3. SHARE CAPITAL

A) Authorized Capital:

During the Financial Year 2025-26, the authorized share capital of the Company is Rs. 8.00.00.000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Equity shares of Rs. 10 each.

B) Issued. Subscribed and Paid-up Capital:

During the Financial Year 2025-26, the paid-up Share Capital of the Company increased from Rs. Rs. 5,00,00,000/- (Rupees Five Crorc only) divided into 50,00,000 (Fifty Lakh) Equity shares of Rs. 10 Each to Rs. 7,10,00,000/- (Rupees Seven Crore Ten Lakh only) divided into 71,00.000 (Seventy One Lakh) Equity shares of Rs. 10 Each. In Which Paid-up capital of Rs. 2,10,00,000 was raised through Initial Public Offer of Rs. 21,00,000 equity shares of Rs. 10 each with a premium of Rs. 90 each, which successfully got listed on BSE (SME) portal on 07/07/2025

C) During the Financial Year 2025-26 Company has not issued Bonus Shares.

D) During the Financial Year 2025-26 Company has not issued equity shares with differential rights/ Buy Back of Securities/ Issue of Sweat Equity Shares / Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

E) Issue of employee stock options

The Company has not issued any shares as employee stock options scheme during the year under consideration.

DEMATERIALISATION OF EQUITY SHARES

As at 31 March 2026, the entire paid-up equity share capital of the Company was held in dematerialised form with NSDI. and COST. The ISIN No. allotted to the Company is INE0TBQO1014.

Listing Fees

Annual listing fees for the year 2025-26 has been paid by the Company to Bombay Stock Exchange Limited.

4. RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly reconciliation of the total capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital and the report thereon is submitted to the Bombay Stock Exchange Limited. The report, inter alia, confirms that the number of shares issued, listed on the Stock exchange and that held in demat mode are in agreement with each other.

5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, none of the companies have become or ceased to be the associate/ subsidiary/ joint venture/ holding Company. There is no requirement of web link of policy for determining ‘material' subsidiaries is disclosed as Company has no subsidiaries during 2025-26.

6. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial year ended 31 March 2026 have been prepared in accordance with the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act. As the Company did not have any subsidiary', associate or joint venture during the financial year under review, the requirement to prepare consolidated financial statements under the applicable provisions of the Companies Act, 2013 was not applicable.

7. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the Company.

8. TRANSFER TO RESERV ES

The Board has not proposed to transfer any amount to the General Reserve for the financial year ended 31 March 2026.

9. DIVIDEND

Your Board does not recommend any dividend on the equity shares of the Company for financial year ended March 31, 2026 considering that the Company is in growth stage and require funds to support its growth objectives.

10. DEPOSITS

During the year under review, the Company has neither accepted any deposits under the Companies Act, 2013 nor any deposits have remained unpaid or unclaimed as at the end of the year or repaid during the year, save and except for the exempted deposits as permitted under the provisions of Companies (Acceptance of Deposits) Rules, 2014.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

During the financial year under review, there were following changes in the directorship/KMP of the company.

During the financial year under review, On 14^th November 2025, the board welcomed two new- independent Directors. Mr. Saurav Gupta (DIN: 11371121), was appointed as an Additional Director designated as a Non-Executive Independent Director of the Company effective from 15^lh November, 2025, bringing in external oversight and expertise. Alongside him, Ms. Yamini Soni (DIN: 11371065), was also appointed as an Additional Director designated as a Non-Executive Independent Director of the Company effective from 15th November, 2025 for a first tenn of five consecutive years, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations, to the extent applicable subject to approval by the members of the Company at the ensuing General Meeting. Their appointments enhance the board's independence and governance, providing diverse perspectives to the company's leadership.

Further, During the financial year under review, Mr. Saurabh Shashwat (DIN: 10074130) and Ms. Rojina Thapa (DIN: 10362834) has resigned from their positions as Independent Director of the Company vide their resignation letters dated 12^th November, 2025, with effect from 18th November, 2025.

