TO THE MEMBERS

DEAR MEMBERS,

The Board of Directors (Board) is pleased to present the 56 th Annual Report on the business and operations of Swadeshi Polytex Limited ("the Company") together with the Audited Financial Statements for the financial year ended March 31, 2026.

The Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the applicable provisions of the Companies Act, 2013, the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards- "Ind AS") Rules, 2015, as amended from time to time, and other applicable regulatory requirements.

FINANCIAL HIGHLIGHTS

The highlights of your Company ' s financial results for the financial year ended March 31, 2026 and for the previous year are summarized below:

(Rs. in Lakhs)

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of business of the Company. The

Company continued to operate in the real estate development and allied business activities in accordance with its existing business objectives and long-term growth strategy.

COMPANY PERFORMANCE, MATERIAL CHANGES AND COMMITMENTS

During the financial year under review, Swadeshi Polytex Limited recorded revenue of 1.38 Lakhs as against 40 Lakhs in the previous financial year. Despite limited operational revenue during the year under review, the Company continued to maintain a stable financial position and remained focused on identifying sustainable growth opportunities.

The Company is actively exploring prospective development projects and investment opportunities in the real estate sector with an objective to strengthen its operational base, enhance future revenue potential and create long-term stakeholder value. The management remains optimistic about the emerging opportunities in the sector and is taking strategic steps towards future business expansion.

Further, there were no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, except as otherwise disclosed in this

Annual Report. The Company continued to carry on its business activities in the ordinary course and no significant event having a material impact on the financial position of the Company occurred after the close of the financial year.

DIVIDEND

With a view to conserve financial resources and strengthen long-term stakeholder value, the Board of Swadeshi Polytex Limited has decided not to recommend any dividend for the financial year ended March 31, 2026. The decision has been taken after considering the Company ' s financial position, future business plans, proposed investments, and overall growth strategy.

TRANSFER TO GENERAL RESERVE

During the financial year under review, the Company has not transferred any amount to the General Reserve. The Company earned a profit of 417.57 Lakhs during the financial year 2025 26, which has been retained in the Statement of Retained Earnings.

SHARE CAPITAL

• No shares were allotted during the year.

• No shares were bought back.

• No Sweat Equity Shares or Stock Options were issued.

• No Bonus Shares were issued during the year.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

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

Accordingly, the requirements related to disclosure of financial performance and other details of such entities are not applicable for the year under review.

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review, there were no changes or alterations made to the Memorandum of Association or the Articles of Association of the Company. The existing charter documents remain in full force and effect without any modifications.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, the following Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment:

• Mr. Gaurav Swarup (DIN: 00374298)

• Mr. Ashutosh Gupta (DIN: 09043439)

In terms of the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), brief particulars of the aforesaid Directors, including their qualifications, experience, expertise and details of other directorships and committee memberships, are provided in the Explanatory Statement forming part of the Notice convening the ensuing Annual General Meeting.

B. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules framed thereunder.

- Mr. Bhuwan Chaturvedi: Chief Executive Officer

- Mr. Ankit Garg: Chief Financial Officer

- Ms. Anuradha Sharma: Company Secretary

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (7) OF THE COMPANIES ACT, 2013

The Company has received necessary declarations from all the 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. The Independent Directors have also confirmed that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have further confirmed compliance with the provisions of Schedule IV of the Companies Act, 2013 and Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,

2014, as amended from time to time, relating to registration with the Indian Institute of Corporate Affairs and successful completion of the online proficiency self-assessment test, wherever applicable.

In compliance with Regulation 17(5) of the SEBI Listing Regulations, the Company has adopted a Code of Conduct for Directors and Senior Management Personnel incorporating, inter alia, the duties of directors as laid down under the Companies Act, 2013. All the Directors and Senior Management Personnel have affirmed compliance with the said Code for the financial year ended March 31, 2026 .

A declaration confirming compliance with the Code of Conduct, signed by the Chief Executive Officer of the Company, forms part of this Annual Report.

Declaration by Chief Executive Officer

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015].

