DIRECTORS' REPORT

1. The Board of Directors of the Company hereby present the Twenty Ninth (29^th) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2026.

2. FINANCIAL RESULTS:

The financial performance of the Company, on standalone and consolidated basis, for the Financial Year ended 31^st March, 2026 is summarised below:

(? In Lakhs)

On standalone basis, revenue from operations for the Financial Year 2025-26 was ? 28,213.87 lakhs as compared to ? 703.46 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was ? (15,192.23) lakhs as compared to ? (9,745.31) lakhs in the previous year. Profit after Tax (PAT) for the year was ? (22,750.97) lakhs as compared to ? (18,149.30) lakhs in the previous year.

On consolidation basis, revenue from operations for the Financial Year 2025-26 was ? 28,213.87 lakhs as compared to ? 703.46 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was ? (15,192.23) lakhs as compared to ? (9,746.43) lakhs in the previous year. Profit after Tax for the year was ? (22,750.97) lakhs as compared to ? (18,150.42) lakhs in the previous year.

3. BUSINESS OUTLOOK & THE STATE OF COMPANY’S AFFAIRS:

The year under review marked a significant phase of operational strengthening and business expansion for Swan Defence and Heavy Industries Limited (SDHI). Despite geopolitical uncertainties, supply chain disruptions, and volatility in global trade and commodity markets, the shipbuilding and maritime sectors continued to benefit from increasing defence expenditure, fleet replacement demand, and government support towards domestic manufacturing and maritime infrastructure development.

India’s continued focus on defence indigenisation, naval modernization, coastal infrastructure development, and self-reliance under the “Aatmanirbhar Bharat” initiative is expected to create long-term opportunities for domestic shipyards. Government initiatives such as the Shipbuilding Financial Assistance Scheme (SBFAS 2.0), Maritime Amrit Kaal Vision 2047, Sagarmala Programme, and Shipbuilding Development Scheme (SbDS) are also expected to strengthen India’s shipbuilding ecosystem and enhance the competitiveness of Indian shipyards.

The milestones achieved during the year, including strengthening of the order book, expansion into defence exports, strategic technology partnerships, and successful closure of the Resolution Plan, have positioned SDHI for its next phase of growth.

Going forward, the Company will focus on timely execution of its order book, enhancing operational capabilities, and pursuing opportunities across commercial shipbuilding, defence, ship repair, offshore fabrication, and green vessel segments. Supported by its integrated shipyard infrastructure, strategic collaborations, and available capacity, SDHI remains well-positioned to capitalize on the long-term growth opportunities in India’s maritime sector.

4. REVIEW OF OPERATION

I. Strengthening Commercial Shipbuilding Pipeline:

During the financial year under review, SDHI secured its first major commercial shipbuilding order following acquisition of the shipyard through CIRP, marking a key milestone in the Company’s operational journey. The Company secured a USD 227 million contract from Rederiet Stenersen AS, Norway, for construction of 6 (six) 18,000 DWT IMO Type II chemical tankers at its shipyard. The order is one of India’s largest commercial shipbuilding contracts and the first chemical tanker order awarded to an Indian shipyard. The agreement also includes an option for six additional vessels, further strengthening SDHI’s commercial shipbuilding pipeline.

Further strengthening its commercial order book, SDHI secured an order for construction of 4 (four) 92,500 DWT dual-fuel ammonia bulk carriers from Energy ONE Limited, reinforcing the Company’s presence in green and next-generation vessel categories.

II. Defence Export Order and Ship Repair Activities

During the Financial Year under review, SDHI secured a prestigious defence export order from the Government of the Sultanate of Oman for the construction of a state-of-the-art training vessel for the Royal Navy of Oman (RNO), strengthening the Company’s presence in defence and specialized shipbuilding programs.

The Company also undertook ship repair and refit assignments during the year, demonstrating operational readiness and execution capabilities across multiple marine segments.

III. Strategic Collaborations and Technology Partnerships

SDHI entered into strategic collaborations and Memoranda of Understanding (MoUs) with leading domestic and international organizations to strengthen technological capabilities, expand market access, and enhance operational expertise.

These collaborations include partnerships with Mazagon Dock Shipbuilders Ltd., Garden Reach Shipbuilders & Engineers Ltd., Royal IHC, Samsung Heavy Industries, and Fincantieri for opportunities across defence shipbuilding, commercial vessels, offshore structures, and advanced marine technologies.

IV. Successful Completion of OFS

During the year, the promoters of SDHI successfully concluded an Offer for Sale (OFS) aggregating approximately ? 500 Crores in compliance with minimum public shareholding requirements. The OFS resulted in approximately 5% equity dilution and witnessed participation from marquee institutional investors, further strengthening the Company’s market positioning, broadening its investor base, and enhancing public shareholding.

