ASSOCIATE COMPANIES

SHRI GANG INDUSTRIES AND ALLIED PRODUCTS LIMITED ("SHRI GANG")

M/s Shri Gang Industries and Allied Products Limited ("Shri Gang") was an Associate Company of the Company within the meaning of Section 2(6) of the Companies Act, 2013 during the financial year under review. As on March 31, 2026, the Company held 20.02% of the equity share capital of Shri Gang and, accordingly, Shri Gang was classified as an Associate Company of the Company.

Subsequent to the close of the financial year, the Company's shareholding in Shri Gang was reduced from 20.02% to 18.83% on June 06, 2026. Consequently, Shri Gang ceased to be an Associate Company of the Company under the provisions of the Companies Act, 2013 with effect from June 06, 2026.

Shri Gang is engaged in the manufacture of Indian Made Foreign Liquor (IMFL), Scotch Whisky and Extra Neutral Alcohol (ENA). It has entered into an exclusive manufacturing arrangement with United Spirits Limited (Diageo) for the manufacture of premium IMFL and Scotch Whisky in the State of Uttar Pradesh. Shri Gang also owns brands such as Golden Cascade and Bulldozer. These strategic business arrangements provide operational stability and strengthen Shri Gang's position in the alcoholic beverages and ENA manufacturing industry

VRV FOODS LIMITED (‘VRV")

During the financial year 2025-26, the Company entered into a Share Purchase Agreement for the proposed acquisition of up to 50.03% of the equity share capital of VRV Foods Limited ("VRV"), with the objective of making VRV a subsidiary of the Company upon completion of the proposed acquisition.

The proposed acquisition, being a material related party transaction, was approved by the Audit Committee and the Board of Directors on February 07, 2026, and subsequently approved by the Members of the Company at the Extra-Ordinary General Meeting held on March 06, 2026.

Pursuant to the aforesaid approvals, the Company completed the acquisition of 22,50,000 equity shares of VRV from the promoter group persons/entities on March 09, 2026, at a purchase consideration of ^66 per equity share, aggregating to ^14.85 crore, out of the total 56,25,400 equity shares approved for acquisition.

Consequent to the said acquisition, the Company's shareholding in VRV increased to 20.01% of the paid-up equity share capital with effect from March 09, 2026. Accordingly, VRV became an Associate Company of the Company within the meaning of Section 2(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VRV is engaged in the business of manufacturing and bottling of country liquor and operates a bottling plant at Sansarpur Terrace, District Kangra, Himachal Pradesh. The company has established a strong marketing and distribution network across the State of Himachal Pradesh and, over the years, has emerged as one of the leading manufacturers of country liquor in the State.

The business of VRV is strategically aligned with the Company's existing liquor business and is expected to provide operational and strategic synergies through expansion of the Company's presence in the alcoholic beverages segment. VRV has established a significant market presence in the country liquor segment in Himachal Pradesh, supported by its flagship brand, "VRV Santra".

SHARE CAPITAL OF THE COMPANY

AUTHORISED SHARE CAPITAL

The Authorised Share capital of the Company as on March 31, 2026 was ^ 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore only) equity shares of ^ 10/- (Rupees Ten Only) each.

During the financial year 2025-26, the Authorised Share Capital of the Company was increased in two stages:-

a) Pursuant to the approval of the Board of Directors at its meeting held on March 29,2025 and the approval of the Members at ExtraOrdinary General Meeting held on April 28, 2025, the Authorised Share Capital of the Company was increased from ^25,00,00,000 (Rupees Twenty-Five Crore Only), comprising 2,50,00,000 (Two Crore Fifty Lakh) equity shares of ^10 (Rupees Ten) each, to ^40,00,00,000 (Rupees Forty Crore Only), comprising 4,00,00,000 (Four Crore) equity shares of ^10 (Rupees Ten) each.

b) Subsequently, pursuant to the approval of the Board of Directors at its meeting held on July 28,2025 and the approval of the Members at the 33^rd Annual General Meeting held on August 26, 2025, the Authorised Share Capital of the Company was further increased from ^40,00,00,000 (Rupees Forty Crore Only), comprising 4,00,00,000 (Four Crore) equity shares of ^10 (Rupees Ten) each, to

^50,00,00,000 (Rupees Fifty Crore Only), comprising 5,00,00,000 (Five Crore) equity shares of ^10 (Rupees Ten) each.

