Jinkushal Industries Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors have pleasure in presenting the 19th Annual Report and the Company''s Audited Financial Statements for the financial year ended on 31st March, 2026.

1. FINANCIAL RESULTS OF THE COMPANY:

The Company''s financial performance for the year ended 31st March, 2026 is summarized below:

Particulars	STANDALONE		CONSOLIDATED
	31/03/2026	31/03/2025	31/03/2026	31/03/2025
Revenue from operations and Other Incomes	31,402.80	21,598.33	35,959.37	38,580.66
Profit/Loss before Interest, Depreciation and Tax	2,238.39	2,543.46	2,282.27	2,860.05
Less: Finance Cost	495.52	371.56	506.23	381.49
Net Profit/Loss before Depreciation and Tax	1742.87	2,171.90	1,776.04	2,478.56
Less: Depreciation and amortization for the year	82.40	84.23	83.60	84.86
Net Profit/Loss before exceptional and extraordinary items and tax	1,660.47	2,087.67	1,692.44	2,393.70
Less: Exceptional Items	0.00	0.00	0.00	0.00
Profit before extraordinary items and tax	1,660.47	2,087.67	1,692.44	2,393.70
Less: Extraordinary Items	0.00	0.00	0.00	0.00
Profit before tax	1,660.47	2,087.67	1,692.44	2,393.70
Less: Tax Expenses
Current tax expense	427.17	457.79	427.17	457.79
Deferred tax expense	-19.89	21.91	-19.89	21.91
Earlier Year Taxes	9.59	0.00	9.59	0.00
Profit/Loss for the period from continuing operations Other Comprehensive Income (a) Items that will not be reclassified to profit or loss	1,243.60	1,607.97	1,275.57	1,914.00
(i) Gain/(Loss) on Remeasurement of Defined Benefit	(5.48)	12.34	(5.48)	12.34
Plans loss
(ii) Income tax relating to above items	1.38	(3.11)	1.38	(3.11)
(b) Items that will be reclassified to profit or loss
Gain/(Loss) on conversion of foreign operations of subsidiary	0.00	0.00	264.07	107.02
Tax expense of discontinuing operations	0.00	0.00	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00	0.00	0.00
Profit/Loss transferred/adjusted to General Reserve	1239.50	1617.20	1,535.55	2,030.25
Basic earnings per equity share	3.65	5.41	3.15	6.15
Diluted earnings per equity share	3.65	5.41	3.15	6.15

2. STATE OF COMPANY''S AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK: (AMOUNT IN LAKHS) STATE OF COMPANY''S AFFAIRS:

The Company is engaged in the purchase, refurbishment, customization, and sale of used and new construction and mining equipment, operating primarily through an export-oriented business model, and has recently commenced sales under our proprietary HexL brand. The Company''s products are primarily sold to overseas B2B customers across multiple geographies, including the Middle East, Latin America, and Europe which typically involve longer transit times especially for large construction machines.

RESULT OF OPERATION:

STANDALONE

The Company''s Gross Revenue is INR 31,402.80 (Previous Year: INR 21,598.33). Gross profit before interest expenses, depreciation and tax amounted to INR 2,238.39 (Previous Year: INR 2,543.46) and the Net Profit stood at INR 1,243.60 (Previous Year: INR 1,607.97)

CONSOLIDATED

The Company''s Gross Revenue is INR 35,959.37 (Previous Year: INR 38,580.66). Gross profit before interest expenses, depreciation and tax amounted to INR 2,282.27 (Previous Year: INR 2,860.05) and the Net Profit stood at INR 1,275.57 (Previous Year: INR 1,914.00).

FUTURE OUTLOOK:

The Company aims to expand its presence across international markets, including the structured launch and gradual scale-up of its proprietary brand, HexL. While continuing to prioritize its core business verticals. (i) export of new and customized construction equipment, and (ii) export of used and refurbished construction machinery, which currently drive the majority of revenue and profitability the Company plans to progressively develop the HexL brand. This approach will be executed in a capital-efficient manner to maximize long-term global brand recognition and margin potential. The Company remains committed to strategically expanding operations, diversifying across geographies, and strengthening its global customer base to drive sustainable growth.

3. CHANGE IN NATURE OF BUSINESS, IF ANY;

During the year under review, there has been no change in the nature of business of the Company. The Company continues to operate in the same line of business, i.e., international export business of new, pre-owned, and refurbished construction and mining equipment, along with allied activities.

4. CONSOLIDATED FINANCIAL STATEMENT:

During the year, the Board of Directors reviewed the affairs of the its subsidiary company. In accordance with Section 129 (3) of the Companies Act, 2013, your company has prepared the consolidated financial statements of the company, which forms part of this Annual Report in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder and applicable accounting standards. Your Company and its subsidiary have prepared the consolidated financial statements on the basis of audited financial statements of your Company, as approved by the respective Board of Directors.