V. Operational Efficiency and Capability Enhancement

The Company continued to focus on operational improvements, workforce development, infrastructure optimization, and process enhancement initiatives across the shipyard.

SDHI also continued efforts to strengthen safety standards, environmental compliance measures, and adoption of efficient operational practices aligned with industry requirements and long-term sustainability objectives.

VI. Closure of Resolution Plan:

During the year, SDHI successfully concluded its Corporate Insolvency Resolution Process (CIRP) by prepaying all Committee of Creditors (CoC) obligations originally scheduled for December 2026 and 2027. This proactive debt clearance eliminates legacy financial overheads, establishing a clean, deleveraged Balance Sheet that allows the shipyard to scale up its operations.

5. SCHEME OF ARRANGEMENT AND AMALGAMATION:

The Board at its meeting held on 22^nd November, 2024, has considered and approved the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited (“the Transferor Company” or “TOPL”) and Swan Defence and Heavy Industries Limited [Formerly known as Reliance Naval and Engineering Limited] (“the Transferee Company” or “SDHI”) and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and Section 52 and other applicable provisions of the Companies Act, 2013 and Rules & Regulations made thereunder (“the Act”), which inter alia provides for the following:

1. Reduction and re-organisation of the capital of the Transferee Company.

2. Amalgamation of the Transferor Company with the Transferee Company and in consideration thereof, SDHI will issue 1,325 (One Thousand Three Hundred and Twenty Five) 8% Non-Convertible Redeemable Preference Shares having face value of ' 10/- (Rupees Ten) each credited as fully paid-up to be issued to the equity shareholders of TOPL for every 1,000 (One Thousand) Equity Shares of ' 10/- (Rupees Ten) each fully paid-up, held by such shareholders in TOPL.

As on 31^st March, 2026, the Company had received the requisite approvals from the Stock Exchanges for proceeding with the filing of the application before the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”). Pursuant thereto, the Company filed the application with the Hon’ble NCLT on 27^th March, 2026.

Subsequent to the date of the Financial Statements, the following developments have taken place in the matter:

1. The Order of the Hon’ble NCLT was received on 13^th April, 2026 and 16^th April, 2026 directing the Company to hold a meeting of the Equity Shareholders of the Company.

2. Pursuant to the said Order, the NCLT-convened Extraordinary General Meeting (“EGM”) of the shareholders of the Company was duly held on 25^th May, 2026, and the resolution was passed with requisite majority of the shareholders.

6. DIVIDEND & RESERVES:

In view of losses and keeping in view the Company’s financial position, the Board of Directors of your Company have not recommended Dividend for the year under review.

The Company has not transferred any amount to the General Reserve during the Financial Year 2025-26.

The Register of Members and Share Transfer Books of the Company will be closed from Thursday, 27^th August, 2026 to Wednesday, 2^nd September, 2026 (both days inclusive) for the purpose of the 29^th Annual General Meeting.

7. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Following is the status of Subsidiary and Associate Companies:

E Complex Private Limited, RMOL Engineering and Offshore Limited and REDS Marine Services Limited, Wholly Owned Subsidiaries, are under Liquidation and have not been depicted above. The Company’s investments in these entities have been fully written off.

Due to the write-off and impairments of investments in Subsidiary Companies, the financial information of the Subsidiaries has not been considered for the consolidation of the Financial Statements of the Company, except for Conceptia Software Technologies Private Limited, the Associate Company.

A statement in Form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”), giving details of the Associate Company of the Company is attached to the Accounts. The Financial Statements and related documents of the Associate Company shall be kept open for inspection at the registered office of the Company.

8. SHARE CAPITAL:

During the Financial Year under review, there was no change in the Authorised Share Capital of the Company.

As on 31^st March, 2026, the issued, subscribed and paid-up Equity Share Capital of the Company stood at ? 52,68,21,500/- (Rupees Fifty-Two Crore Sixty-Eight Lakhs Twenty-One Thousand Five Hundred only) comprising 5,26,82,150 fully paid-up equity shares of ? 10/- each. There was no change in the issued, subscribed and paid-up equity share capital of the Company during the Financial Year under review.

9. MINIMUM PUBLIC SHAREHOLDING (“MPS”)

Pursuant to the Resolution Plan approved under the Corporate Insolvency Resolution Process (“CIRP”), as sanctioned by the Hon’ble National Company Law Tribunal (“NCLT”), Ahmedabad Bench on 23^rd December, 2022, your Company had allotted 5,00,00,000 Equity Shares in favour of Hazel Infra Limited. Subsequent to this allotment of 5,00,00,000 Equity Shares, the shareholding of Hazel Infra Limited stood at 94.91% thereby, leading to the reduction of the Public Shareholding to 5.09%.

