The Board of Directors of Defrail Technologies Limited (“the Company”) are
pleased to present the Third (3^rd) Annual Report on the business and operations
of the Company along with the Audited Financial Statements (Standalone and
Consolidated) and Audit Report thereon for the financial year ended March 31,
2026 (‘year under review’) prepared in due compliance to the provisions of the
Companies Act, 2013 read with rules made thereunder.

FINANCIAL HIGHLIGHTS.

Your Company’s financial affairs & performance during the year as compared
with previous year is summarized below:

(Rs. In lakhs)

MHeSStAte of THE COMPANY’S AFFAIRS AND
PERFORMANCE.

During the financial year ended March 31, 2026, the Company continued to
demonstrate operational resilience and financial stability amidst a dynamic
business environment.

The Company's revenue from operations increased to Rs. 8,004.45 Lakhs as
compared to Rs. 6,176.78 Lakhs in the previous financial year, registering a
healthy growth of approximately 30%. Total income stood at Rs. 8,015.38 Lakhs
as against Rs. 6,117.79 Lakhs in the previous year, reflecting an increase of
approximately 6.8%, supported by improved operational efficiencies and higher
other income.

The Company reported a Profit before Tax (PBT) of Rs. 592.52 Lakhs during the
year. The Company maintained a strong profitability profile in a dynamic
business environment.

The Profit after Tax (PAT) for the year stood at Rs. 400.63 Lakhs as compared to
Rs. 351.93 Lakhs in the previous year. The Company recorded a Total
Comprehensive Income of Rs. 8,015.38 Lakhs, reflecting its sustained focus on
long-term value creation and financial discipline.

During the year, the Company continued to strengthen its operational processes,
optimize resource utilization, enhance product quality standards, and maintain
strong customer relationships. The management remained focused on cost
optimization, productivity enhancement, technological improvements, and
strengthening its market presence across key business segments.

The Directors are pleased to note that the Company continues to maintain a
strong financial position, healthy cash flows, and a robust balance sheet, which
provides a solid foundation for future growth and expansion opportunities. The
management remains committed to pursuing sustainable growth, improving
operational excellence, and delivering consistent value to all stakeholders.

The profit figure does not include profits from Impex Hi-Tech Rubber Private
Limited the Company’s wholly-owned subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS.

During the financial year ended March 31, 2026, in accordance with the
provisions of the Companies Act, 2013, the applicable Accounting Standards
requirements, wherever applicable, the Consolidated Financial Statements of the
Company and its subsidiary have been prepared.

The Consolidated Financial Statements, together with the Auditors' Report fjj
thereon, form part of the Annual Report. The Consolidated Financial Statements
provide a comprehensive view of the financial performance, financial position,
cash flows, assets and liabilities of the Company and its subsidiary as a single
economic entity.

The Board believes that the Consolidated Financial Statements present a fair
and holistic view of the state of affairs and operational performance of the Group
during the financial year ended March 31, 2026.

CHANGE IN NATURE OF BUSINESS, IF ANY.

The Company has neither commenced any new business nor discontinued/sold
or disposed off any of its existing businesses and has not hived off any segment
or division during the year under review.

SHARE CAPITAL AND DEBT STRUCTURE.

Authorized Share Capital.

The Authorized Share Capital of the Company as on March 31, 2026 is ?
15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore
Fifty Lakh) Equity Shares of the face value of ? 10/- (Rupees Ten) each.

During the year under review, the Company has not increased its Authorized
Share Capital.

a) Issued, Subscribed and Paid-Up Share Capital.

The issued, subscribed and paid-up Share Capital of the Company as on March
31, 2026 is ? 7,02,44,200/- (Rupees Seven Crore Two Lakh Forty-Four
Thousand Two Hundred Only) divided into 70,24,420 (Seventy Lakh Twenty-
Four Thousand Four Hundred Twenty only) Equity shares of the face value of ?
10/- (Rupees Ten) each.

b) Reclassification and Sub-Division of Authorised Share Capital.

During the year under review, there was no reclassification or sub-division
undertaken.

c) Reduction of Share Capital or Buy Back of Shares.

During the year under review, there is no reduction in the Share Capital, and
the Company has not bought back any of its securities.

^MgChianpe in Vp^ng Rights. _H J f|==

During the year under review, there is no change in the Voting Rights.

convertible securities.

