directors and Independent Directors. The Board has identified the requisite
skills, expertise and competencies of its Directors in the context of the Company's business for its effective
functioning.

The details relating to the composition of the Board and its Committees, tenure of Directors, and the key skills,
expertise and core competencies of the Directors are provided in the Corporate Governance Report, which
forms part of this Annual Report.

The Members may refer to the details of the composition of the Board and its Committees available on
company's website at: https://5102679a-74da-4c25-9d44-

7cf38377b56c.usrfiles.com/ugd/510267 57a97f9dc4f24b25aa0fe2954f67685e.pdf

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the
number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Appointment/Cessation/Change in Designation of Directors

During the year under review, following changes took place in the constitution of the Board of Directors of the
Company:

Appointment, Re-appointment & Cessation of Directors

During the Financial Year 2025-26;

• Ms. Rashmi Kamlesh Otavani (DIN: 06976600) was appointed as an Additional Director (Non-Executive
Independent) w.e.f. January 21,2025. Her appointment as a Non-Executive Independent Director for a term
of five (5) consecutive years, from January 21,2025 to January 20, 2030, was subsequently approved by the
Members by way of a Special Resolution passed through Postal Ballot Notice dated April 19, 2025.

Subsequently, Ms. Rashmi Kamlesh Otavani tendered her resignation from the office of Non-Executive
Independent Director of the Company with effect from November 13, 2025, due to personal reasons and
personal commitments. She also confirmed that there were no other material reasons for her resignation.

• The Members of the Company at the Annual General Meeting held on Monday, September 29, 2025,
approved the re-appointment of the following Directors:

1. Mr. Gaurang Rameshchandra Shah (DIN: 03502841) as Chairman cum Managing Director of the
Company;

2. Mrs. Dhruti Mihir Shah (DIN: 07664924) as Whole-time Director of the Company;

3. Mrs. Bhaviniben Gaurang Shah (DIN: 06836934) as Non-Executive Non-Independent Director of the
Company;

4. Mr. Akshay Jayrajbhai Shah (DIN: 02305337) as an Independent Director of the Company; and

5. Mr. Harsh Mukeshbhai Parikh (DIN: 09260282) as an Independent Director of the Company,

for their respective terms in accordance with the provisions of the Companies Act, 2013, the Rules made
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

• Mr. Viral Mukeshbhai Mamtora (DIN: 08440935), as an Additional Director (Independent Non-Executive), of
the Company w.e.f January 29, 2026.

Subsequent to the close of the financial year, the Members approved the appointment of Mr. Viral Mukeshbhai
Mamtora as a Non-Executive Independent Director of the Company for a term of one (1) year, commencing
from January 29, 2026 and ending on January 28, 2027, by way of a Special Resolution passed through Postal
Ballot, the results of which were declared on April 23, 2026.

Except for the above, there was no change in the composition of the Board of Directors or the Key Managerial
Personnel of the Company during the financial year ended March 31,2026.

Re-appointment of Director retiring by rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act,
2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Dhruti Mihir Shah
(DIN: 07664924), Whole-time Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and,
being eligible, has offered herself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
recommends the re-appointment of Mrs. Dhruti Mihir Shah as a Whole-time Director, liable to retire by rotation,
for the approval of the Members at the ensuing AGM.

The requisite disclosures pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard on General Meetings (SS-2)
and other applicable provisions are provided in the Notice convening the 10th Annual General Meeting of the
Company.

Disclosure by Directors

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

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the
number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Declaration by the Independent Directors

The Company has received declarations from all the Independent Directors confirming that they continue to
meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act")
and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). The Independent Directors have also confirmed
compliance with the provisions of Schedule IV to the Act and the Company's Code of Conduct.

The Independent Directors have further confirmed that they are not aware of any circumstances or situations
that exist or may reasonably be anticipated to impair or impact their ability to discharge their duties with an
objective and independent judgment or without any external influence.

In accordance with Section 149(7) of the Act, the requisite declarations have been received from all the
Independent Directors. Further, all the Independent Directors of the Company have registered their names in the
Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs ("IICA").