Further, The Board comprises of the following Directors as on March 31,2026:

1) Mr. Arvind Kamboj (DIN: 09624208): Chairman and Managing Director

2) Mrs. Shaina Malhotra (DIN: 06809352): Whole-time director

3) Mr. Atul Malhotra (DIN: 07814724): Non-executive Director

4) Mr. Saurav Gupta (DIN: 11371121): Non Executive and Independent Director

5) Ms. Yamini Soni (DIN: 11371065): Non Executive and Independent Director

Key Managerial Personnel as at 31 March 2026

1) Mr. Arvind Kamboj Managing Director

2) Mr. Kachit Choudhary: Chief Financial Officer

3) Mr. Vasant Kuber Soni: Company Secretary & Compliance Officer

At their meeting held on 2nd September, 2026, the Board of Directors approved and recommended to the members:

1) Regularization of Mr. Saurav Gupta (DIN: 11371121) as Non-Executive Independent Director of the Company.

2) Regularization of Ms. Yamini Soni (DIN: 11371065) as Non-Executive Independent Director of the Company.

3) Retirement by Rotation

In accordance with Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company. Mr. Arvind Kamboj (DIN: 09624208), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and. being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for approval of the Members.

Below is a chronological summary of the recent changes in the company's leadership and key- management positions, presented in a tabular format for clarity:

All the Independent Directors of your Company have submitted their declaration confirming that they meet the criteria of‘Independence' as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they have highest standards of integrity. The Independent Directors of the Company

have confirmed compliance with the relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee has adopted principles for identification of Key Managerial Personnel, Senior Management including the executive directors. The policy of the Company on appointment and remuneration includes criteria for determining qualifications, positive attributes and independence of a director. The same is also available on the website of the Company at https:/Avww.marcluire.eom.

12. NUMBER OF MEETING OF THE BOARD:

There were 8 meetings of Board of Directors held during the financial year 2025-26. The status of the attendance of the Board of Directors arc as follows:

13. COMMITTEES OF THE BOARD:

AUDIT COMMITTEE

As on 31st March. 2026. the Audit Committee comprised of following Members:

Majority of the Members of the Committee are Independent Directors and possess accounting anc financial management knowledge. All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

As on 31st March. 2026, the Nomination & Remuneration Committee comprised of following Members:

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31st March, 2026, the Stakeholder Relationship Committee comprised of following Members:

14. ANNUAL EV ALUATION OF PERFORMANCE OF THE BOARD, ETC.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

• Key attributes of the Independent Directors that justify his/' her extension/eontinuation on the Board of the Company; and

• Participation of the Directors in the Board proceedings and his.*¹' her effectiveness.

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

15. DECLARATION BY INDEPENDENT DIRECTORS

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015. the independent directors on the Board of your Company as on the date of this report arc Mr. Saurav Ciupta and Ms. Yamini Soni.

The Company has received declaration pursuant to section 149(7) of the Act read with Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent director's databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same in terms of regulation 25 of the Listing Regulations, 2015. In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

16. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors of the Company was held on 14^th March, 2026. At the meeting, the Independent Director of the company reviewed the performance of the Non- Independent Directors and the Board as a whole; reviewed the performance of the Chairman of the Company, taking into account the views of the Executive and Non-executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall performance of the Directors and the Board as a whole.

17. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (J) OF SECTION 178

In compliance with the requirements of Section 178 of the Act, SEB1 Listing Regulations, 2015 and any other rc-cnactmcnt(s) for the time being in force, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company's website.

The salient features of the NRC Policy arc as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Remuneration to Non-Executive / Independent Director.

During the year under review', there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which w'ould have necessitated fresh Familiarization Programme for Independent Directors.

21. NON-APPLICABILITY OF CORPORATE GOVERNANCE REQUIREMENTS

The Company is listed on SME Emerge Platform of BSE dated 7"' July 2025, The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (*LODR)' are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach to the person mention in the policy and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

The Whistle Blower Policy is displayed on the w'ebsite of the Company,

https://w'ww. marcloire.com.

23. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year under review,

i. The Company is listed on SMH Emerge Platform of BSE dated 7^th July 2025. The Company managed to raise Rs. 2100 Lakhs by initial public offer of 21,00,000 equity shares of Rs. 10/- each through its prospectus. Further 21,00,000 Equity Shares of face value of Rs. 10/- each were available under the Offer at Issue Price of Rs. 100/-. The Offer opened for subscription on 30th June 2025 and closed on July 02, 2025

Other than those mentioned above, there were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report.

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

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received, confirm that

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2025-26. the Company entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. all of which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder.

The details of the related party transactions are set out in the Notes forming part of Financial Statement of the Company.

The Fonn AOC -2 pursuant to Section 134 (3) (h) of the Companies Act. 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexurc -I to this report.

27. PARTICULARS OF EMPLOYEE UNDER SECTION 197(12)

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors' Report as ‘Annexure II*.

Further, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Directors' Report. In terms of the prov isions of section 136 of the Act, the report is being sent to the members excluding the aforesaid statement. This statement will be made available by email to members of the Company seeking such information. The members can send an email to It shall also be kept open for inspection by any member at the registered office of the Company during business hours.

28. AUDITORS AND AUDITOR'S REPORT Statutory Auditor

Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framed there under. The Company at its 10th Annual General Meeting held on 30¹¹' September, 2023 had appointed M/s. S P M G & Company, Chartered Accountants (ICAI Firm Registration no. 509249C) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 10th Annual General Meeting till the conclusion of the 15th Annual General Meeting to be held in the year 2028.

Auditors Report

During the year under review, the Statutory Auditors have not reported any fraud under Section 143( 12) of the Companies Act, 2013 which is required to be disclosed under Section 134(3)(ca) of the Act. The Auditors' Report for the Financial Year ended 31st March, 2026 on the financial statements of the Company is a part of this Annual Report. The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse rcmark(s), docs not call for any further information(s), cxplanation(s), or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

Secretarial Auditors and their Report

The Board of Directors at its meeting held on September 2, 2025 and members of the company in their 12th Annual General Meeting held on 27"' September, 2025 have appointed Mr. Mohit (Practicing Company Secretary') having Membership No. 12708 and Certificate of Practice No. 21941 representing M/s. M R S & Associates, Practicing Company Secretary Firm (Peer review firm) as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the for a period of five years commencing from the Financial Year 2025- 26 to Financial Year 2029-30.

The Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2025- 26 is set out in the as ‘Annexure IIP. to this report and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any rcscrvation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or commcnt(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

Internal Auditors

The Board of Directors at its meeting held on 2^nd September, 2025 have appointed M/s. B A R & ASSOCIATES (Firm Registration No. 033383C), Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the Financial Year 2025-26.

Subsequently, M/s B A R & Associates ceased to act as the Internal Auditor of the Company during FY 2025-26 pursuant to its merger with M/s K K N & Associates. Accordingly, the Board, at its meeting held on 14 March 2026, appointed M/s S U V & Co., Chartered Accountants, as Internal Auditor of the Company for the remaining period of FY 2025-26.

Further, the Board at its meeting held on 29"' May, 2026 has re-appointed M/s S U V & Co. (Firm Registration No. 029077N). as the Internal Auditor of the Company for Financial Year 2026-27 for conducting the Internal Audit.

29. REPORTING OF FRAUDS BY AUDITORS

During the Year under review, the Statutory Auditors have not reported under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which need to be reported in the Board's Report.

30. MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under Section 148( 1) of the Companies Act, 2013 is not applicable to the Company.

31. EXTRACT OF ANNUAL RETURN

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control system is commensurate with the activities and functions carried out by the Company.

INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING

The Company has adequate internal financial controls with reference to financial statements commensurate with the size, scale and nature of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The Audit Committee periodically reviews the adequacy and effectiveness of the internal financial controls.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

33. RISK MANAGEMENT

The Board of Directors of the Company has adopted a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

34. LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not granted any loans or provided any guarantees or securities covered under Section 186 of the Companies Act, 2013. The particulars of investments, made during the year are disclosed in the Notes to the Financial Statements.

35. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is doing its best efforts to give high priority to energy conservation by opting for more power efficient replacements. Particulars of Energy Conservation / Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure IV to this report.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In your company, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. Every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Marc Loire Fashions Limited. The Company also has in place ‘Prevention of Sexual Harassment Policy' in line

with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) of the Company at all its locations are covered under this policy.

During the financial year under review, no complaints were filed pertaining to sexual harassment of woman employee in terms of the PoSH Act, the following is the summary of the complaints received and disposed off during the financial year 2025-26:

No. of complaints received: NIL

No. of complaints disposed of: Not Applicable

No. of complaints pending: Nil

Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

37. DISCLOSURE REGARDING COMPLIANCE W.R.T THE MATERNITY BENEFITS ACT 1961

The Company affirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, and extends maternity benefits to all eligible women employees in accordance with the requirements of the Act. The Company remains committed to fostering an inclusive workplace and supporting the health, well-being and work-life balance of its employees.

38. CORPORATE SOCIAL RESPONSIBILITY:

Your Company's CSR initiatives align with the core purpose afore stated by prioritizing in areas of skilling, education, environment sustainability and health.

The detailed information on CSR initiatives undertaken by your Company during the financial year ended 31 March 2026 is provided in the report on Management Discussion and Analysis, which forms part of this Annual Report. The Annual Report on CSR activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors' Report as ‘Annexurc V'.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No application was made by or against the Company under the Insolvency and Bankruptcy Code, 2016 during FY 2025-26, and no proceeding under the said Code was pending against the Company as at 31 March 2026.

40. 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:

During the financial year under review, the Company has not entered into any one-time settlement with any bank or financial institution. Accordingly, disclosure regarding the difference between the amount of valuation done at the time of one-time settlement and the valuation done while obtaining the loan is not applicable.

41. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the year, your Company has complied with applicable Secretarial Standards i.c. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

42. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, there was no amount required to be transferred to the Investor Education and Protection Fund pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

43. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR

No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported in the last financial year.

44. AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDER RELATIONSHIP COMMITTEE

Audit Committee, Nomination. Remuneration Committee. Stakeholder relationship committee are required to be constituted.

The detail of Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship committee and vigil mechanism arc on the website of the Company

45. PREVENTION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations"), as amended, your Company has adopted a ‘Code of Practices & Procedures for fair disclosure of Unpublished Price Sensitive Information'(UPSI) to regulate, monitor and report trading by designated persons in listed securities of your Company ("the Code").

The Code aims at preserving and preventing misuse of UPSI. All Designated Persons of your Company arc covered under the Code, which provides inter alia for periodical disclosures and obtaining pre-clearances for trading in securities of your Company. PAN based online tracking mechanism for monitoring of the trade in your Company's securities by the "Designated Persons" and their relatives is in place to ensure real time detection and taking appropriate action, in case of any non-compliance with the provisions of the Code.

The Board, designated persons and other connected persons have affirmed compliance with the Code.

46. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The management discussion and analysis report for the financial year 2025-26, in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate statement in the annual report. This report offers a consolidated perspective on economic, social, and environmental aspects material to our strategy and our ability to create and sustain value for our stakeholders. It includes reporting requirements as stipulated by Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

47. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

48. ENCLOSURES:

a. Anncxurc - I: AOC -2.

b. Annexure -II: Particulars of employees;

c. Annexure - III: Secretarial Auditors Report in Form No. MR-3; and

d. Annexure - IV: Conservation of Energy, Technology' Absorption and Foreign Exchange

Earnings and Outgo

c. Annexure - V: Report on C'SR Activities

49. APPRECIATION

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, adaptability, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth.

50. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the co-operation and support extended by the Share Holders, various authorities, banks, dealers and vendors. The Directors also acknowledge with gratitude the dedicated efforts and valuable contribution made by all the employees of the Company.