During the year under review, Company has issued 18,60,800 Equity Shares via
IPO. Further company does not issue any kind of shares or securities which
carry a right or option to convert such securities into shares.

f Issuef Equit^'sharPs with differential rights.

Further, during the year under review, the Company has neither issued any
shares with differential voting rights nor any sweat equity shares.

g) Issue of Sweat Equity Shares.

During the year under review, Company has not issued any Sweat Equity
Shares.

h) Employee Stock Options Scheme(s).

During the year under review, no Employee Stock Option Scheme was
implemented.

i) Issue of debentures, bonds or any non-convertible securities.

During the year under review, Company has not issued any debentures, bonds
or any non-convertible securities.

TRANSFER TO GENERAL RESERVE.

During the year under review, no amount was transferred to general reserves by
the Company. Further, moment in reserves & surplus is provided in notes of
standalone financial statement and consolidated financial statement.

DIVIDEND

Your Company has not proposed any dividend for the Financial Year 2025-26.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR AND
STATEMENT ON COMPLIANCE OF CONDUCT.

During the year under review, the 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 Companies Act, 2013
and that they have complied with the Code for Independent Directors prescribed
under Schedule IV to the Companies Act, 2013.

In the opinion of the Board, the Independent Directors possess the requisite
integrity, expertise, experience and proficiency required to effectively discharge
their duties and responsibilities. The Board is satisfied that the Independent
Directors fulfil the conditions specified under the Companies Act, 2013 and are
independent of the management.

% STATEMENT ON OPINION OF BOARD OF DIRECTORS WITH REGARD TOI%,i
INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS
APPOINTED DURING THE FINANCIAL YEAR 2025-2026.

In the opinion of the Board, all the Independent Directors appointed on the
Board possess high standards of integrity, requisite expertise, experience,
proficiency and knowledge in their respective fields. The Independent Directors
bring significant value to the deliberations of the Board through their diverse
experience, professional competence and independent judgment, thereby
contributing effectively to the governance and growth of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS.

The Company has in place a system to familiarize the Independent Directors
with the Company, its business operations, industry environment, strategic
plans, policies, regulatory framework, and their roles, rights, responsibilities,
and duties as Independent Directors. The Independent Directors are provided
with relevant information and updates on the Company's business performance,
operational matters, risk management framework, and changes in applicable
laws and regulations from time to time to enable them to effectively discharge
their responsibilities and contribute meaningfully to the governance of the
Company.

STATEMENT INDICATING ALL PECUNIARY RELATIONSHIP OR
TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS VIS-A-VIS THE
COMPANY.

None of the Non-Executive Directors had any pecuniary relation or transactions
with the Company other than the Salary, sitting fees, if any and reimbursement
of expenses incurred by them (as applicable), for the purpose of attending
meetings of the Board/Committee of the Company.

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES.

During the year under review, Impex Hi-Tech Rubber Private Limited is the
wholly-owned subsidiary of the Company.

The Board continuously reviews the business operations, financial performance,
governance framework, and strategic initiatives of the subsidiary to ensure
alignment with the overall objectives of the Group. The subsidiary operates in
accordance with the applicable laws and regulations.

As at 31st March, 2026, your Company has one wholly owned subsidiary, Impex
Hitech Rubber Private Limited and no other Associate or Joint Ventures
Companies within the meaning of Companies Act, 2013. AOC-1 is annexed as
Annexure - I’.

CESSATION OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE,
COMPANIES *

During the financial year under review, no entity ceased to be a Subsidiary of
the Company. The Company's subsidiary structure remained unchanged during
the year, and there were no events or transactions resulting in the loss of control
over any subsidiary.

Further, the Company did not have any Associate Company or Joint Venture as
on the date of the financial year under review. Accordingly, the disclosure
requirements relating to the cessation of Associate Companies and Joint
Ventures are not applicable to the Company.

REPORT ON FINANCIAL POSITION OF THE SUBSIDIARY AND THEIR
CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY DURING
THE PERIOD UNDER REPORT.

Pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, Report on the performance and financial position of
Impex Hi-Tech Rubber Private Limited, wholly-owned subsidiary of the Company
and its contribution to the overall performance of the Company is attached to
the Financial Statements and forms an integral part of this Annual Report as
Annexure V.