I, Bhuwan Chaturvedi, Chief Executive Officer (CEO) of Swadeshi Polytex Limited hereby declare that all the members of Board and Senior Management have affirmed compliance with the Code of Conduct of

Board and Senior Management of the Company for the year ended 31 st March, 2026. Sd/-Bhuwan Chaturvedi CEO

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Policy on the appointment and remuneration of Directors, including the criteria for determining qualifications, positive attributes, independence of a Director, and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company's website at the following link: https://www.splindia.co.in/corporate_governance.html

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee and the Board of Swadeshi Polytex Limited have laid down the criteria and framework for annual performance evaluation of the Board, its committees and individual

Directors, including the Chairperson and Chief Executive Officer.

The performance evaluation process covered various aspects of the functioning of the Board and its Committees, including composition, experience, competencies, effectiveness of meetings, discharge of duties and responsibilities, corporate governance practices and compliance management. The evaluation of individual Directors was carried out on parameters such as participation, contribution, guidance and oversight provided in Board and Committee meetings.

A separate meeting of the Independent Directors was held on March 17, 2026, in compliance with the requirements of Schedule IV to the Companies Act, 2013 and the SEBI Listing Regulations. At the meeting, the Independent Directors, inter alia, reviewed: • the performance of Non-Independent Directors and the Board as a whole; • the performance of the Chairperson of the Company, taking into account the views of the Non-Executive Directors; and • the quality, quantity and timeliness of flow of information between the management of the Company and the Board, necessary for the Board to effectively and reasonably perform its duties.

SECRETARIAL STANDARDS

The Directors of the Company hereby confirm that the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"), namely SS-1 relating to Meetings of the Board and SS-2 relating to General Meetings, during the financial year under review.

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

The particulars required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are provided hereunder:

A. Conservation of Energy

The operations of the Company are not energy intensive. Nevertheless, the Company continues to undertake necessary measures for conservation and efficient utilization of energy, wherever practicable.

B. Technology Absorption

The nature of the Company ' s business does not involve any significant technology absorption, adaptation or innovation. Accordingly, the disclosure requirements relating to technology absorption as prescribed under the Companies (Accounts) Rules, 2014 are not materially applicable to the Company.

Further, the Company has not incurred any expenditure on Research and Development during the financial year under review, considering the nature of its business activities.

C. Foreign Exchange Earnings and Outgo

During the financial year under review, the Company had no foreign exchange earnings or outgo.

The business operations of the Company remained entirely domestic in nature and no transactions involving foreign exchange were undertaken during the year.

STATE OF COMPANY'S AFFAIRS

The Board of the Company is confident that the Company is well-positioned to capitalize on emerging opportunities in the real estate sector and continue its journey towards sustainable growth. The Company remains focused on prudent financial management, conservation of resources and reinvestment in strategic business opportunities with an objective to enhance shareholder value and long-term profitability.

The Company continues to evaluate suitable development and investment opportunities and remains optimistic about the long-term prospects of the real estate industry. With the continued support of stakeholders and the dedicated efforts of the management team, the Board is confident of achieving the Company ' s strategic and business objectives in the years ahead.

During the financial year 2025 26, the Company earned a profit after tax of 417.57 Lakhs. The total income of the Company during the year under review stood at 797.58 Lakhs as against 760.76 Lakhs in the previous financial year. Profit from continuing operations for the financial year under review was 417.57 Lakhs as compared to profit of 227.59 Lakhs in the previous financial year.

ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2026 is available on the website at www.splindia.co.in.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and complying with the corporate governance requirements prescribed by the Securities and Exchange Board of India ("SEBI") and other applicable laws. The Company continuously endeavours to adopt and implement best governance practices to ensure transparency, accountability and ethical conduct in all aspects of its operations.

A detailed Report on Corporate Governance pursuant to Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report and is annexed herewith as Annexure–A .

Further, the certificate from Shruti Singhal & Associates confirming compliance with the conditions of

Corporate Governance as stipulated under Schedule V(E) of the SEBI Listing Regulations forms part of this Annual Report and is annexed herewith as Annexure–B.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report and is annexed herewith as Annexure–C. DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year under review, the Company did not enter into any Related Party Transactions attracting the provisions of Section 188 of the Companies Act, 2013. Accordingly, disclosure in Form AOC-2 is not applicable.

The Policy on Materiality of Related Party Transactions, as approved by the Board, is available on the Company's website at the following link: https://www.splindia.co.in/corporate_governance.html.