Based on the declarations received and after carrying out the prescribed assessment, the Board is of the opinion
that all the Independent Directors possess the requisite integrity, qualifications, experience, expertise and
proficiency and fulfil the conditions specified under the Act and the Listing Regulations. The Board further confirms
that the Independent Directors are independent of the Management and continue to discharge their duties
and responsibilities effectively.

A separate meeting of Independent Directors was held on March 24, 2026 to review the performance of Non¬
Independent Directors and Board as whole and performance of Chairperson of the Company including
assessment of quality, quantity and timeliness of flow of information between Company management and
Board.

Composition of Key Managerial Personnel (KMP)

During the year under review, there was no change in the Key Managerial Personnel of your Company.

As on the date of this report, the following are KMPs of your Company as per Sections 2(51) and 203 of the Act:

• Mr. Gaurang Rameshchandra Shah - Chairman cum Managing Director of the Company.

• Mrs. Dhruti Mihir Shah - Whole time Director & Chief Financial Officer of the Company.

• Mr. Bhavesh Nagar - Company Secretary and Compliance Officer of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, in relation to financial statements of the
Company for the year ended 31 March 2026, the Board of Directors to the best of their knowledge and ability,
confirm that:

• In preparation of annual accounts for the year ended March 31,2026, the applicable accounting standards
have been followed and that no material departures have been made from the same;

• 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 or loss of the Company for that year;

• The Directors 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;

• The Directors had prepared the annual accounts for the year ended March 31,2026 on going concern basis.

• The Directors had laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and

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

BOARD MEETING

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the
Company. Additional Board meetings are convened, as and when required, to discuss and decide on various
business policies, strategies and other businesses. The Board meetings are generally held at registered office of
the Company.

During the year under review, Board of Directors of the Company met 19 (Nineteen) times i.e. April 04, 2025; April
23, 2025; May 23, 2025; July 03, 2025; July 24, 2025; September 06, 2025; October 27, 2025; November 6, 2025;
November 13, 2025; December 05, 2025; December 24, 2025; January 17, 2026; January 29, 2026; February 05,
2026; February 19, 2026; February 21,2026; March 05, 2026; March 20, 2026; March 24, 2026.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the
Corporate Governance Report, which forms part of this Annual Report.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of Section 134(3) (p) the Companies Act, 2013 read with Rule 8(4)
of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the
basis of the criteria such as the board composition and structure, effectiveness of board processes, information
and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs
in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent
directors, performance of the board as a whole and performance of the chairman, taking into account the
views of executive directors and non-executive director Performance evaluation of independent directors was
done by the entire board, excluding the independent director being evaluated

The Performance Evaluation Policy, as adopted by the Board of Directors, is placed on the website of the
Company at:

https://www.kotyark.com/ files/ugd/e196d6 e2510acb62294c0cb8dcff781b6fd5df.pdf?index=true.

COMMITTEES OF BOARD

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ‘SEBI (LODR)
Regulations, 2015') and as part of the best governance practice, the Company has constituted following
Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

Details of all the committees such as terms of reference, composition and meetings held during the year under
review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Vigil Mechanism

Your Company has established a Vigil Mechanism and formulated a Whistle Blower Policy to provide a secure
and confidential platform for employees to report concerns related to unethical behavior, actual or suspected
fraud, or violations of the Company's Code of Conduct.

The policy fosters a culture of openness and accountability by encouraging employees to raise genuine
concerns or grievances without fear of retaliation. Adequate safeguards are in place to protect whistle blowers
from any form of victimization for reporting such concerns in good faith. In exceptional cases, the policy provides
for direct access to the Chairman of the Audit Committee, ensuring impartial handling of critical matters.

The Audit Committee periodically reviews the functioning and effectiveness of the vigil mechanism. During the
year under review, no whistle blower was denied access to the Audit Committee. The Whistle Blower Policy is

available on the Company's website and can be accessed at:https://e196d629-fce8-4a58-b231-
0ff5fa59c17a.usrfiles.com/ugd/e196d6 ff858a18cf0c4f909ae622d50a563550.pdf

[NOMINATION AND REMUNERATION POLICY / POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on
appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel,
including the criteria for determining qualifications, positive attributes, independence of a director and other
matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It
enables the Company to attract motivated and retained manpower in competitive market, and to harmonize
the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration
by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the
Nomination and Remuneration Committee within the salary scale approved by the members and are effective
from April 01, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of
the Company at:

https://www.kotyark.com/ files/ugd/e196d6 9e5f810046294406bb232fc6954fe673.pdf?index=true.
REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the FY 2025-26 to Executive Directors/Directors of the
Company is provided in Annual Return, i.e. Form MGT-7 which is uploaded on website of Company, i.e. at
https://www.kotvark.com/annual-returnsand in Corporate Governance Report forming part of this report

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2026.

