Advik Capital Ltd Directors Report

Dear Shareholders,

The Directors present this 41^st Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2026.

FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31, 2026, is tabulated below:

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Net Sales /Income from Business Operations	428.11	2306.96	136.55	2871.57
Other Income	14.78	58.17	155.82	58.42
Total Income	442.89	2365.13	292.36	2929.99
Finance Cost	1443.11	1063.08	1379.49	1079.62
Provision for impairment on financial Instruments	1286.82	206.37	1286.82	206.37
Loss in fair value Measurement	-	-	-	-
Purchase of Stock in trade	-	-	-	-
Cost of Material Consumed	-	-	-	12.55
Changes in Inventories and stock in trade	-	-	-	0.56
Employee Benefit Expense	72.94	75.52	86.81	89.49
Depreciation and Amortization Expense	59.68	75.73	59.68	80.93
Other Expenses	153.95	253.02	408.93	391.78
Total Expenses	3016.50	1673.72	3221.75	1861.30
Profit before Exceptional items	(2573.61)	691.40	(2929.38)	1068.69
Add: Exceptional items	-	-	-	-
Net Profit/ (Loss) Before Tax	(2573.61)	691.40	(2929.38)	1068.69
Less: Current Tax	-	250.28	55.34	330.78
Less: Deferred Tax liability/assets)	(655.95)	(98.65)	(762.20)	(85.42)
Less: Previous Year Tax	(46.15)	-	(15.52)	-
Profit / (Loss) for the Period	(1871.51)	539.77	(2207.00)	823.33
Other Comprehensive Income/(loss)
(A) items that will not be re-classified to profit	8 . 1 3	8.96	8.13	8.96
& loss (net of tax effect)
(B) Income Tax effect on herein above (net of tax effect)	(2.05)	(2.25)	(2.05)	(2.25)
Total other Comprehensive Income	6.07	6.70	6.08	6.70
Total Comprehensive Income/(Loss) for the period	(1865.43)	546.47	(2200.92)	830.03
Profit attributable to Equity Holders of the Parent	-	-	-	840.27
Profit attributable to Equity Holders to Non-	-	-	-	(16.94)
Controlling Interest
Basic EPS	(0.31)	0.11	(0.36)	0.17

During the year under review, the Company recorded a turnover of Rs.428.11 Lakhs, as against Rs.2,306.96 Lakhs in the previous financial year. The Company incurred a loss of Rs. 1,871.51 Lakhs during the financial year ended March 31, 2026, as compared to a profit of Rs.539.77 Lakhs in the previous financial year.

On a consolidated basis, the Company recorded income from business operations of Rs. 136.55 Lakhs during the financial year 2025-26, as compared to Rs.2,871.57 Lakhs in the previous financial year. The consolidated financial statements reflect a loss of Rs.2,207.00 Lakhs for the financial year 2025-26, as compared to a profit of Rs.823.33 Lakhs in the previous financial year.

BUSINESS OVERVIEW

Your Company is currently engaged in NBFC and Financial activities. The Company intends to continue focusing on NBFC activities including financing, Inter- corporate Investments & Capital Market activities. The Company continues to enhance its business operations by ensuring that our network of customers increases through our marketing efforts.

We intend to remain diversified in our loan book by strategically focusing on adjacent high growth and profitable lending businesses and further expand our lending and other businesses. We intend to continue to focus on developing a diversified funding model to achieve optimal cost of funds while balancing liquidity and concentration risks. As our cost of borrowings is determined by our financial discipline and business performance, we intend to source funding at competitive rates. In particular, with respect to our credit business, a decrease in the cost of borrowings will enable us to price our products in a more competitive manner. We intend to further diversify and strengthen our profile, strategically adding additional funding resources.

We intend to continue to grow our loan portfolio by expanding our network through the addition of new branches. A good reach to customers is very important in our business. Increased revenue, profitability and visibility are the factors that drive the branch network. Our strategy for branch expansion includes further strengthening our presence in various parts of India by providing higher accessibility to customers.

