Your Board of Directors are pleased to present the 39^th Annual Report on the business and financial operations of your
company together with the Audited Financial Statements for the Financial Year ended on March 31, 2026.

A. FINANCIAL PERFORMANCE

The financial statements of the Company are in accordance with the Indian Accounting Standards - IND AS and as per
the provision of Section 133 of the Companies Act, 2013 (the ‘Act’) read with Companies (Accounts) Rules, 2014 and
amendments thereof. The standalone financial highlights of the Company for the financial year ended 31^st March, 2026
are summarized below:

Notes-The figures mentioned in the table above are extracted from the financials of the Company.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR OF COMPANY’S
AFFAIR

During the year under review, Revenue from operations and Other Income of the Company stood at Rs. 1161.88 Lacs
showing increasing trend over the previous year Revenue from operations and Other Income Rs. 10.00 Lacs.
Profit/(Loss) before tax has increased and stood at Rs. (274.28) Lacs as compared to previous year Profit/(Loss) before
tax of Rs. (104.17) Lacs and Net Profit/(Loss) also increased and stood at Rs. (274.28) Lacs as compared to previous year
Net Profit/(Loss) of Rs. (104.17) Lacs.

On a consolidated basis, the total revenue stood at Rs. 1161.88 Lacs as compared to previous year figures of Rs. 10.00
Lacs and Profit/(Loss) for the year stood at Rs. (327.51) Lacs as compared to previous year Profit/(Loss) Rs. (104.17)
Lacs. Our Company is under the good management guidance and control that help continued in achieving the targets of
cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year under review.

DIVIDEND

The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31,
2026.

CAPITAL STRUCTURE

The issued, subscribed and paid- up Equity Share Capital of the Company is 'Rs. 2,92,72,000/- comprising of
29,27,200 Equity Shares of 10/- each.

Further, during the year under review, your Company has neither issued any shares with differential voting rights nor
has granted any sweat equity shares.

Authorized Share Capital - Rs. 3,50,00,000/-.

AMOUNT TO BE TRANSFERED TO RESERVE

The Board of your Company does not propose to transfer any amount to the General Reserve and has decided to retain
the entire amount of profit for the Financial Year 2025-2026 in the profit and loss account.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the March 31, 2026. The Company has not
received any unsecured loan from director during the financial year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Following are the particulars of details of Subsidiaries, Joint Ventures and Associates as on March 31, 2026:

PAYMENT OF LISTING FEES

Annual Listing Fee for the year 2025-2026 has been paid by the Company to BSE Limited where the shares of the
Company are listed.

INDIAN ACCOUNTING STANDARDS (IND AS)

As mandated by the Ministry of Corporate Affairs, the financial statements of the Company for the financial year
2025-2026 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013
read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices
and policies to the extent applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kailash Chand Dhaksiya (DIN: 05120584), Non-Executive Non Independent Director of the Company retires by
rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself
for re-appointment.

A resolution seeking Shareholders’ approval for her re-appointment along with other required details forms part of the
Notice.

PARTICULARS OF CHANGE IN THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
DURING THE YEAR AND AS ON DATE OF THE BOARD REPORT.

As on March 31, 2026, there were no changes in the composition of the Board of Directors of the Company. However,
subsequent to the close of the financial year and up to the date of this Report, based on the recommendation of the
Nomination and Remuneration Committee at its meeting held on May 30, 2026, the Board of Directors at its meeting
held on May 30, 2026, has approved the following appointments, subject to the approval of the shareholders at the
ensuing General Meeting

1. Mr. Yogendra Singh Bhati (DIN: 11621123) has been appointed as an Additional Director in the category of Non¬
Executive Non Independent Director of the Company with effect from May 30, 2026, to hold office up to the date of the
ensuing Annual General Meeting. Subject to the approval of the members in the ensuing Annual General Meeting, he is
proposed to be appointed as Non-Executive Non Independent Director from May 30, 2026, liable to retire by rotation.

He has also been appointed as Chief Financial officer designated as Key Managerial Personnel of the Company with
effect from May 30, 2026.

