Your directors are pleased to present the 41^st Annual Report along with Audited Financial Statements for the Financial Year
ended 31^st March, 2026.

1. FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31^st March, 2026 are prepared in accordance with the relevant
applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations") and the provisions of the Companies Act, 2013 (“Act").

The summarized comparison of Audited Financial Statements of the Company for the Financial Year 2025-2026 and
2024-25 is given below:

2. STATE OF COMPANY'S AFFAIRS AND
PERFORMANCE OF THE COMPANY DURING
THE YEAR.

During the year under review, your Company has
achieved a Turnover of ' 1602.11 Crore as compared
to Previous Year ' 1519.83 Crore. The Profit before
depreciation and tax was ' 74.79 Crore as compared to
' 78.10 Crore in the Previous Year. The profit after tax
for the year ' 32.18 Crore as compared to Profit ' 23.84
Crore reported in the Previous Year.

The Performance of the Company has been
comprehensively discussed in the Management
Discussion and Analysis Report (forming part of the
Annual Report) based on the reports of the each of the
units of Company.

3. MATERIAL CHANGES OR COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THE FINANCIAL STATEMENTS
RELATES AND THE DATE OF THE REPORT
There were no other material changes or commitments
which affected the financial position of the Company
which have occurred between the end of the Financial
Year and the date of this Report.

4. DIVIDEND

The Board of Director has not recommended any
dividend during the year.

In pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated a Dividend
Distribution Policy which was approved and adopted
in the Board Meeting and the same is available on
company's web link as: www.vishalfabricsltd.com.

There is ' 216769 unpaid balance available in the unpaid
dividend account as the same is unclaimed dividends
by shareholders.

5. TRANSFER TO RESERVES

During the financial year under review, the company
has transferred the entire amount of Profit to Reserve
and surplus account as per detail provided in the note of
the financial statement.

6. SHARE CAPITAL

The paid-up equity shares capital of the Company as
on 31^st March, 2026 was ' 1238050015 comprising of
247610003 Equity Shares of face value of ' 5/- each.

During the year under review, the company has allotted
to the “Non-Promoter, Public Category" Investors on

preferential basis 50000000 equity shares due to
conversion of warrant into equity as per approval taken
in the Annual General Meeting held on 27^th August,
2024 by shareholders.

None of the Directors of the Company hold instruments
convertible into Equity Shares of the Company.

7. INFORMATION OF SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES

The Company has no subsidiaries and joint ventures.

A list of associates of your Company is provided as part
of the notes to the consolidated financial statements.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of your Company's
business during the year under review.

9. ALTERATION IN THE CONSTITUTIONAL
DOCUMENT

There is no alteration in the constitutional document of
the company.

10. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
COMPANIES ACT, 2013

The details of loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the note to the
financial statements.

11. EXTRACT OF ANNUAL RETURN

{In pursuance to Section 92 and 134 (3) (a) of the
Companies Act, 2013 (“the Act") read with relevant
Rules thereunder}

The Annual Return of the Company for the Financial
Year 2025-2026 in the prescribed format in Form
MGT-7 is available on the website of the Company at:
www.vishalfabricsltd.com

12. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the
year under review were on arm's length basis, in the
ordinary course of business and are in compliance
with the applicable provisions of the Companies Act,

2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and there are no
material related party transactions thus a disclosure
in Form AOC-2 in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules,

2014 is not required. The details of the transactions
with Related Parties are provided in the Company's
financial statements in accordance with the Accounting
Standards.

All Related Party Transactions are placed before the
Audit Committee for approval. Omnibus approval was
obtained on a yearly basis for transactions which are
of repetitive nature. A statement giving details of all
Related Party Transactions are placed before the Audit
Committee and the Board for review and approval on a

quarterly basis.

None of the Directors has any pecuniary relationship
or transactions vis-a-vis the Company except
remuneration and sitting fees. The Policy on
Related Party Transactions as approved by the
Board of Directors has been uploaded on the
website of the Company and can be seen at the link:
www.vishalfabricsltd.com

13. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Composition of the Board is in accordance
with the statutory provision. The Board consists of
6(six) members, of which 3 (Three) are Independent
Directors. The Board also comprises of one women
Independent Director.

