Your directors have pleasure in presenting the Annual Report of your Company Carnation Industries Limited with the Audited
Financial Statements along with Auditor's Report for the year ended March 31, 2026.

1. FINANCIAL PERFORMANCE

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY'S AFFAIRS

The Financial Year 2025-26 was a landmark year for the Company, marked by the successful implementation of the Resolution
Plan approved by the Hon'ble National Company Law Tribunal, Kolkata Bench, pursuant to the Corporate Insolvency
Resolution Process under the Insolvency and Bankruptcy Code, 2016. In accordance with the approved Resolution Plan, the
Company underwent capital restructuring and a change in management and control, resulting in the induction of a new
promoter and management team.

Pursuant to the implementation of the Resolution Plan, the shareholding structure of the Company was reconstituted,
with the new promoter acquiring a controlling stake in the Company while preserving participation of the existing public
shareholders in accordance with the approved Resolution Plan.

Following the induction of the new management, the Company strategically diversified its business operations and ventured
into the winery and beverages sector. The Company is presently engaged in the manufacturing, processing, bottling,
trading, importing, exporting and distribution of alcoholic and non-alcoholic beverages, including wines, beer, whisky, gin,
rum, brandy, Indian Made Foreign Liquor (IMFL), other spirits, aerated waters, mineral water, soda, juices, energy drinks and
related beverage products.

During the year under review, the management focused on establishing the operational and regulatory framework for the
Company's new line of business, strengthening its organizational structure, identifying growth opportunities and laying the
foundation for sustainable business expansion. The Board believes that the successful implementation of the Resolution
Plan and the Company's strategic diversification initiatives have positioned the Company for long-term growth and value
creation for all stakeholders.

3. DIVIDEND

The Board of Directors of the Company has decided not to recommend any dividend for the financial year under consideration,
in view of the losses incurred by the Company during the said financial year.

4. TRANSFER TO GENERAL RESERVES

The Company has not transferred any sum to the General Reserves Account during the reporting period.

5. CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the financial year 2025-26.

6. REGISTERED AND CORPORATE OFFICE

During the year under review, the Members of the Company approved, by way of a Special Resolution passed on November
16, 2025, the shifting of the Registered Office of the Company from the State of West Bengal to the National Capital Territory
of Delhi, subject to the approval of the Regional Director/Ministry of Corporate Affairs and such other statutory authorities
as may be required under the provisions of the Companies Act, 2013 and applicable laws.

The proposed shifting is intended to align the Registered Office with the Company's evolving business operations and
strategic objectives, and to facilitate greater administrative and operational efficiency. Further, the Company's Directors
and Key Managerial Personnel are primarily based in Delhi and oversee the management and operations of the Company
from Delhi.

The Company has filed the requisite applications and forms with the concerned authorities, and the approval process
is presently underway. Pending receipt of the requisite approvals and completion of the shifting process, the Company
continues to operate from its Corporate Office situated at G-2, 34/1, Vikas House, East Punjabi Bagh, New Delhi - 110026,
which became effective as the Corporate Office address from 18 November 2024.

7. CHANGE IN NAME

During the year under review, the Members of the Company approved, by way of a Special Resolution passed through
Postal Ballot on November 16, 2025, the change in the name of the Company from Carnation Industries Limited to Ebravea
Beverages Limited, subject to the approval of the Registrar of Companies and other statutory and regulatory authorities,
as applicable. The Company is awaiting the necessary approvals from the concerned authorities. Upon receipt of such
approvals, the change of name shall become effective in accordance with the provisions of the Companies Act, 2013.

8. ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION

The Memorandum of Association (“MOA") of the Company was based on the provisions of the erstwhile Companies Act,
1956. To align the MOA with the provisions of the Companies Act, 2013, including the format prescribed under Table A of
Schedule I and the revised requirements relating to the Object Clause, the Company adopted a new set of MOA in place
of the existing MOA. Accordingly, during the financial year under review, the Board of Directors, at its meeting held on
September 05, 2025, approved the adoption of the new set of MOA, which was subsequently approved by the Members by
way of a Special Resolution passed at the Annual General Meeting held on September 30, 2025. The amended MOA became
effective upon registration by the Registrar of Companies.

