Striders Impex Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Board is pleased to present the Fifth Board''s Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The financial results for the year ended March 31, 2026 are as follows:

(Amt. in Lakhs
Particulars	Standalone Financial Results		Consolidated Financial Results
	F.Y. 2025-2026	F.Y. 2024-2025	F.Y. 2025-2026	F.Y. 2024-2025
Total Income	6,078.89	6,081.76	7,525.55	6,195.16
Total Expenditure	5,427.29	5,285.61	6,770.71	5,357.17
Profit Before Exceptional Items and Tax	651.60	796.15	754.85	837.99
Add: Exceptional Items	-	-	'''' -	-
Profit Before Tax	651.60	796.15	754.85	837.99
Provision for Current Tax and Deferred Tax	181.77	(5.89)	193.90	(2.75)
Profit after Tax	469.83	802.0	560.95	840.74
Earnings per Equity Share	Face Value: Rs.10/-)
Basic	3.32	5.98	3.96	6.27
Diluted	3.32	5.98	3.96	6.27

2. BUSINESS ENVIRONMENT AND STATE OF COMPANY''S AFFAIRS

Striders Impex Limited ("Striders" or "the Company") operates as a dynamic player in the toy licensing and distribution segment, facilitating the introduction and expansion of globally recognized brands in the Indian and Middle Eastern markets. The Company has established strategic licensing partnerships with leading global brands such as Disney, Nickelodeon, Barbie, Marvel, Minions and Paw Patrol, to name a few, thereby strengthening its presence in the rapidly growing toy industry.

In addition to its licensing and distribution business, the Company is progressively focusing on the development of its own intellectual properties (IPs) in the branded toys and consumer products segment, with the objective of enhancing its competitive positioning alongside global industry participants.

The total revenue earned during the financial year ended March 31, 2026 was ^6,078.89 Lakhs, as compared to ^6,081.76 Lakhs in the previous financial year.

The total expenses incurred during the year were ^5,285.61 Lakhs, as against ^5,427.29 Lakhs in the previous year.

During the year under review, the industry continued to benefit from increasing consumer spending on products of globally recognised brands, growing brand awareness among younger demographics, expansion of organized retail formats, and the continued penetration of e-commerce platforms. These factors supported the long-term growth prospects of the toy and consumer products sector in the Company''s key markets.

However, the business environment during the year was also influenced by geopolitical developments and regional conflicts in the Middle East, which created uncertainty across various sectors of the economy. The resulting disruptions in trade routes, supply chain networks, logistics operations and consumer sentiment impacted business activity across the region. As the Company has a presence in the Middle East market through its operations and subsidiaries, these developments indirectly affected demand patterns, order execution timelines and overall market conditions during the year.

Despite these challenges, the Company remained focused on strengthening its brand portfolio, enhancing operational efficiencies, expanding market reach and maintaining strong relationships with its business partners. The Management continues to adopt a prudent and resilient approach to navigating changing market conditions while pursuing sustainable growth opportunities.

While certain external factors affected business momentum during the period, the underlying fundamentals of the Company''s business, including its established brand partnerships, diversified product offerings and strategic market presence, remain strong and continue to provide a solid foundation for future growth.

3. MAJOR EVENTS OCCURRED DURING THE YEAR

The Following major events occurred during the year under review:

i. CONVERSION OF THE COMPANY FROM A PRIVATE LIMITED TO PUBLIC LIMITED COMPANY

During the year under review, the Company was converted from a Private Limited Company to a Public Limited Company. The approval of the Members was granted at a duly convened ExtraOrdinary General Meeting held on July 18, 2025.

Pursuant to the said conversion, the name of the Company was changed from "Striders Impex Private Limited" to "Striders Impex Limited" by deletion of the word "Private." Consequent to such change, the Memorandum of Association and Articles of Association of the Company were altered and adopted in accordance with the provisions of the Companies Act, 2013.

ii. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

During the year, the Board of Directors and the Members of the Company, at their respective Meetings held on August 22, 2025 and August 29, 2025, approved the Initial Public Offer ("IPO") of the Company.

