Your Directors present their 40th Annual Report together with Audited Accounts for the financial year ended 31 st March, 2026.

A. FINANCIAL RESULTS AND OPERATIONAL REVIEW :

Performance Review

India's economy is expected to sustain its growth momentum in FY 2025-26, supported by resilient domestic consumption,
steady investments, increased infrastructure spending, and continued technological advancement. Despite intermittent pressures
arising from geopolitical uncertainties, the country has effectively balanced economic expansion with inclusive development,
thereby ensuring stable and sustained progress.

The Indian tractor industry, which your Company serves, achieved unprecedented sales exceeding one million units during
FY26, marking a historic milestone, driven by strong rural demand and supportive policy measures. The industry witnessed
sustained momentum throughout the year, recording a significant increase in overall sales volumes, with growth of 23% over
the previous year and closing at 11,60,300 units. Key growth drivers included the reduction in GST on tractors to 5%,
favourable monsoon conditions, and the Government's continued thrust on the agriculture sector. These factors translated
into a strong performance by the Company's key customer, Swaraj Division of M&M, resulting in robust demand for Swaraj
engines. Consequently, your Company once again delivered an impressive all-round performance, marked by noteworthy
improvements in sales and profit.

With continued strong demand from its key customer, the Company,yet again,recorded a significant surge in engine sales and
posted its highest-ever annual sales volume of 2,02,771 engines as against 1,68,820 engines in the previous year, an
increase of 20.1%. Net operating revenue, registering a growth of 19.3%, rose to Rs. 2007.13 crores as against Rs. 1681.89
crores for the previous year. Operating profit for the year stood at Rs.272.12 crores (previous year Rs. 227.31 crores),
reflecting an increase of 19.7%. Profit Before Tax increased to Rs. 266.98 crores (previous year Rs. 223.05 crores) and Profit
After Tax rose to Rs. 196.31 crores (previous year Rs. 165.98 crores), translating into a Basic Earnings Per Share of

Rs. 161.60 (previous year Rs. 136.64). Total comprehensive income (net of tax) stood at Rs. 196.40 crores (previous year
Rs. 165.79 crores), marking a growth of 18.5%. Notably, FY26 marked the Company's sixth consecutive year of growth in
both engine sales volumes and profit.

As reported in last year's Annual Report, to meet the expected increase in customer demand, the Company had announced
plans to enhance its annual engines manufacturing capacity to 2,40,000 engines from the existing capacity of 1,95,000
engines. The augmentation work is progressing well.

No material changes and commitments which could affect your Company's financial position for FY 2025-26 have occurred
between the end of the financial year of your Company and date of this report.

Finance

The fund position of the Company remained comfortable throughout the year under review.The Company, after meeting the
capital expenditure & working capital requirements to support operations, has earned an income of Rs. 18.50 crores (previous
year - Rs. 17.08 crores) on its surplus funds.

Dividend

Your Directors are pleased to recommend an equity dividend of Rs. 110.00 per share of the face value of Rs. 10.00 for the
financial year ended 31 st March, 2026 (previous year - Rs. 104.50 per share).

If approved by the Shareholders at the ensuing Annual General Meeting, the above equity dividend will be paid to those
shareholders whose names shall appear in the Register of Members as on the Record Date. The total equity dividend outgo
for the financial year 2025-26 will absorb a sum of Rs. 133.65 crores (previous year - Rs. 126.94 crores). Further, the Board
of your Company has decided not to transfer any amount to the General Reserves for the year under review.

Dividend Distribution Policy

The Board approved Dividend Distribution Policy containing the parameters mentioned in Regulation 43A(2) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations").
The same is attached as "Annexure A" and forms part of this Annual Report.

The same has also been hosted on the website of the Company and can be assessed at the web-link https://
www.swarajenterprise.com/policies

Current Year's Review

On the back of various favourable factors, the tractor industry witnessed healthy growth momentum during FY26. Looking
ahead, continued monsoon normalcy, sustained government support towards agriculture and rural infrastructure, and periodic
increases in Minimum Support Prices (MSPs) aimed at enhancing rural incomes are expected to augur well for maintaining
stable demand for tractors going forward.