All related party transactions as per AS-18, that occurred during the year have been disclosed in Note

No. 40 of the financial statements, in compliance with the requirements of " Ind AS 24 - Related Party

Disclosures" issued by the Institute of Chartered Accountants of India (ICAI).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND DEMAT SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment. In terms of the foregoing provisions of the Act, there was no amount or shares required to be transferred to IEPF authority by the Company for the year ended 31 st March, 2026.

Further status of Demat suspense account is as follows: a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year - Nil b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year- 1 c) number of shareholders to whom shares were transferred from suspense account during the year- 1 d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; 1 Shareholder- 1000 Shares e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- Yes

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the rules made thereunder, the Company has constituted a Corporate Social Responsibility ("CSR") Committee and formulated a CSR Policy. The CSR policy which is available on the Company's website at the following link: https://www.splindia.co.in/corporate_governance.html.

The Annual Report on CSR activities containing details of the composition of the CSR Committee, CSR initiatives undertaken during the financial year and other prescribed disclosures forms part of this Report as Annexure–D in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

AUDITORS:

a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

In accordance with the provisions of the Companies Act, 2013 and Rules framed thereunder M/s.

SANMARK & Associates, Chartered Accountants (ICAI Firm Registration No. 003343N) were appointed as Statutory Auditors of the Company for a term of five years, commencing from the conclusion of 52 nd Annual General Meeting held on 21 st September, 2022 until the conclusion of 57 th Annual General Meeting, which will be held in the year 2027.

The Auditors' Report on the Financial Statements of the Company for the Financial Year 2025-26 forms part of this Annual Report. The Auditors ' Report on the financial statements, read together with the relevant notes thereon, is self-explanatory. The observations made by the Statutory Auditors in their Report have been duly explained by the Board elsewhere in this Board's Report pursuant to the provisions of Section 134(3)(f) of the Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of the Companies Act, 2013. Therefore, no further disclosure is required under Section 134(3) (ca) of the Act.

b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Baldev Singh Kashtwal, Practicing Company Secretary, was appointed as the Secretarial Auditor of the Company for a term of five consecutive years at the last Annual General Meeting.

Accordingly, he is conducting the Secretarial Audit of the Company for the financial year ended March 31, 2026, being within the said tenure.

The Secretarial Audit Report in Form MR-3, received from the Secretarial Auditor, is annexed herewith as " Annexure E " and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks except as mentioned below: -

Mr. Mahendra Swarup is one of the promoters of the Company and is holding 52,500 Equity Shares of Rs.1/- each fully paid – up in the Company in physical form. As informed by the Company, Mr.

Mahendra Swarup expired long back and the succession certificate has not yet been obtained.

National Textile Corporation Limited (A Government Company) is also one of the promoters of the company is holding 1,31,10,000 (One Crore Thirty-One Lakh Ten Thousand) Equity Shares of Rs. 1/- each, fully paid-up, out of which 1,31,05,000 (One Crore Thirty-One Lakh Five Thousand) Equity Shares have been dematerialised and only 5,000 Equity Shares are still held in physical form. The Promoter has been informed several times to dematerialise the said shares. Accordingly, these 5,000 Equity Shares held in physical form are yet to be dematerialised as required under Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board would like to clarify that the non-dematerialization of the aforesaid shares is not attributable to any default on the part of the Company, as the Company has already undertaken the necessary follow-ups and communications with the concerned promoter shareholder(s).

c. INTERNAL AUDITORS

M/s. Intrico and Advisors Private Limited, Internal Auditors of the Company, conducted the Internal

Audit for the financial year 2025 26 in accordance with the provisions of the Companies Act, 2013 and applicable standards.

The Internal Audit Reports submitted by them were reviewed and considered by the Audit Committee and the Board. The findings and recommendations were duly noted and necessary actions were taken, wherever required, to further strengthen the internal control systems and processes of the Company.

d. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not applicable to the Company. Accordingly, the Company is not required to maintain cost records as prescribed under the said Rules.

