12.72
     

2. STATE OF THE COMPANY'S AFFAIR AND FINANCIAL PERFORMANCE

Business Operations:

The Company is primarily engaged in the business of manufacturing and supplying propeller shafts, driveshaft assemblies and precision-machined torque-transmission components for automotive and non-automotive applications. The Company has integrated manufacturing capabilities covering forging, machining, assembly and balancing processes and caters to customers across the automotive and other industrial sectors.

Standalone Financial Performance:

At Standalone level, the total income amounted to Rs. 501.75 Million as against Rs. 534.29 Million in the previous year. The Profit before Tax amounted to Rs. 42.93 Million as against Rs. 51.90 Million in the previous year. The Net Profit for the year amounted to Rs. 31.43 Million as against R 35.78 Million reported in the previous year.

Consolidated Financial Performance:

At the Consolidated level, the total income amounted to 3:1,430.76 million as against Rs.1,366.10 million in the previous year. The Consolidated Profit before Tax amounted to Rs.329.05 million as against Rs.228.24 million in the previous year. The Consolidated Net Profit after Tax amounted to Rs.261.60 million as against Rs.181.44 million in the previous year.

During the year under review, the performance of the Company and its subsidiary on a consolidated basis was satisfactory, with the Company recording a moderate decline in standalone income and profitability, while the consolidated financial performance registered a significant improvement over the previous year. Your Directors are committed to improving the profitability of the Company and the Group during the current financial year through dedicated efforts of the management, operational efficiencies and focused business initiatives. The Company continues to strive to retain and reinforce its market position in the allocated segments in which it operates and remains focused on sustainable growth and long-term value creation for its stakeholders.

3. CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company has expanded its business activities by making necessary amendments to its Memorandum of Association to broaden and align the scope of its objects with the present and proposed business activities of the Company.

4. ALTERATION IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the year under review, the Object Clause of the Memorandum of Association ('MOA') of the Company was amended to broaden the scope of its business activities and enable the Company to undertake new and diversified lines of business.

The amendment was made with a view to provide the Company with greater opportunities for expansion and growth in the plastic and allied sectors. The expanded business scope includes activities relating to the manufacturing, processing, trading and dealing in various types of plastic materials, products, components and allied machinery, including HDPE, PP, PPCP, LLDPE, LDPE, CPVC, PVC, SAN and other related products, along with plastic pipes, fittings, moulded and extruded products, films, irrigation systems and packaging materials.

Further, the Company also made necessary modifications to its existing main objects relating to the automobile sector, including the addition of Axel Shafts and other allied automobile components, thereby broadening the scope of its existing business activities.

These amendments were made to provide the Company with greater flexibility to pursue emerging business opportunities, diversify its operations, strengthen its market position and support its long-term growth and profitability.

5. INITIAL PUBLIC OFFERING

During the year under review, the Company initiated the process for its proposed Initial Public Offering ('IPO') of its Equity Shares. In this regard, the Company filed a Draft Red Herring Prospectus ('DRHP') dated March 30, 2026, with BSE Limited ('BSE'), National Stock Exchange of India Limited ('NSE') (collectively, the 'Stock Exchanges') and Securities and Exchange Board of India ('SEBI') in connection with the proposed public issue.

The proposed 1F0 is a 100% book-built issue comprising a Fresh Issue of Equity Shares and an Offer for Sale by the Selling Shareholder, Mukesh Sangla HUF. The proposed IPO is subject to applicable regulatory approvals, market conditions and other statutory and regulatory requirements.

The proposed Equity Shares are intended to be listed on BSE and NSE, subject to receipt of applicable approvals and fulfilment of the prescribed conditions.

The DRHP filed with SEBI is available on the websites of the Company and SEBI.

6. DIVIDEND

The Board of Directors to conserve the resources of the Company and to maintain the liquidity has decided not to declare dividend on Equity Shares for the year ended 31st March 2026.

7. TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

8. SHARE CAPITAL:

a) Change in Capital Structure of the Company During the Year:

During the period under review, the following changes were made to the Authorized & Paid-up Share Capital of the Company:

i. Reclassification of Authorised Share Capital: The Authorised Share Capital of the Company comprising 2,50,00,000 (Two Crore Fifty Lakh) equity shares of U0 each and 20,00,000 (Twenty Lakh) preference shares of Rs.10 each was reclassified such that the entire Authorised Share Capital was divided into 2,70,00,000 (Two Crore Seventy Lakh) equity shares of Rs.10 each, pursuant to the approval of the Members at the Extra-Ordinary General Meeting held on 29 th December 2025.

ii. Increase in Authorised Share Capital: The Authorised Share Capital of the Company was subsequently increased from Rs.27,00,00,000/- (Rupees Twenty-Seven Crores only) to Rs.50,00,00,000 (Rupees Fifty Crores only), comprising 5,00,00,000 (Five Crores) equity shares of Rs.10/- (Rupees Ten only) each, pursuant to the approval of the Members at the General Meeting held on 29 December 2025.

iii. Issue of Bonus Equity Shares: The Company issued and allotted fully paid-up bonus equity shares in the ratio of 1:1, i.e., one fully paid-up equity share of Rs.10 each for every one fully paid-up equity share of Rs.10 each held by the Members, pursuant to the approval of the Members at the Extra-Ordinary General Meeting held on 09 February 2026. Accordingly, the Company allotted the said bonus equity shares on 18 February 2026, resulting in a corresponding increase in the paid-up equity share capital and the total number of equity shares of the Company.