2. Mr. Deepak Parashar (DIN-11742891), has been appointed as an Additional Director in the category of Whole-time
Director with effect from May 30, 2026, liable to retire by rotation, to hold office up to the date of the ensuing Annual
General Meeting. Subject to the approval of the members in the ensuing Annual General Meeting, he is proposed to be
appointed as a Whole-time Director and designated as Key Managerial Personnel of the Company for a term of 3 (three)
years from May 30, 2026 to May 29, 2029. The Company has received from Mr. Parashar his consent to act as Director
in Form DIR-2, declaration of non-disqualification under Section 164 of the Companies Act, 2013, disclosure of interest,
and confirmation that he is not debarred from holding the office of Director by virtue of any order passed by the
Securities and Exchange Board of India or any other authority.

Following Directors resigned:

1. Mr. Sudhir Jain (DIN: 00046442), Chairman and Managing Director of the Company resigned from the post effective
from May 10, 2026.

2. Mr. Samyak Jain (DIN: 09234890), Non-Executive Director and Chief Financial Officer designated as Key
Managerial Personnel of the Company resigned from the post effective from May 10, 2026.

Details of Director seeking appointment/re-appointment as required under the Listing Regulations are provided in the
Notice forming part of this Annual Report.

Further during the year under preview following Director and Key Managerial Personnel have been appointed .

During the year under preview and after closure of financial year following Director and Key Managerial Personnel have
been resigned from their post.

Following are the Directors and Key Managerial Personnel as on the date of this report:

DECLARATION BY DIRECTORS

During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies
Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA) and have
included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed
that they will appear for the online proficiency test, wherever applicable.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors of the Company met on 16^th February, 2026, pursuant to Schedule IV of the Act and
Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended and all Independent
Directors were present to inter alia discuss the following:

Reviewed the performance of non-independent directors and the Board as a whole; Reviewed the performance of the
Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board
that is necessary for the Board to effectively and reasonably perform their duties.

CORPORATE GOVENRANCE REPORT:

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility
and accountability and is committed to adopting and adhering to best corporate governance practices.

The Listing Regulations (as amended from time to time) has provided exemption under regulation 15(2)(a) from
applicability of Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V in
respect of listed entity having paid-up capital of the Company not exceeding Rs.10.00 Crore and net worth of the
Company not exceeding Rs.25.00 Crore, as on the last day of previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, is not required
mandatorily to comply with the said regulations.

The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of
Schedule V to the Listing Regulations.

Hence no Corporate Governance Report is required to be disclosed/attached with Annual Report. It is important to
mention that the Company follows majority of the provisions of the Corporate Governance voluntarily.

MANAGEMENT DISCUSSION AND ANALYSIS:

In compliance with Regulation 34 (2) (e) of the Listing Regulations, 2015, as amended, we refer you to our
Management's Discussion and Analysis Report (MDA) included in our Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2026 the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;;

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

c) the directors had proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively; and

f) the Directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (as amended), company is having following Key Managerial Personnel (KMP)
of the Company as on 31^st March, 2026:

^A Appointed w. e.f30.05.2026

* Appointed w. e.f09.09.2025

# Appointed w.e.f. 30.05.2026

BOARD MEETING AND ATTENDANCE
NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from
other Board businesses. The Board exhibits strong operational oversight with regular business presentations at
meetings. Only in the case of special and urgent business, should the need arise, Board’s approval is taken either by¬
passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.

During the Financial Year under review, the Board met 16 (Sixteen) times on 06.05.2025; 15.05.2025; 28.05.2025;

14.08.2025, 20.08.2025, 24.08.2025, 25.08.2025, 02.09.2025, 06.09.2026, 09.09.2025, 10.09.2025, 06.10.2025, 01.11.
2025, 13.11.2025, 10.12.2025 and 13.02.2026.The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the
Institute of Company Secretaries of India.

The names of members of the Board and their attendance at the Board Meetings are as under:

LISTING STATUS

The equity shares are listed on BSE Limited. At present the trading has been suspended due to penal reason. Our
commitment to regulatory compliance and good governance remains steadfast as we maintain a strong relationship
with the stock exchange.