In order to comply with the MPS threshold, Hazel Infra Limited, the Promoter of the Company conducted an Offer for Sale (“OFS”) through Stock Exchange Mechanism for 26,38,747 equity shares of the Company representing 5.01% of the total paid up share capital of the Company. The OFS resulted in the ‘public’ shareholding in the Company increasing to 10.10%, in compliance with the partial MPS requirements prescribed under Rule 19A of SCRR.

Further, in order to ensure compliance with the MPS norms (i.e., 25% of the aggregate paid up equity share capital of the Company to be held by the ‘public’ category of shareholders), your Company is committed to achieve the required thresholds within the stipulated timelines. The Company is actively evaluating and exploring various permissible options and mechanisms as prescribed by SEBI.

10. STATUTORY DISCLOSURES:

10.1 Management Discussion and Analysis:

In terms of Regulation 34(2)(e) of the SEBI Listing Regulations, a Report on Management Discussion and Analysis forms part of this Annual Report and is annexed to this Report as Annexure A.

10.2 Corporate Governance:

In terms of Regulation 34(3) read with Schedule V(C) of the SEBI Listing Regulations, the Corporate Governance Report, together with the certificate issued by the Secretarial Auditor confirming compliance with the conditions of Corporate Governance, forms part of this Annual Report and is annexed to this report as Annexure B.

Further, in terms of Regulation 17(5) of the SEBI Listing Regulations, your Company has adopted a ‘Code of Conduct and Business Ethics’ for its Directors and Senior Management Personnel.

10.3 Annual Return:

In terms of Sections 134 and 92 of the Act, the Annual Return of the Company as on 31^st March, 2026 is available on the Company’s website and can be accessed at www.sdhi.co.in.

10.4 Familiarization Programme for Independent Directors:

The familiarization programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of Familiarization Programme are available on the Company’s website and can be accessed at https://sdhi.co.in/wp-content/uploads/2026/05/Familiarisation_programme_for_ Independent_Directors-FY25-26.pdf

10.5 Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Information under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure C.

10.6 Particulars of employees:

In terms of Section 136(1) of the Act and as advised, the statement containing particulars of employees under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D.

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this Report. As per the provisions of Section 136 of the Act, the Report and Financial Statements are being sent to the Members of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of said statement are available at the Registered Office of the Company during the designated working hours from 21 days before the Annual General Meeting till the date of the Annual General Meeting. Any member interested in obtaining such details may also write to the Corporate Secretarial Department at the Registered Office of the Company.

10.7 Number of Board & Committee Meetings:

During the Financial Year under review, 6 (Six) Meetings of the Board of Directors were convened and held. The details of the meetings of the Board and its Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

10.8 Statement on Declaration given by Independent Directors:

The Independent Directors of the Company have submitted their declaration of Independence, confirming that they meet the criteria of independence as provided in Section 149(6) of the Act and the SEBI Listing Regulations and they have registered their names in the Independent Directors’ Databank.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil the conditions specified under the Act, and the SEBI Listing Regulations.

10.9 Disclosures regarding Company’s Policies under the Companies Act, 2013:

i. Nomination and Remuneration Policy:

The Board has framed a Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act for the Directors, Key Managerial Personnel and other employees of the Company. The Policy is available on the Company’s website at https://sdhi.co.in/ wp-content/uploads/2026/05/NRC-Policy-Oct2024.pdf.

ii. Whistle Blower Policy / Vigil Mechanism:

The Company has established a Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of the Act and the SEBI Listing Regulations to enable Directors, employees and other stakeholders to report genuine concerns, unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy is available on the Company’s website and can be accessed at https://sdhi.co.in/wp-content/uploads/2026/05/SDHI-whistle-blower-policy.pdf

During the reporting period, no person has been denied access to the Chairman of the Audit Committee.

iii. Risk Management Policy:

The Company has in place a structured Risk Management Policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making. The Policy is available on the Company’s website and can be accessed at https://sdhi.co.in/wp-content/uploads/2026/07/Risk-management-Policy.pdf.

iv. Dividend Distribution Policy:

In terms of Regulation 43A of the SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy. The Policy is available on the Company’s website at https://sdhi.co.in/wp-content/uploads/2026/05/SDHIL-Dividend-Distribution-Policy.pdf

v. Related Party Transactions (“RPT”):

The Company has a well-defined process for the identification of related parties and related party transactions, its approval and periodic review. The disclosures relating to RPTs and the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions is available on the Company’s website at https://sdhi.co.in/wp-content/uploads/2026/05/SDHI_Related-Party-Transactions-Policy.pdf

All the Related Party Transactions entered into during the Financial Year under review were in the ordinary course of business and on an arm’s length basis. The RPTs entered into by the Company during the Financial Year, which attracted provisions of Section 188 of the Act and as defined under Regulation 23 of the SEBI Listing Regulations, are disclosed in the Notes to the Financial Statements.

