Your Directors have pleasure in presenting the 59^th Annual Report together with the Audited Financial Statement of Accounts and the Auditors' Report of your company for the financial year ended 31^st March, 2026.

1. Company Overview

During the financial year ended 31^st March, 2026, the Company delivered strong growth in its business operations and financial performance. Revenue from Operations stood at Rs. 8,268.09 Lakhs as compared to Rs. 4,141.11 Lakhs in the previous financial year, registering a year-on-year growth of approximately 99.66%. The growth was primarily driven by higher trading volumes, improved business activities, and better operational execution across various segments.

The Company's profitability also witnessed significant improvement during the year. Profit Before Tax (PBT) increased to Rs. 412.05 Lakhs in FY 2025-26 as against Rs. 55.43 Lakhs in FY 2024-25, reflecting a growth of approximately 643.34%. Profit After Tax (PAT) stood at Rs. 301.73 Lakhs as compared to Rs. 48.73 Lakhs in the previous financial year, registering a substantial growth of approximately 519.12%. The improvement in profitability was supported by increased business scale, operational efficiency, and disciplined financial management.

In line with its long-term growth strategy, the Company has retained its earnings to

strengthen its financial position and support future business expansion and diversification initiatives. Accordingly, no dividend has been recommended for the financial year under review.

The Balance Sheet of the Company continued to remain strong during the year. Total Assets increased from Rs. 2,232.30 Lakhs as on 31^st March, 2025 to Rs. 2,790.53 Lakhs as on 31^st March, 2026, reflecting growth in business operations and strengthening of the Company's financial position. Net Worth of the Company also improved to Rs. 1,122.23 Lakhs as compared to Rs. 819.29 Lakhs in the previous year, supported by higher profitability and growth in reserves and surplus.

The Company continues to focus on strengthening its presence in the trading and allied business segments. The management believes that increasing demand for organized sourcing, efficient supply chain management, and diversified trading activities across food, agricultural, and allied sectors is creating long-term growth opportunities for companies with strong market connectivity and operational capabilities. The Company remains

focused on expanding its business network, improving operational efficiencies, and identifying strategic opportunities across high-demand sectors in line with evolving market trends and customer requirements.

2. Financial Highlights

3. State of Company's Affairs and Future Outlook

During the year under review, the Company delivered strong growth in both revenue and profitability. Total Income for the financial year stood at Rs. 8,338.26 Lakhs as compared to Rs. 4,213.84 Lakhs in the previous financial year, registering a growth of approximately 97.88%.

After accounting for finance costs, depreciation, and other operating expenses, the Company reported a Profit After Tax of Rs. 301.73 Lakhs as against Rs. 48.73 Lakhs in the previous financial year, reflecting a substantial growth of approximately 519.12%.

The improvement in financial performance was supported by higher business volumes,

improved operational efficiency, and disciplined financial management. The management continues to focus on strengthening business operations, improving cost efficiency, and exploring new growth opportunities across various business segments.

The Board remains committed towards sustainable growth and long-term value creation and is confident that the strategic initiatives undertaken by the Company will support improved operational and financial performance in the coming years.

4. Transfer To Reserves in Terms of Section 134 (3) (j) of The Companies Act, 2013

The Board of Directors has decided not to transfer any amount to reserves for the financial year under review.

5. Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any Dividend for the year under review.

6. Secured Loans

As per Note Nos. 20 and 23 to the Financial Statements, the outstanding secured borrowings of the Company stood at Rs. 854.65 Lakhs as on 31^st March, 2026 as compared to Rs. 863.67 Lakhs in the previous financial year.

7. Change in Nature of Business

During the financial year under review, there has been no change in the existing nature of business of the Company. The Company continues to carry on its existing operations as before.

However, as part of its growth and diversification strategy, the Company has introduced a new line of business under the brand "Brew Factor," marking its entry into the premium coffee and beverage solutions segment This new initiative is in addition to the existing business activities and does not replace or alter the core operations of the Company. The management believes that this expansion will complement the existing business, enhance revenue opportunities, and strengthen the overall business portfolio of the Company. However, there was no change in the principal business activities of the Company.

