Vegorama Punjabi Angithi Ltd. के निदेशक की रिपोर्ट

We are pleased to present Company''s 04^th Board Report along with the Annual Financial Statements detailing the business
performance and operations of our company. This report also includes a summary of our financial statements for the
financial year ending March 31, 2026.

Company is committed to setting new benchmarks in corporate transparency and accountability. This comprehensive
report is a testament to our dedication to providing a holistic view of our performance, strategy, and impact. Our robust
corporate governance framework reflects our dedication to ethical leadership, compliance, and stakeholder trust.

FINANCIAL HIGHLIGHTS:

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

During the financial year under review, the Company recorded a turnover of ^14,086.87 lakhs as against ^10,130.52 lakhs
in the previous financial year, representing a significant increase in turnover. The Company also recorded a profit of
^1,203.71 lakhs, as compared to a profit of ^818.48 lakhs in the previous financial year.

The management of the Company continues to make sustained efforts to improve the overall performance and profitability
of the Company and remains committed to achieving further growth in the coming years.

The Company has prepared the financial statements in accordance with the generally accepted accounting principles in
India (''Indian GAAP'') to comply in all material respects with the notified Accounting Standards (''AS'') under Section 133 of
the Companies Act, 2013 (''the Act''), read with rule 7 of the Companies (Accounts) Rules, 2014 and the Companies
(Accounting Standards) Amendment Rules, 2021 and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”).

OVERVIEW & STATE OF COMPANY''S AFFAIRS

Initially, we operated as a cloud kitchen and takeaway service provider, focusing on delivering high-quality vegetarian
North Indian and other cuisines directly to customers'' homes. By 2020, we established ourselves as one of the prominent
players in the cloud kitchen segment, successfully fulfilling thousands of orders across multiple outlets. In 2021, we
expanded our operations by including "corporate thali services” targeting bulk orders from the corporates. This marked
our entry into institutional catering, diversifying our revenue streams beyond the traditional cloud kitchen and takeaway
model. Further in 2022, after shifting our business model from a HUF Firm to a Private Limited Company, we also
introduced compact catering solutions for smaller events such as "office parties, team lunches, and home gatherings”,
offering flexibility and affordability while further expanding our reach in the catering market.

Finally, in 2024, we opened our first fine dining restaurant, offering a premium dining experience with varied dishes,
elegant presentation, and impressive ambience. The fine dining model allowed our brand to tap into an upscale customer
demographic providing an immersive dining experience that showcases Vegorama Punjabi Angithi''s rich heritage.

We are committed to delivering high-quality, flavor-full and affordable multi-cuisine food, ensuring an authentic and
immersive dining experience while maintaining operational efficiency and customer satisfaction. Our core values revolve
around authentic taste, quality, and affordability ensuring that every customer enjoys a memorable meal. With its unique
recipe blend, operational efficiency and customer-centric approach, we are well-positioned for continued growth and
success in the competitive Indian food industry. The brand''s future strategies focus on expanding its fine dining and
corporate catering services, leveraging digital transformation through online platforms to expand customer base and
provide home delivery services, and entering new markets to further solidify its position as a key player in the industry.

TRANSFER TO RESERVES

During the FY 2025-26, the Board has not proposed to transfer any amount to the General Reserves as maintained by the
Company. Further, the details of transfers, to other reserves, if any, are disclosed in Note No.3 to the financial statements
forming part of this Annual Report.

CHANGE IN SHARE CAPITAL STRUCTUREAuthorized Share Capital

During the financial year under review, the Authorised Share Capital of the Company was increased. Accordingly, as at
March 31, 2026, the Authorised Share Capital of the Company stood increased to ^ 25,00,00,000 (Rupees Twenty-Five
Crores Only), divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of ^ 10/- (Rupees Ten Only) each.

Issued, Subscribed and Paid-up Share Capital

As on March 31, 2026, the paid-up Share Capital of the Company stands at ^ 12,62,37,940 (Rupees Twelve Crore Sixty-Two
Lakh Thirty-Seven Thousand Nine Hundred Forty only), divided into 1,26,23,794 Equity Shares of ^10/- each.

