Ajcon Global Services Ltd Directors Report

To,

The Members,

Ajcon Global Services Limited

The Board of Directors is pleased to present herewith the 39^th Annual Report of Ajcon Global Services Limited ("the Company" or "AGSL") along with the Audited Financial Statements for the Financial Year ended on 31.03.2026 ("financial year under review"). This report comprises of our financial performance, key strategic initiatives and corporate governance practices adopted by the Company that have guided the Company towards the commendable growth trajectory.

The performance of the Company for the financial year ended 31.03.2026 is summarized below:

FINANCIAL RESULTS

( in Lacs)

	Standalone		Consolidated
Particulars	Year Ended 31.03.2026	Year Ended 31.03.2025	Year Ended 31.03.2026	Year Ended 31.03.2025
Total Revenue	1757.68	1561.27	3643.66	1671.47
Profit /(Loss) before Interest & Depreciation	97.01	131.34	145.27	186.66
Less: Interest & Bank charges	42.84	42.61	70.88	70.79
Less: Depreciation & Amortization Expenses	35.12	36.50	37.20	37.10
Profit/(loss) before Tax	19.05	52.23	37.19	78.78
Less: Provision for Taxation	4.50	13.35	9.17	20.03
Less: Deferred Tax Expenses/(Savings)	1.31	1.48	1.40	1.62
Less: Short / (Excess) Tax Provision of Tax in Earlier Years	--	--	2.31	(0.24)
Profit /(Loss) after Tax	13.24	37.40	24.31	57.36
Share of Profit /Loss transferred to Minority Interest	--	--	1.58	3.09
Profit /(Loss) after Tax Carried to Balance Sheet	13.24	37.40	22.73	54.27

The above figures are extracted from the Financial Statements prepared in accordance with Indian Accounting Standards

("IND AS") as notified under Section 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies

(Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

OPERATIONS:

STANDALONE

The operations of the Company for the year under review have resulted in the EBIDTA of 97.01 Lacs as against 131.34 Lacs in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of 13.24 Lacs as against 37.40 Lacs in the previous year.

CONSOLIDATED

The operations of the Company along with its subsidiaries on consolidated basis for the year under review have resulted in the EBIDTA of 145.27 Lacs as against 186.66 Lacs in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of 24.31 Lacs as against 57.36 Lacs in the previous year. The Companys operations are impacted by the geo-political situation & economic activity creating market volatility & uncertainty. The effect of markets being down at the close of the year also factored in the above results. Barring unforeseen circumstances, your Directors expect better performance in the current year.

NON APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS

Pursuant to Regulation 15 (2) of the SEBI ( Listing Obligations and Disclosure Requirements ) Regulations 2015, the Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) of Sub Regulation (2) of Regulation 46 and Para C,D and E of Schedule V are not applicable to the Company as the Paid Up capital of the Company is 6.12 Crores, which is less than 10.00 Crores and Net Worth is 20.69 Crores which is less than 25.00 Crores as on 31.03.2026. Even for the previous year ended 31.03.2025 its Paid Up Capital and the Net Worth were less than the above thresholds. Accordingly, the Company is not statutorily required to provide a Report on Corporate Governance. However the Company has voluntarily complied with certain requirements on good governance basis in this Report.

DIVIDEND

In order to conserve the resources for working capital needs, your Directors do not recommend any dividend.

TRANSFER TO RESERVES

Your Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2026.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business during the Financial Year 2025-26.

SHARE CAPITAL

During the year the Company has sub-divided/split its existing equity shares from face value 10 /- to 1 /- each. The Authorised Share Capital of the Company stands at 10,00,00,000 (Rupees Ten Crores Only) divided into

10,00,00,000 (Ten Crore) Equity Shares of 1/- (Rupee One Only) each.

The Issued, Subscribed and Paid up Share Capital stands at 6,11,62,000 (Rupees Six Crores Eleven Lakhs Sixty Two Thousand Only) divided into 6,11,62,000 (Six Crores Eleven Lakhs Sixty Two Thousand Only) Equity Shares of 1 (Rupee

One Only) each.

CONVERTIBLE WARRANTS

Consequent upon the aforesaid sub-division/ split, 1 Convertible Warrant (Total 10,00,000 Convertible Warrants issued by the Company in Financial Year 2024-2025) of Face Value of 10 (Rupees Ten Only) each shall be converted into 10 Fully paid up Equity Shares of Face Value of 1 (Rupee One Only) each on the receipt of full amount of subscription.