PUBLIC DEPOSIT

Your company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank
of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act
and the Rules there under are not applicable.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties are placed before the Audit Committee for its prior approval. The Company
obtains omnibus approval from the Audit Committee for Related Party Transactions which are repetitive in nature
and are entered into in the ordinary course of business.

During the Financial Year 2025-26, all transactions with Related Parties were undertaken at arm's length basis and
in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act,
2013 ("Act") and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and the Company's Policy on Related Party Transactions.

During the Financial Year under review, the Company has entered into material Related Party Transactions in
accordance with the applicable provisions of the Act and the Listing Regulations. The details of the contracts or
arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed FormAOC 2, are
annexed to this Report as Annexure B and form part of this Annual Report.

The Company's Policy on Related Party Transactions provides a framework for identifying Related Parties,
determining the materiality of transactions, obtaining requisite approvals and ensuring appropriate disclosures in
accordance with the applicable statutory and regulatory requirements. The Policy on Related Party Transactions
is available on the Company's website at:

https://www.kotyark.com/ files/ugd/e196d6 3f68d771057443fdb9291a5ec2f55a01.pdf

Pursuant to Regulation 23 of the Listing Regulations, the Company has made the requisite disclosures of Related
Party Transactions to the Stock Exchanges in the prescribed manner and within the applicable timelines.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the
ratio of the remuneration of each director to the median remuneration of the employees is annexed to this
Report asAnnexure C.

Further, the information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the
said Rules, in respect of the top ten employees in terms of remuneration drawn and other particulars of
employees, is not applicable to the Company during the year under review. Accordingly, no separate annexure
in this regard has been included as part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility)
Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under
CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the financial year 2025-26, as required under Rule 8 of the
Companies (Corporate Social Responsibility) Rules, 2014, are annexed asAnnexure D and forms part of this
report.

During the Financial Year 2025-26, the amount required to be spent by the Company towards CSR activities
under Section 135(5) of the Act did not exceed ?50 lakh. Accordingly, pursuant to Section 135(9) of the Act, the
requirement for constitution of a CSR Committee was not applicable to the Company and the functions of the
CSR Committee were discharged by the Board of Directors.

The Corporate Social Responsibility Policy, as adopted by the Board of Directors, is placed on the website of the
Company athttps://www.kotyark.com/ files/ugd/e196d6 591069c! 1ed540f091ecbd99fb3253d3.pdf

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and
outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, as amended, is provided as Annexure E forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 a review of the performance of the Company for the year under review, Management Discussion and
Analysis Report is presented in a separate section which is annexed to this Report asAnnexure F.

CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve
and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder
value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor
to enhance long-term shareholder value and respect minority rights in all our business decisions.

Your Company is committed to maintaining high standards of corporate governance and adhering to the
applicable principles and requirements prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").

In accordance with the applicable provisions of Schedule V of the Listing Regulations, the detailed Report on
Corporate Governance, along with the certificate issued by a Practising Company Secretary confirming
compliance with the applicable conditions of Corporate Governance, forms part of this Annual Report and is
annexed to the Board's Report asAnnexure G.

AUDITORS & AUDITORS' REPORT
Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as
amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has
appointed M/s. Ravi Shah & Co., Chartered Accountants, Nadiad, [ICAI Firm Registration No.- 121394W], as the
Internal Auditors of the Company for the financial year 2025-26.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the
Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications
hence, do not call for any further explanation/s by the Company.

Statutory Auditor and their Report

M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmedabad (Firm Registration No. 106041W/W100136),
were appointed as the Statutory Auditors of the Company at the conclusion of the 08th Annual General Meeting
("AGM") held on September 27, 2024, to hold office for a term of two (2) consecutive years. Accordingly, their
present term of office shall expire at the conclusion of the ensuing 10th AGM of the Company.