During the financial year under review, the subsidiary continued to carry out its
business activities in accordance with its business objectives and contributed
towards strengthening the Company's international presence and operational
capabilities. The Board has reviewed the affairs of the subsidiary and is satisfied
with its overall performance and financial position during the year.

The financial performance of the subsidiary is included in the Consolidated
Financial Statements of the Company prepared in accordance with the
applicable Accounting Standards and regulatory requirements.

CORPORATE GOVERNANCE.

Good Corporate Governance is an integral part of the Company’s Management
and business philosophy. The Company subscribes fully to the principles and
spirit of good Corporate Governance and embeds the principles of independence,
integrity, accountability and transparency into the value system that drives the
Company

DEPOSITS.

During the year under review, the Company has not accepted any deposits from
the public falling within the ambit of Section 73 and other applicable provisions
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

The details with regard to deposits, covered under Chapter V of the Companies
Act, 2013 are mentioned hereunder:

ANNUAL RETURN.

Pursuant to provisions of Sections 92(3) and 134(3)(a) of the Act and the rules
made thereunder, the Annual Return in Form MGT-7 is available on the
Company’s website on defrailtech.in.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is duly constituted as per the requirements of the
Companies Act, 2013 and SEBI (LODR) Regulation’s 2015. None of the Directors
of the Company is disqualified under the provisions of Companies Act, 2013 and
the Company has received and taken on record, the requisite disclosures and
undertakings from all the Directors in compliance with the provisions of the
Companies Act, 2013.

As on 31^st March 2026, the Board of your Company comprised of following
Directors and Key Managerial Personnel -

'^<?^a||A|BpOmPOsition flf^WIBBf^irectors.

As on March 31, 2026, Board of your company comprises of Seven (7) Directors.
IrBeJlBpOmpositiOfa of Board of Directors.

During the year under review, following changes took place in the composition
of the Board of Directors.

The Board of Directors has appointment of Mr. Vikram Grover as a Non¬
Executive Independent Director for a term of five (5) years, effective from 02nd
July, 2025, and regularized by the Shareholders in the EGM held on 29th June
2025.

The Company has received the requisite declarations and confirmations from
Mr. Vikram Grover regarding his eligibility for appointment as Director in
accordance with the provisions of the Companies Act, 2013.

After the closure of financial year 2025-26, following changes have taken place
in the Board of Directors and Key Managerial personnel of the Company-

Mr. Vivek Karnavat resigned from the Board of Directors with effect from 13 ^th
April 2026.

None of the Company’s Directors are disqualified from being appointed as
Directors as specified in Section 164 of the Act. Members’ approval is being
sought at the ensuing AGM for the aforesaid appointment/re-appointment of
Directors.

MEETINGS OF THE BOARD.

During the financial year under review, 12 (Twelve) meetings of the Board of
Directors were held between April 1, 2025 and March 31, 2026 in compliance
with the provisions of the Companies Act, 2013. The maximum interval between
any two consecutive Board Meetings did not exceed one hundred and twenty
days as prescribed under the Act.

The requisite quorum was present throughout all the meetings. The proceedings
of the meetings were duly recorded and entered in the Minutes Book maintained
for the purpose in accordance with the provisions of the Companies Act, 2013
and applicable Secretarial Standards.

During the year under review, no resolution was passed by circulation pursuant
to the provisions of Section 175 of the Companies Act, 2013.

The details of the Board Meetings held during the financial year and the
attendance of the Directors thereat are provided below:

BOARD COMMITTEES & MEETINGS

The Committees of the Board focus on certain specific areas and make well
informed decisions in line with the delegated authority and their terms of
reference. Presently, the Board has constituted Audit Committee (AC),
Nomination & Remuneration Committee (NRC) and Stakeholders Relationship
Committee (SRC).

The Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee were constituted by the Board with effect
from July 02, 2025.

a. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with
Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the
Company has constituted an Audit Committee of the Board of Directors.

The composition of the Audit Committee as on March 31, 2026 was as follows:

During the financial year under review, the Audit Committee met 5 (Five) times.

The Board, during the year under review, had accepted all recommendations
made to it by the Audit Committee.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 read
with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014,
the policy is available on the website of the company defrailtech.in.

The composition of the Nomination and Remuneration Committee as on March lj
31, 2026 was as follows:

During the financial year under review, the Nomination & Remuneration
Committee met 1 (One) time.