DEPOSITORY DETAILS

As on 31.03.2026, out of the Companys total paid up Equity Shares of 6,11,62,000; 5,85,56,950 (95.74%) were held in dematerialised mode in both CDSL & NSDL and 26,05,050 (4.26%) were held in Physical mode. Although,the Companys Equity Shares are compulsorily tradable in electronic form on BSE.

SUBSIDIARY COMPANIES

The Company has 1 (One) material subsidiary i.e. Ajcon Finance Limited and 2 (two) wholly owned subsidiaries namely Ajcon Comtrade Private Limited and Kanchanmanik Securities Private Limited as on 31.03.2026. The details of subsidiaries are available on Company website www.ajcononline.com.

There are no associate companies or joint venture within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

There has been no material change in the nature of the business of the subsidiaries.

A separate statement ( FORM AOC-1) containing the salient features of the financial statements of all the subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 is given in (Annexure-A).

Pursuant to the provisions of Section 136 (1) of the Companies Act, the financial statements including the consolidated financial statements, financial statements of the subsidiary companies and all other documents required to be attached to this report have been uploaded on the website of your Company (www.ajcononline.com).

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2025-2026 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of the SEBI (LODR) Regulations, 2015 as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the

Independent Auditors Report therefrom form part of this Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013 a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1 (Annexure-A)

Further pursuant to the provisions of Section 136 of the Companies Act, 2013 the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary Companies will also be kept open for inspection by any member. The member can send an e-mail to cs@ajcon.net up to the date of the AGM and the same would also be available on the Companys Website at

https://www.ajcononline.com/wp-content/uploads/Annualreport/ajconglobal/An_agsl2026.pdf

PUBLIC DEPOSITS

During the financial year 2025-2026, your Company has not accepted or renewed any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its members or the public. No amount of principal or interest was outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of loans and investments are given in the Notes to the Financial Statement forming part of Annual Report of the Company. During FY 2025-26, the Company has not given guarantee to any of its subsidiaries, associate companies and other body corporates and persons.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company yet. Therefore the Company has not constituted a Corporate Social Responsibility Committee for the same. The provisions of a Corporate Social Responsibility shall be complied in true letter and spirit as and when applicable in the near future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as per SEBI Listing Regulations, is presented in a separate section, which forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31^st March, 2026 & 22^nd May, 2026 (Date of Report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31^st March, 2026) and the date of the Report (22^nd May, 2026).

DIRECTORS AND KEY MANAGERIAL PEROSNNEL

The Board of the Company is formed with an optimum combination of Executive and Non-Executive Directors, which not only meets the statutory obligation but also make a diversified Board with a mixed blend of experiences, expertise, and professionalism. a) Retirement by Rotation

As per Section 152 of the Companies Act, 2013, Mr. Ankit Ajmera (DIN: 00200434), Executive & Non-Independent Director, retires by rotation at the ensuing 39^th AGM and being eligible, offers himself for re-appointment. b) Appointments, Reappointments and Changes in Board of Directors

During the year under review, there were no appointment, reappointment and changes made in the Board of Directors. c) Key Managerial Personnel

Mr. Ashok Ajmera (Chairman, Managing Director & CEO), Mr. Ankit Ajmera (Whole -Time Director & CFO), Mr. Anuj Ajmera (Whole -Time Director) and Mr. Kaushal Shukla, (Company Secretary) are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS

The details of the Remunerations & Sitting Fees paid to the Board of Directors for the Financial Year 2025-2026 is given below: (Amount in )

DIRECTORS	REMUNERATION (INCLUDING PERQUISITES)	COMMISSION	SITTING FEES	TOTAL
Mr. Ashok Ajmera	36,28,800	NIL	NIL	36,28,800
Mr. Ankit Ajmera	35,01,600	NIL	NIL	35,01,600
Mr. Anuj Ajmera	35,01,600	NIL	NIL	35,01,600
			Total	1,06,32,000

Sitting Fees Paid to Independent Directors- 2,00,000/- .

The Non-Executive-Independent Directors do not draw any remuneration from the Company except sitting fees.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The ratio of remuneration of each director to the median of employees remuneration as per Section 197 (12) of the

Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure B to this Report. In accordance with the provisions of Section 197 (12) of the Act and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company.