The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements of the Company for
the financial year ended March 31, 2026, forms part of this Annual Report. The Audit Reports issued by the
Statutory Auditors contain an unmodified opinion and are self-explanatory. They do not contain any
qualification, reservation, adverse remark or disclaimer. Further, the Statutory Auditors have not reported any
fraud under Section 143(12) of the Companies Act, 2013.

The Company has received a communication from M/s. Manubhai & Shah LLP stating that, upon completion of
their present tenure, they would not offer themselves for re-appointment as the Statutory Auditors of the
Company, considering their existing professional commitments and the logistical constraints associated with the
location of the Company's operations. The Board places on record its appreciation for the valuable services
rendered by M/s. Manubhai & Shah LLP during their tenure as the Statutory Auditors of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the
appointment of M/s. Talati & Talati LLP, Chartered Accountants, Ahmedabad (Firm Registration No.
110758W/W100377), as the Statutory Auditors of the Company for a period of one (1) year, commencing from
the conclusion of the 10th AGM until the conclusion of the 11th AGM of the Company, subject to the approval
of the Members at the ensuing AGM, at such remuneration as may be determined by the Board of Directors on
the recommendation of the Audit Committee.

The Company has received the written consent and a certificate from M/s. Talati & Talati LLP confirming that
they are eligible for appointment as the Statutory Auditors of the Company in accordance with the provisions of
Sections 139, 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, and that their proposed appointment, if made, shall be in accordance with the
applicable provisions of the Companies Act, 2013.

Maintenance of Cost Record and Cost Audit

The Company is not required to maintain cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies act, 2013. Accordingly, such accounts and records are not made and
maintained by the Company.

Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act") read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mittal
V. Kothari & Associates, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditors of the
Company for a term of five (5) consecutive financial years, commencing from the financial year 2025-26 and

ending with the financial year 2029-30. The appointment was approved by the Members through Postal Ballot,
the remote e-voting for which was conducted from March 25, 2026 to April 23, 2026.

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company is seeking the approval of the
Members at the ensuing 10^th Annual General Meeting for ratification of the appointment of M/s. Mittal V. Kothari
& Associates as the Secretarial Auditors of the Company for the remaining term of four (4) consecutive years,
i.e., from the financial year 2026-27 to 2029-30.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, issued by M/s. Mittal V.
Kothari & Associates, forms part of this Annual Report asAnnexure H. The said Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, issued by M/s.
Mittal V. Kothari & Associates through its Proprietor, Ms. Mittal V. Kothari, forms part of this Annual Report as
Annexure G1.

The Company has voluntarily included the Secretarial Compliance Report in the Annual Report as a measure of
good governance and enhanced transparency.

There have been few common annotations reported by the above Secretarial Auditors in their Report with
respect to:

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors, Internal Auditors, or the Secretarial Auditors have
reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed by the
Company or against your Company by its officers or employees, the details of which would need to be
mentioned in the Boards' report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control system, which ensures that all the assets of the Company are
safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The
internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial
statements commensurate with the size and nature of operations of the Company. During the year, such controls
were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting
was observed.

SECRETARIAL STANDARDS OF ICSI

In line with good governance practices, the Company has established appropriate systems and controls to
ensure adherence to the Secretarial Standards issued by the Institute of Company Secretaries of India. The
effectiveness and adequacy of these systems have been periodically reviewed. The Company has complied
with all applicable Secretarial Standards during the financial year.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act 2013 read with rule 12 of the
Companies (Management and Administration) Rules, 2014 including amendments thereunder. The Annual
Return for the Financial Year 2025-26 is available on the website of the Company and can be accessed at
https://www.kotvark.com/annual-returns.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of
Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the
Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land
where we operate. The Company is committed to creating and maintaining a safe and conducive work
environment to its employees without fear of sexual harassment, exploitation and intimidation. Further, the
company has complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review,

The Anti-Sexual Harassment Policy, as adopted by the Board of Directors, is placed on the website of the
Company athttps://www.kotyark.com/ files/ugd/e196d6 55fc72978e0147fda0262a7df2d6f58c.pdf?index=true

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features
of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the
concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received
through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has
not received any complaint on the SCORES during financial year 2025-26 Link:https://scores.sebi.gov.in/.

