Your Directors are pleased to present the 36^th Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2026.

FINANCIAL RESULTS AND ACCOUNTS

The Financial Results are as under:

Dividend

The Board of Directors of the Company have decided to conserve cash and not to recommend any dividend for the financial year ending 2025-26.

These internal accruals will be used for future plans to expand and upgrade the production capacity and install suitable equipment to help reduce the cost of power and other cost-saving methods for more efficient working in the factory.

Issue or Allotment of Securities:

a) Issue of shares or other convertible securities:

During the preceding financial year, the members of the Company, at their Extra-Ordinary General Meeting held on 19^th October, 2024, had approved the increase in the Authorized Share Capital of the Company from ?5,00,00,000 (Five Crores) divided into 50,00,000 equity shares of ?10 each to ?15,00,00,000 (Fifteen Crores) divided into 1,50,00,000 equity shares of ?10 each. The members had also approved the issuance of 95,99,999 equity shares of ?10 each at a price of ?104 per share, aggregating to ^99,83,99,896, on a preferential and private placement basis to Mr. Bhavook Chandraprakash Tripathi, in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, along with other applicable laws.

This preferential issue was subject to the outcome of the Open Offer process. The Acquirer received the SEBI Observation Letter for the Open Offer on 28^th March, 2025. Subsequently, the Company completed the allotment of the said 95,99,999 equity shares on 23^rd May, 2025.

Further, the Company obtained listing approval for the equity shares allotted on a preferential basis from the stock exchange(s) on 27^th March, 2026 and received trading approval on 9^th April, 2026. Accordingly, the preferential allotment process has been successfully completed during the year under review.

b) Issue of equity shares with differential rights:

During the year under review, your Company has not issued any Equity Shares with differential rights and hence the provisions of Section 43 of the Companies Act, 2013 read with the applicable Rules made thereunder.

c) Issue of Sweat Equity Shares:

During the year under review, your Company has not issued any Sweat Equity Shares pursuant to the provisions of Section 54 of the Companies Act, 2013 read with the applicable Rules made thereunder.

d) Details of Employee Stock Options:

The Company has not issued any shares under Employee’s Stock Options Scheme pursuant to the provisions of Section 62 of the Companies Act, 2013 read with the applicable Rules made thereunder, therefore, the disclosure regarding issue of employee stock options is not applicable.

e) Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees:

During the year under review, the Company has not given loan to any employee for purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosure as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

f) Issue of debentures, bonds or any non-convertible securities:

During the year under review, the Company has not issued any debentures, bonds or any non-convertible securities pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made there under.

g) Issue of warrants:

During the year under review, the Company has not issued any warrants pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made there under.

As on March 31, 2025, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

The Company’s Equity Shares are listed on the BSE Limited (“BSE”). The trading in Equity Shares has been suspended due Penal reasons, non- payment of ALF dues and Procedural reasons. However, the company has filed an application for revocation of the suspension with the Bombay Stock Exchange.

Year in retrospect

India remained among the world’s fastest-growing major economies during the year under review, although growth momentum moderated amid global and domestic uncertainties. Various agencies estimated India’s GDP growth for FY2025-26 in the range of 6.5% to 7.5%, reflecting the impact of weaker external demand, slower investment momentum, geopolitical tensions, and trade protectionism.

Despite these headwinds, the Indian economy continued to demonstrate resilience, supported by strong tax collections, healthy agricultural output, sustained infrastructure spending, and policy initiatives such as “Make in India”.

On the external sector front, India’s merchandise exports during FY2024-25 stood at USD 437.42 billion, marginally higher by 0.08% over the previous year. Key export drivers included engineering goods, electronics, pharmaceuticals, and readymade garments. Electronics exports witnessed particularly strong growth, aided by rising smartphone shipments, including iPhone exports by Apple vendors.

Services exports reached a record USD 383.51 billion in FY2024-25, registering growth of 12.45% over the previous year. Combined merchandise and services exports crossed USD 820 billion, helping moderate the overall trade deficit. The United States continued to remain India’s largest export destination.

Production

Our company specializes in producing premium socks for export, with approximately 91% of total output shipped to renowned international brands.