Pursuant to the aforesaid approvals, the Company launched an IPO of 50,40,000 Equity Shares of face value of ^10 each at a price of ^72 per Equity Share (including a premium of ^62 per Equity Share), aggregating to ^3,628.80 Lakhs. The issue comprised a fresh issue of 45,31,200 Equity Shares and an Offer for Sale of 5,08,800 Equity Shares.

The Company applied to the EMERGE Platform (For SMEs) of the National Stock Exchange of India Limited ("NSE") for in-principle approval for listing of its Equity Shares. The NSE, vide its letter dated February 10, 2026, granted its in-principle approval.

Subsequently, the Company received final listing and trading approval from NSE vide its letter dated March 05, 2026. The Equity Shares of the Company were listed and admitted to dealings on the EMERGE Platform of NSE, and trading commenced with effect from March 06, 2026.

The Equity Shares of the Company are presently listed on the EMERGE Platform of NSE.

4. CHANGE IN THE NATURE OF BUSINESS

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

5. DIVIDEND

In line with the Company''s long-term growth strategy and with a view to conserve resources for future expansion and to leverage emerging market opportunities, the Board of Directors has not recommended any dividend for the Financial Year 2025-26.

6. TRANSFER TO RESERVES

The profits available for appropriation have been wholly carried forward to the Surplus account and there was no amount proposed to be transferred to the General Reserves.

7. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), forms an integral part of this Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, the Company has one Indian wholly-owned subsidiary, namely Striders Distribution & Services Private Limited, and two foreign wholly-owned subsidiaries, namely Striders FZ LLC, UAE and Striders Hub General Trading LLC, Dubai, UAE.

Striders Hub General Trading LLC was incorporated as a wholly-owned subsidiary during the financial year under review.

The financial statements of all the aforementioned subsidiaries have been consolidated with the Company''s financial statements in accordance with the applicable Accounting Standards prescribed

under Section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder, and form part of this Annual Report.

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed to this Report as Annexure A.

The Company does not have any joint venture or associate company as on the date of this Report.

9. DEPOSITS

The Company has neither invited nor 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. Accordingly, no amount of principal or interest was outstanding as on March 31, 2026.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of the Company comprised the following Directors:

i. Mr. Mustafa Esmail Kapasi - Chairman of the Board and Joint Managing Director (DIN:

02150262)

ii. Mr. Kumarshri Rajkumar Bahety - Joint Managing Director (DIN: 08459040)

iii. Mrs. Mariya Mustafa Kapasi - Non-executive Director (DIN: 09804658)

iv. Mr. Prasad Menon - Independent Director (DIN: 06665878)

v. Mr. Pradeep Chechani Lalchand - Independent Director (DIN: 03585082)

Appointments:

During the financial year 2025-26, the following individuals were appointed as Independent Directors of the Company with effect from August 07, 2025:

i. Mr. Prasad Menon - Independent Director (DIN: 06665878)

ii. Mr. Pradeep Chechani Lalchand - Independent Director (DIN: 03585082)

Resignation:

During the year under review, Ms. Samiksha Kumarshri Bahety resigned as a Director of the Company with effect from April 15, 2025.

Change in designation:

During the year under review, the following changes in designation of Directors took place:

i. Mr. Kumarshri Rajkumar Bahety was re-designated from Non-Executive Director to Joint Managing Director (Executive - Promoter) w.e.f. July 01, 2025.

ii. Mr. Mustafa Esmail Kapasi was re-designated from Non-Executive Director to Joint Managing Director (Executive - Promoter) w.e.f. July 01, 2025.

iii. Mrs. Mariya Mustafa Kapasi was re-designated from Executive Director to Non-Executive Director w.e.f. July 01, 2025.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on the date of this Report:

i. Mr. Mustafa Esmail Kapasi - Joint Managing Director (DIN: 02150262)

ii. Mr. Kumarshri Rajkumar Bahety - Joint Managing Director (DIN: 08459040)

iii. Mr. Pankaj Chandrakant Pradhan, Chief Financial Officer (appointed w.e.f. July 29, 2025)

iv. Ms. Shweta Mahadeo Dagade, Company Secretary and Compliance Officer (appointed w.e.f. July 29, 2025)

Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, not less than two-thirds of the total number of Directors of a public company shall be liable to retire by rotation, and one-third of such Directors shall retire by rotation at every Annual General Meeting. Independent Directors are not liable to retire by rotation.

