Your Directors have pleasure in presenting the 18^h (Eighteenth) Annual Report on the business operations and financial performance
of Loyal Equipments Limited (“the Company”) together with the Audited Financial Statements of your Company for the financial
year ended March 31, 2025.

1. FINANCIAL RESULTS:

The Company’s financial performance for the year ended March 31, 2025 is summarized as below:

2. OPERATION & REVIEW:

Revenue from the operations of your Company for the year 2024-25 was Rs 7530.01 Lakhs which is 6.32% higher than Rs. 7081.99
Lakhs in the previous year. Profit before Depreciation Interest & Tax for the current year was Rs. 1358.78 Lakhs against the profit
of Rs. 950.44 Lakhs in the previous year. Total Comprehensive Income after tax for the current year at Rs.1066 Lakhs against the
profit of Rs 706.30 Lakhs in the previous year. Detailed report on operations of and structure of Business of the Company has
been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

3. RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and
efficient manner. The Company at regular intervals monitors the financial, operational, legal risk to the Company through
procedures like audit, inspections etc.

There is no risk, which in the opinion of the Board may threaten the existence of the Company. The internal financial controls are
adequate and are monitored at regular intervals.

4. DIVIDEND

The Board of Directors in its meeting held on Friday, May 09, 2025, has recommended to the shareholders a final dividend of Rs.
1/- per equity share for the financial year 2024-25, subject to approval of members at the ensuing 18^th Annual General Meeting.
The final dividend, if declared as above, would entail a total outflow of approx. Rs. 10,79,00,000/.

5. SHARE CAPITAL

a. ) Authorized Capital As on March 31, 2025, The Authorised share capital of the Company was Rs. 1500 Lacs consisting of

150 Lacs equity shares of Rs. 10 each.

b. ) Issued/Subscribed/Paid up Capital:

During the financial year 2024-25, the Company offered, issued and allotted upto 5,90,000 (Five Lakh ninety thousand Only)
Equity Shares having a face value of Re. 10/- (Rupee Ten Only) at an issue price of Rs. 211/- (Rupees Two Hundred and
Eleven Only) per Equity Share [including premium of Rs. 201/- (Rupees Two Hundred and One Only) per Equity Share],
aggregating to Rs. 12,44,90,000/- (Rupees Twelve Crore and forty-four lakhs and ninety thousand Only)) (“Consideration”)
by way of preferential allotment to the Promoters, Promoter Group and Public, in accordance with Chapter V of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘ICDR Regulations’).

Post allotment of the aforesaid shares, the paid-up capital of the Company has increased from Rs.10,20,00,000/- (divided into
1,02,00,000 Equity Share of Rs. 10/- each) to Rs.10,79,00,000/- (divided into 1,07,90,000 Equity Share of Rs. 10/- each).

Further during the year, the Company has not issued any equity share with differential voting rights hence the disclosure under
Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve account during the reporting period.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education
and Protection Fund) as per the provisions of the Companies Act, 2013.

8. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of this Annual Report.

9. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

10. HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence,
capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and
competitive in managing the change constructively for overall growth of the organization. To this end the company’s approach
and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated
participation in organizational development. The Company believes that the success of an organization largely depends on the
quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

11. QUALITY INITIATIVES:

The Company is committed to the highest level of quality and continuous improvement programme are organized at all the level.

12. INFORMATION ABOUT HOLDING / SUBSIDIARIES / ASSOCIATE COMPANY

The Company doesn’t have any Holding, Subsidiary and Associate Company as on March 31, 2025.

13. MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitments 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 relates and the date of the report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Company’s Board of Directors are eminent persons of proven competence and integrity. Besides experience,
strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the
Company and devote adequate time to the meetings and preparation. The Board meets at regular intervals to discuss and decide
on Company / Business policy and strategy apart from other Board business.

The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/Committee
meetings are convened by giving appropriate notice well in advance to help them plan their schedule and ensure meaningful
participation in the meetings.