The Company has received declarations from all the
Independent Directors that they meet the criteria of
independence as prescribed in the Companies Act,
2013 and SEBI Listing Regulations, 2015.

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

The following are the Directors and Key Managerial
Personnel of the Company as on 31^st March, 2026

a) Mr. Brijmohan Chiripal: Managing Director

b) Mr. Arvind Pandey: Whole-time Director

c) Mr. Suketu Narendrabhai Shah:

Chief Executive Officer

d) Mr. Ravindrakumar Bajranglal Bajaj :

Whole-time Director

e) Mr. Dharmesh Dattani: Chief Financial Officer

f) Mr. Dilip Nikhare : Company Secretary
(Appointed w.e.f 11/07/25)

DIRECTORS RETIRING BY ROTATION

Mr. Arvind Pandey (DIN: 10637419), Director of the
Company, retires by rotation as a Director at the
conclusion of this Annual General Meeting pursuant
to the provisions of section 152 of the Companies
Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles
of Association of your Company and being eligible
have offered himself for reappointment. Appropriate
resolution for his re-appointment is being placed for
your approval at the ensuing AGM.

The composition of the Board of Directors and its
Committees are provided in the Corporate Governance
Report, which forms part of the Annual Report.
Certificate of Non-Disqualification of Directors has
been attached as Annexure I.

14. NUMBER OF BOARD AND COMMITTEE
MEETINGS

The Board meets once in every quarter to review
the quarterly financial results and other items of the

agenda and if necessary, additional meetings are held
as and when required. The intervening gap between the
meetings was within the period prescribed under SEBI
(LODR) Regulations, 2015 & Companies Act, 2013.
The agenda is circulated well in advance to the Board
members. The items in the agenda are backed by
comprehensive background information to enable the
Board to take appropriate decisions. The details of the
Board and its Committees meetings and attendance
of Directors at such meetings are provided in the
Corporate Governance Report, which forms part of the
Annual Report.

15. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors
met on 10^th February, 2026 inter alia, to discuss:

S Review of the performance of Non-independent
Directors and the Board of Directors as a whole.

S Review of the performance of the Chairman of
the Company, taking into account the views of the
Executive and Non-executive Directors.

S Assess the quality, content and timeliness of flow
of information between the management and
the Board to ensure the Board effectively and
reasonably perform its duties.

All Independent Directors were present at the meeting.

16. DECLARATION FROM INDEPENDENT
DIRECTORS

The Company has received necessary declarations
from each independent director under Section 149(7)
of the Companies Act, 2013, that he/she meets the
criteria of Independence laid down in Section 149(6)
of the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and they have complied with the
Code for Independent Directors as prescribed in
Schedule IV to the Act.

17. CRITERIA FOR APPOINTMENT OF
INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity
and possess appropriate balance of skills, experience
and knowledge as details provided in the Corporate
Governance Report. The Company did not have
any pecuniary relationship or transactions with Non¬
Executive Directors during the year ended 31^st March,
2026 except for payment of sitting fees.

18. CRITERIA FOR APPOINTMENT OF MANAGING
DIRECTORS / WHOLE-TIME DIRECTORS

The appointment is made pursuant an established
procedure which includes assessment of managerial
skills, professional behavior, technical skills and other
requirements as may be required and shall take into
consideration recommendation, if any, received from
any member of the Board.

In compliance with Section 178(3) of the Companies
Act, 2013 and Regulation 19(4) of the SEBI (LODR)
Regulation, 2015 the company has formulated

Nomination and Remuneration Policy for determining
qualifications, positive attributes and independence of
directors and other matters related to appointment of
Directors.