Accordingly, Mrs. Mariya Mustafa Kapasi, Non-Executive Non-Independent Director of the Company (DIN: 09804658), retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The same will be considered by the Shareholders at the AGM.

11. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required pursuant to 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 forms part of this Report and is annexed herewith as Annexure B.

12. ANNUAL RETURN

In accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available at Company''s website https://www.striders.biz/investors.

13. BOARD MEETINGS

During the financial year 2025-26, the Board of Directors of the Company met 24 (Twenty-Four) times. The Meetings were conducted through video conferencing and/or physical mode, in compliance with the applicable provisions of the Companies Act, 2013 and the Secretarial Standards issued by the Institute of Company Secretaries of India.

The intervening gap between any two consecutive Board Meetings did not exceed 120 days, as prescribed under the Act and applicable Secretarial Standards.

The details of Board Meetings held during the year and attendance of Directors are provided below:

14. COMMITTEES OF THE BOARD

a. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR''), the Company has constituted an Audit Committee.

The Audit Committee of the Company was constituted by the Board of Directors in its Meeting dated August 22, 2025.

The Audit Committee oversees the financial reporting process, reviews the financial statements, evaluates the adequacy of internal financial controls and risk management systems, and monitors the performance of internal and statutory auditors. It also reviews related party transactions and ensures compliance with applicable legal and regulatory requirements and other matters as governed in the terms of reference of the Committee.

b. Nomination and Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR''), the Company has constituted a Nomination and Remuneration Committee.

The Nomination and Remuneration (NRC) Committee of the Company was constituted by the Board of Directors in its Meeting dated August 22, 2025.

The composition of the Nomination and Remuneration Committee is as follows:

The Committee is duly constituted with a majority of Independent Directors and is responsible for identifying persons who are qualified to become Directors and who may be appointed in senior management, recommending their appointment and removal, and formulating criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Committee met once during the financial year.

The Company has in place a Nomination and Remuneration Policy, the salient features of which are disclosed in this Report, and the Policy is available on the Company''s website at https://www.striders.biz/investors.

c. Stakeholders'' Relationship Committee

The Board of Directors had constituted the Stakeholders'' Relationship Committee at its meeting held on August 25, 2025.

However, pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to constitute a Stakeholders'' Relationship Committee is presently not applicable to the Company, being an entity listed on NSE''s SME Platform and having less than one thousand security holders. Accordingly, the Stakeholders'' Relationship Committee was subsequently dissolved by the Board.

The Board of Directors continues to oversee investor relations matters and the redressal of investor grievances, if any, and ensures their timely resolution.

During the financial year under review, no complaints were received.

15. MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company met separately, without the presence of Non-Independent Directors and members of the management, once during the financial year 2025-26, on March 31, 2026.

The Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company, and assessed the quality, quantity and timeliness of the flow of information between the Management and the

Board.

iii. Employee Stock Options

The Board of Directors and the Members of the Company, at their respective Meetings held on June 28, 2025 and June 30, 2025, approved the introduction and implementation of the Employee Stock Option Plan, namely "Striders 2025 ESOP," with the objective of attracting, retaining and motivating eligible employees of the Company.

Under the Striders 2025 ESOP, the Company is authorized to create, offer and grant up to 7,05,790 (Seven Lakhs Five Thousand Seven Hundred and Ninety) Employee Stock Options to eligible employees, in one or more tranches, which shall be exercisable into an aggregate of not more than 7,05,790 (Seven Lakhs Five Thousand Seven Hundred and Ninety) Equity Shares of face value Rs. 10/- each, upon payment of the applicable Exercise Price and subject to the terms and conditions of the Striders 2025 ESOP and the applicable laws in force from time to time.

During the financial year under review, no options were granted, vested, exercised or lapsed under the Striders 2025 ESOP and consequently, no equity shares were allotted pursuant to the exercise of stock options.

Accordingly, the disclosure requirements prescribed under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable for the financial year ended March 31, 2026.