The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable
them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in
this regard. The Board of Directors of the Company comprises of six Directors, consisting of three Independent Directors and three
Executive Directors including one Whole Time Director (Women Director) & one Managing Director and one Additional Director
as on March 31, 2025 who brings in a wide range of skills and experience to the Board.

The composition of Board of the Company as on March 31, 2025 is as under:

1. Re-appointment of the Directors

• In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company Ms.
Helena Alkeshkumar Patel is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible,
offer herself for re- appointment.

• Mr. Alkesh Rameshchandra Patel, Managing Director of the company whose term is expired on this year is appointed for
next term of five years, subject to the approval of Members at ensuing Annual General Meeting.

2. Appointment/Resignation of the Directors

• The Board of Directors of the Company have appointed Mrs. Hema Maheshkumar Patel (DIN: 10644176) as "Additional
Director" (Executive) with effect from November 02, 2024, till the ensuing Annual General Meeting. Mrs. Hema
Maheshkumar Patel has also been appointed as member of the Corporate Social Responsibility Committee of the Board.
Re-appointment/ Regularisation of Mrs. Hema Maheshkumar Patel as a Whole-Time Director is proposed by Board at
ensuing Annual General Meeting.

• Mrs. Jyotsanaben Rameshchandra Patel (DIN: 01307770) Whole Time Director of the Company has ceased to be a director
of the company due to sudden demise of her on 06^th September 2024.

• Mr. Babubhai Bhulabhai Patel, Mr. Girish Nathubhai Desai and Mr. Kalpesh Lalitchandra Joshi, Independent directors of
the company have completed their second term as an Independent Director of the Company. They have resigned with
effect from September 03, 2025. The Board placed on record its gratitude for the valuable contribution made by them
during their tenure as the Independent Directors of the Company.

• Appointment of Mr. Vikas Sharma, Mr. Pradeep Kumar Agarwal and Mr. Sharad Vyas as additional Director of the
Company with effect from September 03, 2025 by Board of Directors and regularization as independent directors subject
to the approval of Members at ensuing AGM.

All independent Directors have furnished declarations pursuant to Section 149(7) of the Act, affirming their adherence to the
criteria of independence as stipulated under Section 149(6) of the Act.

Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees
meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the
Corporate Governance Report forming part of this report.

Key Managerial Personnel

In terms of the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any amendments thereunder), the Key Managerial Personnel (“KMPs”) of the
Company as on March 31, 2025, are as under:

* The Board of Directors of the Company have appointed Mr. Rishi Roop Kapoor as Chief Executive Officer of the Company
w.e.f. May 06, 2025.

15. NUMBER OF MEETINGS OF THE BOARD

06 (Six) meetings of the board were held during the year. The intervening gap between the said meetings were in accordance with
the provisions of the Act, relevant Rules made thereunder, Secretarial Standards Issued by the Institute of Company Secretaries of
India, and provisions of Listing Regulations. The details of the meetings of the Board of the Company held and attended by the
Directors during the financial year are given in the Corporate Governance Report which forms part of this Annual Report

16. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their
inputs on various aspects of Board/Committee Governance. The evaluation covered functioning and composition of the Board and
its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee
meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning
viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies,
contribution at the meetings etc.

17. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board has, on the
recommendation of the Nomination and Remuneration Committee, framed a policy on appointment of Directors including criteria
for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP
and other senior management has been disclosed in the corporate governance report, which forms part of this report.

18. AUDIT COMMITTEE

During the year under review, the Company constituted the Audit Committee and the primary objective is to monitor and supervise
the financial reporting, to ensure accurate and timely disclosures, transparency, integrity and quality of financial reporting. The
meetings of Audit committee are detailed in Corporate Governance Report annexed with this Report.

19. STAKEHOLDER’S RELATIONSHIP COMMITTEE

Stakeholder's Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act,
2013. The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the
status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.
The meetings of Stakeholder's Relationship Committee are detailed in Corporate Governance Report annexed with this Report.

20. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies
Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of
the committee are Independent Directors. The details regarding composition, terms of references, powers, functions, scope,
meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report. The
meeting of Audit committee is detailed in Corporate Governance Report annexed with this Report.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As required under Section 135 of the Companies Act, 2013, the Company had spent Rs.5,54,000/- (Rupees Five Lakhs Fifty-Four
Thousand only) on Promoting education, including special education and employment enhancing vocation skills especially among
children, women, elderly and the differently abled and livelihood enhancement projects and Supplies participants of Educational
Assistance Program and Alternative Learning System for street children as CSR expenditure for the financial year ended 2024-25.

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year 2024-25 by
Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure-I to this report.

22. STATUTORY AUDITORS

M/s A Y and Company, Chartered Accountants, Jaipur (Registration no. 020829C), re-appointed as the Statutory Auditors of the
Company for a second term of five years in previous Annual General Meeting to hold office from the conclusion of the17th Annual
General Meeting till the conclusion of the 22^nd Annual General Meeting to be held in the FY 2028-29.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Listing Regulations, M/s. MSV & Associates, Practicing Company Secretaries, were appointed as the
Secretarial Auditor of the Company for the Financial Year 2024-25. The Secretarial Audit Report in Form MR-3, for the Financial
Year 2024-25, is set out in ‘Annexure - IV’ to this report. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

Furthermore, upon the recommendation of the Audit Committee, the Board of Directors in its meeting held on September 03,
2025, appointed M/s. MSV & Associates, Company Secretaries, as the Secretarial Auditors of the Company to hold office for a
term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to the approval of

shareholders, at the ensuing 18^th Annual General Meeting, in terms of the Listing Regulations read with SEBI Circulars, Section
204 of the Act and Rules thereunder.

24. INTERNAL AUDITORS

Your Company has appointed J.M Patel & Bros, Chartered Accountant as Internal Auditor in the Board Meeting held on September
03, 2025 for the financial year 2025-26. During the year the company continued to implement their suggestion and
recommendations to improve the control environment. Their scope of work includes review of process for safeguarding of assets
of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditor’s findings are discussed with the process owners and suitable corrective actions taken as per
the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

25. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn’t fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain
cost records as specified by the Central Government.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014, as on March 31, 2025, are set out in the Financial Statements of the Company.

27. VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange
Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy
with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the
workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or
ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against
victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the
Audit Committee in exceptional cases. The Policy is available on the Company’s website at https://www.loyalequipments.com

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company formulated an Policy on Prevention of Sexual Harassment at
Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints
Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of
Sexual Harassment during the year under review and no complaint was pending as of 31st March, 2025.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2024-25,
pertaining to incidents under the above framework/ law are as follows:

29. TRANSACTIONS WITH RELATED PARTIES

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course
of business and on an arm’s length basis.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained
for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and
are at arm’s length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish
compliance with the requirements of Related Party Transactions under the Act and SEBI (Lis ting Obligations and Disclosure
Requirements) Regulations, 2015.

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of the Companies Act, 2013, details of transaction for the
year under review are given in Form AOC-2 as Annexure-III to this report and in the section on Related Party Transactions in
Corporate Governance Report.

30. ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on
March 31, 2025 is available on website of the Company and can be viewed at http://www.loyalequipments.com . By virtue of
amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form
MGT-9) as part of the Board’s report.

31. CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with
our stakeholders. Our board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain
the best practices in Corporate Governance. Also endeavour to enhance long term shareholder value and respect minority rights in
all our business decisions. The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this
Annual Report.

A Certificate from the MD and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the
Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters
to the Audit Committee, is also forming part of this Annual Report.

32. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules 2014 in respect of employees of the Company will be provide upon request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto excluding the information on employee’s
particulars which is available for inspection by members at the registered office of the Company during the business hours on all
working days of the Company up to the date of ensuing Annual General Meeting of the Company. If any member is interested in
inspection the same, the member may write to the Company Secretary in advance.

