V2 Retail Ltd

To

The Members,

The Directors present this Annual Report of V2 Retail Limited ("the Company'') along with the audited financial statements for the financial year ended March 31, 2C26.

1. State of Company Affairs

V2 Retail Limited operates in the retail sector, which remains one of the largest and most enduring growth opportunities in the country. The Indian retail industry has evolved into a highly dynamic and rapidly expanding sector, driven by its vast potential and the significant opportunities it continues to generate.

The operating environment for the retail industry continued to remain challenging during the year.

Despite these headwinds, the Company delivered a resilient performanceandachievedsatisfactoryfinancial results. During the year under review, the Company reported total revenue of Rs.3,060.03 Crores and a Profit AfterTax (PAT) of Rs.163.33 Crores on a standalone basis, reflecting the Company's strong operational execution and prudent financial management.

Financial Results

The operating results of the Company for the year under review are as follows:

1 ° i j j (Rs. in lakhs)

Standalone Consolidated

( 1 + 2 )

To strengthen its market position and expand its footprint, the Company added 136 new stores during the year while strategically dosing 3 underperforming locations, ensuring an optimized and efficient store network. Concurrently, focused initiatives were undertaken to enhance and streamline the supply chain infrastructure, improving operational efficiency, inventory management, and delivery timelines.

In addition, the Company has consistently driven efficiency improvements and cost optimization measures across all functions of the organization. These efforts include better resource allocation, process standardization, and adoption of cost-control mechanisms, thereby reinforcing overall operational effectiveness and supporting sustainable growth.

2. Operations Review

The Company continued to pursue its strategic vision of expanding the "V2 (Value & Variety)" retail brand across the northern, eastern, southern, and central regions of India during the year. Through consistent execution and a customer-centric approach, the Company has strengthened its presence across diverse markets. It has emerged as one of the fastest- growing retail companies in the country and continues to enjoy strong brand equity and customer trust across multiple consumer segments.

As on March 31, 2C26, the company is having 325 (Three Hundred Twenty-Five) "V2" retail storesall over India and the total retail area covered stood to 35 Lakh Sq. Ft. During the year, the Company added 136 (One Hundred Thirty-Six) and closed 03 (Three) stores

During the year under review, the Company continued to focus on enhancingthe capability of the organization and towards the achievement of this goal, the Company has been taking a number of initiatives.

3. Dividend

Considering the industry outlook & financial position of the Company, your directors do not propose to declare any dividend for the financial year ended on 7. March 31, 2026.

The Dividend Distribution Policy of the Company is available on the website of the Company at: https:// www.v2retail.com/wp-content/uploads/2018/08/ DIVIDEND-DISTRIBUTION-POLICY-1 .pdf.

4. Transfer to Reserve

Your directors do not propose to transfer any amount to the general reserve.

5. Material changes and commitments

There have been no such material changes and commitments affecting the financial position of the 9. Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. Share Capital

During the financial year ended March 31, 2026, pursuant to the approval of the members of the Company at the Annual General Meeting held on Friday, September 05, 2025, the Company, under the

Qualified Institutional Placement ("QIP") mechanism, issued and allotted 18,74,414 equity shares of face valueRs. 10 each (the "Equity Shares") at a price ofRs. 2,134 per Equity Share to eligible Qualified Institutional Buyers, aggregating to approximatelyRs. 400 crores.

As on March 31, 2026, the authorized share capital of the Company is Rs.45,84,00,000 divided into 45,84,00,000 Equity Shares of Rs.1 each and the paid - up equity share capital of the Company is Rs.36,46,37,550

During the financial year ended March 31, 2026, pursuant to the approval of members of the Company through Postal ballot dated March 08, 2026, the Company has sub-divided its equity shares having a face value ofRs. 10/- (Rupees Ten Only) has been split into 10 (Ten) fully paid-up equity shares having a face value ofRs. 1/- (Rupee One Only) each.

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme. Your Company has not resorted to any buy back of the equity shares during the financial year under review.

Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, your Company was not required to transfer any amount during the year 2025-26 to the Investor Education and Protection Fund.

Details of significant and material orders passed by regulators/courts/tribunals

During the year under review there was no instance of any material order passed by any regulators/ courts/tribunals impacting the going concern status of the Company.