During the FY 2025-26, Company''s share capital increased pursuant to the Bonus Issue. The movement in the Issued,
Subscribed and Paid-up Share Capital during the year is set out below:

DIVIDEND

After careful consideration of the Company''s financial position, future growth plans, and long-term strategic objectives,
the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

The Board believes that retaining the profits and reinvesting them in the Company''s business will strengthen its financial
position, enhance operational capabilities, support future growth initiatives, and create a stronger reserve base. This

prudent approach is intended to improve the Company''s long-term competitiveness and maximize sustainable value
creation for all shareholders.

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of
the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

During the reporting year under review, the Company successfully completed its Initial Public Offer ("IPO” or "Issue” or
"Offer”) of 49,84,000 Equity Shares of face value of ^10/- each at an issue price of ^77/- per Equity Share (including a share
premium of ^67/- per Equity Share), aggregating to ^3,837.68 Lakhs.

The Issue comprised a Fresh Issue of 39,87,200 Equity Shares, aggregating to ^3,070.14 Lakhs, and an Offer for Sale of
9,96,800 Equity Shares, aggregating to ^767.54 Lakhs. The IPO was open for subscription from Tuesday, May 19, 2026 to
Friday, May 22, 2026, including the Anchor Portion Issue Opening/Closing Date. The Equity Shares of the Company were
subsequently listed on the SME Platform of BSE Limited on May 27, 2026.

The Issue was managed by the Book Running Lead Manager, Corporate Makers Capital Limited. Pursuant to the Fresh Issue,
the paid-up equity shares capital of the Company increased from ^1,262.38 Lakhs, comprising 1,26,23,794 Equity Shares
of face value of ^10/- each, to ^1,661.10 Lakhs, comprising 1,66,10,994 Equity Shares of face value of ^10/- each.

The Equity Shares of the Company are listed on the SME Platform of BSE Limited under BSE Scrip Code: 544765, Symbol:
VAPL and ISIN: INE1L3801017.

Except for the above, there were no material changes or commitments affecting the financial position of the Company
between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT-
2013

The particulars of loans, guarantees, investments and other transactions covered under Section 186 of the Act and Schedule
V of the SEBI Listing Regulations are disclosed in Note 9 to the financial statements of the Company, forming part of this
Annual Report.

These disclosures ensure that stakeholders have a clear understanding of the Company''s financial commitments. We
encourage stakeholders to refer to the Financial Statements for a detailed overview, reinforcing our commitment to
regulatory compliance and accountability.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has adopted a Policy on Related Party Transactions ("RPT Policy”) in compliance with Regulation 23 of the
SEBI Listing Regulations, which is available on the website of the Company at
https://drive.google.com/drive/folders/1RI9bvgiqiDglEmmbqQswVZRGdVNoBbhh.

All Related Party Transactions ("RPTs”) entered into by the Company during the financial year 2025-26 were in the
ordinary course of business and carried out on an arm''s length basis, in compliance with the applicable provisions of the
Companies Act, 2013 ("Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations”). During the year under review, the Company entered into related party transactions, the particulars
of which, as required under Section 134(3)(h) of the Act read with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, are disclosed in Form AOC-2, which forms part of this Annual Report as Annexure I to the Board''s
Report.

The details of Related Party Transactions as required under Indian Accounting Standard (Ind AS) 24 are disclosed in Note
No. 30 to the Standalone Financial Statements forming part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies
Act, 2013 that they continue to confirm the criteria of independence laid down in Section 149(6) of the Companies Act,

2013. The Board of Directors are of the opinion that all the Independent Directors meet the criteria regarding integrity,
expertise, experience and proficiency.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs ("IICA").

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are
as under:

(A) Conservation of Energy

(B) Technology Absorption

1. Efforts made towards technology absorption: Nil

2. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

3. In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year)-

4. Expenses incurred on Research and Development

During the period under review particulars regarding expenditures on research and development are as
under:

ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the
Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at
https://drive.google.com/drive/folders/1lDIYwiRMPIA obsU5K5IWTrcXZ1YkXma.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

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 as on 31^st March 2026 and of the profit and loss of the Company for that period;

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

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to the financial statements, which are
commensurate with the size, scale and complexity of its operations. These controls are designed to ensure the orderly and
efficient conduct of the Company''s business, adherence to the Company''s policies and procedures, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation
of reliable financial information.

The internal control systems and procedures are reviewed periodically to assess their effectiveness and efficiency. The
Company has established appropriate checks and balances to ensure that transactions are duly authorised, accurately
recorded and appropriately reported. Based on the assessment undertaken during the financial year, the Board is of the
opinion that the Company''s internal financial controls were adequate and operating effectively during the year under
review.