COMPLIANCE OFFICER

Pursuant to Regulation 6(1) of the SEBI (LODR), Regulation 2015, CS Kaushal Shukla (ICSI M.No.: A39234) has been designated as Compliance Officer of the Company with effect from 30.01.2024.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149 (6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015. The confirmations were placed before the Board which was duly noted.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of companies Act, 2013 and in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committee and Risk Management Committee. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. During the year under review, the Independent Directors of your Company carried out the performance evaluation of Non- Independent Directors and Chairperson at a separate meeting of Independent Director and the Directors expressed their satisfaction with the evaluation process.

BOARD AND COMMITTEE OVERVIEW

Board diversity Your Company has over the years been fortunate to have eminent persons from diverse fields as Directors on its Board. The Nomination and Remuneration Committee (NRC) has formalized a policy on Board Diversity to ensure diversity of experience, knowledge, perspective, background, gender, age and culture from time to time. Company has voluntarily constituted following committees: a) Audit Committee (AC) b) Nomination and Remuneration Committee (NRC) c) Stakeholders Relationship Committee (SRC) d) Risk Management Committee (RMC) The Composition of various committees is as follows:

Audit Committee
Sr. No. Name of Member	Designation
1. CA Rahul Atal	Independent Director (Chairman)
2. CA Sangeeta Vijay Kumar	Independent Director (Member)
3. Mr. Ankit Ajmera	Whole-Time Director (Member)
Nomination & Remuneration Committee
Sr. No. Name of Member	Designation
1. CA Sangeeta Vijay Kumar	Independent Director (Chairman)
2. Mrs. Beverly S N Avalani	Independent Director (Member)
3. CA Rahul Atal	Independent Director (Member)
Stakeholder Relationship Committee
Sr. No. Name of Member	Designation
1. CA Rahul Atal	Independent Director (Chairman)
2. Mr. Ankit Ajmera	Whole-Time Director (Member)
3. Mr. Anuj Ajmera	Whole-Time Director (Member)
Risk Management Committee
Sr. No. Name of Member	Designation
1. CA Ashok Ajmera	Managing Director (Chairman)
2. CA Rahul Atal	Independent Director (Member)
3. Mr. Ankit Ajmera	Whole-Time Director (Member)

Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly results of the Company. During the year, Five (05) Board Meetings were convened and held on 28.04.2025, 29.05.2025, 12.08.2025, 10.11.2025 & 12.02.2026. The intervening gap between the two meetings was within the period stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Audit Committee:

The company has constituted an Audit Committee pursuant to Section 177 of the Companies Act, 2013. The Committee comprises of 3 directors with majority being independent Directors. During FY 2025-26, the Committee met 5 (five) times on 28.04.2025, 29.05.2025, 12.08.2025, 10.11.2025 & 12.02.2026. The Company being exempt from Chapter IV of SEBI (LODR) Regulations, 2015 under Regulation 15 (2), is not required to comply with the detailed requirement of Regulation 18 of SEBI (LODR). The Committee functions as per basic requirements of Section 177 of the Companies Act, 2013. The Nomination & Remuneration Committee (NRC) is comprising of 3 directors majority of whom are Independent Directors. During the year the Committee met 1 (One) time on 29.05.2025. Stakeholders Relationship Committee (SRC) comprising of 3 directors, met on 12.08.2025.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adhered to the principles of sound risk management and has a Risk Management Policy in Place. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

INVESTOR RELATIONS

In compliance with Regulation 46 of the SEBI Listing Regulations, the Company promptly disseminates on its website for the benefit of investors, analysts, and other shareholders immediately following the communication of financial results to the Stock Exchanges. Additionally, the Company publishes quarterly financial results in prominent business newspapers and on its website. Recognizing the importance of transparent communication, the Company ensures that material developments related to the Company, which could potentially impact its stock price, are disclosed to stock exchanges in accordance with the

Companys Policy for Determination of Materiality of events or Information. The Company adheres to a policy of not selectively disclosing unpublished price-sensitive information. During the year, the company has not received any complaint from investors.

ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, together with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) of the Company is accessible on our website www.ajcononline.com in disclosure icon.

ANNUAL GENERAL MEETING (AGM)

The last AGM of the Company was held on Monday, 21.07.2025 at 11:30 a.m. through VC/OAVM mode with deemed venue at the Registered Office of the Company. A Special resolution about the re-appointment of Mr. Ashok Ajmera as the Managing Director was passed at the said AGM.