17. DECLARATION BY INDEPENDENT DIRECTORS

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

b. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

c. Based on the declarations received and after undertaking due assessment of the veracity thereof, the Board of Directors is of the opinion that all the Independent Directors of the Company fulfill

the conditions specified under the Companies Act, 2013 and the Listing Regulations and are independent of the Management.

18. INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors.

The Independent Directors have diverse knowledge and experience in the fields of business management, finance, strategy, corporate governance and other areas relevant to the Company''s business operations. The Board is satisfied that the Independent Directors provide independent judgment, objective guidance and valuable insights in the conduct of the Company''s affairs and governance practices.

19. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of Section 178(3) of the Companies Act, 2013. The Policy lays down the criteria for determining qualifications, positive attributes, independence of Directors and other matters relating to the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management.

The salient features of the Policy are as follows:

• Identification and appointment of persons qualified to become Directors, KMPs and SMPs based on their qualifications, experience, expertise, integrity, skills and other positive

attributes:

• Formulation of criteria for determining qualifications, positive attributes and independence

of Directors:

• Promotion of an appropriate mix of skills, experience, diversity and independence on the

Board:

• Annual evaluation of the performance of the Board, its Committees and individual Directors;

• Establishment of a remuneration framework designed to attract, retain and motivate Directors, KMPs and SMPs, while ensuring a clear linkage between remuneration and performance;

• Ensuring that remuneration comprises an appropriate balance between fixed and variable pay, aligned with the Company''s short-term and long-term business objectives;

• Succession planning for appointments to the Board and senior management positions; and

• Periodic review of the Policy to ensure continued compliance with applicable laws and alignment with the Company''s strategic objectives.

The said Policy is available on the website of the Company and can be accessed at https://www.striders.biz/investors.

20. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulations, the Compliance with the provisions w.r.t. Corporate Governance disclosures are not applicable to the Company since it falls within the ambit of the exemption, being an SME Listed Entity. Accordingly, the Corporate Governance Report does not form the part of the Annual Report for the financial year 2025-26.

21. COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for all the members of the Board and Senior Management personnel of the Company. The Code of Conduct is available on the Company''s website https://www.striders.biz/investors.

22. ANNUAL EVALUATION OF BOARD''S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, the Chairperson and the individual Directors.

The evaluation was conducted in accordance with the criteria and framework approved by the Nomination and Remuneration Committee, taking into consideration various aspects such as the composition and effectiveness of the Board and its Committees, strategic guidance, governance practices, participation in meetings, quality of discussions and decision-making process, discharge of duties and responsibilities, and contribution of individual Directors.

The Nomination and Remuneration Committee reviewed the performance evaluation process and the outcome thereof. The Board expressed satisfaction with the evaluation process and its results.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 ("the Act"), the Board of Directors, in respect of the year ended March 31, 2026, hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. they 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 at the end of the Financial Year and of the profit and loss of the Company for that period;

c. they 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. they have prepared the annual accounts on a going concern basis;

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

24. VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No person has been denied access to the Audit Committee of the Board.

The Whistle Blower Policy of the Company is available on the website of the Company at https://www.striders.biz/investors.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of investments made by the Company during the financial year 2025-26 are as follows:

The Company has made an investment in Striders FZ LLC, comprising 150 equity shares of AED 1,000 each, constituting 100% of the total shareholding of the investee company, aggregating to INR 38 Lakhs (converted at the exchange rate prevailing on the date of investment).

The Company has not granted any loans or provided any guarantees under Section 186 of the Companies Act, 2013 during the financial year 2025-26.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188

All the contracts/arrangements/transactions entered by the Company during the financial year 202526 with related parties were in the ordinary course of business and on arm''s length basis. Since these transactions were not material in nature, and the relevant details are disclosed in the notes to the Financial Statements, Form AOC-2 is not annexed to this Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board and is available on the Company''s website at: https://www.striders.biz/investors .

The salient features of the CSR Policy are as follows:

• Promotion of education, skill development and livelihood enhancement initiatives;

• Eradication of poverty, hunger and malnutrition, promotion of healthcare, sanitation and access to safe drinking water;

• Promotion of gender equality and support for socially and economically disadvantaged

sections of society:

• Environmental sustainability, ecological conservation and protection of natural resources;

• Protection and promotion of national heritage, art and culture;

• Support for rural development, slum area development and disaster relief and rehabilitation

activities;

• Promotion of sports and welfare measures for armed forces veterans and their dependents;

a n d

• Contribution to funds and institutions engaged in socio-economic development, research, innovation and other activities specified under Schedule VII of the Companies Act, 2013.