PAID-UP EQUITY SHARE CAPITAL

During the financial year under review, the fully paid-up equity share capital of the Company increased from ^15,83,28,350, comprising 1,58,32,835 equity shares of ^10 each, to ^18,52,52,440, comprising 1,85,25,244 fully paid-up equity shares of ^10 each, pursuant to the preferential allotment of equity shares under a share swap arrangement towards the acquisition of equity shares of M/s Carya Chemicals & Fertilizers Private Limited ("CARYA").

Further, pursuant to the Rights Issue, the Company allotted 2,99,25,394 partly paid-up equity shares of face value of ^10 each at an issue price of ^40 per share (including a premium of ^30 per share) on November 10, 2025. At the time of allotment, ^2.50 per share towards the face value and ^7.50 per share towards securities premium was paid-up. Subsequently, pursuant to the First Call, an additional ^2.50 per share towards the face value and ^7.50 per share towards securities premium was called from the shareholders. Accordingly, the partly paid-up equity shares in respect of which the First Call was duly received were converted into ^5 paid-up equity shares.

As at March 31, 2026, 1,68,629 partly paid-up equity shares continued to remain ^2.50 paid-up on account of non-receipt of the First Call Money, while the balance shares, in respect of which the requisite First Call Money was received, stood converted into ^5 paid-up equity shares.

Accordingly, as at March 31, 2026, the paid-up equity share capital of the Company comprised:

• 1,85,25,244 fully paid-up equity shares of ^10 each; and

• 2,97,56,765 partly paid-up equity shares with ^5 paid-up per equity share; and

• 1,68,629 partly paid-up equity shares with ^2.50 paid-up per equity share.

FUND RAISING, SHARE ALLOTMENTS AND STRATEGIC ACQUISITIONS PREFERENTIAL ALLOTMENT

During the financial year under review, the Company completed a preferential allotment of 26,92,409 Equity Shares of face value of ^10 each at an issue price of ^76 per Equity Share, aggregating to ^20,46,23,319.60, pursuant to the approval of the Board of Directors and the Members of the Company and in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations").

The aforesaid Equity Shares were allotted by way of share swap consideration towards the acquisition of 1,62,39,946 fully paid-up equity shares of M/s Carya Chemicals & Fertilizers Private Limited ("CARYA"), in furtherance of the Company's strategic objective of strengthening and consolidating its presence in the Alco-Bev sector.

The preferential allotment was undertaken in compliance with the applicable statutory requirements, including the requisite approval of the Members of the Company and the in-principle approval granted by BSE Limited.

RIGHT ISSUE OF PARTLY PAID UP EQUITY SHARES

During the financial year under review, the Company undertook and successfully concluded its Rights Issue of partly paid-up equity shares, reflecting the continued support and confidence of its shareholders in the Company's growth plans and future prospects.

The Company made an offer of 2,99,25,394 partly paid-up equity shares of face value of ^10 each at an issue price of ^40 per share (including a premium of ^30 per share), aggregating up to ^11,970.16 lakhs, on a rights basis to the existing shareholders in the ratio of 21 (Twenty-One) Rights Equity Shares for every 13 (Thirteen) fully paid-up equity shares held by the eligible shareholders as on the Record Date i.e. October 13, 2025.

Pursuant to the receipt of in-principle approval from BSE Limited on October 06, 2025, the Company filed the Letter of Offer dated October 09, 2025 with BSE Limited. On application a sum of Rs 10 per equity share was required to be paid, comprising ^2.50 towards face value and ^7.50 towards securities premium. The Rights Issue remained open for subscription from October 23, 2025 to November 07, 2025 and received an encouraging response from shareholders, resulting in the Issue being oversubscribed by 1.14 times, demonstrating the continued trust and confidence reposed by the shareholders in the Company.

Pursuant to the approval of the Basis of Allotment by BSE Limited, being the Designated Stock Exchange, and in consultation with the Registrar to the Issue, the Company allotted 2,99,25,394 partly paid-up Rights Equity Shares on November 10, 2025. The said shares were subsequently listed on BSE Limited and credited to the respective demat accounts of the shareholders.

In accordance with the terms of the Letter of Offer, the Company made the First Call of ^10 per partly paid-up equity share (comprising ^2.50 towards face value and ^7.50 towards securities premium) in January 2026. The Company received First Call Money aggregating to ^29,78,74,220 in respect of 2,97,87,422 partly paid-up equity shares which were thereafter converted into ^5 paid-up equity shares.