REVOCATION OF SUSPENSION OF SECURITIES

During the year under review, trading in the securities of the Company was suspended with effect from August 08,
2025, pursuant to Notice No. 20250708 dated July 08, 2025, issued by the Stock Exchange under the provisions of
Chapter VII(A) - Penal Actions for Non-Compliance of the SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The suspension was imposed due to the Company's non¬
compliance with Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for
two consecutive quarters, namely December 2024 and March 2025.

Subsequently, the Company submitted an application to the Stock Exchange seeking in-principle approval for revocation
of the suspension of trading in its securities. As on the date of this Report, the said application is under consideration by
the Stock Exchange and the approval is awaited.

COMMITTEES OF THE BOARD:

In compliance with both the mandatory and non-mandatory requirements under the SEBI (Listing Obligations and
Disclosure requirements) Regulations 2015, as amended and as mandated under the provisions of the Companies Act,
2013, the Board has constituted the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

The elaborated details of Board Committees are as follows:

Audit Committee:

The Details of Audit Committee for the year 2025-26 is as mentioned below:

a) Members of Committee:

The Composition of Audit Committee as on 31.03.2026 is as under:

The Audit Committee met Ten (10) times during the year 2025-2026, held its meetings on 15.05.2025; 28.05.2025;
14.08.2025; 09.09.2025; 10.09.2025; 06.10.2025; 01.11.2025; 13.11.2025; 10.12.2025 and 13.02.2026 and the gap
between two meetings did not exceed one hundred and twenty days.

During the financial year, the Committee was reconstituted. The details of the previous composition of the Committee
and the attendance of its members at the meetings held during their tenure on the Committee are provided below. The
attendance has been disclosed based on the number of meetings held during the period in which the respective
members served on the Committee are as follows:-

Note:

Pushpaben Patel (resigned w.e.f. 23.08.2025)

Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)

KhodidasMoghriya (resignedw.e.f. 25.08.2025)

The Company Secretary is the Secretary of the Committee.

Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and

internal auditors, to be present at its meetings.

b) Brief terms of reference:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors’ report thereon
before submission to the board for approval, with particular reference to:

i. Matters required to be included in the directors’ responsibility statement to be included in the
board’s report in terms of clause (c) of sub-section 3 of section 134 of the Act,

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Major accounting entries involving estimates based on the exercise of judgment by
management,

iv. Significant adjustments made in the financial statements arising out of audit findings,

v. Compliance with listing and other legal requirements relating to financial statements,

vi. Disclosure of any related party transactions,

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board
for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes
other than those stated in the offer document/ prospectus/notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter;

7. Review and monitor the auditors’ independence and performance, and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

21. Management discussion and analysis of financial condition and results of operations;

22. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

23. Transactions done with promoter or promoter group holding 20% or more of Equity or Preference
share capital will require prior approval of audit committee;

24. Disclosures of transactions of the listed entity with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the listed entity;

25. Management letters / letters of internal control weaknesses issued by the statutory auditors;

26. Internal audit reports relating to internal control weaknesses;

27. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner
as may be prescribed;

28. The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and statutory
auditors and the management of the Company.

The terms of reference specified by the Board to the audit committee are as contained under Regulation 18

of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, as amended read with

Section 177 of the Companies Act, 2013.

c) Mr. Swapnil Rathi, Chairman of the Audit Committee was present in previous Annual General Meeting

held on 30^th September, 2025 to answer member’s queries.

Nomination and Remuneration Committee:

The Details of Nomination and Remuneration Committee for the year 2025-26 is as mentioned below:

a) Members of Committee:

The Composition of Nomination and Remuneration Committee as on 31.03.2026 is as under:

The Nomination and Remuneration Committee met three times during the year 2025-2026, held its meetings on

06.05.2025, 20.08.2025, and 09.09.2025.