During the financial year 2025-26, the Company has spent an amount of ^10,06,120/- against the prescribed CSR obligation of ^10,06,116/-.

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the constitution of a CSR Committee is not mandatory where the CSR obligation of the Company does not exceed ^50 Lakhs. Accordingly, the functions of the CSR Committee are being discharged by the Board, which oversees the implementation and monitoring of CSR activities.

The Company has identified focus areas of engagement which have been enumerated in its CSR Report attached as Annexure C to this Report along with the details of CSR Expenditure done during the year.

28. RISK MANAGEMENT

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Risk Management Policy for identification, evaluation, monitoring and mitigation of risks.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks identified by the business and functional teams are systematically addressed through appropriate mitigating actions on a continuing basis.

The Company follows an integrated approach to risk management, covering key risk areas including financial, operational, regulatory, sectoral, sustainability (including ESG), information technology and cybersecurity risks. The Board of Directors oversees the risk management framework and ensures that appropriate procedures are in place to inform the Board about risk assessment and minimization. The Audit Committee periodically reviews the adequacy of internal financial controls and risk management systems, and assists the Board in monitoring and reviewing key risks and mitigation plans.

Based on the assessment carried out, no risks have been identified which, in the opinion of the Board, may threaten the existence of the Company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

Particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 are as under:

i. CONSERVATION OF ENERGY:

The operations of the Company are not energy-intensive in nature. Nevertheless, the Company remains committed to the efficient utilization and conservation of energy across its offices and warehouse facilities. During the year, the Company continued to focus on energy conservation through regular monitoring of energy consumption, adoption of energy-efficient equipment wherever feasible, preventive maintenance of electrical systems, and optimization of warehouse and office operations. The Company will continue to evaluate and implement practical energysaving initiatives as part of its commitment to sustainable and responsible business practices.

• Steps taken or impact on conservation of energy: The Company remains conscious of energy conservation and continues to undertake measures for the efficient utilization of energy in its day-to-day operations, including regular monitoring of energy consumption, preventive maintenance of electrical systems, adoption of energy-efficient equipment wherever feasible, and optimization of warehouse and office operations.

• Steps taken by the Company for utilizing alternate sources of energy: Nil

• Capital investment on energy conservation equipment: Nil

ii. TECHNOLOGY ABSORPTION:

As a brand-driven global company, the Company continues to leverage technology to strengthen its product development, supply chain, and overall business operations. During the year, the Company enhanced the use of digital tools for product design and continued to evaluate automation, artificial intelligence, data analytics, and digital collaboration platforms to improve decision-making, operational efficiency, and scalability. The management remains committed to adopting appropriate technologies that support innovation, enhance competitiveness, and create long-term value for all stakeholders.

• Efforts made towards technology absorption: Adoption and utilization of appropriate information technology systems, digital tools for product design, business operations and process management, along with evaluation of automation, artificial intelligence, data analytics and digital collaboration platforms to improve operational efficiency and business

scalability.

• The benefits derived like product improvement, cost reduction, product development or import substitution: Improved operational efficiency, better process management, enhanced product development capabilities, informed decision-making, improved customer service, effective business administration and increased scalability.

• Information regarding technology imported during last three years: Nil

• The expenditure incurred on Research and Development: Nil

iii. FOREIGN EXCHANGE EARNING AND OUTGO:			(Amt. in Lakhs)
	Financial Year	2025-26	2024-25
	Earnings	3.73	67.70
	Outgo	2376.21	1,998.93

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

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going Concern status and your Company''s Operations in Future.

31. AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, VRSKD & Co., Chartered Accountants, Mumbai (FRN No. 162923W), were appointed as Statutory Auditors of the Company, to conduct Audit for the Financial Year 2025-26, to fill the casual vacancy caused due to resignation of V. R. Sabnis and Associates, Chartered Accountants, (ICAI Registration No: 131055W) and they shall hold office until the conclusion of the forthcoming Annual General Meeting.