However, call money for 1,37,972 shares remained unpaid. After providing adequate opportunities to the concerned shareholders, the Company, on April 13, 2026, forfeited 1,37,972 partly paid-up Rights Equity Shares on account of non-payment of First Call Money aggregating to ^13,79,720, in accordance with the Articles of Association of the Company and applicable provisions of the Companies Act, 2013.

ACQUISITIONS

During the financial year the Company undertook various acquisitions of equity shares in Carya Chemicals & Fertilizers Private Limited ("CARYA"), Shri Gang Industries and Allied Products Limited ("Shri Gang") and VRV Foods Limited ("VRV Foods"). The details of the acquisitions are set out below:

Acquisition of Shares of Carya Chemicals & Fertilizers Private Limited ("CARYA")

The Company acquired an aggregate of 2,26,18,300 fully paid-up equity shares of CARYA, as detailed below:

• On May 19, 2025, the Company acquired 1,62,39,946 fully paid-up equity shares of CARYA pursuant to the share swap arrangement.

• On November 18, 2025, the Company acquired 22,73,234 equity shares of CARYA from Mr. Suraj Prakash Gupta, Managing Director and Promoter.

• On November 20, 2025, the Company acquired 41,05,120 equity shares of CARYA from M/s Sarth Agbev and Energy Private Limited. Acquisition of Shares of Shri Gang Industries and Allied Products Limited ("Shri Gang")

The Company acquired 3,99,800 equity shares of Shri Gang Industries and Allied Products Limited, as detailed below:

• On September 02, 2025, the Company acquired 75,000 equity shares from Mr. Ritesh Gupta, Joint Managing Director and member of the Promoter Group.

• On December 18, 2025, the Company acquired 1,35,000 equity shares from Mr. Ritesh Gupta, Joint Managing Director and member of the Promoter Group.

• On March 23, 2026, the Company acquired 1,05,000 equity shares from Mr. Vikas Gupta, member of the Promoter Group and 35,000 equity shares from Mr. Ritesh Gupta, Joint Managing Director and member of the Promoter Group.

• On March 27, 2026, the Company acquired 24,800 equity shares from Mr. Ritesh Gupta Joint Managing Director and member of the Promoter Group.

• On March 30, 2026, the Company acquired 25,000 equity shares from Mr. Vikas Gupta member of the Promoter Group.

Acquisition of Shares of VRV Foods Limited

On March 09, 2026, the Company acquired 22,50,000 equity shares of VRV Foods Limited from persons/entities belonging to the Promoter Group, pursuant to which the Company acquired an aggregate 20.01% shareholding in VRV Foods Limited and became an Associate of the Company.

REGISTERED OFFICE OF THE COMPANY

During the financial year under review, the Registered Office of the Company was shifted from the State of Himachal Pradesh to the National Capital Territory (NCT) of Delhi in accordance with the provisions of the Companies Act, 2013 and pursuant to the Order of the Central Government (Regional Director, Northern Region) dated September 19, 2025.

The Board of Directors, at its Meeting held on May 01, 2024, approved the proposal for shifting the Registered Office of the Company from the State of Himachal Pradesh to the National Capital Territory (NCT) of Delhi. Thereafter, the Members of the Company approved the proposal by passing a Special Resolution at the Extra-Ordinary General Meeting ("EGM") held on May 30, 2024.

Pursuant to the approval of the Members, the Central Government (Regional Director, Northern Region), vide its Order dated September 19, 2025, approved the shifting of the Registered Office of the Company from the State of Himachal Pradesh to the National Capital Territory (NCT) of Delhi.

Accordingly, with effect from October 18, 2025, the Registered Office of the Company was shifted from Plot No. 2, Phase-III, Sansarpur Terrace, District Kangra, Himachal Pradesh - 173212 to F-32/3, Second Floor, Okhla Industrial Area, Phase-II, New Delhi - 110020, falling within the jurisdiction of the Registrar of Companies, Delhi.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of your Company comprised six Directors, consisting of two Executive Directors, one NonExecutive Non-Independent Director, one Non-Executive Nominee Director and two Non-Executive Independent Directors, including one Woman Independent Director. The composition of the Board is in conformity with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and reflects an appropriate balance of executive and non-executive Directors.

The composition of the Board as on March 31,2026, is as follows:

None of the Directors of the Company is disqualified under the provisions of Section 164 of the Companies Act, 2013.