During the financial year, the Committee was reconstituted. The details of the previous composition of the
Committee and the attendance of its members at the meetings held during their tenure on the Committee are
provided below. The attendance has been disclosed based on the number of meetings held during the period in
which the respective members served on the Committee are as follows:-

Note:

Pushpaben Patel (resigned w.e.f. 23.08.2025)

Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)

KhodidasMoghriya (resignedw.e.f. 25.08.2025)

b. Brief terms of reference:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors,
Key Managerial Personnel and other employees;

2. formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become Directors and who may be appointed in Senior
management in accordance with the criteria laid down, and recommend to the Board of Directors their
appointment and removal.

5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Director.

6. recommend the Board, all remuneration, in whatever form, payable to Senior management.

7. make recommendations to the Board on the appointment of new Executive and Non-Executive
Directors, Key Managerial Personnel and other employees;

8. review the Board structure, size and composition, having regard to the principles of the Code;

9. assess nominees or candidates for appointment or election to the Board, determining whether or not such

nominee has the requisite qualifications and whether or not he/she is independent;

10. put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive
Officer of the Company;

11. make recommendations to the Board for the continuation in services of any Executive Director who has
reached the age of 70 (Seventy) years;

12. recommend Directors who are retiring by rotation to be put forward for re-election;

13. decide whether or not a Director is able to and has been adequately carrying out his duties as a Director

of the Company, particularly when he has multiple Board representations;

14. recommend to the Board internal guidelines to address the competing time commitments faced by
Directors who serve on multiple boards;

15. qualifications, positive attributes and independence of a Director; for evaluation of performance of
Independent Directors and the Board of Directors;

16. recommend to the Board a framework of remuneration and specific remuneration packages for all
Directors of the Company, Key Managerial Personnel (KMP) and other Senior Management Personnel;

17. review the service contracts of the Executive Directors;

18. carry out its duties in the manner that it deems expedient, subject always to any regulations or
restrictions that may be imposed upon the NRC by the Board of Directors from time to time;

19. reviewing and enhancing on the compensation structure to incentive performance base for key
executives;

20. ensure that the remuneration packages are comparable within the industry and comparable Companies
and include a performance-related element coupled with appropriate and meaningful measures of
assessing individual Executive Director’s performance.

21. facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior
Management Personnel.

22. recommend to the Board a framework of remuneration for the Directors,

23. all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses,
options and benefits-in-kind shall be covered by the Nomination and Remuneration Committee.

a. The details relating to remuneration of Directors, as required under SEBI (Listing Obligations and
Disclosure requirements) Regulations, 2015, as amended have been given under a separate heading,
in this report.

b. Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and
Remuneration Committee on the basis of following criteria:

i. Qualification

ii. Experience

iii. Knowledge and Competency

iv. Fulfillment of functions and integrity including adherence to the Code of Conduct and Code of Independent
Directors of the Company, safeguarding of the confidential information and the interest of Whistle Blowers
under Vigil Mechanism, compliance with the policies and disclosure of interest and fulfillment of other
obligations imposed by the Law

v. Contribution and Initiative

vi. Availability, attendance, participation and ability to function as a team

vii. Commitment

viii. Independence

ix. Independent views and judgment and Guidance/ support to Management outside board

The search and nomination process for new Directors are through database of Independent Directors,
personal contacts and recommendations of the Director. NRC reviews and assess candidates before making
recommendation to the Board.

NRC also take the lead in identifying, evaluating and selecting suitable candidate for new Directorship. In
its search and selection process, NRC considers factors such as commitment and the ability of the
prospective candidate to contribute to discussions, deliberations and activities of the Board and Board
Committees.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Details of Stakeholders Relationship Committee for the year 2025-26 is as mentioned below:
a) Members of Committee:

The Composition of Stakeholders Relationship Committee as on 31.03.2026 is as under:

The Stakeholders Relationship Committee met four times during the year 2025-2026, held its meetings on

28.05.2025, 09.09.2025, 13.11.2025, 13.02.2026.