Pursuant to the above corporate actions:

• The Authorized Share Capital of the Company, as on 31 st March, 2026, stands at Rs.50,00,00,000/- (Rupees Fifty Crores only), divided into 5,00,00,000 (Five Crore) equity shares ofRs.10/- (Rupees Ten only) each.

• The Issued, Subscribed and Paid-up Equity Share Capital of the Company, as on 31 March 2026, stands at Rs.34,91,13,400/- (Rupees Thirty-Four Crores Ninety-One Lakhs Thirteen Thousand Four Hundred only), divided into 3,49,11,340 (Three Crore Forty- Nine Lakh Eleven Thousand Three Hundred and Forty) equity shares of Rs.10/- (Rupees Ten only) each, fully paid-up.

b) Status of Shares in Dematerialized Form:

Pursuant to the provisions of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, including Rule 9A and Rule 9B, as applicable, and the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, notified by the Ministry of Corporate Affairs vide Notification No. G.S.R. 802(E) dated 27 October 2023, the Company has facilitated the dematerialisation of its securities.

As on 31 March 2026, the Company has 3,49,11,340 equity shares of Rs.10/- each, fully paid-up.

The break-up of equity shares held in dematerialised and physical form is as follows:

Accordingly, as on 31 March 2026, 100% of the subscribed and paid-up equity share capital of the Company was held in dematerialised form, with no shares held in physical form.

9. CHANGE IN CORPORATE OFFICE AND PLACE OF KEEPING BOOKS OF ACCOUNT OF THE COMPANY

During the year under review, the Company has shifted its Corporate Office from 44-59, Sector D2, Industrial Area, Sanwer Road, Indore, Madhya Pradesh, India, 452015 to Plot No. 99, Smart Industrial Park, Near Natrip, Pithampur Dist- Dhar- 454775 with effect from 05 th December, 2025.

The necessary intimation in respect of the change in Corporate Office has been duly made with the Registrar of Companies in accordance with the applicable provisions of the Companies Act, 2013.

Change in Place of Keeping Books of Accounts

In accordance with the provisions of Section 128(1) of the Companies Act, 2013, the Company has shifted the place of maintenance of its Books of Account and other relevant books and papers to the following address with effect from 05 th December, 2025:

'Plot No. 99, Smart Industrial Park, Near NATRIP, Pithampur, District Dhar, Madhya Pradesh - 454775.'

The necessary Board approval was obtained and the prescribed filing with the Registrar of Companies was duly made in compliance with the applicable provisions of the Companies Act, 2013.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review the Company has duly constituted the Board and appointed key managerial personnel under the provisions of section 203 of the Companies Act, 2013 and rules made there under.

a) Change in Board of Directors of the Company

During the year under review:

*Note 1: Mr. Rajesh Kumar Logre (DIN: 11114712), was appointed as an additional Director (Non-executive, Independent) of the company on a meeting of the Board of Directors held on 13 ,h May, 2025. Subsequently, he was confirmed as Non-executive Independent Director of the Company, not liable to retire by rotation and to hold office for a first term of five consecutive years [from 13 th May, 2025 upto 12 th May, 2030 (both Inclusive)), w.e.f Special resolution passed at the Extra-Ordinary General Meeting of the Company held on 18 th )une, 2025.

Mr. Logre resigned from the directorship of the Company with effect from 07 th August, 2025 due to his pre-occupation elsewhere and the same has been noted by the Board in the board meeting dated 07 th August, 2025.

*Note 2 Mrs. Mamta Sahu (DIN: 08478154) resigned from the directorship of the Company with effect from 13 th May, 2025 due to pre-occupation in her professional work and the same has been noted by the Board in the board meeting dated 13 th May, 2025.

*Note 3: Ms. Yashaswi Jharbade (DIN: 10844220) resigned from the directorship of the Company with effect from 14 th November, 2025 due to pre-occupation in her professional work and the same has been noted by the Board in the board meeting dated 17 th November, 2025.

*Note 4: Mr. Anirudha Chauhan (DIN: 09219724), was appointed as an additional Director (Non-executive, Independent) of the company on a meeting of the Board of Directors held on 17th November, 2025. Subsequently, he was confirmed as Non-executive Independent Director of the Company, not liable to retire by rotation and to hold office for a first term of five consecutive years [from 17th November, 2025 upto 16 th November, 2030 (both Inclusive)), w.e.f Special resolution passed at the Extra-Ordinary General Meeting of the Company held on 09 th February, 2026.

*Note 6: Mr. Narendra Kumar Maheshwari (DIN: 11607987), was appointed as an additional Director (Non-executive, Independent) of the company on a meeting of the Board of Directors held on 17th March, 2026. Subsequently, he was confirmed as Non-executive Independent Director of the Company, not liable to retire by rotation and to hold office for a first term of five consecutive years [from 17th March, 2026 upto 16 th March, 2031 (both Inclusive)), w.e.f Special resolution passed at the Extra-Ordinary General Meeting of the Company held on 18 th March, 2026.

