Directors Report of Adroit Industries (India) Ltd.

Your Board of Directors (''the Board'') takes pleasure in presenting the 32^nd Annual Report of
Adroit Industries (India) Limited (‘the Company’) together with the audited financial
statements for the financial year ended March 31,2026:

1. FINANCIAL SUMMARY/HIGH LIGHTS

The summary of the Standalone and Consolidated performances for the year 2025-26 are
summarized as under:

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 ? 501.75 Million as against * 534.29 Million in
the previous year. The Profit before Tax amounted to ? 42.93 Million as against t 51.90 Million
in the previous year. The Net Profit for the year amounted to * 31.43 Million as against * 35.78
Million reported in the previous year.

Consolidated Financial Performance:

At the Consolidated level, the total income amounted to t1,430.39 million as against 11,366.10
million in the previous year. The Consolidated Profit before Tax amounted to ^329.03 million as
against *228.24 million in the previous year. The Consolidated Net Profit after Tax amounted
to *261.58 million as against *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
THECOMPANY

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.

v 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.4

The proposed IPO 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 SEB1.

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:

r L''.''f Reclassification of Authorised Share Capital: The Authorised Share Capital of the
> Company comprising 2,50,00,000 (Two Crore Fifty Lakh) equity shares of * 10 each and
20,00,000 (Twenty Lakh) preference shares of *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 *10 each, pursuant to the approval of the Members at the Extra-Ordinary
General Meeting held on 29* December 2025.

ii. Increase in Authorised Share Capital: The Authorised Share Capital of the Company was
subsequently increased from *27,00,00,000/- (Rupees Twenty-Seven Crores only) to
*50,00,00,000 (Rupees Fifty Crores only), comprising 5,00,00,000 (Five Crores) equity
shares of *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 folly paid-up bonus
equity shares in the ratio of 1:1, i.e_N one folly paid-up equity share of *10 each for every
one folly paid-up equity share of *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* March, 2026, stands at
*50,00,00,000/- (Rupees Fifty Crores only), divided into 5,00.00,000 (Five Crore) equity
shares of *10/- (Rupees Ten only) each.

• The Issued, Subscribed and Paid-up Equity Share Capital of the Company, as on 31
March 2026, stands at *34,91,13,400/- (Rupees Thirty-Four Crores Ninety-One Lakhs
Thirteen Thousand Four Hundred only), divided into 3,49,11340 (Three Crore Forty-
Nine Lakh Eleven Thousand Three Hundred and Forty) equity shares of *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 *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 hi physical form.

- ''¦ 1 . . '' - • •¦7*5. ¦¦ i: - • *- rf

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, 45201S to Plot No. 99, Smart
Industrial Park, Near Natrip, Plthampur Dlst- 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* December. 2025:

"Plot No. 99, Smart Industrial Park, Near NATRIP, Plthampur, 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* 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* 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* )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* 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* 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* November, 2030 (both Inclusive)], w.e.f
Special resolution passed at the Extra-Ordinary General Meeting of the Company held on 09*
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* March, 2031 (both Inclusive)], w.e.f Special
resolution passed at the Extra-Ordinary General Meeting of the Company held on 18* 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* ]une, 2026 to 17* June, 2031
(both days inclusive).

The reappointment was approved by the Members through a Special Resolution passed at the
Extra-Ordinary General Meeting ofthe Company held on 25* 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 32Annual 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* 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*** 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^s* 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 twenty two (22) 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, 09.07.2025. 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,

12.02.2026, 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* 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 Comwilttee;-

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.

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

•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.