9. ALTERATION OF OBJECT CLAUSE

During the financial year under review, the Members of the Company approved, by way of a Special Resolution passed at
the Annual General Meeting held on 30 September 2025, the alteration of Clause III (Object Clause) of the Memorandum
of Association of the Company. The amendment was approved to enable the Company to diversify its business activities
by undertaking the business of manufacturing, processing, bottling, trading, importing, exporting and dealing in alcoholic
and non-alcoholic beverages, including wines, beer, whisky, gin, rum, brandy, vodka, liqueurs, country liquor, Indian Made
Foreign Liquor (IMFL) and other spirits, as well as aerated waters, mineral water, soda, juices, energy drinks and other allied
beverage products. The Company has completed the requisite statutory filings in respect of the aforesaid alteration.

10. COMPLIANCE WITH MINIMUM PUBLIC SHAREHOLDING

Pursuant to Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Rule
19A of the Securities Contracts (Regulation) Rules, 1957, every listed company is required to maintain a minimum public
shareholding of at least 25%. Pursuant to the implementation of the Resolution Plan approved by the Hon'ble National
Company Law Tribunal, Kolkata Bench, vide Order dated 05 June 2024 under the Insolvency and Bankruptcy Code, 2016,
the existing equity share capital of the Company was cancelled and fresh equity shares were allotted on 14 November 2024,
wherein 90% of the equity share capital was allotted to the Successful Resolution Applicant (Promoter) and the remaining
10% to the existing public shareholders. Consequently, the Company's public shareholding fell below the prescribed
minimum public shareholding requirement.

In order to achieve compliance with the aforesaid regulatory requirement, the Board of Directors, at its meeting held on 17
October 2025, approved the initiation and evaluation of appropriate measures to restore the minimum public shareholding
to at least 25% within the prescribed timeline through any of the permissible methods under the applicable SEBI Regulations
and other applicable laws, subject to the necessary statutory and regulatory approvals. The approval of the Members was
subsequently obtained by way of a Special Resolution passed through Postal Ballot, the results of which were declared
on 16 November 2025, authorising the Board of Directors and/or any Committee thereof to undertake such measures as
may be considered appropriate for achieving compliance with the prescribed minimum public shareholding requirement in
accordance with the applicable laws and regulations.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company occurring between
the end of the Financial Year and the date of this Report.

12. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the
relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial
controls were adequate and effective during the financial year 2026-27. The details in respect of internal financial control
and their adequacy are included in the Management Discussion & Analysis, which forms part of the Annual report.

13. PUBLIC DEPOSITS

Our Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and any amendment thereof.

14. AUDITORS

a) Statutory Auditor

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. Jain
Saraogi And Co, Chartered Accountants, (Firm Registration Number: 305004E) has been appointed as the Statutory
Auditors of the Company for a period of five years from the conclusion of Annual General Meeting held in 2022 till
the conclusion of Annual General Meeting of the Company to be held in 2027, at such remuneration plus applicable
taxes, and out of pocket expenses, as may be determined in consultation with the Auditors and duly approved by
the members of the Company.

Auditor's Report

The Auditor's Report for financial year ended March 31, 2026, does not contain any qualification, reservation or
adverse remarks. All Observations made in the Independent Auditors' Report and Notes forming part of the Financial
Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud
requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review.
The Auditor's report is enclosed with the financial statements in this Auditor's Report.

b) Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board of Directors,
based on the recommendation of the Audit Committee, members of the Company in the Annual General Meeting
held on September 30, 2025, approved the appointment of Avinash K & Co., Practicing Company Secretaries, a peer
reviewed firm (Membership No. F12480 and COP No. 18318), as the Secretarial Auditors of the Company for a term of
five consecutive years commencing from the conclusion of the ensuing Annual General Meeting till the conclusion
of the Annual General Meeting to be held in the year 2030.

The Secretarial Auditors shall conduct the Secretarial Audit of the Company for the financial years 2025-26 to
financial year 2029-30 in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing
Regulations.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2026 in the format prescribed (Form MR-3) as
provided by & Co. the Company Secretary in Practice has been annexed to the Report. (Annexure-I).

c) Internal Auditor

The Company has appointed M/s Jha Gunjan & Associates (FRN- 029506N, COP -529511), Practicing Chartered
Accountants as an Internal Auditor of the Company for the F.Y. 2026- 27 as per the requirements of the section
138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable
provisions of the Act.

