To,

Dear Shareholders,

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

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

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

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

*Previous year figures have been regrouped / re-arranged wherever necessary.

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

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

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

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

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

The consolidated EBITDA stood at 4,798.26 lakh for FY 2025-26 as compared to 4,339.83 lakh in the previous financial year, reflecting a growth of 10.56%.

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

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

The Board of Directors of the Company, at its meeting held on April 27, 2026, recommended a Final Dividend of 5.00 (Rupees Five Only) per equity share of 10.00 each for the Financial Year 2025-26, subject to the approval of the shareholders at the forthcoming Annual General Meeting of the Company. If approved by the shareholders, the total dividend payout shall amount to 513.96 Lakhs.

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

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

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

The said Policy is available on the website of the Company and can be accessed at the following link: https://www.kotyark.com/_files/ugd/e196d6_09b42d6499a04e099794ffe4b4af2608.pdf?index=true

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

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

*Ceased to be a subsidiary LLP w.e.f. April 1, 2026.

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

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

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

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

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

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

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

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

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

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

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

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

During the year under review, the Company's registration with the Bio-Fuel Authority, Government of Rajasthan, in respect of its manufacturing facility at Swaroopganj, Rajasthan, was valid up to July 31, 2022. The Company applied for renewal of the said registration on July 6, 2022. On account of delay in grant of renewal, the Company filed a writ petition before the Hon'ble Rajasthan High Court. Pursuant to the directions of the Hon'ble Court, the Company remedied certain deficiencies and filed a fresh application within the stipulated timeline, and the concerned authorities were directed to arrive at a decision within three weeks thereof. Despite the Company having complied with the said directions and submitted all requisite documents within time, the renewal was not granted and the matter remained pending. Consequently, the Company filed a subsequent writ petition before the Hon'ble Rajasthan High Court, which remains pending as on the date of this Report.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For the complete emission data sheets, technical parameters, and durability outcome metrics, stakeholders may refer to the detailed disclosures submitted by the Company to the stock exchange: https://nsearchives.nseindia.com/corporate/KOTYARK_25112025132307_ARAI_Report.pdf.

During the year, the Company was awarded the ISO 9001:2015 Quality Management System Certification by

QRO Certification LLP. The certification confirms that the Company's quality management system has been independently assessed and found compliant with the requirements of ISO 9001:2015 for the manufacture and supply of biodiesel and crude glycerin.

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

QRO Certification LLP is an independent third-party management-system certification body. It undertakes assessment and certification of organisations against recognised management-system standards, including ISO

9001:2015. The certification reflects the Company's commitment to consistent quality processes, continual improvement, customer focus and operational excellence in its biodiesel and crude glycerin operations.

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

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

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

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

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

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

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

During the year, the Company acquired land in Rajasthan from RIICO for an aggregate consideration of Approx.

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

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

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

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

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

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

*Approx value did not include GST and Transportation Charges.

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

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

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

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

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

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

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

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

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

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

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

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

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

The Members may refer to the details of the composition of the Board and its Committees available on company's website at: https://5102679a-74da-4c25-9d44-7cf38377b56c.usrfiles.com/ugd/510267_57a97f9dc4f24b25aa0fe2954f67685e.pdf

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

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

Appointment, Re-appointment & Cessation of Directors

During the Financial Year 2025-26;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

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

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

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

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

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

The Performance Evaluation Policy, as adopted by the Board of Directors, is placed on the website of the Company at: https://www.kotyark.com/_files/ugd/e196d6_e2510acb62294c0cb8dcff781b6fd5df.pdf?index=true.

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ‘SEBI (LODR) Regulations, 2015') and as part of the best governance practice, the Company has constituted following

Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

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

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

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

The Audit Committee periodically reviews the functioning and effectiveness of the vigil mechanism. During the year under review, no whistle blower was denied access to the Audit Committee. The Whistle Blower Policy is available on the Company's website and can be accessed at: https://e196d629-fce8-4a58-b231-0ff5fa59c17a.usrfiles.com/ugd/e196d6_ff858a18cf0c4f909ae622d50a563550.pdf

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

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

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at: https://www.kotyark.com/_files/ugd/e196d6_9e5f810046294406bb232fc6954fe673.pdf?index=true.

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

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

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

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

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

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

The Company's Policy on Related Party Transactions provides a framework for identifying Related Parties, determining the materiality of transactions, obtaining requisite approvals and ensuring appropriate disclosures in accordance with the applicable statutory and regulatory requirements. The Policy on Related Party Transactions is available on the Company's website at: https://www.kotyark.com/_files/ugd/e196d6_3f68d771057443fdb9291a5ec2f55a01.pdf

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

PARTICULARS OF EMPLOYEES

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

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

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

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

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

The Corporate Social Responsibility Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark.com/_files/ugd/e196d6_591069c11ed540f091ecbd99fb3253d3.pdf

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

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

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

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

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

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

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

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

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

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

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

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

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from the financial year 2025-26 and ending with the financial year 2029-30. The appointment was approved by the Members through Postal Ballot, the remote e-voting for which was conducted from March 25, 2026 to April 23, 2026.

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is seeking the approval of the Members at the ensuing 10^th Annual General Meeting for ratification of the appointment of M/s. Mittal V. Kothari & Associates as the Secretarial Auditors of the Company for the remaining term of four (4) consecutive years, i.e., from the financial year 2026-27 to 2029-30. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, issued by M/s. Mittal V. Kothari & Associates, forms part of this Annual Report as Annexure H. The said Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

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

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

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

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

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

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

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

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

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

During the year under review,

The Anti-Sexual Harassment Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark.com/_files/ugd/e196d6_55fc72978e0147fda0262a7df2d6f58c.pdf?index=true

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

Securities and Exchange Board of India ("SEBI") has pursuant to circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 on July 31, 2023 as amended by corrigendum ref. no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, and further a master circular no. SEBI/HO/OIAE/OIAE_IAD-

1/P/CIR/2023/145 dated August 11, 2023 ("Master Circular") introduced a common Online Dispute Resolution ("ODR") Portal to facilitate online resolution of all kinds of disputes arising in the Indian Securities Market. The dispute resolution through the ODR Portal can be initiated when within the applicable law of limitation.

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

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

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

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

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

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

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

The Insider Trading Policy of the Company covering the "Code of practices and procedures for Fair disclosures of unpublished price sensitive information" is available on the website https://www.kotyark.com/_files/ugd/510267_c2a56a1581b54367927c0fb8443ba5dc.pdf

Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations'). The

Company has installed SDD Services. Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of PIT Regulations.

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

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

The Risk Management Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark.com/_files/ugd/e196d6_1abf9da49be447128e226e9c71426df8.pdf?index=true.

During the year under review, industrial relations remained harmonious at all our offices and establishments.

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

No such incidence took place during the year.

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

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

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

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

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

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

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