TRANSFER TO RESERVE

Under section 45-IC (1) of Reserve Bank of India (RBI) Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has not transferred any sum to its reserve fund as the company has suffered loss during the FY 2025-26. Further the company is complying with all the Reserve Bank of India guidelines as issued from time to time related to provisioning and reserves.

DIVIDEND

In order to conserve the resources of the Company and strengthen its financial position, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

SHARE CAPITAL

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs.125,00,00,000, comprising 125,00,00,000 Equity Shares of Rs.1/- (Rupee One) each.

During the financial year 2025-26, with a view to augmenting the long-term financial resources of the Company and to meet its future capital requirements, the Members of the Company, by way of an Ordinary Resolution passed through Postal Ballot on December 31, 2025, approved the increase in the Authorized Share Capital of the Company from Rs.75,00,00,000, comprising 75,00,00,000 Equity Shares of Rs.1 each, to Rs.125,00,00,000, comprising 125,00,00,000 Equity Shares of Rs.1 each. The requisite filing with the Registrar of Companies/Ministry of Corporate Affairs in respect of the increase in Authorized Share Capital is pending as on the date of this Report.

As on March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs.60,85,20,425, comprising 60,85,20,425 fully paid-up Equity Shares of Rs.1 each.

DEPOSITS

During the period under review the Company has not accepted any public deposits and therefore no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

In addition to the above, the Company is registered as a Non-Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act, 1934, the Company cannot accept deposits from public, which is compiled by the Company during the Financial Year.

Further, the Directors of the company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being a Non-Banking Financial Company ("NBFC") registered with the Reserve Bank of India ("RBI") and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report. However, the particulars of loans, investments and guarantees are provided in the notes to Financial Statements.

SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, "Advikca Finvest Limited" is a wholly owned subsidiary of your Company. Apart from this there are no other Associate or Joint Venture Company.

The Annual Report of the Subsidiary Company will be made available for inspection by the Members of the Company at the Registered Office of the Subsidiary Company and at the Registered Office of your Company between 11:00 A.M. to 1:00 P.M. on any working day. Audited Financial Statements of the Subsidiary Companies are also available on the website of the Company and shall also be provided to the members of the Company upon receipt of written requests from them.

During the year, the Board of Directors reviewed the affairs of the subsidiary Company and pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company has been annexed to the Annual Report which reflects the performance and financial position of the subsidiary Company.

Further a statement containing salient features of the Financial Statements of the aforesaid Subsidiary Company has been provided in Form No. AOC-1 and included in this Annual Report.

Material Subsidiary

During the year under review, the Companys subsidiary ‘Advikca Finvest Limited has become a "Material Subsidiary" in terms of the applicable provisions of the Companies Act, 2013 and Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). Accordingly, the Company has undertaken the necessary assessment and ensure compliance with all applicable provisions relating to material subsidiaries, including the requisite governance, disclosure, reporting, and oversight requirements under the Companies Act, 2013 and SEBI LODR Regulations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been 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, except Rights Issue of Fully Paid-up Equity Shares

The Board of Directors, at its meeting held on April 09, 2026, approved the proposal for raising funds by way of a Rights Issue of fully paid-up equity shares for an amount not exceeding Rs.100 Crore (Rupees One Hundred Crore). The Company subsequently obtained in-principle approval from BSE Limited on May 08, 2026, in connection with the proposed Rights Issue.

WEB ADDRESS FOR ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available on the website of the Company under the "Investor Zone" section.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of the Directors Report.

CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principles of fair and transparent disclosures, equity, accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report.

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by M/s. Shubhangi Agarwal & Associates, Practicing Company Secretaries, New Delhi is also annexed to the said report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of provisions of section 177 of the Companies Act, 2013 and rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated.