33. DEPOSITS FROM PUBLIC

During the financial year ended March 31, 2025, the Company has not accepted deposits from the public falling within the ambit
of Section 73 and 74 of the Companies Act, 2013 and the Rules framed there under and hence no amount on account of principal
or interest on public deposits was outstanding as on the date of the Balance Sheet.

34. DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) in the preparation of the annual financial statements, applicable accounting standards have been followed and there are no
material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit
of the company for the year ended on that date;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating
effectively.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as
“Annexure - II”.

36. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has 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 boards report.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THEGOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern
status and the Company’ future operations

38. MATERIAL CHANGES AND COMMITMENT, 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 STATEMENT RELATED AND THE DATE OF REPORT

There are no Material changes and commitments in the business operations of the Company from the financial year ended March
31, 2025 to the date of signing of the Boards Report.

39. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory
secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.
The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board
and General Meetings.

40. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE UNDER REGULATIONS
32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Pursuant to Regulation 32(1 )(a) and 32(1)(b) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Company hereby states that:

• There was no deviation(s) in the utilization of preferential issue proceeds from the objects as stated in the Offer Letter
dated October 22, 2024

• There has been no variation(s) in the use of proceeds from the objects stated in the Offer Letter dated October 22, 2024

41. PREVENTION OF INSIDER TRADING

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays
down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of
the same is available on the website of the Company at the www.loyalequipments.com

42. ‘THINK GREEN, GO GREEN’ INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other
documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative’ of Ministry of
Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to those shareholders whose email ids
were already registered with the respective Depository Participants (DPs) and who have not opted for receiving such documents
in physical form.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the
Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective member and take
part in the Green Initiative of the Company, for receiving electronic communications and support the “THINK GREEN,
GO GREEN” initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes
electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-
voting are provided in the Notice of AGM.

43. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the
meaning of the explanation to Section 134(5)(e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014.
The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and
compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating
functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal
audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.
Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with
the size, scale and complexity of its operations.

44. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the Nomination and
Remuneration Committee (“NRC”) has formulated the criteria for determining qualifications, positive attributes and independence
of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also
ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high
standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the
respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act,
the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

45. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms its adherence to the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. We are
committed to upholding the rights and welfare of our women employees by ensuring compliance with all applicable statutory
obligations related to maternity benefits, including paid maternity leave, nursing breaks, and protection from dismissal during
maternity leave.

46. CAUTIONARY NOTE

Statements in this Board’s Report and Management Discussion and Analysis describing the Company’s objectives, projections,
estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference
to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s
principle markets, changes in Government regulations, T ax regimes, economic developments in the Country and other ancillary
factors.

47. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES
(ACCEPTANCE OF DEPOSITS) RULES 2014

During the period Company has not accepted loan/borrowing from its director.

48. OTHER DISCLOSURES

The Board state that no disclosure or reporting is required in respect of the following items as there were no transactions on these
items during the year under review:

a) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.

b) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including
sweat equity shares) to employees of the Company under any scheme;

c) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under
the scheme of employee stock option;

d) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial year is not applicable; and

e) During the year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

f) There was no revision of financial statements and Board’s Report of the Company during the year under review.

g) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.

h) Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by
trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made.

i) The Company designate Mr. Alkesh Rameshchandra Patel, Managing Director of the Company for providing information to
Registrar with respect to beneficial interest in shares pursuant to Rule 9(4) and (7) of the Companies (Management and
Administration) Rules,2014.

49. ACKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.
We place on record our appreciation of the contribution made by employees at all levels.

For and on behalf of the Board
Loyal Equipments Limited

Sd/- Sd/-

Helena Aleshkumar Patel Alkesh Rameshchandra Patel

Whole Time Director Chairman & Managing Director

DIN - 09296895 DIN -02672297

Date: September 03, 2025
Place: Dahegam, Gujarat