A separate statement containing the salient features of financial statement of subsidiary Company in the

prescribed Form AOC-1 as Annexure I forms a part of this report in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said Form also highlights the financial performance of the subsidiary is included in the consolidated financial statements of the Company pursuant to Rule 8 (1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary company is available for inspection by the members at the Registered Office of the company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (''AGM''). Any member desirous of obtaining a copy of the said financial statements may write to the Chairman at the Registered Office of the Company.

5. DIVIDEND:

In view of the prevailing business scenario, there is need to conserve funds for the Company. The Board of Directors, therefore, does not recommend any Dividend for the financial year ended 31st March, 2026.

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013:

The Board of Directors does not propose to carry any amounts to reserves.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no material change and commitment affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

9. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The company does not have any associate, Joint Venture Company. The details of subsidiary Company are mention in Annexure I attached to this report.

10. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THEREFORE:

During the year under review, details of companies which have become its subsidiary company are mention in Annexure I attached to this report.

11. WEB LINK OF ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company have been uploaded on the Company''s website https://www.jkipl.in e-Form MGT-7 for the financial year ended March 31, 2026.

12. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2026:

During the year under review there is no change in the Composition of Board of Directors and The composition of the Board of Directors and Key Managerial Personnel of the Company as on March 31, 2026, was as under:

Sr. No	Name	DIN / PAN	Designation
1.	Mr. Anil Kumar Jain	00679518	Managing Director
2.	Mr. Abhinav Jain	07811559	Whole-time Director
3.	Mr. Niteen Jain	02569244	Independent Director
4.	Mr. Anekant Jain	06732591	Independent Director
5.	Mrs. Namrata Tatiya	09222108	Independent Director
6.	Mr. Sumeet Kumar Berlia	10781516	Director
7.	Mr. Manish Tarachand Pande	CQFPP1959L	Company Secretary
8.	Mr. Sumeet Kumar Berlia	AWCPB4536C	CFO

Subsequent to the close of the Financial Year and up to the date of this Report, the following changes took place in the designation of Directors:

• Mr. Abhinav Jain (DIN: 07811559) was redesignated from the position of Whole-time Director to Managing Director of the Company with effect from 16th May, 2026

• Mr. Anil Kumar Jain (DIN: 00679518) was redesignated from the position of Managing Director to Executive Director of the Company with effect from 16th May, 2026

• Mr. Abhinav Jain was appointed as the Chief Executive Officer (CEO) of the Company with effect from May 29, 2026.

13. BOARD AND ITS COMMITTEES BOARD

The Board of Directors met Twenty-Three (23) times during the Financial Year 2025-26. The details of the Board Meetings, including the dates of such meetings and attendance of Directors thereat, are set out in the

Corporate Governance Report annexed to this Report as Annexure II and form an integral part of this Annual Report.

COMMITTEES

In terms of the Companies Act, 2013, SEBI (Depositories and Participants) (Amendment) Regulations, 2023 ("SEBI D&P Amendment Regulations") and SEBI Listing Regulations, following Committees are constituted by the Board:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• IPO Committee

Brief details pertaining to composition, Terms of Reference, meetings held, attendance of the Directors at such Meetings and other relevant details of the Committees of the Board are given in the Corporate Governance Report for the year ended March 31, 2026, which is enclosed as Annexure II.

14. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

In the opinion of the Board, all the Independent Directors possess integrity, requisite expertise, experience and proficiency and fulfil the conditions of independence as specified under the Companies Act, 2013, the SEBI Listing Regulations and are independent of the Management of the Company.

15. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of corporate governance and adheres to the principles of transparency, accountability, integrity and ethical business conduct. The Company continuously endeavors to adopt and implement best governance practices to enhance stakeholder value and safeguard the interests of all stakeholders.

Pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance for the Financial Year 2025-26 forms part of this Annual Report as Annexure II.

The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is also annexed to the Corporate Governance Report and forms an integral part of this Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report as Annexure III.

17. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a whistle blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s code of conduct. The policy provides direct access to the chairman of the audit committee to the whistleblowers. No one was denied access to the same.

During the financial year under review, no complaints were received under the Vigil Mechanism / Whistle Blower Policy. Accordingly, no instances of misconduct, fraud, or violation of the Code of Conduct were reported for investigation or resolution, and no disciplinary action was required to be initiated.

18. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has in place CSR Policy which outlines the Company''s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations.

During the financial year 2025-26, the provisions of CSR were applicable to the Company based on the average net profits of the preceding financial years. Accordingly, the Company was required to spend INR 35,15,808.59 (Indian Rupees Thirty-Five Lakh Fifteen Thousand Eight Hundred Eight and Fifty-Nine Paise Only) towards CSR activities.

