The Board of Directors of the Company have great pleasure in presenting the 4^th Board’s Report of the Company
together with Audited standalone Financial Results for the year ended March 31, 2026. This report states compliance as
per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and
other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2026 is summarized
as follows:

(Rupees in lakhs)

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:BUSINESS OVERVIEW

We are primarily engaged in the business of designing, developing, manufacturing, and supplying of various types
of pots and planters like: plastic Indoor Planters, Outdoor Planters, Illuminated Planters, Decorative Planters, Roto
Moulded Planters, Fiber Reinforced Plastic (FRP) Planters, Eco series Planters etc. along with related accessories
like Garden Hose Pipe & Water Can. Apart from this recently we have also entered into the field of Roto Moulded
Outdoor Furniture. Further Company is manufacturing, processing, buy, sell, distribute, import, export of various types
of shade nets like Agro Shade Net, Green Net, Plastic Net, Agriculture net, Construction Safety Net, Anti Hail Net, Sun
Shade Net, Green Shade Net, Nursery Shade Net.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 6874.46 (in Lakhs) for the year ended
March 31, 2026 as against Rs 5641.94 (in Lakhs) in the previous financial year.

The Company has recorded a profit (PBT) of Rs 1,604.34 (in Lakhs) for the year ended March 31, 2026 as compared to
Rs 1,140.52 (in Lakhs) in the previous financial year.

The Profit after Tax (PAT) for the year ended March 31, 2026 stood at Rs 1,252.13 (in Lakhs) as compared to Rs. 970.08
(in Lakhs) in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Dividend policy for the year under review has been formulated and taking into consideration of growth of the
Company and to conserve resources, the Board of Directors has recommended a Dividend of Rs.0.25 for the year ended
March 31, 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting.

In Financial year 2025-26 the reserve maintained with the Company is Rs.4,384.72 (in Lakhs) while in the year 2024¬
25 reserve was Rs. 3,132.60 (in Lakhs).

Your Company has not transferred the profits for year ended March 31, 2026 to Reserves and Surplus.

4. COMPANY ORIGINALLY INCORPORATED AS A LIMITED COMPANY:

Our Company was originally incorporated as a Limited Company under the name “Harshdeep Hortico Limited” on
December 30, 2022 under the provisions of the Companies Act, 2013 with the Registrar of Companies, Mumbai,
Maharashtra bearing CIN: L26994MH2022PLC396421.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THDATE OF THIS
REPORT:

During the period between the end of the financial year ended March 31, 2026 and the date of this Report, Mr. Shankar
Keshava Vailaya, Non-Executive Independent Director of the Company tendered his resignation from the office of
Independent Director of the Company with effect from June 16, 2026. Other than the aforesaid, no material changes or

commitments affecting the financial position of the Company have occurred during the period.

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the
year under review.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2026.

8. CAPITAL STRUCTURE:AUTHORIZED SHARE CAPITAL

During the year under review, there are no changes in the authorized share capital of Company.

As on March 31, 2026, the Authorized Share Capital of the Company was Rs 20,00,00,000/- divided into 2,00,00,000
shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL:

During the year under review, there are no changes in the Paid-up Share capital of Company as per details mentioned
below:

As on March 31, 2026, the paid-up capital was Rs 16,09,40,600/- divided into 1,60,94,060 shares of Rs 10/- each.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY, AND JOINT
VENTURES:

As on March 31, 2026 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture.

10. LISTING OF SHARES:

The Company’s shares are listed on BSE SME platform with ISIN INE0OLZ01015 & BSE Scrip code: 544105.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) and their
appointment/resignation/change in designation in the Company as on March 31, 2026 were as follows:

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received
individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as
specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV
of the Act. In view of the available time limit, those Independent Director who are required to undertake the online
proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act. The Company has
received declarations from all Independent Directors of the Company confirming that they continue to meet the
criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

13. BOARD, COMMITTEE AND SHAREHOLDERS MEETING:Number of Board Meetings

The Board of Directors met 06 times during the financial year ended March 31, 2026 in accordance with the
provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting
was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The
prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the
meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to
time.

14. COMMITTEES OF THE BOARD:

The Company has Three committees viz; Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee and Corporate Social Responsibility Committee which has been
established as a part of the better Corporate Governance practices and is in compliance with the requirements
of the relevant provisions of applicable laws and statutes:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies
Act, 2013.

*Composition of the Committee:

*The Committee has been reconstituted in the board meeting held on 10^th August, 2026.

The quorum for Audit Committee meeting shall either be two members or one third of the member
of the Audit Committee, whichever is greater, with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to
provide clarifications on matters relating to the audit.

Further, the Committee members met 3 times during the year for conducting the Meeting.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section
178 of the Companies Act, 2013.

Composition of the Committee:

Further, the Committee members met 1 time during the year for conducting the Meeting.

3. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 178 of the
Companies Act, 2013.

Composition of the Committee:

Further, the Committee members met 1 time during the year for conducting the Meeting.

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 178 of the
Companies Act, 2013.