15. SHARE CAPITAL

During the year under review, the Members of the Company, at its meeting held on November 16, 2025, approved, the
increase in the Authorized Share Capital of the Company from the existing Rs. 7,00,00,000/- (Rupees Seven Crores Only)
divided into 70,00,000 Equity Shares of Rs. 10/- each to Rs. 35,00,00,000/- (Rupees Thirty-Five Crores Only) divided into
3,50,00,000 Equity Shares of Rs. 10/- each. however, the filing of Form SH-7 with the Registrar of Companies, is currently in
process and, consequently, the increased authorised share capital is yet to be reflected in the MCA records.

The Paid-up Share Capital of the Company as on March 31, 2026 stands at is Rs.3,45,71,600 /- (Rupees Three Crores Forty-
Five Lakh Seventy-One Thousand Six Hundred Only) comprising of 34,57,160 Equity Shares of Rs.10/- each (Rupees Ten
Only) each.

a) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule (4) of
the Companies (Share Capital and Debentures) Rules 2014.

b) Issue of sweat equity shares the Company

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies
(Share Capital and Debentures) Rules 2014.

c) Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies
(Share Capital and Debentures) Rules 2014.

d) Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the
benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures)
Rules 2014.

16. EXTRACT OF THE ANNUAL RETURN

The Ministry of Corporate Affairs vide Notification dated 05.03.2021 (effective from same date) has Made Amendment in
Rule 12 of Companies (Management and Administration), Rules, 2014, Omitting Requirement of Attaching MGT - 9 - Extract
of Annual Report in the Board Report, Hence the Form MGT-9 doesn't form part of this Board Report.

The copy of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014 in Form MGT-7 is available on the website of the Company.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipment's;

B. Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year :-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the
expenditure incurred on Research and Development.

C. Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

18. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top Thousand (1000) listed entities based on market
capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under
top 1000 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management's Discussion and Analysis Report (MDAR) is set out in the Annual Report. (Annexure II)

20. POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Above Policies along with the other policies which are applicable on the website of the Company.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

The Corporate Insolvency Resolution Process (CIRP) of the Company was successfully concluded pursuant to the approval
of the Resolution Plan by the Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, vide its order dated June 5,
2024. Consequent to the implementation of the approved Resolution Plan, the Company underwent capital restructuring,
induction of a new promoter, and reconstitution of its shareholding pattern, enabling the revival and continuity of its
business operations. During the Financial Year 2025-26, no significant and material orders were passed by any regulator,
court, tribunal, statutory authority, or judicial body which could impact the going concern status, operations, or future
prospects of the Company.

22. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five
Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs.1000 Crore) or more; or Net Profit is
Rupees Five Crore (Rs.5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate
Social Responsibility Committee (“CSR Committee") of the Board. But this provision is not applicable to your company; as
during the immediately preceding financial year, company has not reached this limit.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013 along with
the provisions of SEBI (LODR) Regulations 2015. As on March 31, 2026, the composition of the Board of Directors of your
Company is as follows:

A. Company Secretary & Compliance Officer

1. Mrs. Parul Rai tendered his resignation from the position of Company Secretary and Compliance Officer,
which became effective on January 31, 2026.

2. Mr. Sanjog was appointed as the Company Secretary and Compliance Officer of the Company with effect
from February 26, 2026, during the financial year under review.

B. Chief Financial Officer

1. Ms. Anamika Gupta has resigned from the position of Chief Financial Officer of the Company with effect from
July 07, 2025.

2. The Board of Directors has appointed Mr. Bhartendu Pratihasta as the Chief Financial Officer and designated
him as a Key Managerial Personnel of the Company with effect from July 07, 2025.

24. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

25. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors,
including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and
independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non - Independent Directors was carried out by the Independent Directors. The board also carried
out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder
relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors
reviewed all the laws applicable to the company, prepared by the company and taking steps to rectify instances of non¬
compliances. (Annexure III)

26. NUMBER OF MEETINGS OF THE BOARD

During the year, four (07) Board Meetings were convened by the Board of Directors as on 29.05.2025, 07.07.2025, 13.08.2025,
05.09.2025, 17.10.2025, 27.01.2026 and 26.02.2026. The intervening gap between the Meetings was within the period as
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Adequate Quorum was present in all the meetings as required by law.

27. COMMITTEES AND THEIR MEETINGS
A. Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013 and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing
the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit
Committee were accepted.

During the year, Four Audit Committee Meetings were held.

B. Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Committee's scope of work includes nominate the directors as per their qualifications, experience and
positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying
guidelines for remuneration package or compensation etc.