After the closure of the financial year and up to the date of this Report:

*Note 5: On the recommendation of the Nomination and Remuneration Committee and with the approval of the Board of Directors at its meeting (BM/02/2026-27) held on 07th April, 2026, Ms. Surabhi Agrawal (DIN: 08672180), who has been serving as the Non-executive Independent Director of the Company, was reappointed for a second term of 5 (five) consecutive years, effective from the conclusion of her existing/ current term, i.e. 18 ,h June, 2026 to 17 th )une, 2031 (both days inclusive).

The reappointment was approved by the Members through a Special Resolution passed at the Extra-Ordinary General Meeting of the Company held on 25 th May, 2026.

Except those above , there has not been any appointment and resignation of directors during the year.

b) Directors seeking appointment/ re-appointment Directors retire by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukesh Sangla (DIN: 00189676), Director, is liable to retire by rotation at the ensuing 32 n,) Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the shareholders.

c) Changes in Key Managerial Personnel of the Company:

During the year under review, the following changes took place in the Key Managerial Personnel of the Company:

*Note 1: Mr. Lokendra Garhwal (Membership No. A69601) resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 04 th December, 2025 due to personal reasons. The resignation was noted by the Board of Directors at its meeting held on 05th December, 2025.

*Note 2: Mr. Sumit Purohit, resigned from the position of Chief Financial Officer of the Company with effect from 04 th December, 2025 due to personal reasons. The resignation was noted by the Board of Directors at its meeting held on 05th December, 2025.

*Note 3: Mr. Bhimraj Patidar was appointed as a Chief Financial Officer of the Company on a meeting of the Board of Directors held on 12 th February, 2026 on such terms and conditions, including remuneration, as mutually agreed and set out in the Appointment Letter.

*Note 4: Mr. Mradul Jain was appointed as a Company Secretary and Compliance Officer of the Company, on a meeting of the Board of Directors held on 12 th February, 2026 on such terms and conditions, including remuneration, as mutually agreed and set out in the Appointment Letter.

Changes after the Closure of the Financial Year and up to the Date of this Report:

*Note 4: Subsequent to the closure of the financial year, Mr. Mradul Jain resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 15th July, 2026 due to personal reasons. The resignation was noted by the Board of Directors at its meeting held on 15th July, 2026. *

*Note 5: Consequent upon the resignation of Mr. Mradul Jain, Ms. Garima Shukla was appointed as the Company Secretary and Compliance Officer of the Company at the meeting of the Board of Directors held on 15th July, 2026, on such terms and conditions, including remuneration, as mutually agreed and set out in the Appointment Letter.

d) Senior Management Personnel of the Company:

During the year under review, there has been no change in the Senior Management Personnel of the Company.

The details of the SMPs, as on 31 st March, 2026 are as follows:

Composition of Board of Directors and Kev Managerial Persons as on the date of this report:

The composition and category of Directors and Key Managerial Persons is as follows:

11. DETAILS OF BOARD MEETINGS

The Board of Directors meets at regular intervals to discuss and decide on Company's operations, policies and strategy apart from other Board business. The Board and Committee Meetings are pre-scheduled and a tentative calendar of each of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval either is taken by passing resolution by circulation, as permitted by law, which is noted and confirmed at the subsequent Board Meeting or meeting called at a shorter notice.

The Board of Directors duly met eight times during the year. The intervening gap between any two Meetings was well within the maximum allowed gap of 120 days. The details of Board meetings are as follows:-

During the year under review Twenty-two (22) meetings of the Board of Directors were held on 18.04.2025, 13.05.2025, 16.06.2025, 07.07.2025, 31.07.2026, 07.08.2025, 06.10.2025, 08.10.2025, 17.11.2025, 05.12.2025, 29.12.2025, 14.01.2026, 19.01.2026, 23.01.2026, 12.022026, 18.02.2026, 20.02.2026, 04.03.2026, 10.03.2026, 17.03.2026, 28.03.2026 and 30.03.2026 in respect of which proper notices were given and proceedings thereof were properly recorded in the Minutes Book.

The 31 st Annual General Meeting was held on August 06, 2025.

During the year under review four (4) Extra Ordinary General Meetings were held on 18.06.2025, 29.12.2025, 09.02.2026 and 18.03.2026 in respect of which proper notices were given and proceedings thereof were properly recorded in the Minutes Book.

12. COMMITTEES OF THE BOARD AND ITS MEETINGS

The Board Committee play a crucial role in the governance structure of the Company and has been constituted to deal with specific areas / activities as mandated by applicable regulation, which concern the Company and need a closer review. The Board Committee is set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board. The Board is informed about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of Committee is placed before the Board for review. The Board Committees can request special invitees to join the meeting, as appropriate. The Company has properly constituted all mandatory committees as the provisions of Companies Act 2013 and Rules made thereunder:

(i) Audit Committee:-

The Company has duly constituted Audit Committee as required under section 177 (1) of Companies Act, 2013.