The Nomination and Remuneration Policy as approved
by the Board of Directors has been uploaded on the
website of the Company and can be seen at the link:
www.vishalfabricsltd.com

19. FAMILIARIZATION PROGRAM FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has put in place a familiarization
programme for the Independent Directors to familiarize
them with their roles, rights and responsibilities as
Directors, the working of the Company, nature of the
industry in which the Company operates, business
model etc. The code has been uploaded on the
website of the Company and can be seen at the link:
www.vishalfabricsltd.com

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has a Policy on Corporate
Social Responsibility and the same has been
posted on the website of the Company at link:
www.vishalfabricsltd.com

The brief outline of the CSR Policy of the Company
and the activities undertaken by the Company on CSR
during the year under review and relevant details are
set out in Annexure III which forms part of this Board
Report.

Further, the composition, number and date of
meetings held, attendance of the members of the
CSR Committee meetings are given separately in the
Corporate Governance report which forms part of this
Annual Report.

21. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the
Nomination and Remuneration Committee has laid
down the criteria for evaluation of the performance
of individual directors and the Board as a whole.
Based on the criteria the exercise of evaluation was
carried out through a structured process covering
various aspects of the Board functioning such as
composition of the Board and committees, experience
& expertise, performance of specific duties &
obligations, attendance, contribution at meetings, etc.
The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the
Independent Director. The performance evaluation
of the Independent Directors was carried out by the
entire Board (excluding the Director being evaluated).
The Directors expressed their satisfaction with the
evaluation process.

22. AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS

Pursuant to provisions of Sections 139, 141 & 142 of
the Act and applicable Rules and other applicable
provisions of the Act, the Board of Directors at
its meeting held on August 1, 2024 has approved
the appointment of M/s. S V J K and Associates*,
(FRN- 135182W),Chartered Accountants as
Statutory Auditors for five consecutive years
from conclusion of the 38^th Annual General
Meeting held for Financial Year 2022-2023 till the
conclusion of the 43^rd Annual General Meeting to
be held on 2027-28 of the Company.

Further the Company has received written
consent(s) and certificate(s) of eligibility from the
Statutory Auditors-S V J K and Associates, (FRN-
135182W), Chartered Accountant in accordance
with Sections 139 and 141 of the Act and applicable
Rules and other provisions of the Act and holds a
valid certificate issued by the Peer Review Board
of the ICAI. They have further confirmed that
they were not disqualified to be appointed as the
Statutory Auditors in terms of the Act and Rules
made thereunder.

* S V J K and Associates (Formerly known as A S R V &
Co.)

B. SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies
Act, 2013 and rules made thereunder. Vishal
Fabrics is annexed herewith as Annexure-II. The
Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks.
The Annual Secretarial Compliance Report of the
Company pursuant to Regulation 24A of Listing
Regulations read with SEBI Circular No. CIR/
CFD/ CMD1/27/2019 dated February 08, 2019,
is uploaded on the website of the Company i.e.
www.vishalfabricsltd.com

Pursuant to Regulations 30 of the Securities and
Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015 read
with Schedule III Part A Para A, we would like to
inform that on the recommendation of the Audit
Committee, the Board of Directors in their meeting
held on, 21^st May, 2025 approved the appointment
of M/s. Chirag Shah & Associates (CoP: 3498),
Practicing Company Secretary, Ahmedabad as
the Secretarial Auditor of the Company for five
consecutive years commencing from FY 2025-26
till FY. 2029-30 and approval of the shareholders
of the Company has taken in 40^th Annual General
Meeting held on 19^th September, 2025.

C. COST AUDITORS

The Board has re-appointed M/s. A.G. Tulsian and
Co., Cost Accountants (FRN: 100629) as Cost
Auditor to conduct the audit of cost records of
your Company for the financial year 2026-27. The
payment of remuneration to Cost Auditor requires
the approval/ratification of the members of the

Company and necessary resolution in this regard,
has been included in the notice convening 41^st
AGM of the Company.

The Company maintains necessary cost records
as specified by Central Government under sub¬
section 1 of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Rules, 2014.

D. INTERNAL AUDITORS

The Board has appointed M/s. G B & Co.,
Chartered Accountants (FRN: 139110W),
Ahmedabad as Internal Auditors of the Company
for the Financial Year 2026-2027. The required
consent to act as the Internal Auditors of the
Company for the Financial Year 2026-2027 has
been received by the Company from the said
Internal Auditors, on terms & conditions as mutually
agreed upon between the Internal Auditors and
the Board / management of the Company.