A brief outline of the CSR Policy of the Company, details of the composition of the CSR Committee, and the initiatives undertaken during the year are provided in Annexure - IV forming part of this Report.

19. SECRETARIAL STANDARDS:

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable circulars issued by the Securities and Exchange Board of India (SEBI), the requirement to prepare and disclose a Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed entities based on market capitalization. Further, the requirement for reasonable assurance on the BRSR Core is applicable to the top 150 listed entities by market capitalization.

As our company does not fall within the aforesaid categories of listed entities during the Financial Year 2025-26, the provisions relating to the preparation of the Business Responsibility and Sustainability Report (BRSR) and obtaining reasonable assurance on the BRSR Core are not applicable to the Company.

21. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS:

There was no qualification, reservation or adverse remark made by the Statutory Auditor and Secretarial Auditor in their report.

22. STATUTORY AUDITORS:

The Company''s Statutory Auditor M/s Singhal & Sewak, Chartered Accountant having (Firm Registration No. 159407W) have successfully conducted the statutory audit of Company for the financial year end 31st March, 2026.

M/s Singhal & Sewak, Chartered Accountant (FRN: 159407W) were appointed as Statutory Auditors of the Company at Annual General Meeting held on 30th September, 2024 and they shall be holding their office till the conclusion of AGM relevant to financial year 2028-29.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

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

23. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on 25 April 2026, appointed M/s. Abhishek Jain & Associates, Practicing Company Secretaries (Certificate of Practice No. 14857) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2025-26.

The Secretarial Audit for the financial year ended 31 March 2026 has been completed, and the Secretarial Audit Report issued by the Secretarial Auditor forms part of this Board''s Report as Annexure-V. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, in accordance with the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on 29th June 2026, has approved, subject to the approval of the Members at the ensuing Annual General Meeting, the appointment of M/s. Abhishek Jain & Associates, Practicing Company Secretaries (Certificate of Practice No. 14857) as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from FY 2026-27 up to FY 2030-31, at such

remuneration and on such terms and conditions as may be determined by the Board of Directors in consultation with the Secretarial Auditors from time to time.

24. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed M/s PSA Jain and Co, Chartered Accountants (FRN: 014738C) as the Internal Auditor of the Company for the Financial Year 2025-2026.

The Internal Auditor is entrusted with the responsibility of conducting internal audits of the Company and evaluating the adequacy and effectiveness of internal control systems, risk management framework, and compliance with applicable statutory and regulatory requirements, and reporting the findings to the Audit Committee from time to time.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace ("POSH"). The summary of POSH training and initiatives taken during the financial year under review as below:

Annual training of all the Internal Complaints Committee (hereinafter referred to as the "ICC") members to keep them abreast of the latest best practices around POSH, refresher of the POSH Law and points to ensure while conducting virtual enquiries;

Periodic communication on the POSH policy to encourage employees to report any form of harassment at work;

Self-paced mandatory training module to enable employees to understand what sexual harassment means and how to seek help if needed; and

POSH policy was updated in line with best practices. Also, the ICC was restructured, and more members were added across locations and entities.

26. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-VI forming part of this report.

27.	DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013: During the period under review, except stated below none of our directors have received any remuneration from our Subsidiary, including any contingent or deferred compensation accrued for Financial Year 2026.
	Sr. No	Name of the Director	Name of the Company	Salary Paid per annum
	1.	Mr. Abhinav Jain	Hexco Global FZCO.	3,60,000/- United Arab Emirate Dirham.

28. DISCLOSURE UNDER SCHEDULE V (PART II) (SECTION II) (B) (IV) (IV) OF COMPANIES ACT 2013:

The Company has paid managerial remuneration during the financial year 2025-26 in accordance with the provision of Section 197 and Schedule V of the Companies Act, 2013.

29. LOANS, GUARANTEES AND INVESTMENTS:

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 relating to loans, guarantees, securities and investments. During the financial year, the Company made investments in mutual funds for efficient treasury management of surplus funds. The particulars of all loans, guarantees, securities and investments covered under Section 186 are provided in the Notes to the Financial Statements forming part of this Annual Report.

During the year under review, the Company has not provided any long-term loans or advances, given any guarantees, nor made any investments under the provisions of Section 186 of the Companies Act, 2013.

30. DEPOSITS:

The Company has not accepted any deposits from the public during the year ended March 31, 2026. There were no unclaimed or unpaid deposits as on March 31, 2026.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

There is foreign exchange earnings and outgo during the year as mentioned in ANNEXURE- VII

32. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period,

and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

33. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 of the Act, directors to the best of their knowledge and belief confirm and state that:

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

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026 and of the profit / loss of the Company for that period;

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

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

34. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the Financial Year 2025-26 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

38. CAPITAL STRUCTURE:

AUTHORISED SHARE CAPITAL:

During the year under review, there has been no change in the Authorized Share Capital.