Employee Stock Option Scheme

Grant of share-based benefits to employees is a mechanism to align the interest of the employees with those of the Company, to provide them with an opportunity to share the growth of the Company and also to foster long-term commitment.

The Company has implemented a V2R-Employee Stock Option Scheme 2016 ('ESOP 2016'), which was approved by the members at the Annual General

CORPORATE OVERVIEW  ^  FINANCIAL STATEMENTS

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Meeting held on September 30, 2016. Your directors have approved grant of options to the eligible employees of the Company under the scheme 'V2R- Employee Stock Option Scheme 2016' ('ESOP 2016').

The information required to be disclosed under SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 as on March 31, 2026, are as follows and respective disclosures are displayed on the website of the company i.e. www.v2retail.com.

None of options has granted during the year ended March 31, 2026.

10. Bonus Issue

Company has not allotted/transferred or issued any bonus shares during the year.

11. Change in the nature of the Business, if any

There was no change in the nature of business of the Company during the financial year ended March 31, 2026. However, Company is planning to broaden its operations by adding new retail stores for strengthening existence and to reach amongst the larger consumer base to enhance its turnover and operating revenue.

12. Internal Control systems and their adequacy

The Company has established a comprehensive and robust system of internal controls, commensurate with its size, scale of operations, and business requirements. These internal financial controls (IFCs) have been meticulously designed and effectively implemented to ensure orderly and efficient conduct of business, safeguarding of assets, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The control framework is tailored to the nature of activities undertaken at various locations and across all business functions, ensuring consistency and operational integrity.

The Company's in-house Internal Audit function conducts periodic and systematic audits across all store locations, corporate offices, and warehouse/ distribution centres nationwide. The primary objective of the internal audit is to rigorously evaluate the adequacy, effectiveness, and operational efficiency of financial and operational controls, as well as to ensure strict compliance with the provisions ofthe Companies Act, 2G13, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2G15, and the Company's internal policies and procedures.

Further strengthening its governance framework, the Board of Directors has appointed M/s SMAM & Co., Chartered Accountants (FRN: C28845C), as the Internal Auditor ofthe Company for the Financial Year 2C25-26, to independently oversee and reinforce the internal audit function.

A, comprehensive summary of all significant audit observations, along with corrective actions taken by the management, is periodically presented before the Audit Committee. The Audit Committee critically reviews the scope, findings, and effectiveness of the internal audit processes, provides strategic guidance, and ensures timely implementation of recommendations. It also keeps the Board of Directors apprised of key observations and developments on a

regular basis, thereby reinforcing a strong culture of governance, transparency, and accountability within the organization.

the Company's website at: https://v2retail.com/wp- content/uploads/2025/05/Policv-for-Determining- Material-Subsidiaries.pdf.

13. Internal Financial Controls

The Company has established a robust and comprehensive framework of internal financial controls, commensurate with its size, scale, and complexity of operations. These controls are rigorously designed, implemented, and consistently monitored to ensure the orderly, efficient, and compliant conduct of business.

The Company has laid down well-defined policies and procedures that enable effective governance, safeguard its assets, and ensure the prevention and timely detection of frauds and errors. The control environment further ensures the accuracy and completeness of accounting records, as well as the preparation of financial statements in a timely, reliable, and transparent manner, thereby reinforcing strong financial discipline and accountability across the organization.

14. Segment Reporting

The Board wishes to inform you that Segment Reporting is not applicable to the Company.

During the year under review, no Company has become or ceased to be a subsidiary, joint venture or associate of the Company.

The Consolidated Financial Statements of the Company including its subsidiaries duly audited by the statutory auditors are presented in the Annual Report. The Consolidated Financial Statements have been prepared in strict compliance with applicable Accounting Standards and where applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India. A report on performance and financial position of the subsidiary companies included in the Consolidated Financial Statement is presented in a separate section in this Annual Report.

18. Deposits

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

17. Consolidated Financial Statements

15. Cash Flow Analysis

The Cash Flow Statement for the year, under reference in terms of Regulation 36 of SEBI (LODR) Regulations, 2015 is annexed with the Annual Accounts of the Company.

16. Subsidiary Companies, Joint Ventures and Associate Companies

Your Company has a wholly owned subsidiary Company named as M/s V2 Smart Manufacturing Private Limited which was incorporated on 25 th October, 2019. A report on the performance and financial position ofV2 Smart Manufacturing Private Limited for the Financial Year ended March 31,2026 is set out in Form AOC-1 as pertheCompaniesAct,2013and annexed herewith as Annexure I to this Report.