Further, as per the provisions of Section 148 of the Companies Act, 2013, and the Companies (Cost Records and Audit) Amendment Rules, 2014, the requirement for conducting a cost audit is also not applicable to the Company. Hence, the Company was not required to appoint a Cost Auditor for the financial year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

ANNUAL SECRETARIAL COMPLIANCE REPORT :

In accordance with Regulation 24(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8 th February, 2019, all listed entities are required to conduct an Annual Secretarial Compliance Audit by the Secretarial Auditor, covering compliance with all applicable SEBI Regulations, circulars, and guidelines issued thereunder. The Secretarial Compliance report is in addition to the Secretarial Audit Report conducted under the provisions of the Companies Act, 2013, and is required to be submitted to Stock Exchanges within 60 days from the end of the financial year.

For the financial year ended March 31, 2026, the Company has engaged the services of CS Baldev Singh Kashtwal, Secretarial Auditors of the Company (CP No. 3169 ), for conducting the Annual Secretarial

Compliance Audit and providing the requisite certification.

The Annual Secretarial Compliance report shall be submitted to the stock exchange, within the prescribed timeline, in accordance with the Listing regulations.

POLICIES:

The Company is committed to upholding the highest standards of ethics and integrity in all its business transactions, guided by a strong value system. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has formulated and periodically reviews several key policies as mandated for all listed entities.

These policies are reviewed and approved by the Board from time to time to ensure continued relevance and effectiveness in line with regulatory requirements and corporate governance best practices. The following policies have been adopted by the Company and are available on the Company's website:

- Vigil Mechanism / Whistle Blower Policy

- Related Party Transaction's Policy

- Orderly Succession Policy

- CSR Policy

- Nomination & Remuneration Policy

- Policy on determination and disclosure of Materiality of Events and Information and Web Archival Policy

PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding deposits as on March 31, 2026.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continues to be listed on the BSE Limited. The Annual Listing Fee for the current year has been paid to the BSE Limited, in compliance with the applicable regulatory requirements.

SIGNING OF THE FINANCIAL STATEMENTS:

In accordance with the provisions of Section 134 of the Companies Act, 2013, the financial statements of the Company for the financial year ended March 31, 2026, including the Balance Sheet, Statement of

Profit and Loss, Cash Flow Statement, and other relevant documents, have been approved by the Board in its meeting held on 22 nd May, 2026.

The financial statements have been signed on behalf of the Board by the two Directors, as well as by the, Chief Executive Officer, Chief Financial Officer and the Company Secretary, in compliance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility that to the best of their knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c) and Section 134 (5) of the Act, in the preparation of the annual accounts for the financial year ended 31 st March, 2026 and state that: (a) In the preparation of the financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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 of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the financial statements on a going concern basis; (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

OTHER DISCLOSURES:

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, four (04) meetings of the Board were convened and held. The intervening gap between any two consecutive meetings was within the time limit prescribed under the Companies Act, 2013 and the Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India (ICSI).

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder, the Company has duly constituted an Audit Committee. The Committee plays a pivotal role in ensuring transparency, integrity and accountability in the Company ' s financial reporting, internal financial controls and audit processes.

The Audit Committee oversees the financial reporting process, reviews the adequacy of internal control systems, evaluates the findings of internal and statutory auditors and monitors compliance with applicable legal and regulatory requirements. The recommendations of the Audit Committee are regularly placed before the Board and are duly considered by it.

As on date of this report, the Audit Committee comprises the following members:

During the year five (05) meetings of the Audit Committee were convened and held on:

• 23 rd May, 2025

• 11 th August, 2025

• 12 th November, 2025

• 04 th December, 2025

• 10 th February, 2026

The gap between two consecutive meetings did not exceed one hundred and twenty days as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The majority of the members of the Audit Committee are financially literate and possess requisite expertise in accounting and financial management. The Committee met at regular intervals during the year to review and recommend the quarterly and annual financial results, consider audit observations and recommendations, evaluate the adequacy and effectiveness of internal control systems and internal audit functions and review compliance with applicable laws and regulations.

The attendance of the Audit Committee members at the meetings held during the financial year is as under:

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the rules made thereunder, the Company has duly constituted a Nomination and Remuneration Committee. The

Committee is entrusted with the responsibility of identifying persons qualified to become Directors and who may be appointed in senior management, recommending their appointment and remuneration and carrying out evaluation of the performance of the Directors, Key Managerial Personnel and Senior Management Personnel.