The status of shareholders’ complaints during the year under review (March 31, 2026) is given below:

During the financial year, the Committee was reconstituted. The details of the previous composition of the
Committee and the attendance of its members at the meetings held during their tenure on the Committee are
provided below. The attendance has been disclosed based on the number of meetings held during the period in
which the respective members served on the Committee are as follows:-

Note:

Pushpaben Patel (resigned w.e.f. 23.08.2025)

Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)

KhodidasMoghriya (resignedw.e.f. 25.08.2025)

Brief terms of reference:

The Stakeholder’s Grievance & Relationship Committee specifically look into various aspects of interest of
shareholders, debenture holders and other security holder pertaining to the requests/complaints of the
shareholders related to transfer of shares, dematerialization of shares, non-receipt of annual accounts, non¬
receipt of dividend or revalidation of expired dividend warrants, recording the change of address,
nomination, etc. The role of the Stakeholders’ Relationship Committee has been specified in Part D of the
Schedule II of the Listing Regulations. It covers as under:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar& Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.

Name and designation of compliance officer: Mrs. Priya Bhandari, Company Secretary.

The previous AGM of the Company was held on 30^th September, 2025 and was attended by Mrs. Garima
Mahajan, Chairman of the Committee.

POLICYON DIRECT ORS’APPOINTMENT AND REMUNERATION

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of
Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of
Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the

Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board.
Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, re¬
appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per the
Nomination and Remuneration Policy of the company.

The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under
Investors Section.

GENERAL BODY MEETINGS
Annual General Meetings

The last three Annual General Meetings of the Company were held as under:

All resolutions at the above mentioned AGMs were passed electronically through remote e-voting and e-voting at the
time of the AGM.

Extra-ordinary General Meeting

No Extra-ordinary General Meeting of the Members was held during FY 2025-26.

Details of the meeting convened in pursuance of the order passed by the National Company Law Tribunal
(NCLT):

Not applicable

Postal Ballot

During the financial year ended March 31, 2026, no Special Resolution was passed by the Company through Postal
Ballot. No Special Resolution is proposed to be conducted through Postal Ballot as on the date of this Annual Report

CODE OF CONDUCT

Regulation 17(5) of the SEBI Listing Regulations requires Listed Companies to lay down a Code of Conduct for all
Board members and Senior Management, incorporating the duties as laid down in the Companies Act, 2013. The
Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has
been hosted on the website of the Company.

All members of the Board of Directors and senior management personnel had affirmed compliance with the
abovementioned regulation including Code for the financial year ended March 31, 2026 and a declaration to this effect
signed by the Managing Director forms part of this report. Pursuant to the requirements of the SEBI (Prohibition of
Insider Trading) Regulations, 2015 as amended, the Company has adopted a code of conduct to regulate, monitor and
report trading by insiders for prevention of insider trading, which is applicable to all the Directors, Promoters, Key
Managerial Personnel and designated employees/ persons.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was
led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst
other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of
the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance
& structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was
done by the Independent Directors. The performance evaluation of the respective Committees and that of independent
and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has two tier internal control framework comprising entity level controls and process level controls. The
entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous
management review, MIS and strong internal audit mechanism. The process level controls have been ensured by
implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in
operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal
controls makes the internal controls environment strong at the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, are set out in Notes to the Financial
Statements of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company’s business and operations.
Interactions with senior executives are facilitated to gather insight specific to the Company’s operations. Detailed
presentations are made available to apprise about Company’s history, of their duties and responsibilities, rights, process
of appointment and evaluation, compensation, Board and Committee procedures and expectation of various
stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the
link satiateagri.com

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:

The table containing the names and other 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, is provided as “Annexure- A” to the Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/-
or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which,
in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of
the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and
5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CORPORATE SOCIAL RESPONSIBILITY

For the year under review the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules 2014, are not applicable to the Company and hence the
Company has not constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social
Responsibility Policy (CSR Policy).

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

M/s. S. N. Gadiya & Co., Chartered Accountants (Firm Registration No. 002052C), were appointed as the Statutory
Auditors of the Company at the 38^th Annual General Meeting held on 30^th September, 2025 for a term of five
consecutive years, commencing from the conclusion of the 38 ^th Annual General Meeting until the conclusion of the
43^rd Annual General Meeting of the Company, in accordance with the provisions of Section 139 of the Companies Act,
2013 and the rules made thereunder.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under Section 141
of the Companies Act, 2013, and that they are not disqualified from continuing as the Statutory Auditors of the
Company.