The composition, quorum, terms of reference, functions, powers, roles and scope of the Audit Committee are in line with the requirements stipulated under the above-mentioned legal and regulatory frameworks. The primary objective of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to monitoring the financial reporting process, reviewing the Company's internal financial control systems, overseeing governance processes, and reviewing statutory and internal audit reports and activities.

The Board affirms that all members of the Audit Committee are financially literate and possess the requisite knowledge in accounting and financial management.

In addition to the Committee members, the Statutory Auditors, Chief Financial Officer, and Internal Auditors are invited to attend Audit Committee Meetings, as and when required. The Company Secretary of the Company acts as the Secretary to the Committee.

The Composition of the Audit Committee as on 31st March, 2026 is as under:

During the year, the Audit Committee was reconstituted from time to time as follows:

*Pursuant to the resignation of Mrs. Mamta Sahu (DIN: 08478154) from the directorship of the Company with effect from 13th May, 2025, Mr. Rajesh Kumar Logre (DIN: 11114712), Non- Executive Independent Director, was inducted as a member of the Audit Committee at the Board Meeting of the Company held on 13th May, 2025. Accordingly, the Audit Committee was reconstituted with effect from the said date. On the same date, the category of Ms. Surabhi Agrawal was changed from Member to Chairperson of the Audit Committee.

Pursuant to the resignation of Mr. Rajesh Kumar Logre from the directorship of the Company with effect from 7th August, 2025, the Audit Committee was further reconstituted with effect from the said date.

**Pursuant to the resignation of Ms. Yashaswi jharbade (DIN: 10844220) from the directorship of the Company with effect from 14th November, 2025, Mr. Anirudha Chauhan (DIN: 09219724), Non-Executive Independent Director, was inducted as a member of the Audit Committee at the Board Meeting of the Company held on 17th November, 2025, pursuant to which the Audit Committee was reconstituted with effect from the said date..

***Further, Mr. Narendra Kumar Maheshwari (DIN: 11607987), Non-Executive Independent Director, was inducted as a member of the Audit Committee at the Board Meeting of the Company held on 17th March, 2026. Accordingly, the Audit Committee was further reconstituted with effect from the said date.

Meetings of Audit Committee:

During the year under review, the Committee held Seven (7) meetings during the financial year 2025-26, on 18.04.2025, 07.07.2025, 06.10.2025, 05.12.2025, 04.03.2026, 17.03.2026 and 30.03.2026.

The details of the attendance of the members at the Committee meetings are set out below

ADROIT INDUSTRIES (INDIA) LIMITED

Regd. Office: Gala no. 02, Building No. A-2, Gr. Floor, Print World Industrial Complex, Survey no. 15/1, Road, Mankoli Vehele, , Village Vehele, Bhiwandi, Thane-421302. Corp Office: Plot no. 99, Smart Industrial Park, Near NATRIP, Pithampur, Dhar-454775 CIN: U74999MH1995PLC084474 Contact No. 91-22-28303415 Email ID: adroit.accounts@groupsignet.com Website: www.adroitindustries.com

*Mrs. Mamta Sahu, Ms Yashasvvi Jharbade and Mr. Rajesh Kumar Logre has resigned from the directorship of the Company w.e.f. 13.05.2025,14.11.2025 and 07.08.2025 respectively.

Furthermore, the details pertaining to the composition of the Committee, terms of reference, powers, duties and responsibilities, as well as meeting and attendance records are duly compiled and maintained by the Company.

Details of establishment of vigil mechanism for directors and employees

In terms of Section 177(9) of the Companies Act, 2013 and the rules framed there under, the Company has adopted a Vigil Mechanism and Whistle Blower Policy in the Board Meeting held on 10 th march, 2026. The policy is aimed at promoting ethical behavior, transparency, and accountability in the conduct of the Company's affairs by upholding the highest standards of professionalism, honesty, integrity, and ethical conduct.

The Vigil Mechanism is applicable to all permanent employees of the Company and provides a framework for reporting concerns about unethical behavior, actual or suspected fraud, or violations of the Company's Code of Conduct and Ethics. The mechanism ensures adequate safeguards against victimization of employees who report such concerns and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

Protected disclosures can be made through various channels, including email, a dedicated telephone line, or by letter addressed to the appropriate authority.

Further, during the financial year 2025-26, no whistle blower complaints were received against any Promoter, Directors, or employees of the Company.

The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company https://adroitindustries.com/Assets/pdf/Vigil Mechanism Whistle Blower Policy for Director s and Employees.pdf

(ii) Nomination & Remuneration Committee:-

The Nomination and Remuneration Committee has been constituted by the Board in accordance with the provisions of Section 178 of the Companies Act, 2013.

The composition, quorum, terms of reference, functions, powers, roles and scope of the Nomination & Remuneration Committee are in line with the requirements stipulated under the above-mentioned legal and regulatory frameworks.