POSTAL BALLOT

During the Year, the following Resolutions were passed through Postal Ballot:-

(i) Appointment of CA Sangeeta Vijay Kumar (DIN: 10704866) as a Non - Executive- Independent Director of the Company. (ii) Sub division/ Split of Equity Shares from 1 (one) Equity Share of 10/- each to 10 (ten) Equity shares of 1/- each.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to Unpublished Price Sensitive information (UPSI) relating to the Company.

The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI") during trading window closure period. The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of

UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All Related Party Transactions are placed before the Audit Committee & Board for their approval whenever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the Related Party Transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. The details of the related party transactions are given in the notes to the accounts.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website www.ajcononline.com/disclsoures/corporate policies & codes. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

AUDITORS

The Members of the Company at the 35^thAnnual General Meeting (AGM) held on 28^thSeptember, 2022, approved the appointment of M/s. Bhatter & Co., Chartered Accountants, Mumbai (Firm Registration No. 131092W) as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 35^thAGM till the conclusion of the 40^thAGM, as recommended by the Audit Committee and approved by Board of Directors of the Company. The Company had received the consent letter and eligibility certificate from M/s. Bhatter & Co., w.r.t. the said appointment pursuant to the provisions of Section 139 of the Companies Act, 2013.

STATUTORY AUDIT AND OTHER FEES PAID TO STATUTORY AUDITORS

During FY 2025-2026, the total fees for the statutory audit and other services rendered by the Statutory Auditors are given below:

AUDITORS REMUNERATION		(Rs. In Lacs)
Particulars	2025-2026	2024-2025
Audit Fees	0.80	0.80
Tax Audit Fees	0.10	0.10
Other services (Certification)	0.20	0.16
Total	1.10	1.06

AUDITORS REPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31^stMarch, 2026 are self-explanatory and therefore do not call for any explanations or comments. There is no qualified or modified opinion on any matters made by them.

REPORTING OF FRAUDS BY STATUTORY AUDITORS

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has engaged the services of Ms. Sonam Jain (Certificate of Practice: 12402 and Peer Review Certificate No. 2588/2022) Company Secretary in Practice, Thane conduct the Secretarial Audit of the Company from the Financial Year 2025-2026 till Financial Year 2029-2030. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI. Remarks given by the Secretarial Auditor in their report for the Financial Year 2025-2026 are self-explanatory. There is no qualification or adverse remarks made by them.

The Secretarial Auditors Report (in E-Form No.: MR. 3) is attached as Annexure- C to this Report.

INTERNAL AUDITOR

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organizations risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations. The internal audit plan is developed based on the risk profile of business activities of the Company. The audit plan is approved by the Audit Committee, which regularly reviews the compliance to the plan. The audits are carried out by an independent external firm and the in-house internal audit team of the Company. M/s. Atul Donde & Co., Chartered Accountants, Thane (Firm Registration No.: 100762W) have conducted the internal audit periodically and submitted their relevant reports directly to the Audit Committee and their reports were reviewed by Audit Committee from time to time and found to be satisfactory. The Internal Audit Reports were also forwarded to the Statutory Auditors of the Company. There are no qualifications, reservations or adverse remarks made by Internal Auditors in their report during the Financial Year 2025-2026.

The objective of the Internal Audit is to: ? Review the financials of the Company;

? Review adequacy and effectiveness of operating controls; ? Review the adequacy of the supervisory control mechanisms; ? Recommend improvements in policies and procedures;

? Report significant observations and recommendations for process improvements; and ? Review and report progress on implementation of the control improvements

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis for the year under review, form part of this Report.

KEY FINANCIAL RATIOS

The comparison of key financial ratios are disclosed in the Management Discussion and Analysis Report which form part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a manufacturing company nor the operation of your Company are energy intensive. However, the disclosure regarding the same are set-forth below: a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources. Company follows principles of "Green IT". b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations. However, during the year there was no acquisition of new technology. c) Increasing the awareness on environment safety and engagement of employees in such measures. d) Operating its business in compliance with applicable environmental laws and regulations. e) Adopting sustainable practices designed to ensure the health, safety and wellbeing of Companys employees, stakeholders and the environment.