8. Details of Material Changes From The End of The Financial Year

Subsequent to the close of the financial year, certain material developments have taken place which may have an impact on the business and operations of the Company.

Pursuant to the Share Purchase Agreement executed on January 31, 2026, an Open Offer was made by the Acquirers to the public shareholders of the Company in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 The tendering period for the Open Offer was completed after the close of the financial year. Upon completion of the transaction and subject to applicable approvals, the said acquisition may result in change in control and management of the Company.

Further, subsequent to the end of the financial year, the Company made corporate announcements regarding expansion into new business verticals including layer farming, piggery, feed mill operations, and trading of fish as part of its diversification strategy. The Company has also continued expansion of its beverage solutions business under the "Brew Factor" brand. These initiatives are aimed at strengthening the Company's business portfolio and exploring new growth opportunities across agri and food-related sectors.

9. Share Capital

In the 58^th Annual General Meeting held on 25^th September, 2025 the Company has increased the Authorised Share Capital of the Company from Rs. 5,00,00,000 (Five Crores) divided into

50.00. 000 (Fifty Lakhs) Equity Shares of Rs. 10/-(Rupees Ten) each to Rs. 25,00,00,000/-(Rupees Twenty-Five Crores) divided into Rs.

2.50.00. 000/- (Rupees Two Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.

With effect to the same, the company has also altered the Capital Clause of Memorandum of Association.

As on 31^st March, 2026, the Authorised Share Capital of the Company stood at Rs.

25.00. 00.000/- (Rupees Twenty-Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each and the Issued, Subscribed and Paid-up Share Capital stood at Rs. 4,79,94,000/- (Rupees Four Crores Seventy-Nine Lakhs Ninety-Four Thousand) comprising 47,99,400 (Forty-Seven Lakhs Ninety-Nine Thousand Four Hundred) Equity Shares of Rs. 10/- (Rupees Ten) each.

Further, the Company has not issued any shares with differential voting rights, stock options, or sweat equity shares.

10. Transfer of Unclaimed Dividend To Investor Education and Protection Fund

There was no requirement during the year relating to unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (lEPF).

11. Loan From Directors

The Company has not received any loan from its Directors or their relatives.

12. Particulars of Loans, Guarantees Or Investments

Under Section 186

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements forming part of this Annual Report.

13. Information About Subsidiary / Joint Venture /Associate Company

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company as defined under the Companies Act, 2013. Hence, the disclosure in Form AOC-1 is not applicable.

14. Deposits

The Company has not accepted any deposit from public falling under the ambit of Section 73 of the Companies Act, 2013 ("the Act") read with 'Chapter V- Acceptance of Deposits by Companies, during the year under review.

15. Particulars of Contracts Or Arrangements With Related Parties

All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015.

There were no materially significant Related Party Transactions entered into by the Company during the year which may have potential conflict with the interest of the Company. Accordingly, disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company. The details of Related Party Transactions are disclosed in the notes forming part of the Financial Statements.

The Policy on Related Party Transactions as approved by the Board is available on the website of the Company at:

https://grameva.in/wpcontent/pdf/OP/POLICY %20QN%20RELATED%20PARTY%2QTRANS ACTION S.pdf

16. Accounting Standards and Financial Statements

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other applicable provisions of the

Companies Act, 2013.

The Financial Statements have also been prepared in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Financial Statements are prepared on accrual basis under the historical cost convention and on a going concern basis,

There were no material departures from the applicable accounting standards in the preparation of the Financial Statements for the financial year under review.

17. Cash Flow Statement

The Cash Flow Statement for the financial year ended 31^st March, 2026, in conformity with the applicable provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015, forms part of the Financial Statements forming part of this Annual Report.

18. Material Event During The Year

A. Change in Control and Management of The Company

During the financial year under review, pursuant to the execution of a Share Purchase Agreement dated 31^st January, 2026, the Acquirers entered into an agreement to acquire 33.25% of the paid-up equity share capital of the Company from the existing promoter group.

In accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the proposed acquisition triggered a mandatory Open Offer to the public shareholders of the Company for

acquisition of additional equity shares of the Company.