Auditors'' Report

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31, 2026 does not contain any reservation, qualification or adverse remark.

The Statutory Auditors of the Company have not reported any instances of fraud committed in the Company by its officers or employees as specified under Section 143(12) of the Act.

b. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, M/s. Shweta Gokarn & Co., Practicing Company Secretaries, Navi Mumbai (Certificate of Practice Number: 11001; Peer Review No. 1693/2022) were appointed as the Secretarial Auditors to conduct Secretarial Audit for the Financial Year 2025-26.

The Secretarial Auditors'' Report for the Financial Year is annexed to this Report as Annexure D.

The comments, if any, appearing in the Secretarial Audit report are self-explanatory and do not call for any further explanation/ clarification. The secretarial auditor report does not contain any qualification, reservation or adverse remark.

c. Internal Auditor

The Board in its meeting held on March 31, 2026 appointed M/s. Nikhil. K. Shah & Associates (FRN: 152979W), Chartered Accountants, Mumbai, as Internal Auditors for a period of 1 (One) year for Financial Year 2025-26 under Section 138 of the Companies Act, 2013.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY SINCE THE CLOSE OF THE FINANCIAL YEAR 2025-26 TILL THE DATE OF THIS REPORT

No events occurred since the close of the financial year 2025-26 till the date of this report affecting the financial position of the Company.

33. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls, commensurate with the activities and the size of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

34. HUMAN RESOURCES

The Company recognizes its human resources as one of its key assets and critical drivers for sustainable growth. The Company strives to align its human resource policies and initiatives with its business objectives, focusing on talent development, employee engagement and performance management.

The relations between the Management and employees remained cordial throughout the year under

review.

As on March 31, 2026, the Company had 36 employees on its payroll.

35. PARTICULARS OF EMPLOYEES

In terms of the provisions of Sub-Rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, none of the employees except Mr. Mustafa Esmail Kapasi and Mr. Kumarshri Rajkumar Bahety, Managing Directors of Company, drew remuneration in excess of the limits prescribed under the Act.

Relevant particulars are given in Annexure B to this Report.

In terms of Section 136 of the Act, the details of top ten Employees are open for Inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

36. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure and harassment-free work environment for all its employees. The Company has zero tolerance towards sexual harassment and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

The Company has constituted an Internal Complaints Committee ("ICC") in accordance with the provisions of the POSH Act, which is responsible for the prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace. The Company conducts awareness initiatives and ensures adherence to the policy across all levels.

During the financial year ended March 31, 2026, no complaints pertaining to sexual harassment were

received.

Summary of the complaints received during the year under review, are as follows:

I. Number of complaints of sexual harassment received in the year: 0

II. Number of complaints disposed off during the year: 0

III. Number of cases pending for more than ninety days: 0

37. MATERNITY BENEFIT ACT, 1961

The Company has ensured compliance with the provisions of Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961.

38. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Regulation 34(3) read with Schedule V(F) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there were no Equity Shares lying in the Suspense Demat Account/ Unclaimed Suspense Demat Account as on March 31, 2026.

Accordingly, the disclosure requirements prescribed under the aforesaid regulations are not applicable to the Company for the financial year ended March 31, 2026.

39. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has in place a proper system to ensure compliance with the provisions of the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India.

40. GENERAL DISCLOSURES:

• The consolidated financial statement is also being presented in addition to the standalone financial statement of the Company.

• The Company is not required to maintain cost records under sub-section (1) of section 148 of the

Companies Act, 2013.

• There were no applications made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial

year.

• The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the banks or financial institutions along with the reasons thereof - Not Applicable.

• Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation or variation in the utilization of proceeds raised through the Initial Public Offer (IPO) from the objects stated in the Prospectus during the financial year under review.

41. ACKNOWLEDGEMENTS:

Your Directors place on record its sincere appreciation towards Company''s valued overseas customers for the support and the confidence reposed by them in the Company and look forward to the continuance of this mutually supportive relationship in future. Your Directors gratefully acknowledge the contributions made by employees/consultants towards the success of your Company. Your Directors are also thankful for the co-operation and assistance received from its vendors, bankers, regulatory and Governmental authorities in India and abroad and its shareholders.