* Mr. Sanjeev Mitla (DIN: 00160478) was appointed as a Non-Executive Independent Director of the Company for a term of five consecutive years with effect from May 27,2025.

Details relating to the composition of the Board and its Committees, the skills, expertise and competencies of the Directors, attendance at meetings and other disclosures as required under the SEBI Listing Regulations are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2025-26 and up to the date of this Report, the following changes took place in the composition of the Board of Directors and the Key Managerial Personnel ("KMP") of the Company. These changes were carried out based on the recommendations of the Nomination and Remuneration Committee, wherever applicable, and in compliance with the provisions of the Companies Act, 2013, the rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"):

1. Appointment of Mr. Sanjeev Mitla (DIN :00160478) as Non-Executive Independent Director.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sanjeev Mitla (DIN: 00160478) as a Non-Executive Independent Director of the Company, in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Mr. Sanjeev Mitla was appointed for a first term of five consecutive years, commencing from May 27, 2025 and ending on May 26, 2030. His appointment was subsequently approved by the Members of the Company by way of a Special Resolution passed at the 33^rd Annual General Meeting of the Company held on August 26, 2025.

2. Resignation of Mr. Nazir Baig (DIN: 07468989) as Non- Executive Independent Director

Mr. Nazir Baig (DIN: 07468989) tendered his resignation from the office of Non-Executive Independent Director of the Company vide his resignation letter dated June 10, 2025, owing to his professional engagements, with effect from the close of business hours on June 16, 2025.

3. Re-appointment of Ms. Pooja Solanki (DIN: 09039846) as Non-Executive Independent Director of the Company

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors re-appointed Ms. Pooja Solanki (DIN: 09039846) as a Non-Executive Independent Director of the Company at its meeting held on July 28, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The re-appointment of Ms. Pooja Solanki was subsequently approved by the Members of the Company by way of a Special Resolution passed at the 33rd Annual General Meeting of the Company held on August 26, 2025, for a second term of five consecutive years commencing from January 23, 2026.

The Board of Directors places on record its sincere appreciation for the valuable guidance, support and contribution made by Mr. Nazir Baig during his tenure with the Company and wishes him continued success in his future endeavours.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Directors other than Independent Directors are liable to retire by rotation. Accordingly, Mr. Suraj Prakash Gupta (DIN: 00243846), being the longest-serving Director in the current term, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Appropriate resolutions seeking their appointment/re-appointment are being placed for your approval in the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

During the year under review and as on the date of this Report, the following persons were designated as Key Managerial Personnel of the Company:

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable Accounting standards have been followed and that there are no material departures.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the Financial year ended March 31, 2026.

iii) The directors have 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.

iv) That accounts for the year ended March 31, 2026 have been prepared following the going concern basis.

v) 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.

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

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company meeting the prescribed financial thresholds is required to undertake Corporate Social Responsibility ("CSR") activities.

During the financial year 2024-25, the Company did not meet the applicability criteria prescribed under Section 135 of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social Responsibility were not applicable to the Company during the financial year 2025-26, and therefore, the Company was not required to incur any expenditure towards CSR activities during the year under review.

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

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report except the following:

1. FORFEITURE OF PARTLY PAID UP EQUITY SHARES OF RS.2.50 PAID UP ON APPLICATION.

Subsequent to the closure of the financial year, the Company duly completed the process for payment of the First Call Money in respect of the partly paid-up Rights Equity Shares, in accordance with the terms of the Rights Issue, applicable provisions and the Articles of Association of the Company. In this regard, the Company issued the requisite notices and reminders to the concerned shareholders, providing them with adequate opportunity to pay the outstanding First Call Money, without interest, within the stipulated timelines.

Despite the notices and opportunities provided by the Company, the First Call Money in respect of 1,37,972 partly paid-up Rights Equity Shares, aggregating to ^13,79,720/-, remained unpaid. Accordingly, upon completion of the prescribed process for payment of the First Call Money, the Company proceeded with the forfeiture of the said partly paid-up Rights Equity Shares on April 13, 2026.

The forfeiture was thereafter duly approved by the respective authorities, with BSE Limited having approved the forfeiture on May 11, 2026, NSDL having approved the same on May 21, 2026 and CDSL having approved the forfeiture on June 10, 2026.