The Open Offer process was undertaken in compliance with the applicable provisions of the SEBI (SAST) Regulations, 2011 and the tendering period commenced on April 1, 2026 and concluded on April 16,2026.

The underlying Share Purchase Agreement transaction and transfer of control are subject to completion in accordance with the terms of the Share Purchase Agreement and applicable provisions of SEBI (SAST) Regulations, 2011. Consequently, the reclassification of the existing promoter/promoter group and induction of the Acquirers as promoters of the Company shall be undertaken upon completion of the transaction and receipt of necessary approvals, wherever applicable.

During the year under review, the Board of Directors of the Company was also reconstituted with induction of new Directors and resignation of certain existing Directors in compliance with applicable laws and regulations.

B. Launch of New Business Vertical - " Brew Factor"

During the financial year under review, the Company expanded its business activities by launching a new business vertical under the brand "Brew Factor", focused on coffee and beverage solutions.

The business aims to provide beverage solutions through deployment of coffee brewing machines and supply of related products and consumables to corporate offices, hospitality establishments, commercial spaces, and institutional customers.

The Company has commenced initial operations in selected commercial locations and intends to gradually expand the business

in a phased manner based on market opportunities and customer demand. The management believes that the growing demand for organized beverage solutions and convenience-based services offers long-term growth opportunities for the Company.

19. Directors and Key Managerial Personnel

Directors:

As on 31^st March, 2026, the Board of Directors of the Company comprised of Five (5) Directors as under:

The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

During the financial year under review:

> Mr. Deepak Kandoi (DIN: 11074878) was appointed as the Managing Director (Professional, Executive Category) of the Company w.e.f. 25^th September, 2025.

> Re-designation of Mr. Mahendra Singh (DIN: 07692374) from Managing Director to Whole time Director w.e.f. 25^th September, 2025.

> Mr. Pranay Sanjiv Tandon (DIN: 11068992) was appointed as an Independent Director (Non Executive Category) w.e.f. 25^th September, 2025.

> Mr. Rajat Sharma (DIN: 11243035) was appointed as an Independent Director (Non Executive Category) w.e.f. 25^th September, 2025.

> Mrs. Nimisha Srivastava (DIN: 11243047) was appointed as an Independent Director (Non Executive Category) w.e.f. 25^th September, 2025.

> Mr. Gaurav Singh (DIN: 08595011) was appointed as an Additional Independent Director (independent, Non-Executive Category) of the Company w.e.f. 9^th May, 2025 to hold office upto the ensuing General Meeting of the Company.

> Mr. Gaurav Singh (DIN: 08595011) and Mrs. Shalini Srivastava (DIN: 10951727) Directors of the Company have tendered their resignation from the Board of Directors w.e.f. 16^th October, 2025. The Board put on record its deep appreciation for the valuable contribution made by Mr. Singh and Mrs. Srivastava during their tenure on the Board.

> Mr. Sundeep Kumar Tayal (DIN: 10196518) and Mr. Naba Kumar Das (DIN: 02604632) Directors of the Company have tendered their resignation from the Board of Directors w.e.f. 22^nd October, 2025. The Board put on record its deep appreciation for the valuable contribution made by Mr. Tayal and Mr. Das during their tenure on the Board.

During the year under review, Mrs. Archana Singh resigned from the position of Company Secretary with effect from 11^th April, 2025 and Mrs. Milan Bhatia was appointed as Company Secretary of the Company with effect from 1^st July, 2025.

Policy On Director's Appointment and Remuneration and Other Details

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy lays down the criteria for appointment qualification, positive attributes, independence of Directors, and remuneration for Directors, Key Managerial Personnel, and senior management personnel.

The Company maintains an appropriate balance of Executive and Independent Directors to ensure proper governance and management oversight. The remuneration paid to Executive Directors, KMPs, and other employees is in accordance with the Remuneration Policy of the Company. Non-Executive Directors are paid sitting fees

for attending meetings of the Board and Committees thereof.