Accordingly, the Board of Directors has formulated and adopted a Whistle Blower Policy and uploaded on the website of the Company. During the year under review, there has been no incidence reported which requires action by the Board or Committee.

BOARD OF DIRECTORS

The Board of Directors provides a blueprint for the success of any organization; it plans and implements various strategies to grow not only in number but in value and cater to its stakeholders.

Your Companys Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises Six Directors. Amongst the directors, three are Executive, and three are Non-Executive Independent Directors including two Women Independent Directors on the Board.

On the recommendations of the Nomination and Remuneration Committee the following change took place in the composition of the Board of Directors:

DIN	Name	Designation	Change
1. 10009156	Mr. Mukesh Kumar Puniani	Non-Executive, Independent Director	Appointment (w.e.f., October 15, 2025)

During the financial year under review, Mr. Mukesh Kumar Puniani appointed as designation of NonExecutive, Independent Director of the Company w.e.f., October 15, 2025.

The latest composition of Directors as on the date of this report is set out in the table below:

Name of Directors	Designation
Mr. Vikas Garg	Executive Director and Promoter
Mr. Narendra Kumar Singhal	Whole-Time Director & CEO
Mr. Pankaj	Whole-time Director & CFO
Ms. Sony Kumari	Non-Executive, Independent Director
Ms. Swati Gupta	Non-Executive, Independent Director
Mr. Mukesh Kumar Puniani	Non-Executive, Independent Director

DECLARATIONS BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance with Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16( 1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘IICA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test. In the opinion of the Board all Independent Directors possess a strong sense of integrity and have requisite experience (including proficiency), qualifications, skills and expertise as well as independent of the management.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review. None of the Directors is disqualifies for appointment under Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

As per the requirement under the provisions of section 203 of the Companies Act, 2013 ("the Act"), the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:

Name	Designation
Mr. Narendra Kumar Singhal	Whole Time Director & CEO
Mr. Pankaj	Director & CFO
Ms. Chhavi Gupta	Company Secretary & Compliance Officer

*Ms. Nisha Mittal resigned from the position of Company Secretary and Compliance Officer w.e.f. March 06, 2026 and Ms. Chhavi Gupta was appointed as Compliance officer w.e.f. April 02, 2026 and designated as Company Secretary and Key Managerial Personnel w.e.f. April 09, 2026.

PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ‘in-house review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

• Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

• Review of the performance of the Chairperson by the Independent Directors.

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by the rest of the Board Members except the Director being evaluated.

Results of all such above-mentioned evaluations were found satisfactory.

AUDITORS

a) STATUTORY AUDITORS & AUDIT REPORT

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No: 003565N) were appointed as the Statutory Auditors of the Company holding office for a period of 5 consecutive years from the conclusion of the ensuing 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting which ought to be held in the year 2027.

Further, M/s. KSMC & Associates, Chartered Accountants (Firm Registration No. 003565N) has resigned from the office of the Statutory Auditors with effect from August 15, 2026 and the Board of Director in their meeting has appointment M/s MASAR & Co., Chartered Accountants (Firm Registration No. 033829N) to fill the casual vacancy caused due to resignation of M/s. KSMC & Associates, Chartered Accountants and recommended to the members for appointment in the ensuing Annual General Meeting. The Board received a certificate form M/s MASAR & Co., Chartered Accountants (Firm Registration No. 033829N) intimating that, if that firm will be appointed at ensuing Annual General Meeting, it shall be in accordance with the limits specified under Section 139(1) read with qualification as prescribed under Section 141 of the Companies Act, 2013. Further, Board of Directors in their board meeting held on September 5, 2026 recommended appointment of M/s. MASAR, Chartered Accountants for a term of five years to hold office from the conclusion of 41^st

Annual General Meeting of the Company till the conclusion of 46^th Annual General meeting of the Company.