The Committee oversees matters relating to appointment, remuneration,
performance evaluation and succession planning of Directors and Key
Managerial Personnel in accordance with the Nomination and Remuneration
Policy of the Company.

c. Stakeholders Relationship Committee

During the year under review, the Stakeholders Relationship Committee was
constituted. The composition of the Stakeholders Relationship Committee as on
March 31, 2026 was as follows:

During the financial year under review, the Stakeholders Relationship
Committee met 1 (One) time.

Mr. Vivek Karnavat resigned from Board of Directors w.e.f. April 13, 2026, so
SRC was reconstituted on May 20, 2026, new composition of Stakeholders
Relationship Committee after reconstitution is as under:

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS.

Pursuant to the provisions of Schedule IV to the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on
December 16, 2025 without the attendance of the Non-Independent Directors
and members of the management.

THE INDEPENDENT DIRECTORS, INTER ALIA, REVIEWED AND ASSESSED.

• The performance of the Non-Independent Directors and the Board as a whole;

• The performance of the Chairperson of the Company, taking into account the
views of the Executive Directors and Non-Executive Directors;

• The quality, quantity and timeliness of the flow of information between the
Company's management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall functioning of
the Board and its Committees and the effectiveness of the governance framework
of the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Every step has taken to adhere to the effective internal financial control before
every crucial business decision. The Company’s internal control systems are
commensurate with the nature of its business, the size and complexity of its
operations. The internal control and governance process are duly reviewed for
the adequacy and effectiveness through regular testing of key controls by
management and independent internal auditors.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT.

The company has adequate systems to assess the associated early risks and
remedial actions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER
SECTION 186 OF THE COMPANIES ACT, 2013.

The particulars of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 form part of the Notes to
the Financial Statements.

During the financial year under review, the Company has not granted any loans,
provided any guarantees, furnished any securities or made any investments
requiring disclosure under Section 186 of the Companies Act, 2013.

Accordingly, the disclosure requirements prescribed under Section 186 of the
Companies Act, 2013 are not applicable to the Company for the financial year
under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188(1) OF THE COMPANIES ACT, 2013.

All contracts/arrangements/transactions entered by the Company during the
financial year with related parties were in the ordinary course of business and
on an arm’s length basis and do not attract the provisions of Section 188 of the
Companies Act, 2013. Suitable disclosure as required by the Indian Accounting
Standards (IND-AS 24) has been made in the Notes to the Financial Statements.

• Details of the contracts, arrangements or transactions not at arm’s length price:

There were no such transactions u/s 188 of the Companies Act, 2013 which are
not at Arm’s Length Price.

• Details of the material contracts or arrangements or transactions at arm’s length
basis

Details of material contracts/arrangements/transactions at arm’s length basis
are given in AOC - 2 attached as Annexure - II.

Except as stated in the disclosure, there were no materially significant Related
Party Transactions made by the Company with its Promoters, Directors, or other
related parties which may have a potential conflict with the interest of the
Company at large. All Related Party Transactions which are in the ordinary
course of business and on arm’s length basis are placed before the Audit
Committee as also the Board for approval.

The details and particulars of the employees who are getting remuneration,
which require disclosures under section 197(12) of the Companies Act, 2013,
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are not applicable on the Company during
the period under review.

NOMINATION & REMUNERATION COMMITTEE & POLICY.

The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee ("NRC"), has approved the Nomination and
Remuneration Policy in accordance with the provisions of the Companies Act,
2013.

The Policy lays down the criteria for appointment, qualifications, positive
attributes, independence, evaluation, and remuneration of Directors, Key
Managerial Personnel (KMPs), and Senior Management Personnel. It aims to
attract, retain, and motivate competent professionals while ensuring that
remuneration is fair, performance-driven, and aligned with the long-term
interests of the Company and its stakeholders.

MAINTENANCE OF COST RECORDS AND COST AUDIT.

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014, as amended from
time to time, the Company is required to maintain cost records in respect of its
specified products/activities and same is being maintained by the company.
During the year under review the provision relating to Cost audit does not
applicable on the Company.

STATUTORY AUDITORS.