Composition of the Committee:

Further, the Committee members met 1 time during the year for conducting the Meeting.
Shareholders Meeting:

15. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional
experience and knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board
of Directors of the Company and persons in the Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of directors and other matters as
provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re¬
enactments) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation
of performance of Board as a whole, Committees of the Board, individual directors including the chairperson
and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the
website of your Companywww. harshdeepindia. com.

16. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of BSE LTD, the provisions of Corporate Governance
are not applicable on the Company.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports, and internal policies to
enable them to familiarize with the Company’s procedures and practices, the website link is
www. harshdeepindia. com

18. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board, its Committees and Individual Director including
Independent Directors. The questionnaires were prepared after taking into consideration the various facets related
to working of Board, its committee and roles and responsibilities of Director. The Board and the Nomination and
Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors
based on the criteria and framework adopted by the Board. Further, the performance of Board as a whole and
committees were evaluated by the Board after seeking inputs from all the Directors based on various criteria.
The Board of Directors expressed their satisfaction with the evaluation process. In a

separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board
as a whole and performance of the Chairman was evaluated, considering the views of the Executive Directors and
Non-Executive Directors.

19. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees
can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A
whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate
governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman
of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded
complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed
on the website of the Company atwww. harshdeepindia. com.

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company.
The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on continuing basis.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given
in the Note to the Financial Statements.

22. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting
the going concern status and Company’s operations in future.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE ACT:

All related party transactions that were entered into during the Period under review, were on arm’s length
basis and in the ordinary course of business. No materially significant related party transactions which
required the approval of members, were entered into by the Company during the Period under review.

Further, all related party transactions entered by the Company are placed before the Audit Committee for its
approval.

The particulars of the contracts or arrangements entered by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC - 2 are
annexed and marked as Annexure - A.

24. AUDITORS:STATUTORY AUDITORS

Kailash Chand Jain & Co., Chartered Accountants (Firm Registration No. 112318W) were appointed as the statutory
auditors of the Company at the 03^rd Annual General Meeting of the Company for a term of five consecutive years
i.e., from F.Y. 2025- 26 to 2029-30, who shall hold office till the conclusion of the 08^th Annual General Meeting to
be held in the year 2030, in terms of provisions of Section 139 of the Act.

Further, the Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended
March 31, 2026, which forms part of this Report. Also, there is no qualifications, reservations or adverse remarks
made by the Kailash Chand Jain & Co., Statutory Auditor of the Company in their Audit Report for the year under
review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates,
Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial
Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure - B and forms part
of this report.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Audit and Auditors) Rules, 2014, the Board
of directors of Company has appointed Mr. Ankit Manilal Gala as an Internal Auditor of the Company for F.Y.
2025-26.

AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor’s Report: There are no qualifications, reservations or adverse remarks made by Statutory
Auditors in the Auditor's report. The Statutory Auditors have not reported any incident of fraud to the Audit
Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under
review.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any further
explanation.

Secretarial Auditor’s Report: There are no qualifications, reservations or adverse remarks made by Secretarial Auditors
in the Secretarial Auditor' report.

25. EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2026 is available on the
Company’s websitewww. harshdeepindia. com.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as
Annexure - C.

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

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of energy, technology
absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of
activities undertaken by the Company during the year under review.

28.STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this
Report as Annexure D which forms part of this Report.

29.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the
society, by contributing to the social, economic and environmental development of the society at large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are applicable to the Company on the basis of latest Audited
financial Result as on 31^st March, 2026, Hence the Company is required to adopt the CSR Policy or
constitute CSR Committee in the financial year 2025-26.

The composition of Committee is as follow:

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as
amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link
https://harshdeepindia. com/.

CSR activities forming part of this Report is attached as Annexure - E.

30. HUMAN RESOURCES:

The relations with the employees and associates continued to remain cordial throughout the year. The Directors
of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed
by the employees of the Company.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the
group level an Internal Complaint Committee (‘ICC’) constituted under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment
and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year
under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the
workplace/s of the Company.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating effectively.

33. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section
(1) of Section 148 of the Companies Act, 2013, were not applicable to the Company upto March 31, 2026 and accordingly

such accounts and records were not required to be maintained.

34. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the
year under review, such controls were tested and no reportable material weakness in the design or operation was
observed.

35. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those
Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice
and Annual Report 2025-26 will also be available on the Company’s websitewww. harshdeepindia. com.

36.INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code
2016.

37.DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), with respect to Directors Responsibility Statement
it is hereby confirmed:

a. The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2026 and the
Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis
following applicable accounting standards and that no material departures have been made from the same;

b. Accounting policies selected were applied consistently and the judgments and estimates related to these financial
statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2026, and, of the profits and loss of the Company for the year ended on that
date;

c. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect
fraud and other irregularities;

d. Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial
controls are adequate and operating effectively; and

e. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such
systems are adequate and operating effectively

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year under
review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.

For and on behalf of the Board
Harshdeep Hortico Limited

Sd/- Sd/-

Hitesh Chunilal Shah Harshit Hitesh Shah

Chairman And Managing Director Whole Time Director

DIN - 09843633 DIN - 09843635Place: Thane
Date: 10-08-2026