The Authorized Share Capital as on March 31, 2026 was INR 40,00,00,000 -/ (Indian Rupees Forty Crores only) divided into 40000000 (Four Crores) Equity Shares of INR. 10/- (Indian Rupees Ten Only) each.

PAID UP SHARE CAPITAL:

During the year under review, the issued, subscribed and paid-up share capital of the Company as on March 31, 2026 Share Capital increased pursuant to the Offer for Sale and Fresh Issue of equity shares.

The Paid-up Share Capital of the Company stands at H 38,38,60,000/- (Rupees Thirty-Eight Crores Thirty-Eight Lakhs Sixty Thousand Only) divided into 38386000 (Three Crores Eighty-Three Lakh Eighty-Six Thousand) Equity Shares of H 10/- each.

39. LISTING ON STOCK EXCHANGES:

During the financial year under review, the Company transitioned from an unlisted company to a listed company pursuant to the listing of its equity shares on Bombay Stock Exchange Limited and National Stock Exchange of India Limited with effect from October 03, 2025.

40. SHARES:

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any shares with differential Voting rights

d. BONUS SHARES

During the financial year under review, the Company issued and allotted 29607000 fully paid-up Bonus Equity Shares of face value INR 10 each to the existing equity shareholders in the ratio of 213 (Two Hundred Thirteen) Bonus Equity Shares for every 1 (One) fully paid-up Equity Share held by them as on the Record Date, i.e. 15th April 2025.

The Bonus Shares were issued by capitalization of the Company''s free reserves/securities premium account, as applicable, in accordance with the provisions of Section 63 of the Companies Act, 2013, the applicable rules made thereunder, the Articles of Association of the Company, and other applicable statutory and regulatory requirements. The Bonus Shares rank pari passu in all respects with the existing fully paid-up equity shares of the Company, including with respect to dividend and other rights attached thereto.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

f. DEBENTURES

The Company has not issued any Debentures during the year under review

g. ISSUE OF SHARES:

During the period under review, the Company successfully completed its Initial Public Offering ("IPO") comprising a Fresh Issue of 8640000 equity shares and an Offer for Sale ("OFS") of 959548 equity shares, aggregating to 9599548 equity shares of face value INR 10 each, at an issue price of INR 121 per equity share.

The Fresh Issue resulted in gross proceeds of INR 10454.50 Lakhs to the Company. The equity shares issued pursuant to the Fresh Issue were allotted at a premium of INR 111 per equity share, and the amount of premium received has been credited to the Securities Premium Account in accordance with the provisions of the Companies Act, 2013 and applicable accounting standards. The proceeds from the Offer for Sale were received by the respective selling shareholders and did not result in any inflow of funds to the Company.

Pursuant to the IPO, the equity shares of the Company were listed and admitted to dealings on the National Stock Exchange of India Limited and BSE Limited with effect from 3rd October 2025.

The proceeds of the Fresh Issue are being utilized for the purposes stated in the Prospectus. Pending utilization, the unutilized proceeds as at 31 March 2026 have been kept in designated bank accounts and/or invested in permitted instruments in accordance with the applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

41. FORMAL ANNUAL EVALUATION:

In line with the requirements of the Act and the SEBI Listing Regulations, the NRC and the Board have defined a process and identified the criteria for performance evaluation of the Board, Committees, Chairman and of the individual Board Members, through "Policy for evaluation of the performance of the Board of directors" of the Company; which includes the Board composition and structure, effectiveness of board processes, information director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

42. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the Financial Year 2025-26, all contracts, arrangements and transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis. All material related party transactions were undertaken after obtaining the requisite approval of the Members, wherever applicable, in accordance with the provisions of the Companies Act, 2013, and the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All related party transactions were in compliance with the applicable provisions of the Companies Act, 2013. In terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties are disclosed in Form AOC-2, which forms part of this Board''s Report as Annexure VIII.

43. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2025-26.

44. MAINTENANCE OF COST RECORDS:

In accordance with the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company falls under the class of companies required to maintain cost records. The Board confirms that the Company has duly maintained the prescribed cost records for the financial year 2025-26 in the manner specified under the said Rules.

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

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

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

46. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2025-26, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

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

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

48. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a designated person in a Board meeting and the same has been reported in Annual Return of the company.

49. FRAUD REPORTING:

During the Financial Year 2025-26, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Audit Committee or to the Central Government.

50. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, various Government Authorities and the shareholders for their continued support extended to the Company''s activities during the year under review. Your Directors also acknowledges the shareholders for their support and confidence reposed on your Company.