2. CESSATION OF ASSOCIATE COMPANY - SHRI GANG INDUSTRIES AND ALLIED PRODUCTS LIMITED

Subsequent to the close of the financial year ended March 31, 2026, the Company's shareholding in Shri Gang Industries and Allied Products Limited ("Shri Gang") was reduced from 20.02% to 18.83% on June 06, 2026. Consequently, Shri Gang ceased to be an Associate Company of the Company, within the meaning of the applicable provisions of the Companies Act, 2013, with effect from June 06, 2026.

3. INCREASE IN SHAREHOLDING IN CARYA CHEMICALS & FERTILIZERS PRIVATE LIMITED.

Subsequent to the close of the financial year ended March 31, 2026, the Company's shareholding in Carya Chemicals & Fertilizers Private Limited ("CARYA"), a Material Subsidiary of the Company, increased from 95.44% to 96.06% pursuant to the allotment of 1,05,04,201 (One Crore Five Lakh Four Thousand Two Hundred One) fully paid-up equity shares of face value of ^10/- each at an issue price of ^23.80/- per equity share, aggregating to ^24,99,99,983.80/-, on June 22, 2026.

The aforesaid shares were allotted by CARYA pursuant to conversion of an outstanding unsecured loan of ^25 Crores advanced by the Company into equity shares. The issue price was determined on the basis of the valuation report issued by Kzen Valtech Private Limited, an IBBI Registered Valuer (RV Registration No. IBBI/RV-E/05/2022/164).

Consequently, the Company's equity shareholding in CARYA increased to 96.06% with effect from June 22, 2026.

4. FRANCHISE TIE-UP AGREEMENT WITH VINTAGE DISTILLERS LIMITED

On July 16, 2026, the Company entered into a Franchise Tie-up Agreement with Vintage Distillers Limited, for the bottling and packaging of Country Liquor/Rajasthan Made Liquor (RML) products in Aseptic Packs on a job-work basis.

The bottling and packaging activities are proposed to be undertaken at the Company's manufacturing unit situated at Rajasthan State Ganganagar Sugar Mills Limited, Taragarh Road, Ajmer, Rajasthan. The arrangement is expected to facilitate better utilisation of the Company's manufacturing infrastructure and contribute to the growth and expansion of its operations in the alcoholic beverages segment.

5. RE-CLASSIFICATION OF MR. RAJESH GUPTA FROM "PROMOTER AND PROMOTER GROUP" TO "PUBLIC" CATEGORY.

The Company received a request letter dated May 21, 2026 from Mr. Rajesh Gupta, seeking re-classification from the "Promoter and Promoter Group" category to the "Public" category, in accordance with the provisions of Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Board of Directors, upon being satisfied with the fulfilment of the applicable requirements, approved the re-classification of Mr. Rajesh Gupta from the "Promoter and Promoter Group" category to the "Public" category at its meeting held on May 30, 2026. Thereafter, the Company submitted the requisite application to BSE Limited on June 03, 2026, in accordance with Regulation 31A of the SEBI Listing Regulations.

Subsequently, BSE Limited, vide its letter dated August 07, 2026, granted its No-Objection to the proposed re-classification of Mr. Rajesh Gupta from the "Promoter and Promoter Group" category to the "Public" category of the Company.

Accordingly, upon receipt of the aforesaid No-Objection from BSE Limited, Mr. Rajesh Gupta has been re-classified from the "Promoter and Promoter Group" category to the "Public" category of the Company, in accordance with the applicable provisions of Regulation 31A of the SEBI Listing Regulations.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. Additionally, the Board has formed other governance committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2026, the Board has constituted the following committees / sub-committees.

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 Integrated Annual Report.

STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act'), read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 30th Annual General Meeting held in the year 2022, approved the appointment of M/s. Pawan Shubham & Co, Chartered Accountants (FRN 011573C) as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 30th Annual General Meeting till the conclusion of ensuing 35th Annual General Meeting of the Company.

The Standalone and Consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Audit reports dated May 30, 2026 issued by M/s. Pawan Shubham & Co, Chartered Accountants, Statutory Auditors on the Company's Standalone and Consolidated financial statements for the financial year ended March 31,2026 is part of the Annual Report.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report on Standalone and Consolidated financial statements does not contain any qualification, reservation, adverse remark or disclaimer. The Auditor's Report on Standalone and Consolidated financial statements are enclosed with their Financial Statements in this Annual Report.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143(12) of the Act, during the year under review.

The Statutory Auditors were present in the last AGM.

Declaration as per Section 134(3)(ca) of the Companies Act, 2013.