The Policy on Nomination and Remuneration as approved by the Board is available on the website of the Company at:

https://grameva.in/wp-content/pdf/OP/REMUN

ERATION%2QPOLICY.pdf

20. Number of Meeting of Board Of Directors

During the Financial Year 2025-26, the Company held 9 (Nine) meetings of the Board of Directors in compliance with Section 173 of the Companies Act, 2013, the details of which are summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

21. Audit Committee

I. Composition of Audit Committee:

The Audit Committee of the Company has been duly constituted in accordance with the provisions of Section 177 of the Companies Act 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee functions in line with the roles, responsibilities, and powers defined under the Companies Act, 2013 and SEBI Listing Regulations. Its duties include, but are not limited to, overseeing financial reporting, monitoring internal control systems, reviewing audit reports, and ensuring compliance with applicable laws and regulations. In addition to its statutory responsibilities, the Committee also undertakes such other functions and assignments as may be specificall delegated to it by the Board of Directors from time to time:

II. Role/ Functions of the Committee:

>• Reviewing with management the annual financial statements before submission to the Board.

> Recommending the appointment and removal of auditors, fixation of audit fee and also approval for payment for any other services.

> Review of policies relating to risk management - operational and financial.

>• Reviewing with the management, auditors and the adequacy of the internal control system.

III. Powers of the Committee:

> To investigate any activity within its terms of reference.

> To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).

> To review compliance with applicable accounting standards.

> To obtain outside legal or other professional advice, if necessary.

> To secure attendance of outsiders with relevant expertise, if it considers necessary;

IV. The composition of the Audit Committee is given below:

The Policy on Audit Committee as approved by the Board is available on the website of the Company at:

https://grameva.in/wp-content/pdf/OP/

AUDIT%20COMMITTEE%2QPOUCY.pdf

22. Nomination and

Remuneration

Committee:

I. Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company has been constituted in accordance with the provisions of Section 178(l) of the Companies Act, 2013.

The Committee is responsible for formulating and recommending to the Board the policies relating to the remuneration of Executive Directors and Senior Management. It also reviews and recommends the remuneration

payable to them, ensuring that it is aligned with their performance, qualifications, experience, and the defined evaluation criteria.

The Committee further ensures that the Company's remuneration practices are fair, transparent, and in line with industry standards.

II. The broad terms of reference of the Nomination and Remuneration Committee are as under:

> Recommend to the board the set up and composition of the board and its committees, Including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

> Recommend to the board the appointment or reappointment of directors.

y. Devise a policy on board diversity.

> On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

> Provide guidelines for remuneration of directors on material subsidiaries.

23. Stakeholders' Relationship Committee:

I. Composition of Stakeholders' Relationship Committee

The Board of Directors of the Company has constituted Stakeholders Relationship Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013.The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

II. The broad terms of reference of the Stakeholders' Relationship Committee are as under:

> To approve/refuse/reject registration of transfer/transmission of Shares in a timely manner;

> To issue the Share Certificates under the seal of the Company, this shall be affixed in the presence of, and signed by:

(i) Any two Directors (including Managing or Whole-time Director, if any), and

(ii) Company Secretary / Authorised Signatory;

>• To authorize affixation of the Common Seal of the Company on Share Certificates of the Company;

>• To authorize to sign and endorse the Share Transfers on behalf of the Company;

> To authorized Managers/officers/ Signatories for signing Share Certificates;

24. Declaration By Independent Directors

a. The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have

given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

Your Company has received declaration from all the Independent Directors of your Company confirming that

i. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(l) (b) of the SEBI (LODR) Regulations, 2015;

ii. In accordance with Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations that could reasonably be expected to impair their ability to perform their duties with objective independence and without any external influence.

iii. The Board of Directors has reviewed and taken on record these declarations and confirmations after conducting a thorough assessment of their authenticity.

iv. The Board is of the opinion that the Independent Directors uphold the highest standards of integrity and possess the necessary expertise and experience to effectively fulfil their roles and responsibilities as Independent Directors.

v. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI Listing Regulations.

vi. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (“MCA").

b. Statement Regarding Board Opinion with Integrity, Expertise and Experience (including Proficiency) of the Independent Director:

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and that the Independent Directors appointed possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Industry Knowledge, Technology, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity and therefore the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(l) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

c. Separate Meetings of Independent Directors:

In accordance with the provisions of Section 149(8) read with Schedule IV of the Companies Act, 2013, Regulation 25(3) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable Secretarial Standards, a separate meeting of the Independent Directors of the Company was held on March 24, 2026. The meeting was conducted without the presence of Non-Independent Directors and members of the Management, as mandated.