B. HOLDING COMPANY

Mahindra & Mahindra Limited (M&M) is the holding Company of Swaraj Engines Limited and holds 52.11% of the paid-up
capital equity share capital of the Company as on 31st March, 2026.

C. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls with reference to financial statements, commensurate with
the size, scale and complexity of its operations. Based on the results of such assessments carried out by Management, no
reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.
Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations
and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books of Accounts. The transactional
controls built into the SAP ERP system also help to strengthen the processes related to segregation of duties, appropriate
level of approval mechanisms and maintenance of supporting records. Further, as mandated in the recent amendment under

Companies (Accounts) Rules, 2014, effective 1st April, 2023, the SAP ERP System also has feature of recording an Audit
T rail of each and every transaction, creating an edit log of each change made in books of accounts along with the date when
such changes were made and ensuring that the audit trail cannot be disabled.

D. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

E. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year 2025-26 were in the ordinary course of the business
and were on arm's length basis. All such related party transactions are placed before the Audit Committee for approval,
wherever applicable. Prior omnibus approval for normal transactions is also obtained from the Audit Committee for the related
party transactions which are of repetitive nature as well as for the transactions which cannot be foreseen and the same are
subsequently shared with Audit Committee on quarterly basis. The policy on materiality of and dealing with related party
transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and
the link for the same is https://www.swarajenterprise.com/policies.The disclosure of material related party transactions pursuant
to Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is annexed as "Annexure B" to this report.

F. BOARD AND COMMITTEES
Directors

During the year under review, Mr. Rejesh Jejurikar, Chairman,consequent to his resignation due to his other professional
commitments and responsibilities, ceased to be the Director and Chairman of the Company from the close of 16th October,
2025. Taking note of his resignation, the Board of Directors placed on record its sincere appreciation of the valuable contributions
made by Mr. Jejurikar, firstly as Director and then as Chairman of the Company. The Board then in place of Mr. Jejurikar,
appointed Mr. Rajya Vardhan Kanoria, Non-Executive Independent Director, as Chairman of the Company effective
17th October, 2025.

Further, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, appointed
Mr. Gaganjot Singh as additional Director of the Company w.e.f. 17th October, 2025 and subsequently the shareholders of the
Company also approved his appointment as Director through the postal ballot.

In terms of Section 152 of the Companies Act, 2013, Mr. Puneet Renjhen and Mr. Devjit Sarkar shall retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.The Board is of the opinion that the Independent Directors of the Company hold highest
standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the
databank maintained by The Indian Institute of Corporate Affairs, Manesar ('IICA'). Further, the Independent Directors of the
Company are exempt from the requirement to undertake online proficiency self-assessment test as per the provisions of Rule
6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a system has been put in place to carry out an annual performance evaluation of the Board, its Committees and
individual Directors. Criteria for performance evaluation is covered in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed policy on appointment of
Directors and Senior Management and policy for remuneration of the Directors, KMP and other employees. These policies are
available at https://www.swarajenterprise.com/policies.The Remuneration Policy is also covered in the Corporate Governance
Report.

Board Meetings and Annual General Meeting

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, five meetings of Board and four
meetings of the Audit Committee were convened and held. The details are covered in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The 39th Annual General Meeting of the Company was held on 15th July, 2025.