The appointment of M/s Shiv & Associates, Chartered Accountants, (Firm
Registration No. 009989N) as the statutory auditors, were approved by the
members of the Company at the 1^st AGM held on November 29, 2024 to hold
office for a term of five consecutive years commencing from the conclusion of 1^st
Annual General Meeting till the conclusion of 6^th Annual General Meeting of the
Company to be held for financial year 2028-29.

The Statutory Auditors have audited the Financial Statements of the Company
for the financial year ended March 31, 2026 and have issued their Audit Report
thereon.

STATUTORY AUDITORS REPORT.

The Company has obtained the Statutory Auditors’ report from the Shiv &
Associates, Chartered Accountants, (Firm Registration No. 009989N).

The notes on financial statements of the Company for the financial year ended
as on March 31, 2026, referred to in the Auditors’ Report are self-explanatory
and do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given
by the Auditors in their Report.

FRAUDS REPORTED BY THE AUDITOR UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT.

No frauds have been reported to the Audit Committee/ Board during FY 2025¬
26, therefore, Section 134(3) (ca) of the Act pertaining to details of frauds
reported by auditors under Section 143(12) other than those which are
reportable to the Central Government is not applicable to the Company.

INTERNAL AUDITOR.

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with
Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors had
appointed Mr. Amit Kumar Aggarwal, as Internal Auditor of the Company.

Mr. Amit Kumar Aggarwal, Internal Auditor has conducted the Internal audit of
the Company for the year under review.

The Internal Audit Report issued by the Internal Auditors confirms that the
Company has generally complied with the provisions of the Act, rules,
regulations and guidelines.

SECRETARIAL AUDITOR.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors had appointed M/s Yogita Bhatia & Associates,
Company Secretaries (Peer Review No. 6535/2025), to conduct the Secretarial
Audit of the Company for the Financial Year 2025-26.

M/s Yogita Bhatia & Associates, Company Secretaries, has conducted the
Secretarial audit of the Company for the year under review.

SECRETARIAL AUDIT REPORT. ^

The Secretarial Audit Report submitted by M/s Yogita Bhatia & Associates,
Company Secretaries, for the Financial Year 2025-26 in the prescribed form MR-
3, pursuant to the provisions of Section 204 of the Act is annexed as Annexure
III to this report.

The Secretarial Audit Report issued by the Secretarial Auditors confirms that
the Company has generally complied with the provisions of the Act, rules,
regulations and guidelines.

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

There are no significant and material orders passed by the Regulators or Courts
or Tribunals which would impact the going concern status and the Company’s
future operations.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY.

There are no material changes that have occurred and/ or commitments have
been made during the period between end of the financial year till the date of
this report, which may affect the financial position of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY.

Your company promotes ethical behaviors in all its business activities and has
put in place a mechanism for reporting illegal and unethical behaviour. The
Company has opted the vigil mechanism/ Whistle Blower Policy and is available
on Holding Company’s website at https://www.defrailtech.in/investors

During the year under review, there were no whistle blower complaints received.

BOARD EVALUATION.

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of
the Companies (Accounts) Rules, 2014, formal annual evaluation of the
performance of the Board, its Committees and individual Directors is applicable
to every listed company and every other public company having a paid-up share
capital of ?25 Crore or more at the end of the preceding financial year.

Since the Company is listed Company, the aforesaid provisions are applicable to
the Company. As a matter of good corporate governance, the Board carried out
an evaluation of its own performance, the performance of its Committees and
individual Directors during the financial year under review.

The evaluation was conducted on the basis of criteria including composition of
the Board, effectiveness of Board processes, participation and contribution of
Directors, strategic guidance, governance practices, oversight functions and ^
effectiveness of the Committees. Based on the evaluation, the Board was
satisfied with its overall performance and that of its committees and individual
Directors. During the year under review, the recommendations made in the
previous year were satisfactorily implemented.

Receipt of any commission by managing director/whole time

DIRECTOR FROM A COMPANY OR FOR RECEIPT OF
CqMmISSION/REMUNERATION from its holding or subsidiary.

V " „

There is no such transaction in the Company during the financial year.

REMUNERATION RECEIVED BY WHOLE-TIME DIRECTORS FROM
SUBSIDIARY COMPANY.

During the financial year under review, none of the Whole-Time Directors of the
Company received any remuneration or commission from any subsidiary
company. The remuneration paid to the Whole-Time Directors was solely by the
Company and was in accordance with the provisions of the Companies Act, 2013
and the applicable policies of the Company.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating
to conservation of energy, technology absorption and foreign exchange earnings
and outgo are attached as Annexure - IV:

SECRETARIAL STANDARDS.