MANAGEMENT DETAILS/ INFORMATION

The Board of Directors of the Company comprises individuals with extensive global experience, strong financial acumen,
strategic insight, and exemplary leadership qualities. Their unwavering commitment to the Company''s success is
demonstrated through their active participation and thorough preparation for Board Meetings. The Board conducts a
comprehensive skill assessment to identify the core skills, expertise, and competencies of the Directors, ensuring the
effective functioning of the Company and the continued achievement of its goals. The Company''s Board includes leaders
and visionaries who provide strategic direction and guidance. As of March 31, 2026,

In terms of our Articles of Association, our Company is required to have not less than 3 directors and not more than 15
directors. As on the date of this Prospectus, we have 7 (Seven) Directors comprising 1 (one) Managing Director and
Chairman, 1 (One) Executive Director, 1 (One) Women Director, 4 (four) Non-Executive Independent Directors. Out of 7
Directors, one Director is Women Director on our Board. The present composition of our Board and its committees is in
accordance with the corporate governance requirements provided under the Companies Act 2013 and the SEBI (LODR)
Regulations.

None of the Directors of the Company was disqualified from being appointed or continuing as a Director under the
provisions of Section 164(2) of the Companies Act, 2013. The Directors have also made the necessary disclosures as
required under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations

As on 31st March 2026, the composition of the Board of Directors was as follows:

CHANGES IN THE BOARD OF DIRECTORS

During the year under review, Mr. Vimal Bhatnagar, Mr. Sita Ram Shukla, Mr. Shaleen Khurana and Mr. Babu Ram Somani
were appointed as Non-Executive Independent Directors of the Company with effect from May 19, 2025.

KEY MANAGERIAL PERSON OF THE COMPANY

Pursuant to the provisions of section 2(51) and 203 of the Act, the following were the Key Managerial Personnel of the
Company as on March 31, 2026:

CHANGES IN THE KEY MANAGERIAL PERSON

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

Mr. Virender Kumar Malik was appointed as the Chief Financial Officer of the Company with effect from June 01, 2025.
Further, Mrs. Yashi Goyal was appointed as the Company Secretary & Compliance Officer of the Company with effect from
February 01, 2026, to fill the casual vacancy caused by the resignation of Ms. Karuna Sharma, who resigned from the office
of Company Secretary & Compliance Officer with effect from January 31, 2026.

Subsequent to the close of the financial year, Mrs. Yashi Goyal resigned from the position of Company Secretary &
Compliance Officer of the Company with effect from July 13, 2026. The Board places on record its sincere appreciation for

the valuable services and contribution rendered by Mrs. Yashi Goyal during her tenure with the Company and wishes her
success in her future endeavours.

RE-APPOINTMENT AT THE ENSURING AGM RETIREMENT OF DIRECTOR BY ROTATION

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Deepak Chadha
(DIN: 09554532), Whole-Time Director, retires by rotation at the ensuing AGM and, being eligible, has offered himself for
re-appointment. Based on the recommendation of the Nomination and Remuneration Committee and considering his
performance, leadership qualities, industry expertise, and significant contribution to the growth and development of the
Company, the Board recommends his reappointment of Mr. Deepak Chadha as Director, liable to retire by rotation.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

In compliance with Section 197(12) of the Companies Act, 2013, and Rules 5(1) to (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Annual Report includes detailed disclosures on managerial
remuneration and employee compensation, presented in Annexure II.

MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors met 24 (Twenty-Four) times. The meetings were conducted in
compliance with the provisions of the Companies Act, 2013 and Secretarial Standard-1 (SS-1) issued by the Institute of
Company Secretaries of India.

During the period under review, the meetings were held on 07-04-2025, 10-04-2025, 25-04-2025, 29-04-2025, 13-05¬
2025. 14-05-2025, 16-05-2025, 19-05-2025, 20-05-2025, 27-05-2025, 29-05-2025, 30-05-2025, 03-06-2025, 18-06-2025,
16-08-2025, 23-08-2025, 04-09-2025, 26-09-2025, 30-10-2025, 18-11-2025, 31-01-2026, 06-03-2026, 09-03-2026 and
23-03-2026. The maximum gap between two consecutive meetings did not exceed 120 days. The details of the Meetings
are as follows:

(?) Present (--) Leave of Absence
COMMITTEES OF THE BOARD & ITS MEETING

The Board committees play a crucial role in the governance structure of the Company and have been constituted to deal
with specific areas/ activities which concern the Company and need a closer review. The Board committees are set up
under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the
members of the Board, as a part of good governance practice.