During the Financial Year 2025-26, pursuant to Section 177 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its approval. Members are requested to refer Note No. 35 forming part of the Annual Audited Financial Statements.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, is available on the Company’s website and can be accessed at https://sdhi.co.in/wp-content/uploads/2026/05/SDHI_Related-Party-Transactions-Policy.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions, taking into account the potential or actual conflicts of interest that may arise from such transactions. All the RPTs entered in the ordinary course of business and on an arm’s length basis were reviewed and approved by the Audit Committee. Further, all RPTs are placed before the Audit Committee for its review on a quarterly basis.

10.10 Particulars of Loans, Guarantees or Investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the Note No. 35(c) to the Financial Statements and forms a part of this Annual Report.

The loan obtained from the parent Company, viz, Hazel Infra Limited, was effectively utilized as working capital to support the yard restoration and to meet repayment obligations to the financial creditor, in line with the deferred payment agreement.

The Company did not provide any guarantees or make any investments during the year.

11. AUDITORS AND AUDITORS’ REPORTS:

11.1 Statutory Auditor:

In terms of the provisions of Section 139 of the Act and the rules made thereunder, M/s. N. N. Jambusaria & Co., Chartered Accountants, Firm Registration No. 104030W, were appointed as the Statutory Auditors of the Company, for a first term of 5 (five) consecutive years starting from the conclusion of the 27^th Annual General Meeting (“AGM”) held on 27^th December, 2024, till the conclusion of the 32^nd AGM to be held in the year 2029. The Auditors have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.

As per the amended Section 139 of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Report given by M/s. N. N. Jambusaria & Co., Chartered Accountants, on the Financial Statements of the Company is a part of the Annual Report. The notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no qualification, reservation or adverse remark or disclaimer in their Report.

11.2 Cost Audit:

In accordance with the applicable regulatory provisions, the requirements to appoint a Cost Auditor does not apply to the Company.

11.3 Secretarial Audit:

M/s. DM & Associates Company Secretaries LLP, Mumbai (Firm Registration No: L2017MH003500) (Peer Review Certificate: 6584/2025) were appointed as the Secretarial Auditors of the Company at the 28^th AGM held on 24^th September, 2025, for a first term of 5 (five) consecutive financial years, commencing from the Financial Year 2025-26 till the Financial Year 2029-30.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2026, is annexed herewith as Annexure E and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

12. COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

13. FINANCE:

Your Company has been regular in meeting its obligations towards the repayment of principal and payment of interest to Banks and other Financial Institutions.

14. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the Risk Management Policy and framework of the Company. The Committee is responsible for monitoring and reviewing the risk management framework and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and internal controls. The major risks identified across the businesses and functions are systematically addressed through appropriate mitigation on a continuing basis. The development and implementation of Risk Management Policy has been covered in the report on Management Discussion and Analysis which forms a part of the Annual Report. The Risk Management process ensures that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed; and that all adequate risk mitigation measures are in place to address these risks. Further details on the risk management activities including the implementation of risk identification and mitigation are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

The Company has in place adequate Internal Financial Controls with reference to the Financial Statements, commensurate with the size, scale and complexity of its operations. These controls have been identified by the Management and are evaluated for operating effectiveness across various locations and functions by the management and tested by the Auditors on a sample basis. The Internal Financial Controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee.

During the Financial Year under review, such controls were tested and no material weaknesses in the design or operating effectiveness of such controls were observed.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”):

All appointments and re-appointments of Directors are carried out in accordance with the applicable provisions of the Act, the Rules made thereunder, the SEBI Listing Regulations and Articles of Association of the Company.

Retirement by Rotation:

At the ensuing 29^th AGM, Mr. Vivek Merchant (DIN: 06389079) and Mr. Bhavik Merchant (DIN : 06389064) retires by rotation and being eligible, have offered themselves for re-appointment.