The manufacturing facility is equipped with advanced imported knitting machines complemented by precision balancing equipment. All operations are housed in a modern, purpose-built factory fitted with centralized airconditioning for knitting machines and an adiabatic cooling system for manual processes such as inspection, pairing, and packaging. The premises are safeguarded with the latest firefighting infrastructure, including hydrants, sprinklers, and alarm systems.

During the year under review, the company produced 47.36 lakh pairs of socks, compared to 69.80 lakh pairs in the previous year, marking a difference of 22.44%.

Our product range covers a wide variety of styles suitable for men, women, and children. High-quality yarns— combed cotton, BCI cotton, and organic cotton—blended with nylon and elastane of appropriate deniers are used to meet international standards for innerwear apparel.

Additionally, Merino wool socks are crafted primarily for women and exported to the UK.

Our portfolio includes eco-friendly bamboo socks, valued for their superior breathability and inherent antibacterial qualities. These products enjoy strong demand in India and are supplied to prominent domestic brands. Alongside, we produce athletic socks tailored for niche export markets. These high-performance socks are delivered to more than a dozen global brands, who in turn distribute them to football and other sports clubs across diverse regions. Their intricate technical design makes them exceptionally difficult to replicate, requiring advanced machinery and highly skilled technicians. Owing to these specialized attributes, they command very attractive prices in international markets.

Revenues

Your company dispatched 46.94 lakh pairs of socks this year, against 70.41 lakh pairs in last year, showing drop of 23.47%.

The export pairs dispatched this year are 42.85 lakh pairs constituting 91.29% of total dispatches, compared to exports of 90.10% of previous year dispatched.

The sale value of ^2484.94 lakh achieved this year are lower compared to ^2999.79 lakh, showing nominal decline of 17.16%.

Export sales of ^2370.16 lakh achieved this year against ^2809.95 in previous year reflects decline of 15.65%.

Your company manufactures premium quality dress and sport socks for export to various geographies of the world. The socks are dispatched to reputed brands of overseas markets and sold in top end retail outlets.

The export units in India exporting their products to reputed brands have succeeded due to improved product acceptance, adoptability to changing consumer trends, and focus on factories various compliances for social and other audits.

Your company is the member of Sedex. Every year Smeta 4 pillar audit is conducted. After audit, the detailed audit report is available on Sedex platform. Your company distributes the copy of the report to main export clients.

Your company is also registered with GOTs, BCI, ECO, FCS and ISO-9001:2015. Most of these certificates are required by our export clients. They are the main gateway to procure export orders.

Profit & Loss Account

The total dispatched pairs in F.Y. 2025-26 were 23.47% lower compared to F.Y. 2024-25. The loss in profits due to decline in despatches was more or less offset by increase in overall sales rates realized due to better product-mix.

The prices of raw materials this year were more or less in parity with the last year.

The wages and salaries cost this year rose by 4.44% over previous year due to increase in minimum wages as prescribed by the Government, and merit increments paid to the staff and operators.

The depreciation amount this year is less by ^37.09 lakh against the last year due to the increase in the age of many machines this year needing lower provision of depreciation.

The net impact of the above factors is that your company earned a profit before tax of ^663.60 lakh in against of ^121.18 lakh in previous year, showing a rise of 525.33%.

FINANCE

As of the date of the Balance Sheet, the Company is debt-free in terms of long-term loans, excepting loans on vehicles.

WORKING CAPITAL LOAN

The Company is enjoying export packing credit and foreign bill purchase facilities from our Bankers. INSURANCE

The properties and insurable interests of your Company in buildings, plant, machinery, stocks, etc.are adequately insured by the Company.

CHANGE IN SHARE CAPITAL

There was no change in the share capital of the Company during the financial year ended 31^st March, 2026. However, subsequent to the close of the financial year, the Company allotted equity shares on preferential basis on 23^rd May, 2025 in accordance with applicable provisions of the Companies Act, 2013 and SEBI Regulations.

RESERVES

During the year under review, the Company has not transferred any amount to reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. KEY MANAGERIAL PERSONNEL

The Company comprises of well qualified and experienced professionals in the Management of the Company who are designated as ‘Key Managerial Personnel (KMPs)’ in compliance with applicable provisions. The details of the Key Managerial Personnel of the Company are as under:

2. BOARD OF DIRECTORS

The Company has a broad-based Board of Directors, duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. There are three Woman Directors on the Board. The changes in the composition of the Board of Directors are carried out in compliance with the provisions of the Companies Act, 2013 and Listing Regulations.