During the year under review, the Company has complied with the provisions of
the applicable Secretarial Standards issued by Institute of Companies
Secretaries of India i.e., SS-1 (“Board of Directors Meeting”) and SS-2 (“General
Meeting”). The Company has devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and such systems are adequate and operating
effectively.

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

Your Company is an equal employment opportunity employer and is committed
to creating a healthy and productive work environment that enables employees
to work without fear or prejudice, gender bias and sexual harassment. The
Company believes that an act of sexual harassment results in the violation of
the fundamental rights of a woman. Such acts violate her right to equality, right
to life and to live with dignity; and the right to practice any profession or to carry
on any occupation, trade or business, which also includes a right to a safe and
healthy work environment free from sexual harassment.

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

The Company’s policy on the prevention of sexual harassment at the workplace
is in line with the requirement of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.

During the year under review, the Board states that there was no case or
complaint/incident of sexual harassment, reported in the Company, pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and
disposed of during the year:

(a) number of complaints of sexual harassment received in the year; - Nil

(b) number of complaints disposed off during the year; - Nil

(c) number of cases pending for more than ninety days - Nil

DIRECTORS’ RESPONSIBILITY STATEMENT.

Pursuant to the provisions under section 134(5) of the Companies Act, 2013,
with respect to Directors’ Responsibility Statement, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2026,
the applicable Accounting Standards have been followed, and no material
departures had been made from the same.

ii) 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.

iii) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.

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

v) 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.

vi) Further in terms of Para 9 of Secretarial Standard - 1, issued by the Institute of
Company Secretaries of India and approved by Ministry of Corporate Affairs, the
Directors had devised proper systems to ensure compliance with the provisions pjj
of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE! ^
INSOLVENCY AND BANKCRUPTCY CODE, 2016 (IBC).

During the year under review and till the signing of this report of Board of
Directors, your Company has not filed any application for corporate insolvency
under the IBC before the National Company Law Tribunal (‘NCLT’) and no

creditor (financial or operational) has filed any application for corporate
insolvency under the IBC before the NCLT against the Company.

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.

The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable.

DISCLOSURE UNDER SECTION 67 OF THE COMPANIES ACT, 2013.

During the period under review, the Company has not purchased its shares or
given any loan to purchase its own shares under section 67 of the Companies
act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

During the Financial Year 2025-26, provision relating to Corporate Social
Responsibility is not applicable on the Company. Since the Company does not
have Policy on Corporate Social Responsibility.

RISK MANAGEMENT POLICY.

Effective risk management is essential to success and is an integral part of our
culture. While we need to accept a level of risk in achieving our goals, sound risk
management helps us to make the most of each business opportunity, and
enables us to respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and
addressing them in ways that manage uncertainties, minimize potential
hazards, and maximize opportunities for the good of all our stakeholders
including shareholders, customers, suppliers, regulators and employees.

The Audit Committee has additional oversight in the area of financial risk and
controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.

Your directors are always vigilant on identifying various risks and reviewing its
implication on regular basis and are also ready to take appropriate actions which
in their opinion, threatens the existence of the company

STATEMENT ON COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961.

The Company is committed to providing a supportive and inclusive work
environment for its employees and complies with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time.

The Company has adopted appropriate policies and practices to ensure that
eligible women employees are provided maternity benefits, including maternity
leave and other related benefits, in accordance with the applicable provisions of
the Act. During the financial year under review, the Company continued to
comply with all statutory requirements relating to maternity benefits and
employee welfare.

ACKNOWLEDGEMENT.

Your directors would like to express their grateful appreciation for the assistance
and cooperation received from the company’s esteemed shareholders,
customers, suppliers, financial institutions, vendors & government for their
valuable contribution and support to the company in all spheres of operation
during the year under review. Your directors also wish to place on record their
deep sense of appreciation of their employees, for their commendable teamwork
and a high degree of professionalism and enthusiasm displayed by them during
the year.

By the Order of the Board
For DEFRAIL TECHNOLOGIES LIMITED

Sd/-

Vivek Aggarwal
Managing Director
DIN- 09249636

Date: August 10, 2026
Place: Faridabad