During the year under review, the auditors have not reported any instances of fraud committed by or against the Company by its Directors, Officers, or Employees under Section 143(12) of the Companies Act, 2013 read with the rules made thereunder. Accordingly, no disclosure is required under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR & THEIR 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 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company, at the 33rd Annual General Meeting held on August 26, 2025, approved the appointment of Ms. Shivani Agarwal, Practicing Company Secretary (Certificate of Practice No. 18282 and Peer Review Certificate No. 2504/2022), as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from the conclusion of the 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2030, at such remuneration plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by Ms. Shivani Agarwal, Practicing Company Secretary, is annexed to this Report as Annexure-III and forms an integral part of this Annual Report.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by the Secretarial Auditor of the Company, does not contain any qualification, reservation, observation or disclaimer. However , the Secretarial Auditor has made a remark in the said Report, which has been duly noted by the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal control systems, commensurate with the size, scale, and complexity of its operations. These systems are designed to ensure the orderly and efficient conduct of business, adherence to internal policies and procedures, the safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Internal Audit function is conducted by an external firm of Chartered Accountants. The Internal Auditors regularly review and evaluate the effectiveness and adequacy of the internal control systems implemented across various locations and functions of the Company. These evaluations focus on the Company's compliance with operating procedures, accounting policies, and control mechanisms. Wherever necessary, controls are strengthened or modified to meet evolving business requirements and regulatory expectations.

The Audit Committee of the Board of Directors actively engages with the Internal Auditors, Statutory Auditors, and senior management responsible for the Company's financial and operational affairs. It regularly evaluates the adequacy of internal control systems, oversees financial reporting processes, and ensures the implementation of effective checks and balances for ongoing improvement.

The Audit Committee also monitors the budgetary control system, cost control mechanisms, financial and accounting controls, and processes for physical verification of assets. It ensures that proper internal financial controls are in place, including controls relating to the preparation and presentation of financial statements. During the year under review, the internal financial controls were assessed and found to be operating effectively, with no reportable material weaknesses observed.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of Consolidated Financial Statements given in Schedule III and other applicable provisions of the Act, and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The financial statements of the subsidiary and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of this Annual Report. A gist of financial highlights/performance of these Companies is contained in Form AOC-1 and forms part of this report and annexed as Annexure-I.

NUMBER OF BOARD MEETING AND ATTENDANCE BY EACH DIRECTOR

During the financial year 2025-2026, the Board of Directors met thirteen (13) times on the following dates: April 26, 2025, May 27, 2025, July 28, 2025, August 13, 2025, September 01, 2025, September 16, 2025, November 13, 2025, December 17, 2025, February 07, 2026, February 14, 2026, March 06, 2026, March 19, 2026, March 26, 2026.

The intervening gap between any two meetings did not exceed the time prescribed under Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended.

AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective oversight of the Company's financial reporting process, ensuring accurate, timely, and transparent disclosures in compliance with applicable laws and accounting standards. The Committee strives to uphold the highest levels of integrity and quality in financial reporting.

During the year under review, the Audit Committee was reconstituted with effect from June 17, 2025. Following the reconstitution, the Committee comprises the following members as on March 31, 2026:

Mr. Sanjeev Mitla - Chairperson (Independent Director)

-Ms. Pooja Solanki - Member (Independent Director)

-Mr. Sanjay Kumar Jain - Member (Non-Executive Director)

The Committee met Ten (10) times during the financial year 2025-26. The details of the meetings, including attendance of members, are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, there were no instances where the recommendations of the Audit Committee were not accepted by the Board of Directors.

CORPORATE GOVERNANCE DISCLOSURE

The Company is committed to maintaining the highest standards of Corporate Governance and strives to ensure transparency, accountability, and ethical conduct in all its business activities. In accordance with the requirements of Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this Annual Report.

Corporate Governance, for your Company, is an ethically driven process, dedicated to the pursuit of responsible management and enhanced organizational reputation. It reflects the Company's commitment to values, ethical decision-making, and sound business practices while fulfilling the expectations of its stakeholders.

The Company believes that fair and transparent governance is not only a regulatory requirement but also a vital element for building long-term trust and sustainable value for shareholders, employees, customers, and society at large.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time, the Company has adopted a Code of Conduct to Regulate, Monitoring & Reporting of Trading by Insiders. During the year under review, there has been due compliance with the said code.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Prevention of sexual harassment at the workplace is a critical issue that requires robust mechanisms and proactive measures.