The notes to the financial statements referred to in the Auditors' Report are self-explanatory and, therefore, do not call
for any further comments by the Board.

REPORTING OF FRAUD BY AUDITORS

During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Board’s
Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, M/s.
Ajit Jain & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company at the
38^th Annual General Meeting for a term of five consecutive years, commencing from the conclusion of the 38^th
Annual General Meeting until the conclusion of the 43 ^rd Annual General Meeting of the Company.

The Secretarial Auditors have confirmed that they are eligible for appointment and are not disqualified from acting as
the Secretarial Auditors of the Company in terms of the applicable provisions of the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and the rules made thereunder.

SECRETARIAL AUDIT REPORT:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and
shall annex with its Board's Report a Secretarial Audit Report given by a Company Secretary in practice in the
prescribed form.

Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its
periodic secretarial audit report before the Board. This approach has resulted in detecting areas of improvement early
and strengthened our level of compliance reporting.

The Secretarial Audit Report for the financial year 2025-2026 is annexed herewith as “Annexure: B” forming part of
this report.

The comments referred by the Secretarial Auditors in their Report are self-explanatory except the following:

INTERNAL AUDITOR:

The Company has appointed Mr. Jai Kumar Doshi, Indore as Internal Auditor of the company for the financial year
2026-2027and takes his suggestions and recommendations to improve and strengthen the internal control systems. The
Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the
implementation of audit recommendations.

COST AUDITOR AND COST AUDIT REPORT:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014,
as amended, Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time, the company is not
falling under the limits of cost audit requirements.

RECONCILIATION OF SHARE CAPITALAUDIT:

In line with the requirements stipulated by Securities and Exchange Board of India (SEBI), Reconciliation of Share
Capital Audit is carried out on quarterly basis by a Practicing Company Secretary to confirm that the aggregate
number of equity shares of the Company held in National Securities Depository Limited (NSDL) and Central
Depository Service (India) Limited (CDSL) tally with the total number of issued, paid up, listed and admitted capital
of the Company. The report submitted to the stock exchange inter alia, confirms that the number of shares issued,
listed on the stock exchange and that held in demat and physical mode is in agreement with each other.

DISTRIBUTION OF EQUITY SHAREHOLDING AND ITS PATTERN

Distribution of Equity Shareholding and its pattern as on 31^st March, 2026 is as under:

Status of dematerialization of shares

The breakup of the equity shares held in dematerialized and physical form as on March 31, 2026 is as follows:

PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time; The Details of the said code is available on website of the Company.

ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company in the prescribed Form MGT-7 is
available on the Company’s website at www.satiateagri.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUT-GO

The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are
given in the “Annexure: C” to this Report.

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

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its
locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the
dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are
strictly prohibited.

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution
of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual,
temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment
and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the
most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and addressed by the Company during the
Financial Year 2025-26:

• No. of complaints at the beginning of the year: Nil

• No. of complaints received during the year: Nil

• No. of complaints disposed of during the year: Nil

• No. of complaints at the end of the year: Nil

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company confirms compliance with the
applicable provisions of the Maternity Benefit Act, 1961 including but not limited paid maternity leave and nursing
breaks, work from home provisions(where applicable), creche facility (where required) and protection against
dismissal during maternity leave.

The Company is deeply committed to promoting women’s empowerment through progressive policies, leadership
opportunities, and continuous support for work-life balance. Regular reviews ensure that our practices align with both
legal standards and our core values of equality and inclusivity to fostering a compliant, equitable and employee-
friendly environment in line with intent and spirit of the Maternity Benefit Act, 1961.

RISK MANAGEMENT

The Company has formulated and implemented an effective risk management framework aligned with the risk
management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of
various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse
impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT

RELATED PARTY TRANSACTIONS

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

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the
Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly
basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the
transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for
the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented.
Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of
contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies
Act, 2013 as required under Form AOC-2 is not applicable to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

During the period under review, no significant and material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future operations.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an
effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Company’s Code of Conduct.