The Committee also formulates the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board, a policy relating to the remuneration for Directors, Key Managerial Personnel and other employees.

As on the date of this Report, the Nomination and Remuneration Committee comprises the following members:

During the year One (01) meeting of the Nomination & Remuneration Committee was convened and held on: 23 rd May, 2025 The attendance of the Nomination & Remuneration Committee members at the meeting held during the financial year is as under:

The Committee reviewed matters relating to the performance evaluation of Directors and Key Managerial Personnel, remuneration structure and other related matters in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders Relationship Committee. The primary function of the Committee is to consider and resolve the grievances of security holders of the Company, including complaints relating to transfer/transmission of shares, non-receipt of annual reports, dividends and other investor-related matters.

As on the date of this Report, the Stakeholders Relationship Committee comprises the following members:

The Committee ensures that the interests of shareholders and other stakeholders are adequately protected and that investor grievances are resolved in a timely and efficient manner.

During the year only one meeting of the Stakeholders Relationship Committee was convened and held on 10 th February, 2026 .

The attendance of the members of the Stakeholders Relationship Committee at the meeting held during the financial year is as follows:

During the year under review, the Committee reviewed the status of investor complaints, share transfer related matters, dematerialization requests and other stakeholder correspondence. The Committee noted that all valid requests and complaints received during the year were attended to and resolved within the prescribed timelines.

* Mr. Hartaj Sewa Singh, Chairman could not attend the meeting and leave of absence was granted to him. Thereafter, upon request, Ms. Shukla Bansal chaired the meeting.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of the Company is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board comprises an optimum combination of Executive, Non-Executive and Independent Directors, ensuring a balanced and effective governance framework in the best interests of the Company and its stakeholders. The Board periodically reviews its composition, diversity and structure to ensure continued compliance with applicable laws and to bring an appropriate mix of skills, experience and expertise to the decision-making process.

During the Financial Year 2025-26, the following changes occurred in the Board of the company:

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

STATEMENT REGARDING OPINION OF THE BOARD OF DIRECTORS WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board, after due consideration, is of the opinion that all the Independent Directors of the Company possess the necessary integrity, expertise, and experience to effectively contribute to the Company's affairs.

The Board has thoroughly evaluated their proficiency in terms of their professional background, leadership qualities, and relevant experience in diverse fields. Furthermore, the Independent Directors demonstrate a strong commitment to upholding the highest standards of corporate governance and have proven to be invaluable in bringing an independent and objective perspective to the decision-making process. The Board believes that the integrity, expertise, and proficiency of the Independent Directors are aligned with the Company ' s objectives and are vital for fostering long-term growth and sustainability.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

During the year under review, the Company has not granted any loan, nor provided any guarantee under the provisions of Section 186 of the Companies Act, 2013.

However, the Company has made investments in mutual funds in accordance with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. All such investments were made within the limits approved by the Board and in compliance with the applicable provisions of the Act and the Company's internal investment policies.

The details of investments made during the year form part of the Notes to the Financial Statements annexed to this Annual Report.

Details of the investments made is as follows:

• Kotak Equity Arbitrage Fund Growth Rs. 10 Crore

• SBI Arbitrage Opportunities Fund Growth- Rs. 10 Crore

• ICICI Prudential Equity - Arbitrage Fund - Reg Growth - Rs. 10 Crore

• HDFC Arbitrage Fund - WP Growth- Rs. 10 Crore

BUSINESS RISK MANAGEMENT: defined The Company has place a robust and well- risk management framework designed to identify, evaluate, monitor and mitigate various business risks. The framework encompasses risk mapping, trend analysis, assessment of risk exposure, evaluation of potential impact and implementation of appropriate mitigation measures to address both internal and external risks affecting the business operations of the Company.

Risk management forms an integral part of the Company's overall management and governance processes and is continuously embedded into its business operations in accordance with the provisions of Section

134(3)(n) of the Companies Act, 2013. The objective of the framework is to proactively minimise adverse impacts of identified risks and ensure sustainable business growth and operational efficiency.