Meetings of Independent Directors

The Independent Directors of the Company meet at least twice in every financial year without the presence of Non-Independent
Directors, Executive Director and any other management personnel. The meeting(s) is conducted in a manner to enable the
Independent Directors to discuss matter pertaining to, inter alia, review of performance of Non-Independent Directors and the
Board as a whole, assess the quality, quantity and timeliness of flow of information between the Company's management and
the Board that is necessary for the Board to effectively and reasonably perform their duties. During the year, two meetings of
Independent Directors were held on 3rd December, 2025 and 10th March, 2026.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on representations received from the Operating
Management, and after due enquiry, confirm that:

a) in the preparation of Annual Accounts for the financial year ended 31 st March, 2026, the applicable accounting standards
have been followed;

b) in the selection of accounting policies, consulted the Statutory Auditors 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 as at 31 st March, 2026 and of the profit 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and irregularities;

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

e) adequate Internal Financial Controls to be followed by the Company have been laid down and such Internal Financial
Controls were operating effectively during the Financial Year ended 31st March, 2026;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems
were adequate and operating effectively throughout the Financial Year ended 31 st March, 2026.

Audit Committee

The Audit Committee of the Company at the beginning of financial year 2025-26 was comprising of 5 Directors viz.
Mr. Rajya Vardhan Kanoria (Chairman of the Committee), Mr. S. Nagarajan, Mr. Nikhilesh Panchal, Ms. Smita Mankad and
Mr. Puneet Renjhen. Consequent to the appointment of Mr. Kanoria as Chairman of the Company with effect from
17th October, 2025, the Board decided to appoint Ms. Smita Mankad as Chairperson of the Audit Committee with effect from
17th October, 2025 in place of Mr. Kanoria, who continued to be the member of the Audit Committee. In the current composition
of the Audit Committee, except Mr. Puneet Renjhen, all the Members of the Committee are Independent Directors. All the
Members of the Committee possess strong accounting and financial management knowledge.

The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee were accepted by the Board.

G. CORPORATE GOVERNANCE
Corporate Governance

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance of
conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if
any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the
Company.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has put in place anti sexual harassment policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy is gender neutral. Internal Complaints
Committee (ICC) has been set up to redress the complaints received, if any, regarding sexual harassment.

During the year, no complaint was received.

Maternity Benefits Act, 1961

The Company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.

Risk Management

The Risk Management Committee of the Company during the financial year 2025-26 was comprising of 3 Directors viz. Mr.
Nikhilesh Panchal, Non-Executive Independent Director (Chairman of the Committee), Mr. Harish Chavan, Non-Executive
Non-Independent Director and Mr. Devjit Sarkar, Whole Time Director & CEO. The other details and terms of reference of the
Committee are covered under the Corporate Governance Report which forms part of the Annual Report. In accordance with
the requirement of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
is having Risk Management framework covering identification, evaluation and control measures to mitigate the identified
business risks.

H. EMPLOYEES

Key Managerial Personnel (KMP)

During the financial year under review, there is no change in the KMPs of the Company and following were remained the
KMPs throughout the year:

Mr. Devjit Sarkar, Whole Time Director & Chief Executive Officer

Mr. Mahesh Gupta, Chief Financial Officer

Mr. Rajesh K. Kapila, Company Secretary

Ms. Geeta Kharat, Compliance Officer

Employees' Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors
the Employees' Stock Option Scheme-2015 ("the Scheme") of the Company which gets covered under the provisions of SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations 2021"). Pursuant to the said
Scheme, the Nomination and Remuneration Committee during FY 2025-26 have granted 652 options to eligible employee and
allotted 2399 equity shares against the vesting. No employee has been issued stock options during the year, equal to or
exceeding 1% of the issued capital of the Company at the time of grant.Information as required under the SBEB Regulations
is provided in the Annual Accounts which has been uploaded on the Company's website and can be accessed at the web-link
https://www.swarajenterprise.com/annualreports

Industrial Relations

Industrial relations remained cordial throughout the year under review.

Particulars of Employees

The statement of Disclosure of Remuneration under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure C".
Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rules
5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report
and in terms of the provisions of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the
Shareholders excluding the aforesaid statement. Any Shareholder interested in obtaining such details may write to the
Company Secretary of the Company and the same will be made available during 21 days before the Annual General Meeting.