Composition of Nomination and Remuneration Committee:

During the year, the Nomination and Remuneration Committee was reconstituted from time to time as follows:

Pursuant to the resignation of Mrs. Mamta Sahu (DIN: 08478154) from the directorship of the Company with effect from 13th May, 2025, Mr. Rajesh Kumar Logre (DIN: 11114712), Non- Executive Independent Director, was inducted as a member of the Nomination & Remuneration Committee at the Board Meeting of the Company held on 13th May, 2025. Accordingly, the Committee was reconstituted with effect from the said date. On the same date, the category of Ms. Surabhi Agrawal was changed from Member to Chairperson of the Nomination & Remuneration Committee.

Pursuant to the resignation of Mr. Rajesh Kumar Logre from the directorship of the Company with effect from 7th August, 2025, the Committee was further reconstituted with effect from the said date.

**Pursuant to the resignation of Ms. Yashaswi Jharbade (DIN: 10844220) from the directorship of the Company with effect from 14th November, 2025, Mr. Anirudha Chauhan (DIN: 09219724), Non-Executive Independent Director, was inducted as a member and Chairperson of the Nomination & Remuneration Committee at the Board Meeting of the Company held on 17th November, 2025, pursuant to which the Nomination & Remuneration Committee was reconstituted with effect from the said date. On the same date, the category of Ms. Surabhi Agrawal was changed from Chairperson to member of the Nomination & Remuneration Committee.

Further, Mr. Narendra Kumar Maheshwari (DIN: 11607987), Non-Executive Independent Director, was inducted as a member of the Committee at the Board Meeting of the Company held on 17th March, 2026. Accordingly, the Nomination & Remuneration Committee was further reconstituted with effect from the said date.

Meetings of Nomination & Remuneration Committee:

During the year under review, the Committee held six (6) meetings during the financial year 2025-26, on 13.05.2025, 07.08.2025,13.11.2025,12.02.2026,10.03.2026 and 17.03.2026.

The details of the attendance of the members at the Committee meetings are set out below

*Mrs. Mamta Sahu, Ms Yashaswi Jharbade and Mr. Rajesh Kumar Logre has resigned from the directorship of the Company w.e.f. 13.05.2025,14.11.2025 and 07.08.2025 respectively.

Furthermore, the details pertaining to the composition of the Committee, terms of reference, powers, duties and responsibilities, as well as meeting and attendance records are duly compiled and maintained by the Company.

Nomination and Remuneration Policy:

The Board of Directors at its meeting held on 10 th March, 2026, adopted the Nomination and Remuneration policy of the Company. This policy outlines the framework for selection, appointment, evaluation, and remuneration of Directors, KMPs, and Senior Management Personnel, and is available on the website of the Company at the following web link: https://adroitindustries.com/Assets/pdf/Nomination and Remuneration Policy.pdf

(iii) Stakeholder Relationship Committee:-

During the year under review, the Board of Directors, at its meeting held on 18th April, 2025, duly constituted the Stakeholders' Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013.

The primary role of the Stakeholders' Relationship Committee is to address and redress the grievances of shareholders, debenture holders and other security holders, including matters relating to transfer/transmission of securities, non-receipt of annual reports and dividends, issue of duplicate/consolidated certificates and other investor-related matters. The Committee also reviews measures for effective exercise of voting rights, service standards of the Registrar and Share Transfer Agent, reduction of unclaimed dividends and overall improvement in investor services.

The Committee further performs such other functions as may be assigned by the Board or prescribed under applicable laws and regulations.

The Composition of the Stakeholders Relationship Committee is as follows:

During the year, the Stakeholders Relationship Committee was reconstituted from time to time as follows:

* Mr. Rajesh Kumar Logre (DIN: 11114712), Non-Executive Independent Director, was inducted as a member of the Nomination & Remuneration Committee at the Board Meeting of the Company held on 13th May, 2025. Accordingly, the Committee was reconstituted with effect from the said date. Further, on the same date, the designation of Mr. Mukesh Sangla was changed from Chairperson to Member, while the designation of Ms. Surabhi Agrawal was changed from Member to Chairperson of the Stakeholders Relationship Committee.

Pursuant to the resignation of Mr. Rajesh Kumar Logre from the directorship of the Company with effect from 7th August, 2025, the Committee was further reconstituted with effect from the said date.

** Mr. Anirudha Chauhan (DIN: 09219724), Non-Executive Independent Director, was inducted as a member and Chairperson of the Nomination & Remuneration Committee at the Board Meeting of the Company held on 17th November, 2025, pursuant to which the Stakeholders Relationship Committee was reconstituted with effect from the said date.

***Further, Mr. Narendra Kumar Maheshwari (DIN: 11607987), Non-Executive Independent Director, was inducted as a member of the Committee at the Board Meeting of the Company held on 17th March, 2026. Accordingly, the Stakeholders Relationship Committee was further reconstituted with effect from the said date.

Meetings of Stakeholder Relationship Committee:

During the year under review, the Committee held three (3) meetings during the financial year 2025-26, on 15.05.2025,13.08.2025 and 30.03.2026.

The details of the attendance of the members at the Committee meetings are set out below

*Mr. Rajesh Kumar Logre has resigned from the directorship of the Company w.e.f. 07.08.2025.