23. CODE OF CONDUCT

The Board of Directors of the Company has laid down a
Code of Conduct for all the Board Members and Senior
Management Personnel of the Company. The Board
Members and the Senior Management personnel
have affirmed compliance with the code for the
year 2025-26. The said Code of Conduct has been
posted on the website of the Company at link:
www.vishalfabricsltd.com

A declaration to this effect is annexed and forms part of
this report.

24. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report on
the operations of the Company, as required under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in a separate section and
forms an integral part of this Report.

25. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate
governance practices followed by the Company,
together with a certificate from the Company's
Auditors confirming compliance forms an integral part
of this Report.

26. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of
Insider Trading) Regulation, 2015 the Board has
formulated and implemented a Code of Conduct to
regulate, monitor and report trading by its employees
and other connected persons and Code of Practices
and Procedures for fair disclosure of Unpublished Price
Sensitive Information.

The updated “Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information"
(“Code of Fair Disclosure") uploaded on the Company's
website at link: www.vishalfabricsltd.com

27 VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has framed a Whistle Blower Policy to
deal with instances of fraud and mismanagement,
if any. The said policy has been disseminated within
the organization and has also been uploaded on the
Company's website at link:www.vishalfabricsltd.com

28. NOMINATION, REMUNERATION AND BOARD
DIVERSITY POLICY

The Board of Directors has framed a policy which
lays down a framework in relation to remuneration
of Directors, Key Managerial Personnel and Senior
Management of the Company. The Policy broadly
lays down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and
Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel and Senior
Management.

The policy also provides the criteria for determining
qualifications, positive attributes and Independence
of Director and criteria for appointment and removal
of Directors Key Managerial Personnel / Senior
Management and performance evaluation which are
considered by the Nomination and Remuneration
Committee and the Board of Directors.

The Nomination and Remuneration Policy as approved
by the Board of Directors has been uploaded on the
website of the Company and can be seen at the link:
www.vishalfabricsltd.com

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

The Company has always believed in providing a safe
and harassment free workplace for every individual
working in its premises through various interventions
and practices. The Company always endeavors to
create and provide an environment that is free from
discrimination and harassment including sexual
harassment.

The Company has adopted a policy against Sexual
Harassment in line with the requirements of The
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the rules framed thereunder. The policy has also
been uploaded on the Company's website at link:
www.vishalfabricsltd.com

An appropriate complaint mechanism in the form of
“Internal Complaints Committee" has been created in
the Company for time-bound redressal of the complaint
made by the victim. All employees (permanent,
contractual, temporary, trainees) are covered under this
policy. The Company has not received any complaints
of sexual harassment in the Financial Year 2025-26.

30. PUBLIC DEPOSITS

The Company has not accepted any Deposits from the
public during the Financial Year 2025-26.

31. RISK MANAGEMENT

The Board of Directors of the Company has designed
Risk Management Policy and Guidelines to avoid events,
situations or circumstances which may lead to negative
consequences on the Company's businesses, and
define a structured approach to manage uncertainty
and to make use of these in their decision-making
pertaining to all business divisions and corporate
functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in
periodic management reviews.

The Company has laid down a Risk Management Policy
which defines the process for identification of risks,
its assessment, mitigation measures, monitoring and
reporting. The policy has also been uploaded on the
Company's website at link: www.vishalfabricsltd.com

32. INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems
for business processes, with regard to efficiency
of operations, financial reporting, compliance with
applicable laws and regulations etc. All operating
parameters are monitored and controlled. Regular
internal audits and checks ensure that responsibilities
are executed effectively. The system is improved and
modified continuously to meet with changes in business
conditions, statutory and accounting requirements.

The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of
internal control systems and suggests improvement for
strengthening them, from time to time.

33. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge
and ability, confirm that:

(i) that in the preparation of the accounts for
the Financial Year ended March 31, 2026, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

(ii) that the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as on March 31,
2026 and of the profit of the company for the year
under review;

(iii) that 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;

(iv) that the Directors have prepared the accounts for
the financial year on going concern basis;

(v) the Directors have laid down internal financial
controls, which are adequate and were operating
effectively; and

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

34. PROCEEDINGS PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application nor any
proceeding are pending under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year
2025-26. The requirement to disclose the details of
application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of
the financial year is not applicable.