All Independent Directors were present at the meeting. The purpose of this exclusive meeting was to provide a platform for Independent Directors to, inter-alia, discuss and evaluate:

The performance of Non-Independent Directors and the Board as a whole; The performance of the Chairman of the Company, taking into account the views of the

Executive 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.

In addition to the above agenda items, the Independent Directors deliberated on the overall governance framework, strategic direction, operational performance, compliance environment, and risk management practices of the Company. They also discussed matters arising out of Board and Committee meetings, including the effectiveness of internal controls and adequacy of Board disclosures.

The Independent Directors expressed satisfaction with the functioning of the Board, the performance of Executive and Non-Executive Directors, and the timely availability and adequacy of information shared by the Management.

Further, during the year under review, the Independent Directors had access to senior management, Statutory Auditors and Secretarial Auditor for discussions on matters of relevance. These interactions, both formal and informal, including those with the Chairman, ensured that the Independent Directors remained well-informed and engaged in the governance of the Company.

The meeting reaffirmed the Company's commitment to maintaining high standards of corporate governance and enabling Independent Directors to discharge their responsibilities effectively.

d. Following is the Independent Directors on the Board of Company:

25. Familiarization Program For The Independent Directors

In compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Familiarization Programme for Independent Directors to familiarize them with the Company, their roles, rights and responsibilities, nature of the industry in which the Company operates, business model, and other relevant matters.

The Independent Directors are regularly updated on business performance, regulatory changes, risk management practices, and corporate governance framework of the Company through presentations and discussions at Board and Committee Meetings.

The Policy on Familiarization Programme for Independent Directors as approved by the Board is available on the website of the Company at:

https:/ / grameva.in/wp-content/uploads/2026/ 03/FAMIUARISATIO-PROGRAM-FQRINDEPENDENT -DIRECTORS.pdf

26. Board Diversity

The Company recognizes the importance of a diverse Board in enhancing the quality of its performance and governance. The Board comprises Directors having expertise and experience in various fields such as finance, corporate governance, business management, and leadership.

The Company believes that diversity in thought, experience, knowledge, perspective, age, gender, and professional background enables the Board to discharge its functions effectively and supports balanced decision-making.

The Company also complies with the applicable regulatory requirements relating to appointment of Woman Director on the Board.

27. Annual Perfomance Evaluation

Pursuant to the provisions of the Companies Act, 2013 read with the Rules made thereunder and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of individual Directors, including Independent Directors, as well as the evaluation of the working of its Committees for the financial year 2025-26.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Board, its Committees, and individual Directors. The evaluation process considered various aspects including composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, attendance, participation, and contribution of the Directors at meetings and

functioning of the Board and its Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The Independent Directors also reviewed the performance of the Non-Independent Directors, the Chairman, and the Board as a whole at their separate meeting.

The Board expressed satisfaction with the evaluation process and outcome thereof.

28. Internal Control System

The Company has adequate internal financial controls and internal control systems commensurate with the size, scale, and nature of its operations. The internal control framework has been designed to ensure orderly and efficient conduct of business, safeguarding of assets, accuracy and completeness of accounting records, reliability of financial reporting, and compliance with applicable laws, regulations, and internal policies.

The Company has well-defined policies, standard operating procedures, delegation of authority framework, and financial controls to monitor business operations and ensure effective governance and compliance.

The internal control systems are regularly reviewed and tested by internal auditors to assess their adequacy and effectiveness. The observations and recommendations of the internal auditors are periodically reviewed by the Audit Committee, which monitors implementation of corrective actions and overall effectiveness of the internal control environment.