Composition of Nomination and Remuneration Committee as on 31.03.2026

C. Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies
Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to look
into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /
annual reports, etc.

Composition of Stakeholder Relationship Committee as on 31.03.2026

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year one meeting of Stakeholders Relationship Committee Meetings were held.

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company
believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides
such kind of environment to its employees and directors and always encourages its team to follow such standards
in their activities. The directors, employees and other team members are free to report on the issues which require
genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of
vigil mechanism and the same has been performed by the committee periodically.

28. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

The Company has entered into a Share Purchase Agreement (“SPA") with the existing shareholders of Oniv Beverages Private
Limited for the acquisition of 100% of its equity share capital. The aggregate consideration for the proposed acquisition
shall not exceed ?5.00 Crores and is proposed to be discharged through the issuance and allotment of equity shares of the
Company in exchange for the equity shares of Oniv Beverages Private Limited, subject to receipt of all requisite statutory,
regulatory and corporate approvals. The transaction is expected to be completed during the financial year 2026-27.

As on the date of this Report, the Company does not have any subsidiary, joint venture or associate company.

29. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

The Company has no subsidiaries, Joint Venture Companies so there is no requirement of description of the performance
of Subsidiaries and Joint Venture Companies.

30. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the
financial statement and same is provided in this Annual Report.

31. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into contracts and arrangements with related parties and, in
this regard AOC-2 is attached as (Annexure-IV).

32. CORPORATE GOVERNANCE CERTIFICATE

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

33. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

34. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. SEXUAL HARRASEMENT

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions
relating to the constitution of Internal Complaints. Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

No case was reported during the year under review, the details are as follows:

• The number of sexual harassment complaints received during the year: Nil

• The number of such complaints disposed of during the year: Nil

• The number of cases pending for a period exceeding ninety days: Nil

36. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

Pursuant to the requirements introduced under the Companies (Accounts) Second Amendment Rules, 2025, the Company
hereby confirms that it is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from
time to time.

The Company ensures that all eligible women employees are provided with the statutory maternity benefits, including leave
entitlements, job protection, and other prescribed facilities, in accordance with the Act. Internal processes and policies
have been aligned to support maternity rights, promote workplace inclusivity, and ensure adherence to all legal obligations
under the Act.

37. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may
threaten the existence of the Company. During the year, your directors have an adequate risk management infrastructure in
place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties
that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these
procedures periodically. The company's management systems, organizational structures, processes, standards, code of
conduct and behavior together form a complete and effective Risk Management System (RMS).

38. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while
in possession of unpublished price sensitive information in relation to the Company and during the period when the trading
window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees
have confirmed compliance with the Code.

39. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

40. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2) whenever it is applicable. Your Company will comply with the other Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

41. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board, Key Managerial
Personnel, Senior Management of the Company and all employees in the course of day-to-day business operations of the
company. The Code has been placed on the Company's website. The Code lays down the standard procedure of business
conduct which is expected to be followed by the directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. (Annexure V).

42. ANNUAL LISTING FEES

The Company is listed on BSE Limited and paid the annual listing fees (FY 2026-27).

43. EXECUTIVE DIRECTOR/CFO CERTIFICATE

As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Certificate from Executive Director (Whole-time Director) and CFO had been obtained in accordance with Part B of Schedule
II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as Annexure-
VI.

44. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Company's shares must be
compulsorily in dematerialized form. Your Company had entered into agreements with National Securities Depository Ltd.
and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders
holding shares in physical form are requested to convert their holding into dematerialized form. Shareholders may utilize
the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. R & D
Infotech Private Limited. Your Company's equity shares are listed with BSE Limited (BSE).

45. SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary & Compliance Officer of the Company to
approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in
all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares is processed,
if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL)
and Central Depositories Services Ltd (CDSL) within 15 days.

46. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the
company informed the members that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

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

47. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) specified under
section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

48. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There is no application pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2026¬
27.

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

Not applicable during the financial year.

50. CAUTIONARY NOTE

The statements forming part of the Board's Report may contain certain forward-looking remarks within the meaning of
applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of
the Company to be materially different from any future results, performances or achievements that may be expressed or
implied by such forward looking statements.

51. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board
also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

By Order of the Board of Directors
for CARNATION INDUSTRIES LIMITED
Poonam Dingra Bhawna Gupta

Date: July 30, 2026 Director Director

Place: New Delhi (DIN: 09524982) (DIN: 10101543)