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

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, required to be disclosed by Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014, is annexed as
''Annexure- IV" and forms part of this report.

36. TRANSFER TO THE INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to Section 124 and 125 of the Companies
Act, 2013, read with Investor Education and Protection
Fund Authority (Accounting Audit, Transfer and
Refund) Rules, 2016 ('IEPF Rules'), as amended from
time to time, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be
transferred to the Investor Education and Protection
Fund (IEPF).

During the year under review, no amount was due for
transfer to IEPF in accordance with Section 125 of the
Companies Act, 2013.

37. PARTICULARS OF EMPLOYEES

The percentage increase in remuneration, ratio of
remuneration of each Director and key managerial
personnel (KMP) (as required under the Act) to the
median of employees' remuneration, as required
under Section 197 of the Act, read with rule 5(1) of
the Companies (Appointment and Remuneration
Managerial Personnel) Rules, 2014, are set out in
''Annexure V'' of this report.

The information required under provisions of Section
197(12) of the Companies Act, 2013 read with Rules
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
forms part of this Annual Report. In terms of Section
134 and Section 136 of the Act, the Annual Report is
being sent to the shareholders and others entitled
thereto, excluding the said annexure, which is available
for inspection by the shareholders at the Registered
Office of your Company during business hours on
working days of your Company. If any shareholder is

interested in obtaining a copy thereof, such shareholder
may write to the Company Secretary in this regard.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as stipulated under
Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not
applicable for financial year 2025-26 as your Company
is not falling in the list of top 1000 Companies as per the
Market Capitalization as on March 31, 2026.

39. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The
Company's policy requires conduct of operations in
such a manner so as to ensure safety of all concerned,
compliances of environmental regulations and
preservation of natural resources.

40. COMPLIANCE WITH SECRETARIAL
STANDARDS

During the year under review, your Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

41. REPORTING OF FRAUDS

There was no instance of fraud during the Financial
Year 2025-26, which were required by the Statutory
Auditors to report to the Audit Committee and / or
Board under Section 143(12) of Act and Rules framed
thereunder.

42. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

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

43. 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
THERE OF DURING THE FINANCIAL YEAR

It is not applicable to the Company, during the financial
year.

43. STATEMENT INDICATING DEVIATION IN THE
USE OF PROCEEDS FROM THE STATED
OBJECTS AND CATEGORY-WISE VARIATION
BETWEEN PROJECTED AND ACTUAL FUND
UTILISATION.

There is no Deviation in the use of Proceeds of
Preferential Allotment during the year.

44. INSURANCE

All assets of the company including inventories,
building, plant and machineries are adequately insured.

45. LISTING OF SHARES

The Company's shares are listed at BSE Limited and
the listing fee for the year 2025-2026 has been duly
paid.

46. CAUTIONARY STATEMENT

Statements in this Directors' Report describing
the Company's objectives, projections, estimates,
expectations or predictions may be “forward-looking
statements" within the meaning of applicable securities
laws and regulations. Actual results could differ
materially from those expressed or implied. Important
factors that could make difference to the Company's
operations include raw material availability and its
prices, cyclical demand and pricing in the Company's
principal markets, changes in Government regulations,
Tax regimes, economic developments within India and

the countries in which the Company conducts business
and other ancillary factors.

47. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors wish to place on record sincere gratitude
and appreciation, for the contribution made by the
employees at all levels for their hard work, support,
dedication towards the Company.

Your Directors thank the Government of
India and the State Governments for their
co-operation and appreciate the relaxations provided
by various Regulatory bodies to facilitate ease in
compliance with provisions of law.

Your Directors also wish to thank its customers, business
associates, suppliers, investors and bankers for their
continued support and faith reposed in the Company.

Brijmohan D. Chiripal Ravindra Bajaj

Date: 20-05-2026 Managing Director Whole-time Director

Place: Ahmedabad DIN: 00290426 DIN: 08243855