The Company as part of the ‘VigilMechanism’ has in place a Board approved ‘Whistle Blower Policy’ to ensure that
genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good
governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed
at satiateagri.com.

This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against
victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional
circumstances. Further, no personnel have been denied access to the Ethics Officer.

DISCLOSURE UNDER RULE 8(5)(xi) OF COMPANIES (ACCOUNTS) RULES, 2014

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of the financial year is as follows:

DISCLOSURE UNDER RULE 8(5)(xii) OF COMPANIES (ACCOUNTS) RULES, 2014

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable.

HUMAN RESOURCES

The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of
youth and experience and the success of organization is based on the capabilities, passion and integrity of its people.
The Company continues to attract and retain talent that focuses on sustained superior performance, provide them
opportunities to learn, realize their true potential and contribute positively to the success of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the
financial year to which this financial statements relate and the date of this report.

OTHER DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

• The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.

• There were no mergers/acquisitions during the year.

• The Company has no outstanding GDRs/ADRs/Warrants/ Options or any convertible instruments as
on 31^st March 2026.

• The Company does not trade in commodities. The Commodity price risk and commodity hedging
activities are not applicable to the Company.

• 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 mobilisation of funds, whether in India or abroad : Not
Applicable

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

• There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule
16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended, is not applicable to your
Company for the financial year ending March 31, 2026.

• No Buyback of Securities taken place during the year under review.

• During the year under review, the Company has not failed to implement any Corporate Actions within the
specified time limit.

• Pursuant to Regulation 30A read with clause 5A to Para A of Part A of Schedule III of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 15 as amended, The Company does not have any
agreement which impact the management or control of the Company.

• In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board’s Report are in
compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial years.

• Disclosures on materially significant related party transactions that may have potential conflict with the
interests of listed entity at large:

All the Related Party Transactions are entered on arm’s length basis, in the ordina ry course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. There are no materially significant Related Party Transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with
the interest of the Company at large.

Kindly refer to the notes forming part of accounts for the details of Related Party Transactions.

• Details of establishment of vigil mechanism / whistle blower policy, and affirmation that no personnel
has been denied access to the audit committee:

The Company has implemented a Whistle Blower Policy covering the employees. The Policy enables
the employees to report to the management instances of unethical behavior, actual or suspected fraud
or violation of the Company’s code of Conduct. Employees can lodge their Complaints through
anonymous emails besides usual means of communications like written complaints. No personnel have
been denied access to the Audit Committee.

• Compliance with Mandatory/Non-mandatory requirements:

The Company has complied with the mandatory requirements as stipulated under the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended and the status of non¬
mandatory (discretionary) requirements are given below:

1. Chairman is elected in Meeting.

2. In view of publication of the financial results of the Company in the newspapers having wide
circulation and dissemination of the same on the website of the Stock Exchange.

3. The Company’s financial statements for the financial year 2025-2026 have been accompanied with
unmodified opinion - both on quarterly and yearly basis.

4. The Chairman is elected in Meeting. No Managing Director in the Company.

5. The Company has complied with the requirements of the regulatory authorities on capital market and
no penalties have been imposed against it in the last three years.

6. The Company has appointed Priya Bhandari, Company Secretary as the Nodal Officer for the purpose
of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the
IEPF Authority. The said details are also available on the website of the Company.

CAUTIONARY STATEMENT

The Statement made in this Report and Management and Discussion and Analysis Report relating to the Company’s
objective, projections, outlook, expectations and others may be “forward looking statements” within the meaning of
applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors
could make difference to the Company’s operations that may be, due to change in government policies, global market
conditions, foreign exchange fluctuations, natural disasters etc.

ACKNOWLEDGEMENT

The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other
regulatory and Government Bodies, Company’s Auditors, Customers, Bankers, Promoters and Shareholders.

The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support
from shareholders for their support.

By and order of the Board of Directors
For Satiate Agri Limited

Place: Indore
Date: 03.08.2026

Deepak Parashar Kailash Chand Dhaksiya

Whole-Time Director Director

DIN: 01074108 DIN: 05120584