BOARD EVALUATION

During the year under review, Smt. Supriya Anil Shete, Smt. Neha Govind Tikam and Shri. Vilas Sheshagiri Potdar were appointed as Independent directors of the company and approved by the shareholders in the Annual General Meeting(“AGM”) held on 30^th September, 2025. Moreover, Smt. Namrata Dudaney, Shri. Vijay Madhav Sane and Shri. Bhavook Tripathi were appointed and Non- Executive Director in the same AGM. However, Smt. Ayesha K. DadyBurjor, Shri. Kaizad DadyBuijor have resigned on 22^nd May, 2025 due to precondition for the reclassification of the shareholding status from promoter to public category. Shri. Vaibhav P. Mandhana, Shri. Chintamani D. Thatte and Shri. Dashrath B. Pawaskar has resigned on 04^th September, 2025, 2^nd September, 2025 and 3^rd September, 2025 respectively due to other professional commitments. Policy formulations, setting up of goals, evaluations of performance and control functions vest with the Board.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Bhavook Tripathi (DIN- 02198554) Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence asprovided in sub-section (6).

COMPOSITION OF AUDIT COMMITEE

The Board has constituted an Audit Committee comprising of two Independent Directors and the Managing Director. The Audit Committee reviews reports including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company’s Statutory Auditors and Internal Auditors to ascertain their views on the financial statements. The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation. The names of the Committee members are as under.

All the members of the Audit Committee are financially literate and bring in expertise in the fields ofFinance, Taxation, Technical, Secretarial and Legal issues. The attendance records of the membersat the meeting were as follows:

During FY 2025-26, the committee met four (4) times on the following dates.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Board Meetings and General Meetings,issued by The Institute of Company Secretaries of India.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of expertise. The directors are usually encouraged to interact with members of senior management as part of the induction programme. The senior management make presentations giving an overview of the Company’s strategy, operations and group structure, board constitution and guidelines, and the major risks and risk management strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the management.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud and corruption-free work culture has been the core of the Company. In view of the potential risk of fraud, corruption, and unethical behavior, which could adversely impact the Company’s business operations, the Company has an established mechanism for Directors/Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct orethics policy. It also provides for adequate safeguards against victimization of Directors/employeeswho avail of the mechanism.

The Company affirms that no personnel have been denied access to the Audit Committee.

The Company has formulated a Policy of Vigil Mechanism and has establisheda mechanism that any personnel may raise Reportable Matters within 60 days after becoming awareof the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee. The key directions/actions are informed to the Managing Director of the Company.

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

The company has received approval for trading of the 95,99,999 equity shares allotted to Mr. Bhavook Chandraparakash Tripathi on 09^th April 2026.

DIRECTORS’RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirmsthat:

(a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the stateof affairs of the Company as on March 31, 2026, and of the profit and loss of the Company for the period ended March 31, 2026.

(c) The Directors had taken 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 companyand 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 laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and

(f) 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.

SUBSIDIARIES

As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply.

ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2025, is placed on the website of the Company and can be accessed at http://viratindustries.com/.

AUDITORS

1. STATUTORY AUDITOR

M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W) were re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 32^nd AGM of the Company until the conclusion of the 37^th AGM of the Company to be held in the year 2027. The Statutory Auditor’s Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

2. SECRETARIAL AUDITOR

M/s. Vishal Dewang & Associates, Practicing Company Secretary, has been appointed as the Secretarial Auditor of the Company for the period covering Financial Years 2025-26 to 2029-30, in accordance with the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder.

• Secretarial Audit Report (MR-3)

The Report of the Secretarial Auditor for FY 2025-26 is annexed to this report as Annexure - I. Thesaid Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

• Certificate of Non-Disqualification of Directors

The Company has obtained the certificate from M/s. Vishal Dewang & Associates, Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority and the same is annexed to Corporate Governance Report which forms an integral part of this Annual Report.