The Company is committed to providing a safe, secure, and harassment-free work environment to all its employees and associates. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a policy on the prevention of sexual harassment and has constituted an Internal Complaints Committee (ICC) to redress complaints, if any.

The policy ensures a safe and respectful work environment and outlines the mechanism for reporting and resolving complaints of sexual harassment at the workplace.

The following are the summary of sexual harassment complaints received and disposed of during the year:

The Company did not receive any complaints pertaining to sexual harassment during the year under review.

MATERNITY BENEFIT COMPLIANCE DECLARATION

Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended, during the financial year ended March 31, 2026, there were no instances wherein any woman employee of the Company availed or applied for maternity benefits as stipulated under the Maternity Benefit Act, 1961, including but not limited to maternity leave, medical bonus, nursing breaks, or creche facility.

Accordingly, the specific provisions of the Act were not attracted during the reporting period. However, the Company continues to maintain an internal policy framework that is compliant with the applicable provisions of the Maternity Benefit Act, 1961, and remains committed to implementing all statutory benefits as and when the circumstances so require.

The Company further affirms its commitment to uphold the principles of equality, non-discrimination, and employee welfare, and shall continue to ensure compliance with all applicable labour laws, including those concerning maternity benefits, in both letter and spirit

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company confirming that:

- They meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and the rules made thereunder, as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

- In accordance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors' database maintained by the Indian Institute of Corporate Affairs (IICA), Manesar.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) and (4) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards, a separate Meeting of the Independent Directors of the Company was held on March 26, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

NOMINATION AND REMUNERATION POLICY.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Pursuant to the provisions of Section 186(4) of the Companies Act, 2013, the particulars of loans given, guarantees provided and investments made by the Company during the financial year under review, as applicable, are disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report. Accordingly, the same are not reproduced herein for the sake of brevity.

It is pertinent to note that the Board of Directors, at its meeting held on May 31, 2024, had approved the issuance of a Corporate Guarantee in favour of UCO Bank, Hazratganj Branch, Lucknow, for securing credit facilities sanctioned by the Bank to the extent of ^186.89 Crore to M/s Carya Chemicals & Fertilizers Private Limited ("CARYA"), a material subsidiary of the Company.

The aforesaid Corporate Guarantee was provided in connection with the credit facilities sanctioned to CARYA for setting up a grain-based distillery unit and bottling plant for manufacturing Indian Made Foreign Liquor (IMFL) and Country Liquor at Plot No. SP 1-2, RIICO Industrial Area, Guwadi & Majhari, Block Shahbad, District Baran, Rajasthan - 325217. The said Corporate Guarantee continues to remain in force. No fresh or additional Corporate Guarantee was provided by the Company in favour of CARYA during the financial year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES.

During the year under review, all transactions with Related Parties were undertaken in the ordinary course of business and on an arm's length basis. The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") in respect of Related Party Transactions ("RPTs").

The material Related Party Transactions entered into during the year were in accordance with the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and were duly approved in accordance with the applicable provisions of the SEBI Listing Regulations.

The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are not applicable to the Company, as the transactions requiring disclosure under the said provision were not entered into during the year under review.

The Company has obtained omnibus approvals from the Audit Committee for certain repetitive and routine Related Party Transactions, wherever applicable, and such transactions are reviewed by the Audit Committee on a periodic basis.

Details of Related Party Transactions, as required under the applicable Indian Accounting Standards (Ind AS), are disclosed in the Financial Statements forming part of this Annual Report under Note 46.

DEPOSITS

During the Financial Year 2025-26, the Company has not accepted any deposits, including deemed deposits, as defined under Chapter V of the Companies Act, 2013. Accordingly, the provisions of Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, are not applicable to the Company.

Further, there are no outstanding or overdue deposits as on March 31, 2026.

BORROWINGS FROM DIRECTORS & THEIR RELATIVES

Pursuant to Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, it is hereby stated that during the financial year under review, the Company has not accepted any loans from its Directors or their relatives, in compliance with the applicable provisions of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure "V" forming part of this Directors' Report.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. Board has prepared Risk Management plan, which is reviewed and monitored on regular basis, to identify and review critical risks.

PERFORMANCE EVALUATION

The Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable provides that the Board needs to undertake a formal Annual Evaluation of its own performance and that of its Committees and individual Directors Schedule IV of the Companies Act, 2013 read with the Rules issued there understates that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The evaluation was carried out taking into consideration various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.