Furthermore, the details pertaining to the composition of the Committee, terms of reference, powers, duties and responsibilities, as well as meeting and attendance records are duly compiled and maintained by the Company.

(iv) Corporate Social Responsibility Committee:-

During the year under review, the Board of Directors at its meeting held on 17 th November, 2025, duly constituted the Corporate Social Responsibility Committee under the provisions of Section 135 of the Companies Act, 2023.

The power, role and terms of reference of the Corporate Social Responsibility Committee covers the areas as contemplated under Section 135 and Schedule VII of the Companies Act, 2013, based on other terms as defined by the Board of Directors. The minutes of each Corporate Social Responsibility Committee Meeting are placed at the subsequent meeting of the Committee and the Board.

The Composition of the Corporate Social Responsibility Committee is as follows:

Meetings of Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee met once during the financial year 2025-26 on 27th March, 2026. The detail of the members attended is as follows:

The Board of Directors at its meeting held on 10th March, 2026, adopted the Corporate Social Responsibility policy of the Company. The policy is available on the website of the Company at the following web link:

https://adroitindustries.com/Assets/pdf/Policy Corporate Social Responsibility Policv.pdf

13. DISQUALIFICATIONS OF DIRECTORS

During the year the company has received declarations from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

14. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

The independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act, as amended. The independent directors have also confirmed compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required.

The Board of Directors at its meeting held on 10th March, 2026, adopted the terms and conditions of appointment of the Independent Directors. The policy is available on the website of the Company at the following web link: https://adroitindustries.com/Assets/pdf/Policy on Terms of Appointment of Independent Directors.pdf

Also, the Board in its meeting held on the said date, adopted the code of conduct of Independent Director, which is also available at the website of the Company.

During the financial year 2025-26, and in adherence to the Code for Independent Directors outlined in Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on Wednesday, 08th October, 2025 without the presence of Executive Directors or members of management. The Independent Directors, at this meeting: •

• Reviewed the performance of Non-Independent Directors and the Board as a whole,

• Evaluated the performance of the Chairman of the company, taking into account the views of Executive and Non-Executive Directors,

• Assessed the quality, quantity, and timeliness of the flow of information between the Company's management and the Board, and

• Discussed other strategic matters pertaining to the Company's operations and future outlook.

The said meeting was conducted without the presence of any executive or non-executive board members. The requisite quorum was present at the meeting.

In the opinion of the Board, the Independent Directors possess the appropriate balance of expertise, experience, integrity and independence

15. ANNUAL EVALUATION OF PERFORMANCE OF BOARD

The Company, does not fall under the criteria to carry for annual evaluation by the Board of its own performance and that of its committees and individual directors pursuant to Section 134 [3) (p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 although, Directors of the Company are vigilant towards their duties and responsibilities as Director of the Company.

16. MANAGERIAL REMUNERATION

During the year under review, the Managing Director, Mr. Saurabh Sangla, was paid a total remuneration of Rs. 8.40 Millions, as per the limit approved by the shareholders and according to the policy of the Company, approved by the Board of Directors.

Further the Company has paid sitting fees to all Non-Executive Independent Directors who attended meetings during the Financial Year 2025-26.

17. AUDITORS & THEIR REPORTS

(i) STATUTORY AUDITORS

During the year under review, the tenure of M/s SMAK & Co. as Statutory Auditors of the company has completed.

Further As per the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as 'The Act'), the Company at its 31st Annual General Meeting ('AGM') held on 06 th August, 2025m approved the appointment of M/s. Ashok Khasgiwala & Co LLP (Firm Registration No. 00743C) Chartered Accountant, as the Statutory Auditor of the company for a period of 5 (five) Consecutive years commencing from the conclusion of the 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting to be held for the FY 2029-2030.

They have confirmed their eligibility under section 141 of the Companies Act, 2013 to carry out the audit for the FY 2025-26.

Auditors Report

The Auditor's Report, read in conjunction with the notes to the financial statements, considering the principle of the materiality, is self-explanatory and does not call for any further explanation or comments under Section 134(3)(f) of the Companies Act, 2013.

The Auditors' report on the financial statements (Standalone and Consolidated) for the year ended March 31, 2026, does not contain any qualifications, reservations, adverse remarks, or disclaimers.

(ii) SECRETARIAL AUDIT REPORT

The provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the appointment of a Secretarial Auditor and obtaining a Secretarial Audit Report, are not applicable to the Company. Accordingly, the Company is not required to obtain a Secretarial Audit Report for the financial year under review.

(iii) INTERNAL AUDIT & ITS REPORT

The provisions of Section 138 of the Companies Act, 2013, read with the applicable provisions of the Companies (Accounts) Rules, 2014, relating to the appointment of an Internal Auditor, are not applicable to the Company. Accordingly, the Company is not required to appoint an Internal Auditor for the financial year under review.

18. REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

19. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has specified certain class of companies which are required to maintain cost records.

The said provisions are applicable to the Company and, accordingly, the Company has maintained the requisite cost records for the financial year under review in accordance with the applicable provisions.

20. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

Pursuant to the provisions of Section 134(3)(1) of the Companies Act, 2013, the Board of Directors confirms that there have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year (i.e., 31st March, 2026) and the date of this Report.