The Board periodically reviews the risks associated with the business and the effectiveness of the mitigation measures adopted by the Company. Based on the assessment carried out during the year under review, no risk has been identified which, in the opinion of the Board, may threaten the existence of the Company.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder, the Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.

The policy aims to create and maintain a safe, secure and dignified working environment for all employees and seeks to educate employees about conduct that may constitute sexual harassment, preventive measures and the mechanism available for redressal of complaints, if any.

As on the date of this Report, the Company has no employee and, accordingly, is not required to constitute an Internal Complaints Committee ("ICC") under Section 4 of the POSH Act.

However, the Board notes the following:

• The requirement to constitute an Internal Complaints Committee shall become applicable immediately upon the Company reaching the prescribed threshold of ten employees, irrespective of the gender composition of the workforce.

• As a measure of good governance and proactive compliance, the Company recognises the importance of maintaining an effective mechanism for prevention and redressal of sexual harassment at workplace and shall take necessary steps for constitution of the ICC as and when applicable.

• In the absence of an ICC, any complaint pertaining to sexual harassment at workplace may be referred to the Local Complaints Committee ( " LCC " ) constituted by the District Officer under the provisions of the POSH Act.

The status of complaints received and disposed off during the financial year 2025-26 is as under: a. number of complaints filed during the financial year Nil b. number of complaints disposed off during the financial year Nil c. number of complaints pending as on end of the financial year Nil d. number of cases pending for more than ninety days- Nil

COMPLIANCE UNDER MATERNITY BENEFITS ACT, 1961

During the year under review, there were no applicable cases requiring benefits to be extended under the Maternity Benefit Act, 1961. The Company, however, has in place appropriate policies and processes to ensure compliance with the provisions of the Act and remains committed to extending all statutory maternity benefits and related entitlements to eligible employees, as and when applicable.

INSIDER TRADING REGULATION

The Company has implemented a Code of Conduct for the Prevention of Insider Trading, in the form of a Structured Digital Database (SDD), to regulate the trading of securities by the Directors and designated employees. The Code mandates pre-clearance for transactions involving the Company's shares and prohibits the purchase or sale of shares by Directors and designated employees when in possession of unpublished price-sensitive information or during the closure of the Trading Window. The Board is responsible for ensuring the effective implementation of this Code.

All the Board and Key Managerial Personnels (KMP ' s) have confirmed their compliance with the Code.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Report on Business Responsibility and Sustainability Report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015 since the Company does not fall within top 1000 listed entities.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY 2025-26, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The observations and comments of the Audit Committee are placed before the Board time to time.

CODE OF CONDUCT

The Board of the Company has adopted a Code of Conduct applicable to all Directors, Senior Management Personnel and employees of the Company. The Code lays down the standards of ethical conduct, integrity and professionalism to be followed in the conduct of the Company's business and operations.

The Company is committed to maintaining the highest standards of corporate governance and ethical practices and follows a policy of "Zero Tolerance" towards bribery, corruption, fraud and unethical business practices of any kind. The Code provides guidance on transparency, accountability, compliance with laws and avoidance of conflict of interest in all business dealings and decision-making processes.

The Board has also laid down appropriate policies and procedures to ensure compliance with the principles embodied in the Code and to prevent unethical conduct within the organisation.

All the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct for the financial year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Company's business for the year, as stipulated under Regulation 34 (2) (e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in

" Annexure-F " .

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by any Regulator, Court,

Tribunal or Statutory Authority which could impact the going concern status of the Company or materially affect its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, the Company has neither made any application under the

Insolvency and Bankruptcy Code, 2016 nor were any proceedings initiated or pending against the

Company under the said Code as at the end of the financial year.

DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE AVAILING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

The disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable to the Company, as the Company has not entered into any One Time Settlement with Banks or Financial Institutions during the year under review and has not availed any loan from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to the Company's shareholders, customers, business associates, vendors, bankers, regulatory authorities, government and non-government authorities and all other stakeholders for their continued support, trust and confidence reposed in the Company.

The Directors also acknowledge the guidance and cooperation extended by various statutory and regulatory authorities from time to time. The Board further appreciates the commitment and contribution of all persons associated with the Company towards its continued growth and stability.

The Directors remain committed to pursuing the long-term growth objectives of the Company and creating sustainable value for all stakeholders.