The Statutory Auditors have issued a Qualified Opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The qualifications contained in the Independent Auditors Reports, together with the corresponding comments and explanations of the Board of Directors thereon, are set out hereunder.

Further, the observations made by the Auditors, other than the qualifications, are self-explanatory and read together with the Notes forming part of the Financial Statements and, therefore, do not call for any further comments. During the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013. The Independent Auditors Reports form part of the Annual Report.

STATUTORY AUDITORS QUALIFICATIONS AND BOARDS COMMENTS THEREON

Auditors Qualification	Boards explanation
Standalone
1. As at March 31, 2026, the Company has loans aggregating to Rs.92.40 crores, and accrued interest of Rs. 10.98 crores, in respect of which we have not received balance confirmations and/or sufficient information regarding the financial position and recoverability of the respective borrowers. These include certain loans where the borrowers are having negative net worth or where financial statements are not available, and certain cases where corresponding TDS credits are not reflected in Form 26AS. The Company has recognised Expected Credit Loss ("ECL") primarily based on the NPA classification norms. However, considering the above circumstances and the requirements of Ind AS 109, we were unable to obtain sufficient appropriate audit evidence to assess the recoverability of these loans and accrued interest and to determine whether the ECL recognised by the Company is adequate. Consequently, we are unable to determine the amount of additional impairment loss, if any, that may be required to be recognised in respect of these loans and the consequential impact on the financial results.	The Board has taken note of the observation of the Statutory Auditors and is of the view that the matter is being appropriately addressed by the Company in accordance with the applicable accounting and regulatory requirements.
2. During the year ending 31st March 2026, the Company has entered into related party transactions, inter alia, in the nature of intercorporate deposits and other transactions with its related parties which are considered material related party transactions in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). Such transactions are also subject to compliance with the applicable provisions of Section 188 of the Companies Act, 2013 and other applicable provisions, if any.	The Board has taken note of the observation of the Statutory Auditors and is of the view that the matter is being appropriately addressed by the Company in accordance with the applicable accounting and regulatory requirements.
As per the applicable provisions of the Companies Act, 2013 and Regulation 23 of the SEBI LODR Regulations, prior approval of the shareholders, wherever applicable, is required for such transactions which had not been obtained up to the date of approval of these financial results.
Accordingly, we are unable to determine the impact, if any, of the above matter, including the consequential implications arising from noncompliance with the applicable regulatory requirements, if any, on the accompanying financial results.
Consolidated
1. As at March 31, 2026, the Parent Company has loans aggregating to Rs.92.40 crores, and accrued interest of Rs. 10.98 crores, in respect of which we have not received balance confirmations and/or sufficient information regarding the financial position and recoverability of the respective borrowers. These include certain loans where the borrowers are having negative net worth or where financial statements are not available, and certain cases where corresponding TDS credits are not reflected in Form 26AS. The Parent Company has recognised Expected Credit Loss ("ECL") primarily based on the NPA classification norms. However, considering the above circumstances and the requirements of Ind AS 109, we were unable to obtain sufficient appropriate audit evidence to assess the recoverability of these loans and accrued interest and to determine whether the ECL recognised by the Parent Company is adequate. Consequently, we are unable to determine the amount of additional impairment loss, if any, that may be required to be recognised in respect of these loans and the consequential impact on the financial results.	The Board has taken note of the observation of the Statutory Auditors and is of the view that the matter is being appropriately addressed by the Company in accordance with the applicable accounting and regulatory requirements.
2. During the year ending 31st March 2026, the Company has entered into related party transactions, inter alia, in the nature of intercorporate deposits and other transactions with its related parties which are considered material related party transactions in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). Such transactions are also subject to compliance with the applicable provisions of Section 188 of the Companies Act, 2013 and other applicable provisions, if any.	The Board has taken note of the observation of the Statutory Auditors and is of the view that the matter is being appropriately addressed by the Company in accordance with the applicable accounting and regulatory requirements.
As per the applicable provisions of the Companies Act, 2013 and Regulation 23 of the SEBI LODR Regulations, prior approval of the shareholders,
wherever applicable, is required for such transactions which had not been obtained up to the date of approval of these financial results.
Accordingly, we are unable to determine the impact, if any, of the above matter, including the consequential implications arising from noncompliance with the applicable regulatory requirements, if any, on the accompanying financial results.

b) SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on March 31, 2026 from M/s. Shubhangi Agarwal & Associates, Practicing Company Secretaries, New Delhi and the same forms part of the Annual Report. The Secretarial Audit Report does contain some qualifications, reservations or adverse remarks. The Report in form MR-3 attached in this Annual Report.

c) COST AUDIT

Since the Company is engaged in the business of Non-Banking Financial Company, therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company as required to be disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Companys internal control systems and processes commensurate with scale of operations of the Business.

Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trials to provide reasonable assurance as to reliable information & compliance. The Internal Audit Report submitted by the Internal Auditor, M/s. G Mansi & Associates, Chartered Accountants, for the year under review is apprised by the Audit Committee and noted by the Board.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this report as Annexure-A.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

Further, the particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of the provisions of section 136 of the said Act, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further, during the year under review, the Company has neither earned nor used any foreign exchange.

MEETINGS

A) BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items on the agenda. During the financial year ended March 31, 2026, five (05) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2026.

B) DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well-qualified and Independent Audit Committee as required under Section 177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.

The Audit Committee met Five (5) times during the financial year. The details of meetings with attendance thereof and terms of reference of the Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders Relationship Committee met one (1) time during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors.

The Nomination and Remuneration Committee met Two (2) times during the financial year The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is also available on the Companys website.

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavors to further improve its engagement with investors/analysts by participating either in-person meetings or through the use of technology, i.e., telephone meetings.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013, read with the applicable Rules, are applicable to the Company during the financial year 2025-26. The average net profit of the Company for the preceding three financial years was Rs.539.77 Lakhs, and the prescribed CSR expenditure at 2% thereof amounted to Rs.21 Lakhs.

During the year under review, the Company spent Rs.23.00 Lakhs towards CSR activities by way of donation to Maharaja Agrasen Hospital Charitable Trust.

Since the CSR obligation of the Company is less than Rs.50 Lakhs, the requirement for constitution of a separate CSR Committee is not applicable, and the functions of the Committee are discharged by the Board of Directors.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to the Investor Education and Protection Fund (IEPF).

DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The said policy is also uploaded on the website of the Company. During the year under review, no complaint was received in this regard.

All the employees of the Company as a part of the induction were/are sensitized about the provisions of the said Act. The Company believes in providing safe working place for the Women in the Company and adequate protection are given for them to carry out their duties without fear or favour.

Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under:

Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)	Nil
Number of complaints disposed during the year; and	Nil
Number of cases pending for more than ninety days	Nil

RISK MANAGEMENT

The Board of Directors developed and implemented an appropriate risk management policy which is entrusted with the responsibility to assist the Board in overseeing and approving the Companys enterprise-wide risk management framework and overseeing all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

The internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Companys approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arms length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

COMPLIANCE OF SECRETARIAL STANDARDS

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures.

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31, 2026 and of the profit and loss of the company for the said Financial Year;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, 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 frauds and other irregularities.

iv. The annual accounts of the Company have been prepared on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

The company is engaged in the business of a Non-Banking Financial Company ("NBFC") during the year under review. Accordingly, the provisions relating to disclosure of the difference between the valuation amount on a one-time settlement and the valuation while availing loans from banks and financial institutions are not applicable to the Company.

ACKNOWLEDGEMENT

Your directors acknowledge the efforts of its employees, at all levels, for their continued hard work, dedication and commitment towards the growth of the Company.

The Directors also place on record the continued support of their investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come.

The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2025-26.