However, subsequent to the closure of the financial year, the following material developments have taken place:

a) Initial Public Offering:

Pursuant to the filing of the Draft Red Herring Prospectus ('DRHP') in connection with the proposed Initial Public Offering ('IPO') of the Company with the Securities and Exchange Board of India ('SEBI'), BSE Limited and National Stock Exchange of India Limited, the Company received in-principle approvals from BSE Limited and National Stock Exchange of India Limited on July 10, 2026.

Subsequently, the Company received certain queries and requests for clarifications from SEBI, which were duly responded to by the Company within the prescribed timelines. Thereafter, the Company received the final observations from SEBI on August 7, 2026, which, inter alia, contained certain observations and required the inclusion of additional details and disclosures in the Red Herring Prospectus.

The Company is presently in the process of incorporating the requisite changes and additional disclosures and filing the updated DRHP and, as applicable, the Red Herring Prospectus ('RHP') and/or Prospectus in connection with the proposed IPO, in accordance with applicable regulatory requirements.

b) Alteration of Articles of Association:

Subsequent to the end of the financial year, the Company, with the approval of its members at an Extra-Ordinary General Meeting (02/EOGM/2026-27) held on 06 th August, 2026, amended its Articles of Association by inserting a new Article 176 relating to the ' Lock-in of Equity Shares in connection with Initial Public Offering of the Company.'

The amendment provides for the lock-in and non-transferability of equity shares, including shares subject to pledge or freeze/safe balance, in accordance with Regulation 17 of the SEBI ICDR Regulations. It also provides for the continuation of such lock-in upon invocation or release of pledge, for the balance lock-in period, as applicable.

Except as disclosed above, there have been no material changes and commitments as on the date of this report.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, (the Act) your Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act had been followed along with proper explanation relating to material departures, if any.

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

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

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

e) The Company had laid down internal financial controls to be followed and that such internal financial controls are adequate and were operating effectively.

Explanation.- For the purposes of this clause, the term 'internal financial controls' means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information; and

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

22. SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURE

As on 31st March, 2026, your Company has the following Subsidiaries:

Subsequent to the closure of the financial year, the Company incorporated 'Adroit Driveshafts USA LLC', a limited liability company under the laws of the State of Texas, USA, on April 3, 2026. The authorised share capital of Adroit Driveshafts USA LLC comprises 100 shares of common stock, each having a face value of US$10. The Company subscribed to and fully paid for all 100 shares of common stock on July 10, 2026, in compliance with the applicable laws and regulations of the Reserve Bank of India. Accordingly, Adroit Driveshafts USA LLC became a Wholly Owned Subsidiary of the Company.

Except as disclosed above, the Company did not have any other Associates or Joint Ventures as on March 31, 2026.

During the year under review, the Board, at its meeting held on March 17, 2026, identified the following entities as Group Companies for the purpose of disclosure in the Draft Red Herring Prospectus ('DRHP'):

In accordance with the provisions of Section 129(3) read with Section 136 of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company's

Subsidiaries and Associates for the financial year ended 31st March, 2025 in the prescribed format Form AOC-1, forms part of this Report and is annexed herewith as 'Annexure- A'. The said statement provides details on the financial performance and the position of each of the subsidiaries and associate company.

The annual accounts of the Subsidiaries and Associates and other related information shall be made available to any member of the Company on request. These documents are also available for inspection at the registered office of the Company during business hours. Furthermore, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statements, including the Consolidated Financial Statements of the Company along with relevant documents and separate audited accounts in respect of Subsidiaries, are available on the website of the Company at www.adroitindustries.com.

The Policy for determining material subsidiaiy, as approved by the Board of Directors, is also available on the Company's website at:

https://adroitindustries.com/Assets/pdf/Policy for Determination of Material Subsidiaries.pd f

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year ended 31st March, 2026, the Company has duly complied with the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder with respect to loans granted, guarantees provided, and investments made.

Pursuant to Section 186(4) of the Act, read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014, the particulars of loans, advances, guarantees and investments made by the Company during the year are disclosed in the notes to the financial statements. Further, the requisite disclosures in this regard have also been provided in Form AOC-2, which forms part of this Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Board at its meeting held on 10 th March, 2026, adopted a Policy of Related Party Transactions, which outlines the process and manner of dealing with such transactions in compliance with the applicable legal framework. The Policy is available on the Company's website and can be accessed at: https://adroitindustries.com/Assets/pdf/Policv on Related Party Transactions.pdf

All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year, for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length.

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Further your Company has entered into an transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013.

Pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act are provided in Form AOC-2, which forms part of this Annual Report and is annexed as Annexure-B.

However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in are provided in Note No. 39 to the Standalone Financial Statements and Note No. 43 to the Consolidated Financial Statements for the financial year ended March 31, 2026.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the required information relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo is annexed to this Report and forms an integral part of the Annual Report.

The said information is provided in 'Annexure- C' to this Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY STATEMENTS

Your company is of the belief that Corporate Social Responsibility (CSR) is crucial to the advancement of any society. Because of this, it has incorporated corporate social responsibility (CSR) into its ethos and culture.