3. INTERNAL AUDITOR

The Board of Directors appointed M/s. S.R. Rege & Co., Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2025-26. The scope of their audit includes a comprehensive review of the Company’s operations and records across various departments.

The Internal Auditors submit periodic reports on their observations, which are placed before the Audit Committee on a regular basis. The Audit Committee reviews these reports along with the management’ s comments and corrective measures undertaken to address any deficiencies noted in the functioning of the Company’s processes and systems.

4. COST AUDITORS

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS, AND OUTGOING

Additional information on conservation of energy, technology absorption, foreign exchange earnings,and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the FY 2025-26 is annexed and forms part of this Report as Annexure - II.

DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit during the year, nor has any deposit remained unpaidor unclaimed as at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or Courts or Tribunals during the year, which would adversely impact the Company's operation in the future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not-

• Given any loan to any person or other body corporate,

• Given any guarantee and provided any security in connection with a loan to any other bodycorporate or any person.

• Acquired by way of subscription, purchase or otherwise the securities of any other bodycorporate otherwise than in accordance with the law.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES

During the year, your Company transferred the ?3,36,457/- for the financial year ended March 31, 2018, to the Investor Education and Protection Fund in compliance with the provisions ofSections 124 and 125 of the Companies Act, 2013.

In compliance with these provisions read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 22,630 Shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.

UNCLAIMED SECURITIES- SUSPENSE ESCROW ACCOUNT

The company has 200 shares in the Unclaimed Securities Suspense Escrow Account.

APPOINTMENT OF “DESIGNATED PERSONS”FOR FURNISHING INFORMATION TO THE REGISTRAR OF COMPANIES OR ANY OTHER AUTHROTIY WITH RESPECT TO BENEFICIAL INTERESTS IN THE SHARES OF THE COMPANY

During the Financial year under review, the Company has appointed Mr. Adi Fredoon Madan (DIN: 00023629), Managing Director of the Company, as the “Designated Person” responsible for furnishing and extending cooperation for providing information to the concerned Registrar of Companies or any other authorized officer with respect to beneficial interest in shares of Company under the Act.

CREDIT RATING OF SECURITIES

The credit rating is a financial indicator to potential investors of debt securities such as bonds. During the year under review, your Company has not issued any debt securities, so credit rating of securities is not applicable to the Company.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 139 Female Employees: 08 Transgender Employees: NIL

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

RISK MANAGEMENT

A documented risk management policy is in place as per section 134(3) (n) of the Companies Act,2013.

Your Company is exposed to risk from fluctuation of foreign exchange rates, market economic slowdown or decline in demand in the country of buyers of your Company’s products, prices of rawmaterials and finished goods, compliances risk and people risk.

• Foreign Exchange Risk

During year under review the Company endeavored to further mitigate the risk associated with theexchange fluctuations by entering into Forward Contracts with the Company’s Bankers, on a very conservative and risk-adverse basis.

• Commodity Prices Risk

Your Company proactively manages the risk of purchasing raw materials through forward booking,vendor development practices, and inventory management. The Company’ s strong reputation for quality and services with overseas clients to some extent mitigates the impact of price risk on finished goods.

• Compliance Risk

Your company must follow various statutes and regulations including the Companies Act. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

• People Risk

Your Company nurtures and grooms the talented and key personnel for future business leadership and looks after them judiciously so that they stay with the Company.

CORPORATE SOCIAL RESPONSIBILITY

Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net worth, turnover, and net profit of your Company during the year is less than the required limits during the FY 2025-26. However, Corporate Social Responsibility (CSR) became applicable to the Company after the Financial Year 2025-26. Accordingly, the Company has adopted a Corporate Social Responsibility Policy in compliance with the applicable provisions of the Act and the same is available on the website of the Company at http://viratindustries.com/. The Company is committed to undertaking CSR activities in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

PREVENTION OF INSIDER TRADING

SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for Prevention of Insider Trading for Directors, Promoters and Senior Executive Officers.

The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of the Company’s shares by the Directors, Key managerial personnel, and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in the ordinary courseof business of your Company and were on arm's length basis. There were no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel, or other persons which may have a potential conflict with the interest of your Company.The details are given in Annexure - III, forming part of this report.