SEBI SMART ODR

Securities and Exchange Board of India ("SEBI") has pursuant to circular no. SEBI/HO/OIAE/OIAE_IAD-
1/P/CIR/2023/131 on July 31, 2023 as amended by corrigendum ref. no. SEBI/HO/OIAE/OIAE_IAD-
1/P/CIR/2023/135 dated August 4, 2023, and further a master circular no. SEBI/HO/OIAE/OIAE_IAD-
1/P/CIR/2023/145 dated August 11, 2023 ("Master Circular") introduced a common Online Dispute Resolution
("ODR") Portal to facilitate online resolution of all kinds of disputes arising in the Indian Securities Market. The
dispute resolution through the ODR Portal can be initiated when within the applicable law of limitation.

The SMART ODR Portal has been setup by the 7 Market Infrastructure Institutions (MII's) together with the
participation of reputed ODR Institutions

Process to follow by Shareholders for their grievances / complaints / disputes:

Notes:

This is to clarify that the shareholder(s) may directly initiate dispute resolution through the ODR portal without
having to go through SCORES portal, if the grievance lodged with the Company is not resolved satisfactorily.

It may be noted that the dispute resolution through the ODR portal can only be initiated if such complaint /
dispute is not pending under Level 1 or Level 2 or before any arbitral process, court, tribunal, or consumer forum
or if the same is non-arbitrable under Indian law

There is no fee for registration of complaints / disputes on the ODR portal. However, the process of conciliation /
arbitration through ODR portal may attract a fee and the same shall be borne by the concerned shareholder /
listed entity / its RTA (as the case may be)

The Master Circular for Online Dispute Resolution issued by SEBI has been uploaded on the website of the
Company and can be accessed at:https://www.kotvark.com/smart-odr.

Details Of Complaints / Queries Received and Redressed During April 01, 2025 to March 31,2026

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the
Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy
of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing
with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the
Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.

The Insider Trading Policy of the Company covering the "Code of practices and procedures for Fair disclosures
of unpublished price sensitive information" is available on the website
https://www.kotyark.com/ files/ugd/510267 c2a56a1581b54367927c0fb8443ba5dc.pdf

Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the
relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations'). The
Company has installed SDD Services. Company regularly updates entries in this software and submitted report
quarterly to stock exchanges under Regulation 3(5) & (6) of PIT Regulations.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2025-26, there was no application made and proceeding initiated / pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact
of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability
of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor
and manage both business and non-business risks. At present, the Company has not identified any element of
risk which may perceptibly threaten the existence of the Company.

The Risk Management Policy, as adopted by the Board of Directors, is placed on the website of the Company
athttps://www.kotyark.com/ files/ugd/e196d6 1abf9da49be447128e226e9c71426df8.pdf?index=true.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our offices and establishments.
COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed
during the year.

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 ALONG WITH THE
REASONS THEREOF

No such incidence took place during the year.

|WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has
maintained a functional website namely "www.kotvark.com" containing information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and
information of the designated officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company etc.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134
(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act
and Listing Regulations, to the extent the transactions took place on those items during the year. Your Directors
further 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;

Issue of Equity Shares with differential rights as to dividend, voting or otherwise; Issue of shares (including sweat
equity shares) to employees of the Company under any scheme save and ESOS; There is no revision in the Board
Report or Financial Statement;

GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those
Members whose email addresses are registered with the Company/ Depositories. Members may note that the
Notice and Annual Report 2025-26 will also be available on the Company's websitewww.kotyark.com.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the
employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve
good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by
the banks, government, business associates and the shareholders for their continued confidence reposed in the
Company and look forward to having the same support in all future endeavor.

Registered office: For and on behalf of Board of Directors

2^nd Floor, A-3 Shree For, Kotyark Industries Limited

Ganesh Nagar Housing
Society, Ramakaka
Temple Road, Chhani,

Vadodara-391740

Sd/- Sd/-

Dhruti M. Shah Gaurang R. Shah

Place: Vadodara Whole time Director & Chief Financial Officer Chairman cum Managing Director

Date: July 30, 2026 DIN:07664924 DIN: 03502841