Your company has established CSR Committee as per the provision of the Companies Act, 2013. Using a project-based approach to all CSR interventions, as described in the CSR Policy, the CSR Committee recommends to the Board CSR initiatives to be carried out by the Company, as listed under Schedule VII of the Companies Act, 2013.

The policy covers matter in the field of promoting education, heath, skill development, sanitation etc. The policy intends to strive for economic development that positively impacts society at large by way of optimum utilization of resources. During the year, the Company spent entire 2% of the average net profits made during the three immediately preceding financial years amounting on CSR activity. The details of the CSR Policy are available on the website (www.adroitindustries.com) of the Company.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility) Rules, 2014, is appended as Annexure-D to this report.

27. POLICIES AND CODES

The Board, at its meeting held on March 10, 2026, approved and adopted various policies and codes in connection with the proposed listing of the Company's Equity Shares through an Initial Public Offering ('IPO') on BSE Limited and National Stock Exchange of India Limited. The said policies and codes are available on the website of the Company i.e. www.adroitindustries.com.

28. AFFIRMAITON ON SECRETARIAL STANDARDS OF ICSI

The Company affirms that, during the financial year under review, it has complied with all the applicable mandatory Secretarial Standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

29. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under employee's stock options scheme pursuant to provisions of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014). Question regarding voting rights not exercised by employee does not arise.

30. DEPOSITS

During the financial year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, the provisions of Chapter V of the Act relating to acceptance of deposits are not applicable to the Company. Consequently, the requirement to furnish details relating to deposits covered under the said Chapter or any non-compliance in relation thereto does not arise.

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

There are no significant material orders passed by the Regulators / Courts/ Tribunals impacting the going concern status of the Company and its future operations.

32. ANNUAL RETURN

The Annual Return for the financial year 2025-26, pursuant to Section 92(3) of the Companies Act, 2013 will be made available on the website of the Company at www.adroitindustries.com

33. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The internal control system with respect to financial statement and there adequacy has been duly taken care by the Board of Directors of the Company. The internal controls exist in the system and that sufficient measures are taken to update the internal control system, as and when needed. The system also ensures that all transaction are appropriately authorised, recorded and reported as and when required.

34. PARTICULARS OF EMPLOYEES

None of the Company's employees drew remuneration exceeding the limits specified under Section 197 of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration) Rules, 2014, during the year under review.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to maintaining a safe and harassment-free workplace for all individuals. Our Prevention of Sexual Harassment Policy aims to create an environment free from discrimination and harassment, providing guidelines for identifying, reporting, and preventing undesirable behaviour. As per the Act, an Internal Complaints Committee has been duly constituted. During the financial year under review, no complaints related to sexual harassment were recorded.

36. HUMAN RESOURCES:

The Company considers its employees as most important resources and asset. The Company follows a policy of building strong teams of talented professionals. The Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset. The Company ensures that safe working conditions are provided in the offices of the Company.

The Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company. The overall industrial relations in the Company have been cordial.

The gender wise details of person employed are as follows:

37. MATERNITY BENEFIT ACT:

The Company confirms compliance with the Maternity Benefit Act, 1961, and has provided statutory benefits to eligible women employees during the year, as applicable.

38. DETAILS OF ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made or any proceedings are pending under the Insolvency and Bankruptcy Code (IBC), 2016.

39. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) of the Companies Act, 2013, regarding the constitution of a Nomination and Remuneration Committee is applicable to the Company. Further the company has also constitute the required committee as per the provision of the act. The details of Committee along with relevant details are provided in this report.

40. RISK MANAGEMENT POLICY OF THE COMPANY:

Risk Management is a systematic process of identifying, assessing, and prioritizing risks, followed by coordinated efforts to minimize, monitor, and mitigate their impact. The Company has established a comprehensive Risk Assessment and Minimization Procedure, which is periodically reviewed by the Board to ensure effective risk management within a well-defined framework. Key risks identified by the Company include business, project execution, operational, financial, human resource, environmental, and statutory compliance risks, and mitigation measures have been formulated accordingly.

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS WITH THE REASON THERE OF.

The Company has not entered into any one-time settlement with any bank or financial institution during the year under review.

42. OTHER DISCLOSURES:

a) During the year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b) During the year under review, the Company has not issued any sweat equity shares.

c) There are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. Further, the Company does not have any scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) Neither theRs.Managing Directorjior_anv other Directors of the Company have received any remuneration or commission from any of the subsidiaries of the Company during the year under review.

e) There was no amount of unpaid or unclaimed dividend and no shares were required to be transferred to the Investor Education and Protection Fund ('IEPF') during the year under review.

43. ACKNOWLEDGEMENT

The Directors express their appreciation for the sincere cooperation and assistance of the Government Authorities, Bankers, Customers, Suppliers and Business Associates. The Board conveys its deep gratitude and appreciation to all the employees of the Company for their tremendous efforts as well as their exemplary dedication and contribution to the Company's performance. The Directors acknowledge with gratitude the encouragement and support extended by the valued Members.

For & on behalf of Board of Directors of

Adroit Industries (India) Limited