All decisions and recommendations of the committees are placed before the Board for information or approval. The
minutes of the meetings of all the committees are placed before the Board for their review.

The Company has currently had 4 (Four) Committees:

a) Audit Committee (AC)

b) Nomination and Remuneration Committee (NRC)

c) Stakeholder''s Relationship Committee (SRC).

d) Corporate Social Responsibility Committee (CSR).

The major terms of reference of the Committees, its composition and number of meetings held during the year ended March
31, 2026 are as follows:

AUDIT COMMITTEE

Your Company has duly constituted Audit Committee with 3 Members in accordance of Section 177 of the Companies Act,
2013. The Composition of the Audit Committee as on 31^st March 2026:

During the financial year 2025-26, the Audit Committee met 05 (Five) times on 29/05/2025, 18/06/2025, 30-01-2026,
05-03-2026 and 09-03-2026 The attendance of members of Committee are as follows:

Further the terms of reference and other details regarding the Audit Committee, stakeholders may access the Company''s
website at the link: https://drive.google.com/drive/folders/1w1McuVKqWDOlRdeuXX7qyt-lrcAvgYMf

NOMINATION AND REMUNERATION COMMITTEE

Your Company has duly constituted Nomination & Remuneration Committee with 3 Members in accordance of Section 179
of the Companies Act, 2013. Composition of Nomination & Remuneration Committee as on 31^st March 2026:

During the financial year 2025-26, the Nomination & Remuneration Committee met 03 (Three) times on 29-05-2025, 27¬
09-2025 and 30-01-2026. The attendance of members of Committee are as follows:

Further the terms of reference and Nomination & Remuneration Policy is updated on the website of the Company i.e. at
https://drive.google.com/drive/folders/1RI9bvgiqiDglEmmbqQswVZRGdVNoBbhh

STAKEHOLDER''S RELATIONSHIP COMMITTEE MEETING

Your Company has duly constituted Stakeholders Relationship Committee with 3 Members in accordance of Section 179
of the Companies Act, 2013. Composition of Stakeholders Relationship Committee as on 31^st March 2026:

During financial year 2025-26 no meeting of Stakeholders Relationship Committee was held.

Further the terms of reference of the Committee and other information, stakeholders may access the Company''s website
at the link: https://drive.google.com/drive/folders/1RI9bvgiqiDglEmmbqQswVZRGdVNoBbhh.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company is deeply committed to inclusive growth and has been actively engaged in holistic community development
since its inception. Our CSR activities are guided by a comprehensive CSR Policy, ensuring a structured and impactful
approach.

The policy details can be accessed on our website at

https://drive.google.com/drive/folders/1RI9bvgiqiDglEmmbqQswVZRGdVNoBbhh.

Your company is required to allocate eligible funds to CSR activities for the financial year 2025-26. The Company is making
arrangements to spend the funds as per the Act and rules made thereunder. A detailed report on CSR activities is annexed
as to Annexure III this report.

Composition of Corporate Social Responsibility Committee as on 31^st March 2026:

During the financial year 2025-26, Corporate Social Responsibility Committee met 01 (One) times on 25/03/2026 and the
attendance of members of Committee are as follows:

INDEPENDENT DIRECTORS MEETING

The Independent Directors played active role in Board as well as committee meetings in which they are members. Keeping
in view the provisions the meeting of Independent Directors held on March 31, 2026, without the presence of Non¬
Independent Directors and members of the Management.

They reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman
of the Company, taking into account the views of Executive Director and Non- Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non¬
Independent Directors and the Chairman.

As per the provisions of the Companies Act, 2013 read with Schedule IV, following are the Independent Directors and their
attendance as follows.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board, based on the recommendations of the
Nomination and Remuneration Committee ("NRC"), has adopted a structured framework for evaluating the performance
of the Board, its Committees, the Chairperson and individual Directors, including Independent Directors. The annual
performance evaluation for the FY 2025-26 was carried out in accordance with the approved evaluation framework.