Safety, Health and Environmental Performance

Your Company's commitment towards Safety, Occupational Health and Environment is being continuously enhanced. The
Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards.
This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational Health and
Environmental Policy which inter alia ensures safety of public, employees, plant and equipment by ensuring compliance with
all statutory rules and regulations on regular basis. During the year, no major accident has occurred. Your Company also
imparts training to its employees as per the predefined training calendar, carries out statutory safety audits of its facilities as
per legal requirement and promotes eco-friendly activities.

The Company's plant is certified under OHSAS 45001:2018 and EMS ISO 14001:2015.

I. AUDITORS

Statutory Auditors and Auditors' Report

M/s. B.K. Khare & Co., Chartered Accountants (ICAI Firm Registration Number 105102W), were reappointed as the Statutory
Auditors of the Company for the second term to hold office for another term of 5 years from the conclusion of the 36th Annual
General Meeting ("AGM") held on 25th July, 2022 until the conclusion of the 41st AGM of the Company to be held in the year
2027.

The Report given by the Auditors on the financial statements of the Company for the financial year 2025-26 is part of the
Annual Report. There has been no qualification, reservation or adverse remark or disclaimer given by the Auditors in their
Report.

Secretarial Auditors

Pursuant to Regulation 24A and other applicable provisions of the Listing Regulations and applicable provisions of the
Companies Act, 2013 ("the Act") and Rules made thereunder, the Board, on the recommendation of its Audit Committee,
approved and recommended to the Members the appointment of M/s A. Arora & Co., a proprietorship Company Secretaries
firm (Certificate of Practice No. 993), having a Peer Review Certificate (2120/2022 valid up to 31.05.2027) as Secretarial
Auditors of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of 39th Annual General
Meeting ("AGM") held on 15th July, 2025 till the conclusion of 44th AGM of the Company to be held in the Year 2030.
Subsequently, the Members of the Company at the Annual General Meeting held on 15th July, 2025 also approved the said
appointment.

The Report of the Secretarial Audit for the financial year 2025-26 is annexed herewith as "Annexure D" and it does not contain
any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to SEBI Circular dated 8th February, 2019, as amended, read with Regulation 24A of the Listing Regulations
and Circulars issued by Stock Exchanges in this regard, M/s A. Arora & Co., Company Secretaries in practice (CP No. 993)
has issued Annual Secretarial Compliance Report for FY 2025-26 and the same is available on the Company's website on
https://www.swarajenterprise.com/DisclosureunderReg30andOthers.

Cost Records and Cost Audit

The Company is maintaining cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013.
The Board, on the recommendation of Audit Committee, had appointed M/s SDM & Associates, Cost Accountants (Firm
Registration Number 000281), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year
2025-26 under Section 148 of the Companies Act, 2013. M/s SDM & Associates have confirmed that their appointment is
within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any
disqualifications specified under Section 141 (3) and proviso to Section 148(3) read with Section 141 (4) of the Companies Act,
2013.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arms length
relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed
before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members' ratification for the
remuneration payable to M/s SDM & Associates, Cost Auditors is included in the Notice convening the Annual General
Meeting.

J. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS
Corporate Social Responsibility (CSR)

Keeping with Company's core value of Good Corporate Citizenship, your Company is committed to its social responsibility by
taking various initiatives that would benefit our society. In line with the Company's CSR Policy and CSR thrust areas, your
Company's CSR efforts continue to be directed towards five key areas viz. skill learning, education, public health, environment
and women empowerment. Most of the activities, particularly relating to education, skill learning and health, being planned by
giving due attention to women as key beneficiaries.

Under education and vocational training initiative, to support the youth to get suitable earning opportunities, your Company
imparted training through various short-term courses to about 450 students at Company's Skill Development Centre and Govt.
ITI in association with State Govt. Further, the Company also supported improving the infrastructure at three Govt. ITIs
benefiting 1000 students.

On the public health front, the Company, with the support of Homi Bhabha Cancer Hospital and Research Centre, facilitated
mammography tests for around 1,200 females. Additionally, the Company coordinated various medical camps with other
medical institutions, benefiting around 3,000 people. Medical equipment and supplies were also provided to leading government
institutions to support community welfare.