The annual financial statements of the subsidiaries shall also be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time. The annual Financial Statements of the subsidiaries are available on the Company's website at https://v2retail.com. The Company has formulated a policy for determining material subsidiaries. The said policy is also available on

19. Secretarial Standards of ICSI

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013 except the following:

It was observed that there was a gap exceeding the prescribed limit between two Board Meetings, which is not in compliance with the provisions of the Companies Act, 2013 and applicable regulations.

Consequent to the same, both the Stock Exchanges imposed a penalty of Rs.10,000 each on the Company for such non-compliance. The Company has, however, duly paid the said penalties within the prescribed timelines.

20. Auditors and Auditors' Report

Statutory audit

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E), were appointed as the Statutory Auditors of the Company from the conclusion of 21 st Annual General Meeting

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of the Company held on 3C ,h September 2022, for a period of 5 (Five) Years till the conclusion of the 26 lh Annual General Meeting of the Company, on such remuneration as may be decided. Further, the Auditors' Report "with an unmodified opinion", on the financial statements of the Company for financial year 2025-26, forms part of this Annual Report.

There was no observation or qualification in the Auditor's Report. The Notes on Financial Statements referred to in the Auditors' report are self-explanatory and therefore do not require any further comments.

Secretarial Audit

Pursuant to the provisions of Section 2C4 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company in its Annual General Meeting held on September 05, 2025 has appointed M/s Don Banthia & Associates, Company Secretaries, having its office in Jaipur, Rajasthan, as its secretarial auditor to undertake the secretarial audit for a period of five years till the conclusion oftheAnnual General Meeting of the Company to be held in the year 2030. The Secretarial Audit Report is certified by the Secretarial Auditors, in the specified form MR-3 is annexed herewith and forms part of this report and enclosed as Annexure II. The Secretarial Auditors have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws.

The Auditors have put certain qualifications in their report to which the management has put forward the following below mentioned replies:

Qualification and response to Auditor's Report:

During the year under review, it was observed that there was a gap exceeding the prescribed limit between two Board Meetings, which is not in compliance with the provisions of the Companies Act, 2013 and applicable regulations.

Management Response: The delay in convening the Board Meeting was primarily on account of nonreadiness of financial statements. The Company has now strengthened its internal processes to ensure timely finalization of financials and strict adherence to the statutory requirements relating to the conduct of Board Meetings.

21. Frauds reported by auditor under section 143 (12) other than those which are reportable to the Central Government

There are no such frauds reported by auditor, which are committed against the Company by officers or employees of the Company.

22. Conservation energy, technology and foreign exchange outgo

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is annexed herewith and forms part of this Report and enclosed as Annexure III.

23. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website at www.v2retail. com.

24. Corporate social responsibility

Corporate social responsibility forms an integral part of your Company's business activities. Your Company is a responsible corporate citizen, supporting activities which benefit the society as a whole. In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy which is available at www.v2retail.com.

Your Company has in place the CSR Committee, which performs the functions as mandated under the Com pa n ies Act, 2013 a nd the Ru I es f ra m ed t hereu n d er. The composition of the CSR Committee is detailed in the Corporate Governance Report.

The annual report on CSR activities pursuant to Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure - IV to this report.

25. Directors and Key Managerial Personnel

As of March 31, 2026, your Company's Board had six members comprising of three Executive Directors and three Independent Directors including Woman Director.

The details relating to the composition of the Board and its Committees, tenure of Directors, and other relevant governance disclosures are comprehensively set out in the Corporate Governance Report forming

an integral part of this Annual Report. In compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board has undertaken a robust evaluation and identified the critical skills, expertise, experience, and core competencies required for effective stewardship and long-term strategic oversight of the Company's business operations.

The Board is of the view that its composition reflects an appropriate balance of industry knowledge, financial acumen, governance expertise, strategic leadership, and functional capabilities necessary to discharge its responsibilities efficiently and uphold the highest standards of corporate governance. The detailed matrix of such skills, expertise, and core competencies of the Directors is provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, following changes took place in the Directorships:

Re-appointment of Director(s)retiring by rotation:

During the year under review, the members of the Company had approved the re-appointment of

Ms. Jrra Agarwal (DIN-00495945,) as the Whole Time Director of the Company in the 24 th Annual General Meeting ("AGM") held on September 05, 2025, who was due to retire by rotation at the said AGM and being eligible, had offered herself for re-appointment.