The evaluation process endorsed the Board's confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

The Directors expressed their satisfaction with the evaluation process.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by any Regulator, Court or Tribunal which would adversely impact the going concern status of the Company or its future operations.

However, during the year under review, the Company was involved in Commercial Suit No. 1052/2025 filed before the Hon'ble High Court of Delhi by M/s Globus Spirits Limited, alleging infringement of its trademarks by the Company and its material subsidiary, M/s Carya Chemicals & Fertilizers Private Limited. The matter was duly intimated to the Stock Exchange.

Subsequently, the Company entered into a Settlement Agreement dated December 22, 2025, pursuant to which the dispute was amicably resolved and the Hon'ble High Court of Delhi disposed of the suit vide its order dated December 24, 2025. The settlement has no material adverse impact on the financial position or operations of the Company.

Your Company has complied with, to the best of its knowledge and beliefs, all the Acts, Rules, Regulations and Guidelines issued/ prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The mechanism enables Directors, employees and other stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct and Ethics. The Policy provides adequate safeguards against victimisation of persons who use the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Audit Committee periodically reviews the functioning of the mechanism to ensure its effectiveness.

During the financial year ended March 31, 2026:

• No complaints or suggestions were received under the Vigil Mechanism.

• No personnel were denied access to the Audit Committee.

The details of the Vigil Mechanism are also provided in the Corporate Governance Report forming part of this Annual Report.

HUMAN RESOURCES

The focus on human capital continued to be a cornerstone of the Company's strategic endeavours Recognizing the pivotal role of our workforce as the driving force behind our diverse business ventures, the Company endeavored to cultivate an environment conducive to their growth, development, and overall well-being.

We consider the employees as our most valuable asset and help them realize their full potential.

PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

i. The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year 2025-26:

# Mr. Sanjeev Mitla was appointed as a Non-Executive Independent Director of the Company for a term of five consecutive years with effect from May 27,2025.

ii. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

iii. The percentage increase in remuneration in the median remuneration of employee in the financial year: 24.57%

iv. The Company had 19 permanent employees as on March 31,2026.

v. Average Percentile Increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration: -

Percentage increase in the managerial remuneration for the year: 12.98%

Percentage increase in Salaries of Employees other than the Managerial Personnel: 1.17%

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

There was no employee who has drawn salary as mentioned in the previously mentioned rule.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of regulation 34(2)(e) read with Schedule V, Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is provided separately and forms an integral part of this Annual Report. The report provides detailed insights into the industry structure, development, opportunities, threats, financial and operational performance, internal control systems, and other key aspects pertaining to the Company.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the course of the year.

DISCLOSURES UNDER SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e .SS-1 and SS-2, relating to 'Meeting of the board of Directors' and 'General Meetings', respectively, have been duly followed by the company.

DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

The company has maintained the requisite cost records and accounts as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

ISSUANCE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE.

As on March 31,2026, the Company has no equity shares with differential rights as to dividend voting right or otherwise.

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

During the financial year under review, neither any application is made by the Company nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

During the financial year under review, disclosure w.r.t. details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF PREFERENTIAL ISSUE, IF ANY.

There were no deviation(s) or variation(s) in the utilisation of proceeds of the Preferential Issue during the financial year under review. The proceeds were utilised in accordance with the objects stated in the relevant offer documents and approvals.

Further, pursuant to the Rights Issue of2,99,25,394 Partly Paid-up Equity Shares during the financial year 2025-26, the Company received ^2.50 per share towards Face Value and ^7.50 per share towards Securities Premium on application and ^2.50 per share towards Face

Value and ^7.50 per share towards Securities Premium on First Call. The funds were utilised in accordance with the objects of the Rights Issue and the revised objects approved by the shareholders at the Extra-Ordinary General Meeting held on March 06, 2026.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders for their continued support, trust and cooperation during the financial year 2025-26.

The Board extends its appreciation to the Company's customers, shareholders, investors, bankers, suppliers, business associates and Government authorities for their valuable support and continued association with the Company.

The Board also acknowledges the dedicated efforts and contribution of the Company's Directors, executives, employees and workers, whose commitment and collective efforts have contributed significantly to the Company's progress during the year.

The Board remains committed to upholding the trust and confidence reposed in the Company by its stakeholders and looks forward to their continued support and encouragement in the years ahead.