The management continuously reviews and strengthens the internal control systems to ensure smooth and efficient business operations.

29. Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of the Companies Act, 2013 and SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Company's Code of Conduct, or any improper practices.

The mechanism provides adequate safeguards against victimization of persons using such mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate cases

The Policy on whistle blower policy as approved by the Board is available on the website of the Company at:

https://grameva.in/wp-content/pdf/OP/WHlSTL

E%20BLOWER%20PQLICY.pdf

All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Financial Year ended on 31^st March, 2026.

Code of Conduct Declaration by Managing Director

The Managing Director of the Company has confirmed that all the members of the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended 31^st March, 2026.

30. Code of Conduct For Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading to regulate, monitor, and report trading in the securities of the Company by its Designated Persons and immediate relatives.

The Code, inter alia, prohibits trading in the securities of the Company while in possession of Unpublished Price Sensitive Information ("UPSI") and regulates trading during closure of Trading Window periods. The Code also includes procedures for pre-clearance of trades and monitoring of trading activities in compliance with applicable regulations.

The Company has also implemented a Structured Digital Database system in compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

All the Designated Persons have complied with the provisions of the aforesaid Code during the financial year under review

The Policy on Code of Conduct as approved by the Board is available on the website of the Company at:

https://grameva.in/wpcontent/pdf/OP/CODE% 200F%20CONDUCT%20FOR%20PREVENTIQN%20 QF%20INSIDER%20TR ADING.pdf

31. Business Risk Managment

The Company has in place a Risk Management framework for identification, evaluation, monitoring, and mitigation of various business risks. The framework is designed to minimize adverse impact on the business objectives and ensure sustainable growth of the Company.

The Company periodically reviews potential risks and takes appropriate measures to safeguard the interests of all stakeholders and ensure continuity of business operations.

In the opinion of the Board, there are no material risks which may threaten the existence of the Company.

32. Corporate Social Responsibilities (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the rules made thereunder, the threshold criteria prescribed for the applicability of Corporate Social Responsibility are not met by the Company during the financial year under review. Accordingly, the Company is not required to constitute a Corporate Social Responsibility Committee or undertake any CSR activities.

Consequently, the disclosure requirements specified under Section 134(3) (o) of the Companies Act 2013 and Rule 8 of the Companies (CSR Policy) Rules, 2014 are not applicable to the Company for the financial year under review.

33. Disclosure of Policies Under The Companies Act, 2013 and SEBI Listing Regulations

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted various policies and codes as approved by the Board of Directors from time to time.

These policies include, inter alia, policies relating to Related Party Transactions, Vigil Mechanism/Whistle Blower Policy, Code of Conduct, Insider Trading, Nomination and Remuneration, Risk Management, and other policies as required under applicable laws and regulations.

The policies are available on the website of the Company and can be accessed at: https://grameva.in/our-policies/

The Company periodically reviews and updates these policies in line with statutory and regulatory requirements.

34. Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required disclosures are given below:

Ratio of remuneration of each Director to the median remuneration of employees of the Company for the financial year:

Sitting fees/ commission paid to Non-Executive Directors have not been considered to ascertain this ratio.

Percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:

Percentage increase in the median remuneration of employees in the financial year:

The change in median remuneration of employees during the financial year was primarily on account of change in employee strength and induction of operational workforce during the year under review.

Number of permanent employees on the rolls of the Company:

The Company had 19 (Nineteen) permanent employees on its rolls as on 31^sr March, 2026.

Average percentage increase in salaries of employees other than managerial personnel and its comparison with managerial remuneration:

The average increase in remuneration of employees other than managerial personnel during the financial year was in line with industry standards, business performance, and market conditions.