Re-appointment of Independent Director(s) for their 2nd Term of 5 Years:

During the year under review, the members of the Company had approved the re-appointment of

Ms. Archana Surendra Yadav (DIN: 07335198) and Mr. Arun Kumar Roopanwal, (DIN: 00406817) as an Independent Director of the Company for another period of 5 years vv.e.f. January 26, 2025 and approve continuation as a Non-Executive Independent Director beyond the age of 75 years.

Declaration from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel:

In pursuance of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel ("KMP") of the Company are as follows:

Mr. Ram Chandra Agarwal, Chairman & Managing Director, Mrs. Uma Agarwal, Whole-rime Direcror, Mr. Akash Agarwal, Whole-rime Direcror & CEO, Mr. Pratik Adukia, Chief Financial Officer & Mr. Shivam Aggarwal, Company Secrerary & Compliance Officer.

During rhe year under review, Mr. Manshu Tandon has been resigned from rhe posr of CEO of rhe Company w.e.f. April 28, 2025 and Mr. Akash Agarwal has been redesignated as rhe Whole rime Direcror & CEO of rhe Company w.e.f. May 27, 2025.

A Direcror, upon appoinrment, is formally inducted to rhe Board. In order ro familiarise rhe Independent Directors about rhe various business drivers, they are updated through presentations at Board Meetings about the performance and Financials of rhe Company. They are also provided presentations/booklets about the business and operations of the Company.

26. Board Familiarization and Training Programme

Prior to the appointment of an Independent Director, the Company sends a formal invitation along with a detailed note on the profile of rhe Company, the Board structure and other relevant information. Atthe time of appointment of the Director, a formal letter of appointment which inter-alia explains the role, functions, and responsibilities expected of him/her as a Director of the Company is given. The Director is also explained in detail about the various compliances required from him/ her as a director under the various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations.

CORPORATE OVERVIEW  ^  FINANCIAL STATEMENTS

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors. The details of the Board familiarization programme for the Independent Directors can be accessed at www.v2retail.com.

27. Performance evaluation

The Board has adopted a robust and structured framework for the annual evaluation of its own performance, as well as that of its committees and individual Directors, including the Chairman of the Board, in accordance with the applicable provisions of the Companies Act, 2C13 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A comprehensive Board effectiveness evaluation questionnaire, based on well-defined qualitative and quantitative parameters and the evaluation framework approved by the Board, was administered to assess various aspects including composition, governance processes, strategic oversight, participation, effectiveness of Committees, quality of deliberations, decision-making, and contribution of individual Directors.

The evaluation outcome reflected a high degree of effectiveness, commitment, active participation and engagement of the Board, its committees and the senior management in discharging their respective roles and responsibilities. The observations, feedback and recommendations emerging from the evaluation exercise were deliberated upon at the meeting of Independent Directors, Nomination and Remuneration Committee and the Board.

Based on the inputs received, the Board undertook necessary measures and continued efforts towards enhancing governance standards and further strengthening the effectiveness and functioning of the Board and its Committees.

28. Number of meetings of the Board

During the year under review, the Board of Directors met 4 (four) times, and the meetings were held on May 27, 2025, July 30, 2025, November 14, 2025 and February 03, 2026. The intervening gap between any two meetings was within the period prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the Board Meetings held during the year and the attendance of Directors thereat are provided

in the Corporate Governance Report, forming part of this Annual Report.

29. Separate meeting of independent Directors

A separate meeting of the Independent Directors was held during the year under review, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of such meeting, including attendance of the Independent Directors, are provided in the Report on Corporate Governance forming part of this Annual Report.

30. Committees of the Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. As on March 31, 2026, the Board has constituted the following committees/ subcommittees.

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee Risk Management Committee

Corporate Social Responsibility Committee

ESOP Committee

Fund Raising Committee

Sub Committee

The details of all the aforesaid Committees, including their composition, terms of reference, number of meetings held during the year under review and attendance thereat, are provided in the Report on Corporate Governance forming part of this Annual Report.