Appointments and Cessation of Directors and KMP:

During the Financial Year under review:

i. Mr. Ashishkumar Bairagra (DIN: 00049591) Non-Executive Independent Director, resigned from the directorship of the Company with effect from 20^th February, 2026.

ii. Mr. Jayaramakrishnan Kannan (DIN: 06551104) was appointed as an Additional Director in the category of Non-Executive Independent Director for a first term of 5 (five) consecutive years with effect from 31^st March, 2026. His appointment was approved by the shareholders by way of Postal Ballot on 19^th May, 2026.

iii. Mr. Vishant Shetty, Company Secretary and Compliance Officer of the Company, resigned with effect from 22^nd June, 2025.

iv. Ms. Priti P. Dave was appointed as the Company Secretary and Compliance Officer of the Company with effect from 17^th December, 2025.

v. Mr. Rajesh Bhardwaj was redesignated as the Dy. Chief Financial Officer of the Company with effect from 27^th May, 2026.

vi. Mr. Jignesh Shah was appointed as the Chief Financial Officer of the Company with effect from 28^th May, 2026.

During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the payment of sitting fees, commission and reimbursement of expenses, wherever applicable.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Act. The Company has received the necessary declarations and confirmations from all the Directors as required under the Act and the SEBI Listing Regulations.

Further, in terms of the SEBI Listing Regulations, a Certificate from M/s. DM & Associates Company Secretaries LLP, confirming that none of the Directors on the Board has been debarred or disqualified from being appointed or continuing as a Director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other statutory authority, forms part of the Corporate Governance Report.

Key Managerial Personnel

The following personnel have been designated as the Key Managerial Personnel (“KMP”) of the Company as on 31^st March, 2026, pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

16. GENERAL DISCLOSURES:

During the Financial Year under review:

A. Performance evaluation of the Board, its Committees and Individual Directors:

Pursuant to the Section 134 of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, all the Committees and Individual Directors including Chairman of the Board. The Board Evaluation Policy which had been framed by the Company for the purpose of establishing, inter alia, qualifications, positive attributes, independence of Directors and determination of criteria based on which such evaluation is required to be carried out includes matters stated in guidance notes issued by the Securities and Exchange Board of India which is available on the website of the Company at https://sdhi.co.in/wp-content/uploads/2026/05/SDHI-Performance-Evaluation-.pdf.

A separate meeting of Independent Directors was held on 4^th February, 2026, wherein the required evaluation was carried out in terms of the modified policy thereof. More details on the same are given in the Corporate Governance Report.

B. Change in the nature of the business:

There was no change in the nature of business of the Company.

C. Deposits:

The Company has not accepted any deposits from the public.

D. Significant and Material Orders passed by the Regulators or Courts:

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in the future.

E. Prevention of Sexual Harassment of Women at Workplace:

The Company has constituted an Internal Committee in compliance of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint pertaining to sexual harassment at workplace has been received by the Company.

The status of complaints under the said Act during the Financial Year is as under:

• Number of complaints received: Nil

• Number of complaints disposed of: NA

• Number of complaints pending beyond 90 days: NA

F. Compliance with the Maternity Benefit Act, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, and rules framed thereunder, as amended. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with Maternity Benefits as prescribed under the said Act.

G. Proceedings under Insolvency and Bankruptcy Code, 2016 (“IBC”):

There were no applications made or any proceedings pending under IBC by or against the Company.

H. One-time Settlement with Banks or Financial Institutions:

There were no instances of one-time settlement with any Banks or Financial institutions.

I. Giving of loan for purchase of shares:

The Company has neither made any provision of money nor provided any loan to the employee of the Company for subscription to / purchase of shares of the Company, pursuant to Section 67 of the Act and the Rules made thereunder.

J. Fraud Reporting:

During the Financial Year under review, the Statutory and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

K. Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report.

17. COMMITTEES OF THE BOARD:

The Board has constituted various Committees in accordance with the provisions of the Act and the SEBI Listing Regulations, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Risk Management Committee.

Brief details pertaining to composition, terms of reference, meetings held and attendance there at of these Committees during the year has been enumerated in the Corporate Governance Report. The Audit Committee comprises Mr. Kaiyoze Billimoria as the Chairman, and Mr. Paresh Merchant and Mr. Prabhakar Patil as the member. All the recommendations of the Audit Committee have been accepted by the Board of Directors.

18. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, your Directors confirm that:

a) in the preparation of the Annual Accounts for the year ended 31^st March, 2026, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) appropriate Accounting Policies were selected and applied consistently, using reasonable and prudent judgments and estimates so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a ‘going concern’ basis;

e) Internal Financial Controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. INDUSTRIAL RELATIONS:

The relationship with all those concerned continued to remain harmonious and cordial throughout the year under review.

20. APPRECIATION:

The Directors place on record their sincere appreciation for the continued support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate the sincere and dedicated efforts and services of all the employees / staff.