FOREIGN EXCHANGE INFLOW AND OUTFLOW

During the year 2025-26, total foreign exchange inflow and outflow of the Company is as follows:

1) Foreign Exchange Inflow NIL (P.Y. NIL).

2) Foreign Exchange Outflow NIL (P.Y. 6,31,112).

TRANSFER OF EQUITY SHARES/ DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. During the year, the Company was not required to transfer the unpaid or unclaimed dividends/shares to the Investor Education and Protection Fund (IEPF) established by the Central Government since the Company has not declared any dividend in the financial year 2016-2017. The Company has also uploaded the details of the shareholders whose shares/dividend were transferred to IEPF on its website viz., www.ajcononline.com. Claim from IEPF Authority Members/Claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in e-Form IEPF- 5 (available on www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules. No claim shall lie against the Company in respect of the dividend/shares so transferred.

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant.

SECRETARIAL STANDARDS

The Board of Directors confirms that the Company has adhered to all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries (ICSI) from time to time. This affirmation reflects the Companys commitment towards maintaining the highest standards of corporate governance.

CEO & CFO CERTIFICATION

As required under Regulation 17 (8) of the Listing Regulations, the CEO & CFO of your Company have certified the accuracy of the Financial Statements, Cash Flow Statement and adequacy of financial reporting for the financial year ended March 31, 2026. Their Certificate is also annexed to this Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of sexual harassment. Internal Complaints Committee has been constituted. During the FY 2025-2026, no complaints was received under the Act.

MATERNITY BENEFIT ACT, 1961

The Company has in place appropriate Maternity Benefit Policy in line with the requirements of the Maternity Benefit Act, 1961 as amended from time to time. During the year under review, the Company has duly complied with the provisions of the said Act.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors confirm that: a) that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been 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, 2026 and of the profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) that system to ensure compliance with the provisions of all applicable laws were in place and was adequate and operating effectively.

NEW LABOUR CODES

The Government of India merged 29 Labour Laws and notified the four Labour Codes effective from 21.11.2025. The Company has made adequate arrangements for the implementation of the same along with continuous monitoring of government notifications, circulars, guidelines etc. to incorporate further changes, if required in future.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the Green Initiative in corporate governance, as instructed by MCA Circulars read with SEBI Circulars from time to time, the Company has enabled electronic delivery of the Notice of AGM, Annual Report and other shareholders related communication to those Members whose e-mail addresses were registered with the respective Depository Participants (DPs) / RTA / Company. The Act and the underlying rules, as well as Regulation 36 of SEBI Listing Regulations read with relevant circulars issued thereunder, permit dissemination of Annual Report and Notice of AGM in electronic mode to the Members. As part of green initiative, the Company continues to encourage its shareholders through periodic communications to register their e-mail address with their respective DP(s). This enables seamless, timely, and environmentally responsible communication with shareholders.

The Company believes and endorses the Green Initiative as it would not only rationalise the use of paper but also ensure prompt communication, avoid loss in transit and have reference value of the communication.

OTHER POLICIES UNDER LISTING REGULATIONS

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has framed various policies and have hosted these polices on the website of the Company at companys website at www.ajcononline.com/disclsoures/corporate policies & codes.

GENERAL DISCLOSURES

A. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

B. Neither the Managing Director nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries. C. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. However, during FY 2025-26, Stock Exchanges levied fines and penalties aggregating 1,40,177/- ( Rupees One Lacs Forty Thousand One Hundred Seventy Seven Only) for procedural delays and some other lapses. All amounts have been paid. No penalty levied by SEBI/ RBI/RoC or any other Regulator. D. There were no changes in the nature of the business, ensuring consistency in our operations and strategic focus. E. The financial statements of the Company remained unaltered, reflecting our commitment towards transparency and accuracy in financial reporting. F. The requirement for maintaining cost records and undergoing cost audits, as prescribed under section 148(1) of the Companies Act, 2013, were not applicable to us. G. There were no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under review. H. As per the Secretarial Standards 4 on Board Report issued by Institute of Company Secretaries of India (ICSI), there were no revisions in the financial statements of the Company during financial year.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Companys bankers, Institutional and Retail clients and customers, Regulators, Exchanges and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for its continued support for the Online Share Trading by its customers under the tie up with the Company. The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the executives and staffs at all the levels and hopes that they would continue their dedicated efforts in the future also.

We look forward to your unwavering continued support and cooperation as the same is essential in your Companys holistic growth year after year.