The remuneration paid to Directors, Key Managerial Personnel, and other employees was in accordance with the Remuneration Policy of the Company and within the limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013

Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

Particulars of employees under Rule 5(2) and Rule 5(3):

During the financial year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. Directors

Responsibility

Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have 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 as at 31^st March, 2026 and of the profit of the Company for the financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

36. Fraud Reporting

During the financial year under review, no fraud was reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

37. Annual Return

In compliance with Section 134(3) of the Act, the Annual Return of the Company, in the prescribed format, shall be made available on the website of the Company at

https://grameva.in/annual-returns/

38. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earning and Outgo

39. Auditors

a) Statutory Auditor & Auditor's Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Rules made thereunder, M/s. Amit Ray & Co. (FRN: 000483C), Chartered Accountants, were appointed as Statutory Auditors of the Company at the 56^th Annual General Meeting of the Company for a term of five consecutive years commencing from the conclusion of the 56^th Annual General Meeting till the conclusion of the 61^st Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they are eligible and not disqualified from continuing as Statutory Auditors of the Company in accordance with the provisions of the Companies Act, 2013.

The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended 31^st March, 2026 and issued the Auditors' Report thereon. The Independent Auditors' Report forms part of this Annual Report.

There are no qualifications, reservations, adverse remarks, or disclaimers in the Auditors' Report. The Auditors' Report is self-explanatory and therefore does not call for any further comments.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company had appointed Mr. Mukesh Chaturvedi (COP No. 3390 & Membership No. 11063) as Secretarial Auditor of the Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year ended 31^st March, 2026 is annexed to this Report as "Annexure - I".

There are no qualifications, reservations, adverse remarks, or disclaimers in the Secretarial Audit Report.

c) Internal Auditor

As per provisions of Section 138 of the Companies Act, 2013, the Board with the recommendation of the audit committee has appointed M/s. A Bharadwaj & Co. (FRN: 326709E), Kolkata to undertake Internal Audit of the Company. The Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

d) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company; hence, no such audit has been carried out during the year.

40. Corporate Governance

Pursuant to Regulation 15(2) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 shall not apply to a listed entity having paid-up equity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last day of the previous financial year.

As on 31^sl March, 2026, the paid-up equity share capital and net worth of the Company were within the aforesaid thresholds. Accordingly, the provisions relating to Corporate Governance are not applicable to the Company and therefore, the Corporate Governance Report does not form part of this Annual Report.

41. Management Discussion and Analysis Report

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial year under review is annexed to this Report as "Annexure - II" and forms part of the Annual Report.

42. Certificate For Non-Disqualification of Director

Pursuant to Regulation 34(3) read with Schedule V Para-C Clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from Mr. Mukesh Chaturvedi, Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India (SEBl), Ministry of Corporate Affairs (MCA), or any other statutory authority.

The said certificate forms part of this Annual Report as "Annexure - III"

43. CEO/CFO Certification Regulation 17(8)

The certificate under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, signed by the Managing Director and CFO of the Company has been annexed as "Annexure - IV".

44. Significant and Material Orders Passed By The Regulators Or Courts

During the financial year under review, no significant or material orders were passed by any regulator, court, tribunal, or statutory authority which may impact the going concern status of the Company or its future operations.

45. Detalis of Corporate Insolvency Resolution Process Initiated Under The Insolvency and Bankruptcy Code, 2016 (IBC)

During the financial year under review, no application was made or any proceeding initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, the requirement to disclose details relating to Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 is not applicable to the Company.

46. Dematerialisation of Shares

As on 31^st March, 2026, approximately 91.25% of the paid-up equity share capital of the Company was held in dematerialized form and the remaining 8.75% was held in physical form.

The Company's Registrar and Share Transfer Agent ("RTA") is m/s. Cameo Corporate Services Limited having its registered office at Subramanian Building, No. 1, Club House Road, Chennai - 600002, Tamil Nadu.

The entire shareholding of the Promoter and Promoter Group is held in dematerialized form.

47. Reconciliation of Share Capital Audit

Pursuant to Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, a Reconciliation of Share Capital Audit is carried out on a quarterly basis by a Practicing Company Secretary.

The purpose of the audit is to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed share capital of the Company held in dematerialized and physical form.

The Reconciliation of Share Capital Audit Report is submitted to the Stock Exchange(s) and is also placed before the Board of Directors on a quarterly basis.

48. Details of Failure To Implement Any Corporate Action

During the year the Company has not failed to execute any corporate action.