Evaluation Process

a) The NRC approved a comprehensive evaluation questionnaire covering various aspects relating to the functioning
and effectiveness of the Board, its Committees, Chairman and Individual Directors.

b) The evaluation was conducted using a rating scale ranging from 1 (strongly disagree) to 5 (strongly agree).

c) The Directors completed and submitted their evaluation responses, assessing the performance of the Board, its
Committees, the Chairperson and individual Directors.

Outcome of Evaluation

Based on the performance evaluation carried out during the year, the Board is of the view that it functions effectively and
continues to demonstrate a high level of commitment, engagement and oversight in discharging its responsibilities. The
evaluation indicated that the Board, its committees and individual Directors are performing their respective roles
efficiently and contributing meaningfully to the Company''s governance framework. The Board remains committed to
maintaining high standards of corporate governance and continuously enhancing its effectiveness in line with evolving
business requirements and stakeholder expectations.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION 178

m

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the
Companies Act, 2013.

The Committee has formulated a policy on Director''s appointment and remuneration including recommendation of
remuneration of the key managerial personnel including senior management and other employees, composition and the
criteria for determining qualifications, positive attributes and independence of a director and the policy is available on the
website of the Company i.e. https://drive.google.com/drive/folders/1RI9bvgiqiDglEmmbqQswVZRGdVNoBbhh.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has established
a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and Employees to report genuine concerns.
The vigil mechanism provides for

a) adequate safeguards against victimization of persons who use the vigil mechanism; and

b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in
appropriate or exceptional cases.

No complaint of this nature has been received by the Audit Committee during the year under review.

No person has been denied access to the Chairperson of the Audit Committee. During the financial year 2025-26, no
cases under this mechanism were reported to the Company.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link:
https://drive.google.com/drive/folders/1RI9bvgiqiDglEmmbqQswVZRGdVNoBbhh

AUDITORS & AUDITORS REPORT
STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Statutory
Auditors of the Company, M/s Raj Gupta & Co., Chartered Accountants (FRN: 000203N) were appointed by the members
of the Company in the 2^nd Annual General Meeting (AGM) held on September 30, 2024 for a term of 5 (five) years to hold
office till conclusion of the 8^th AGM of the Company to be held in the year 2028.

The Auditor''s Report on financial statements of the Company for FY 2025-26 forms part of this Annual Report. The reports
are unmodified and do not contain any qualification, reservation, adverse remark or disclaimer of opinion and is self¬
explanatory and therefore, do not call for any further comments from the Board under Section 134(3)(f ) of the Act.

During the FY 2025-26, the Statutory Auditors have not reported any fraud committed against the Company by its officers
or employees as required under Section 143(12) of the Act read with the rules made thereunder.

SECRETARIAL AUDITOR:

As on 31st March 2026, the Company has not triggered the prescribed limits under Section 204 of the Companies Act, 2013
and rules made thereunder for applicability of Secretarial Audit. Accordingly, the requirement for submission of the
Secretarial Audit Report is not applicable for the financial year under review.

COST AUDITOR:

As on 31st March 2026, the Company has not triggered the prescribed limits under Section 148 of the Companies Act, 2013
and rules made thereunder for applicability of Cost Audit. Accordingly, the requirement for submission of the Cost Audit
Report is not applicable for the financial year under review.

INTERNAL AUDITOR

As on 31st March 2025, the Company has not triggered the prescribed limits under Section 138 of the Companies Act, 2013
and rules made thereunder for applicability of internal audit. Accordingly, the requirement for submission of the Internal
Audit Report is not applicable for the financial year under review.

FRAUDS REPORTED BY THE AUDITORS:

During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section
143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no
detail is required to be disclosed under Section 134(3) (ca) of the Companies Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report for FY 2025- 26,
forms part of this Annual Report. We encourage all stakeholders to refer to the MDA Report for a detailed understanding
of our company'' progress, industry positioning, and long-term vision.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
compliance of corporate governance provisions shall not apply to the listed entity which has listed its specified securities
on the SME Exchange.