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 die Company
https://adroitindustries.com/Assets/pdf/Vigil Mechanism Whistle Blower Policy for Director
s and Empiovees.pdf

(ii) Nomination ft 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 Nominating andKenumeration 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
j. Director, was inducted as a member of the Committee at the Board Meeting of the Company held
''.''-Vv 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 ,tj<»cords are duly
compiled and maintained by the Company. ,1 ,_a; ^

Nomination and Remuneration Policy: , ^ _;£j £_C!rnuy

The Board of Directors at its meeting held on 10^th March, 2026,.ftd.pp5£d ^.Nomination and
Remuneration policy qf. the Company. This policy outlines the jfr^mewx^k for selection,
appointment, evaluation, and remuneration of Directors, KMP^; ajid ^e^ior Management
Personnel, and is available on the website of the Company at the fr>y}$jjhjj nk:
https://adrPitindusU:ie2,coin/Ass£ts/pdf/M.Qinination and KemutWfldftn ,p^cy,pdf

(Ui) Stakeholder Relationship Committee:- . _i(._r Reia^onst.

During the year under review, the Board of Directors, at its meetinija^ld on^Bth April, 202S,
duly constituted the Stakeholders'' Relationship Committee in accordan^ provisions of

Section 178 of the Companies Act, 2013. „ “ . , ;_ie Companies •

The primary role of (the Stakeholders'' Relationship Committee i^^pd^ess^d redress the
grievances of shareholders, debenture holders and other secur^-hpjders^ngjpding matters
relating to transfer/transmissi.o n of securities, non-receipt of ar^ya|.fgpp$£,$nd dividends,
issue of duplicate/copsolidated certificates and other investor-re^t^^n^tt^. The Committee
also reviews measures fqr.effectiye exercise of voting rights, servj^sj^ndgrcj^pf the Registrar
and Share Transfer Agent,, , reduction of unclaimed dividends aqd x^er^ improvement in j
investor services. , , , • .,

The Committee further, perfc^mp r;uch other functions.as nny be assigned:^ t|ie Board or .
prescribed under applicable.layvs and regulations. i ;.''.-er applicablefcn.f r ‘

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 iqdqcted ,
as a member of the Stakeholders Relationship 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 froqi •
Chairperson to Member, while the designation of Ms. Surabhi Agrajval was changed from _r
Member to Chairperson of the Stakeholders Relationship Committee. . < p •"

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 oftheCompany yy.ej. 07,08^025,

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* 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/Policv 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

: Tbs independent directors have submitted their declaration of independence, as required under
section 149(7) of the Act stating that they.roeet the criteria of independence a,s provided ip
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/pdfTPo 1 icv 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 Non¬
Independent Directors and 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 .

. . 3a v . .

During the year under review, the Managing Director, Mr. Saurabh Sangia, 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* August, 2025, 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 Genera]
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.

00 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.

(Hi) 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)(l) 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 die 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.

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, 2026, the
applicable accounting standards read with requirements set out under Schedule III to the

ro Act harf been followed along with proper explanation-relating to materia) departures, if any. ,

• .V; ( n I; Mr* '' ,• - . r • ? •• r 1; **- -i- *0 ?• •• l‘ | * • V ,4^

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, die 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 Grow Companies for the purpose of disclosure in the Draft Red Herring
Prospectus (''DRHP''J: . '' _r

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 subsidiary, as approved by the Board of Directors, is also
available on the Company''s website at:

https://adrpitiDdU5tries.CQin/As5ets/pdf/PQlicv 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* 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/Ddf/PQlicv on Related Party Transactions-pdf

All Related Party Transactions are placed before the Audit Committee for review and approval
ofthe 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 I34(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) ofthe 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 die 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. AFFIRMATION 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.

f rf.v II ’/¦. l'',*;** v «».<» « *

34. PARTICULARS OF EMPLOYEES i

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 ended 31st March, 2026, the Company did not receive any complaint
relating to sexual harassment at the workplace.

The Company continues to remain committed to maintaining a workplace that is safe, dignified,
inclusive, and free from sexual harassment, in accordance with applicable law and its values of
integrity, respect and professionalism.

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.

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.

• 3 - v.ii’t !• Vi.-.’ • ’* Vtitj ''if''* ‘ J. »• *, ♦. I .HU*

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 the Managing Director nor any 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.