49. Grievance Redressal Mechanism and online Dispute Resolution(ODR) Framework

Pursuant to the relevant SEBI Circulars issued from time to time, including circulars dated 3V* July, 2023 and 20^m December, 2023, shareholders/investors are advised to first lodge their grievances with the Company or its

Registrar and Share Transfer Agent ("RTA").

In case the grievance is not resolved satisfactorily, shareholders may escalate the matter through the SEBI Complaints Redress System ("SCORES") platform in accordance with the prescribed mechanism.

Further, after exhausting all available remedies through the Company, RTA, and SCORES platform, investors may initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal in terms of the applicable SEBI Circulars.

50. Compliances of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board and General Meetings.

51. Disclosure Under The Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

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

The Company is committed to providing a safe and healthy work environment and has adopted appropriate policies for prevention of sexual harassment at workplace.

During the financial year 2025-26, the following is the summary of complaints received and disposed of under the said Act

The Policy on prevention of Sexual harassment as approved by the Board is available on the website of the Company at: https://grameva.in/wpcontent/pdf/OP/POLICY %200N%20PREVETION%200F%20SEXUAL%2QHAR ASSMENT%20AT°/c20WORKPLACE.pdf

52. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the relevant SEBI Circulars issued from time to time, Business Responsibility and Sustainability Reporting ("BRSR") is applicable to the top 1,000 listed entities based on market capitalization.

Since the Company does not fall within the aforesaid criteria during the financial year under review, the requirement for submission of Business Responsibility and Sustainability Report is not applicable to the Company.

53. Website

The Company has its own functional website www.grameva.in as required by the SEBI Listing Regulations, wherein a separate dedicated segment named ‘Investors Relations' has been created. All information and documents relating to quarterly and annual audited financial results, annual reports, quarterly

shareholding pattern and information required to be disclosed under Regulations 30 and 46 of the SEBI Listing Regulations, etc. are regularly updated under that segment.

54. Other Genral Disclosures

a) Disclosure under section 43(a) (ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure under section 54(l)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure under section 62(l)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure under section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e) Disclosure regarding one time settlement and 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 year under review, there was no instance of one-time settlement with any Bank or Financial Institution. Further There was no revision of financial statements and Boards Report of the Company during the year under review.

f) Disclosure with respect to Demat Suspense Account/Unclaimed Suspense Account:

Pursuant to Regulation 34(3) read with Clause F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details relating to Equity Shares lying in the Demat Suspense Account / Unclaimed Suspense Account as on 31^st March, 2026 are as follows:

The voting rights on these shares shall remain frozen till the rightful owners of such shares claim the shares.

55. MSME Compliance

There were no outstanding dues payable to Micro and Small Enterprises beyond the period

of 45 days during the financial year under review.

56. Listing With Stock Exchange

The Company's Equity Shares are listed with Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited. The applicable annual listing fees for the financial year 2026-27 have been duly paid to the said Stock Exchanges.

57. Maternity Benefit Act

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

58. Acknowledgement

The Board of Directors places on record its sincere appreciation for the continued support and co-operation received from BSE Limited, The Calcutta Stock Exchange Limited, Securities and Exchange Board of India (SEBl), Statutory Auditors, Internal Auditors, Legal Advisors, Consultants, Bankers, Depositories, Registrar and Share Transfer Agent, and all other stakeholders associated with the Company.

The Board also gratefully acknowledges the continued support and guidance received from various Central, State, and Local Government authorities, regulatory bodies, shareholders, customers, vendors, and business associates.

The Directors place on record their appreciation for the commitment, dedication, and hard work of the employees of the Company at all levels, whose continued efforts have contributed significantly to the Company's growth and performance during the year under review.

Forward Looking Statements

Certain statements contained in this Annual Report may constitute "forward-looking statements" within the meaning of applicable laws and regulations. These

statements are based on certain assumptions, expectations, and projections regarding future events and business performance. Actual results may differ materially from those expressed or implied due to various factors including changes in market conditions, government regulations, economic developments, and other external factors.

The Company assumes no responsibility to publicly amend, modify, or revise any forward-looking statements on the basis of subsequent developments or events.