As the Equity Shares of your Company listed on SME Platform of BSE Limited ("BSE-SME”), therefore the provisions
regarding Corporate Governance are not applicable to your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS AND ACCOUNTING STANDARDS

The Board of Directors affirms that during the Financial Year 2025-26, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to ''Meetings of the
Board of Directors'' and ''General Meetings'' respectively and approved by the Central Government under Section 118(10)
of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also complied the generally
accepted accounting principles in India (''Indian GAAP'') to comply in all material respects with the notified Accounting
Standards (''AS'') under Section 133 of the Companies Act, 2013 (''the Act''), read with rule 7 of the Companies (Accounts)
Rules, 2014

DEVELOPMENT AND IMPLEMENTATION RISK MANAGEMENT POLICY

The provisions relating to the constitution of a Risk Management Committee are not applicable to the Company. However,
the Company has voluntarily adopted a Risk Management Policy to identify, assess, monitor and mitigate various risks that
may adversely impact its business and operations. The Board of Directors periodically reviews the key risks and the
adequacy and effectiveness of the risk mitigation measures to ensure the orderly and efficient conduct of the Company''s
business.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives
of the Company. The object of the Code is to conduct the Company''s business ethically and with responsibility, integrity,
fairness, transparency and honesty. The Code sets out a broad policy for one''s conduct in dealing with the Company, fellow
Directors and with the environment in which the Company operates.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process
ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the
financial year 2025-26.

The details of complaints received or disposed off during the reporting year are as follows:

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all
statutory benefits to eligible women employees during the year.

GENERAL

PUBLIC DEPOSITS: The Company during the FY 2025-26, did not accept any deposits from the public which is falling under
the purview of Chapter V of the Act read with the Rule 8(5)(v) of Companies (Accounts) Rules, 2014.

ONE TIME SETTLEMENT: There was no instance of a one-time settlement entered into by the Company with any Bank or
Financial Institution during the financial year under review.

REVISION IN FINANCIAL STATEMENT: During the period under review, there was no revision in the financial statements.

REMUNERATION AND COMMISSION FROM SUBSIDIARY: During the financial year under review, neither the Managing
Director nor any Whole-time Director of the Company received any remuneration or commission from any of the
Company''s subsidiaries.

CHANGE IN NATURE OF BUSINESS: There was no change in the nature of the business of the Company during FY 2025¬
26.

COST AUDIT AND COST RECORDS: Pursuant to the provisions of Section 148 of the Act read with the applicable rules
made thereunder, the maintenance of cost records and the requirement of cost audit are not applicable to the Company in
respect of its business activities.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): During the financial year under review, there
were no amounts lying unpaid or unclaimed towards dividend or any other amounts required to be transferred to the
Investor Education and Protection Fund ("IEPF”) pursuant to the provisions of Section 125(2) of the Act. Accordingly, no
amount was transferred by the Company to the IEPF during the year under review.

APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: No application
was filed against the Company, nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016, as on
March 31, 2026.

CORPORATE ACTION: During the FY 2025-26, the Company duly complied with all applicable statutory and regulatory
requirements relating to corporate actions. There was no instance of any delay or failure in implementing corporate actions
within the timelines prescribed under the applicable laws, regulations, and listing requirements.

DOWNSTREAM INVESTMENT COMPLIANCE: Pursuant to the applicable provisions of the Foreign Exchange Management
Act, 1999 ("FEMA”) and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 ("NDI Rules”), the
provisions relating to downstream investment are not applicable to the Company. Accordingly, the Company was not
required to obtain any certification or reporting from its Statutory Auditors in this regard during the financial year under
review.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES: During the year under review,
the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms
of the Act and the rules made thereunder.

SIGNIFICANT OR MATERIAL ORDERS: No significant or material orders were passed by the Regulators or Courts or
Tribunals, which impact the going concern status and Company''s operations in future.

EMPLOYEES STOCK OPTION SCHEME (ESOP): During the year under review, the Company has not issued the equity
shares to their employee in terms of the Act and the rules made thereunder.

ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors extends its sincere gratitude for the invaluable guidance and support received from all stakeholders
of the Company. This includes the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the BSE, and
other regulatory authorities. The Board also acknowledges the continued trust and support of our bankers, lenders,
financial institutions, members, National Securities Depository Limited, Central Depository Services (India) Limited, and
customers.

Furthermore, the Directors commend the unwavering commitment demonstrated by all executives, officers, staff, and the
Senior Management team, which has significantly contributed to the Company''s excellent performance during the financial
year.

Date: 05/09/2026 For & on behalf of

Place: New Delhi Vegorama Punjabi angithi Limited

Sd/- Sd/-

Deepak Chadha Subash Chander Chadha

Chairman & Managing Director Director

DIN: 09554532 DIN:09554713