31. Whistle-blower policy/vigil mechanism

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

Pursuantto Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual orsuspected,fraud orviolation ofthe Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees ofthe Company to approach the Chief Ethics Counsellor / Chairman of

the Audit Corrrriitee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

The policy on vigil mechanism may be accessed on the Company's website at https://www.v2retail.com/wp- content/uploads/2018/08/Vigil-Meehan ism-and- Whistle-Blower-Policv-1 .pdf.

32. Remuneration policy

The Company's Remuneration Policy is designed to attract, retain and motivate highly qualified and competent professionals at the executive as well as Board levels. The policy aims to ensure that the Company engages individuals who not only meet the requisite eligibility criteria, expertise and experience, but also align with the values, vision and corporate culture of the Company.

The policy further seeks to provide a fair, competitive and performance-driven remuneration framework, ensuring an appropriate balance between fixed and variable pay, aligned with individual performance, business objectives, shareholder interests, industry benchmarks and applicable statutory and regulatory requirements.

Theremunerationpolicyensuresthatthe remuneration to the directors, key managerial personnel and the senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. The remuneration policy is consistent with the 'pay-for-performance' principle. The Company's policy on remuneration and appointment of Board members as mentioned in the Remuneration Policy has been disclosed at the company's website at https://www.v2retail.com/wp- content/uploads/2018/08/Remuneration Policv- VRL.pdf.

33. Related party transactions

All related party transactions entered into by the Company during the financial year were at arm's length. During the year the Audit Committee had granted an omnibus approval for transactions which were repetitive in nature for one financial year and all such omnibus approvals were reviewed by the Audit Committee on a quarterly basis. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for the necessary review and approval.

Your Company's policy on related party transactions, as approved by the Board, can be accessed at https:// v2retail.com/wp-content/uploads/2025/05/Policv- on-Related-Party-Transactions.pdf.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is appended asAnnexure V to this report.

34. Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013

The particulars of loans granted, guarantees provided, securitiesgiven and investments made bythe Company, covered under the provisions of Section 186 of the Companies Act, 2013, are disclosed in the Financial Statements forming part of this Annual Report.

35. Particulars of employees and managerial remuneration

The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules') is appended as Annexure VI to this Report.

The information as per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules is provided in a separate annexure forming part of this Report. However, the Annual Report is being sent to the Members of the Company excluding the said annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office as well as Corporate Office of your Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary of the Company.

36. Management discussion and analysis and Corporate Governance Report

As per Regulation 34(3) read with schedule V of the SEBI Listing Regulations 2015, Management Discussion Analysis, Corporate Governance Practices followed by your Company, together with a certificate from the Company Secretary in Practice confirming compliance of conditions of Corporate Governance are an integral part of this report.

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37. Risk Management system

The Company has developed and implemented a risk management policy which is periodically reviewed by the management. In accordance with Regulation 21 of SEBI Listing Regulations, 2015, the enterprise risk management policy of the Company, which has been duly approved by the Board, is reviewed by the Audit Committee and the Board on a periodic basis. The risk management process encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. Besides exploiting the business opportunities, the risk management process seeks to minimise adverse impacts of risk to key business objectives.

38. Prevention of sexual harassment at workplace

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employees. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The policy lays down severe punishment for any such act. Further, your directors state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

39. Disclosure Under the Maternity Benefit Act 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961. Your Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

40. Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have

enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

41. General

Your directors state that no disclosure or reporting is required in respect of the following Items as there were no transactions on these items during the year under review: -

a) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to Directors or employees except allotment of shares to respective employees pursuant to ESOP Scheme of the Company.

c) Purchase of or subscription for shares in the Company by the employees of the Company except ESOP.

d) The Company has a material wholly owned subsidiary, and the policy on material subsidiary is uploaded on the website of the Company.

e) Managing Director and Whole Time Directors of the Company does not receive any remuneration or commission from the Subsidiary Company of the Company and there is no holding Company of your Company.

f) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

42. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a) in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures:

43. Acknowledgements

Your directors wish to place on record their sincere appreciation and gratitude to all stakeholders, including shareholders, custorrers, bankers, business associates, vendors, dealers and other stakeholders, for their continued trust, valuable support and cooperation extended to the Company during the year under review.

b) they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) 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 financial statements have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and 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.

The Directors also place on record their deep appreciation for the commitment, dedication and hard work demonstrated by the employees at all levels, whose continued efforts and contributions have been instrumental in the Company's growth, progress and sustained performance.