FORMAL ANNUAL EVALUATION

During the year under review, the Board established a formal framework to evaluate its own performance, that of its Committees, and individual Directors. The evaluation was undertaken through a structured process designed to assess the effectiveness of the Board’s functioning across several dimensions, including its composition and diversity, the experience and competencies of its members, the discharge of specific roles and responsibilities, and the quality of governance practices adopted. The exercise provided constructive feedback and reaffirmed the commitment of the Board and its Committees to maintaining high standards of corporate governance and accountability.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The details of the training and familiarisation programmes conducted by the Company and the policy of the familiarization programme are available on the Company's website at http://viratindustries.com/.

MEETING OF INDEPENDENT DIRECTORS

All the independent Directors of the Company held a meeting on January 28, 2026 and reviewed the performance of non-independent Directors and the Board as a whole. They also assessed the quality, quantity, and timeliness of flow of information between the Company management and the Board.

They expressed their satisfaction at the performance of non-independent Directors and appreciated the flow of information from the Company management.

Matrix setting out the skills/expertise/competence of the Board of Directors:

RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of remuneration of each director to the median employee's remuneration and other detailsin terms of subsection 12 of section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming a part of this Report as Annexure IV.

LISTING FEES

Your Company has paid the listing fees up to March 31, 2026, to the Bombay Stock Exchange on April 08, 2026. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company aims to attain highest level of transparency, accountability and compliance with laws both in true letter and spirit, in all facets of operations, leading to the highest standards of Corporate Governance. Corporate Governance framework of the Company revolves around the objectives of keeping interest of investors, employees, customers, suppliers and communities at large.

A detailed report on Corporate Governance is given in a separate section of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors are of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the financial year 2025-26.

PREVENTION OF SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules framed thereunder. An Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. The policy covers all employees of the Company including permanent, contractual, temporary, and trainees. A Lady NGO representative is a member of the ICC and regularly attends its meetings, which are duly noted.

Summary of Complaints during FY 2025-26:

• Number of complaints received: Nil

• Number of complaints disposed of: Not Applicable

In compliance with the provisions of the PoSH Act, 2013, the Company has also registered its Internal Committee details on the SHe-Box portal established by the Ministry of Women & Child Development, Government of India, in line with directions issued by the Hon’ble Supreme Court and regulatory circulars.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANACIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2026 AND DATE OF THIS REPORT

There were no Material changes and Commitments affecting the Financial Positions of the Companywhich have occurred between March 31, 2026 and date of this report.

PARTICULARS OF EMPLOYEES

As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remunerationof ^60.00 Lakh per annum or ?5.00 Lakh per month. During the financial year 2025-2026, there is no employee drawing remuneration as above.

CODE OF CONDUCT

The Board of Directors has formulated, implemented and has in place a comprehensive “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” & “Code of Conduct for Prevention of the Insider Trading”, for regulating, monitoring and reporting the trading by Designated Personnel of the Company which exemplifies the spirit of good ethics and governance.

Further, in compliance to Regulation 26(3) ofthe SEBI (LODR) Regulations, 2015, the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Codes of Conduct for the Financial Year 2025-2026 has been received by the Company from the Managing Director and is duly annexed to the Corporate Governance Report, which forms an integral part of this Annual Report.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

Accounting Software for maintaining its books of account for the financial year ended March 31, 2026, was used which has a feature of recording audit trail (edit log) facility for all relevant transactions recorded in the software.

REPORTING OF FRAUDS BY THE STATUTORY AUDITORS:

There was no instance of fraud during FY 2025-2026, which required the Statutory Auditors to report to the Audit Committee and / or Board. Therefore, there exists no details to be disclosed in this Director’s Report pursuant to Section 134(3) of the Companies Act, 2013.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government of India, the Gujarat State Government and by the relevant Government Authorities, Central, State and Local, the Company’s Bankers and Business Associates.

Your Directors also thank all the employees at every level, who, through their dedication, co-operation, and support, have enabled the Company to achieve sustained growth.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you havealways reposed in us.

For and On Behalf of the Board of Directors of Virat Industries Limited

Sd/- Sd/-

Place: Mumbai Adi F. Madan Supriya Anil Shete

Date: 26.05.2026 Managing Director Director

DIN: 00023629 DIN: 08719731