Women empowerment is one of the core focus areas for the Company. Under this initiative called "Prerna", various trainings
were organized to empower woman farmers through integrated rural development program. With a view to provide and
promote innovative farm practices, knowledge & technology, the Company extended necessary support to 800 women
farmers through 41 Self Help Groups (SHGs). Under Project Nanhi Kali (a M&M group initiative), the Company has contributed
to empower underprivileged girls by supporting their education. The Project provides educational support to girls studying in
Government schools from Class 1 to 10, enabling them to successfully complete their schooling.

To contribute to a cleaner environment, the Company continued its Swachh Bharat initiatives in nearby adopted villages,
focusing on door-to-door garbage collection and helping in cleanliness drive there. As part of the tree plantation drive, 5,500
saplings were planted and distributed across various locations.

Other activities included the distribution of sanitary napkins through already installed vending machines, maintenance of the
sensory garden at the Government Rehabilitation Institute for Intellectual Disabilities, organizing blood donation camps,
celebrating festivals with the underprivileged, and conducting public awareness drives focused on health and environmental
issues.

Further, in compliance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company's Corporate Social Responsibility (CSR) Committee during the year was comprised of Mr.
S. Nagarajan (Chairman), Ms. Smita Mankad, Mr. Harish Chavan and Mr. Devjit Sarkar. The Annual Report on CSR activities
is annexed as "Annexure E" to this report.

Sustainability Initiative

Your Company is conscious of its responsibility towards preservation of natural resources and continuously taking various
initiatives to reduce the consumption of electricity and water. As required under Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report of your Company in the prescribed format is available as a separate
section as "Annexure F" and forms part of this Annual Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars in respect of the above activities stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule
8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure G".

K. SECRETARIAL

Share Capital

Consequent to allotment of 2399 equity shares of Rs. 10/- each to eligible employees during the year against the exercise of
the options vested to them under the Company's Employees' Stock Option Scheme-2015, the Paid-up Equity Share Capital of
the Company as on 31st March, 2026 stood at 1,21,49,865 equity shares of Rs. 10/- each fully paid up (previous year -
1,21,47,466).

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31 st March, 2026
is available onthe Company's website on https://www.swarajenterprise.com/annualreports

Particulars of Loans, Guarantees and Investments

During the year under review, the Company has not extended any loans, given guarantees or provided securities or made
investments which would be covered by Section 186 of the Companies Act, 2013.

Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not made any loans / advances and investment in its own shares, associates, etc. during the year.
Compliance with Secretarial Standards on Board and General Meetings

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

Change in the Nature of Business

There has been no change in the nature of business of the Company during the year.

General

The Company is not paying any commission to the Whole Time Director(s). However, Whole Time Director(s) is eligible for
grant of Stock Options of the Company, subject to approval of the Nomination and Remuneration Committee. Further, the
Whole Time Director of the Company does not draw any commission or remuneration from its Holding Company.

The Company does not have any subsidiary or joint venture company.

There was no revision of financial statements and Board's Report of the Company during the year under review.

During the year, the Company has not made any application and there are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

The Company has no borrowings, and hence the requirement of providing 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 is not applicable.

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no
transactions / events happened on these items during the year under review:

1. issue of equity shares with differential voting rights or sweat equity.

2. raising of funds through public issue, rights issue, preferential issue and qualified institutional placement.

3. significant or material orders passed by the Regulators / Courts / T ribunal which impact the going concern status of the
Company and its future operations.

4. voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase for
which loan was given by the Company (as there is no scheme pursuant to which such person can beneficially hold
shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

5. fraud reporting by the auditors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to acknowledge the contributions of all the stakeholders and are grateful for the co¬
operation of various Government Authorities, excellent support received from the Shareholders, Banks and other Business
Associates. The Directors also recognise and appreciate the hard work and efforts put in by all the employees and their
continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD

Place : S.A.S. Nagar (Mohali) (RAJYA VARDHAN KANORIA)

Date : 13th April, 2026 Chairman

DIN:00003792