Alexander Stamps & Coin Ltd Directors Report

To,

The Members,

Alexander Stamps and Coin Limited, Vadodara.

Your directors have the pleasure of presenting the 34th Annual Report on the business and operations of Alexander Stamps and Coin Limited (the “Company”), along with the audited financial statements for the Financial Year ended March 31, 2026.

FINANCIAL SUMMARY OR HIGHLIGHTS (STANDALONE):

The Boards Report have been prepared based on the standalone financial statements of the company.

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025
Revenue from operations	27.23	44.47
Other Incomes	-	-
Total Revenue	27.23	44.47
Less: Total Expenditure	27.536*	45.799*
(Excluding Depreciation and Finance Cost)
Profit/(loss) before Interest, Depreciation & Tax	(0.306)	(1.329)
Less: Finance Cost	0.004	0.001
Less: Depreciation & Amortization Expense	1.31	2.50
Profit/(loss) before exceptional Items & Tax	(1.62)	(3.82)
Exceptional Items	-	-
Profit/(loss) Before Tax	(1.62)	(3.82)
Less: Current Tax	-	-
Less: Deferred Tax	-	-
Tax Adjustment of Earlier year	-	-
Net Profit/(Loss) after Tax	(1.62)	(3.82)

(Note: Total Expenditure was calculated by taking the “Total Expenses” of 28.85 and 48.30 Lakhs and backing out the respective Depreciation and Finance Costs to ensure the final Profit Before Tax reconciles perfectly.)

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS:

Alexander Stamps and Coin Limited is a leading organization engaged in the specialized sector of philatelic and numismatic activities. The Company maintains a curated inventory of rare stamps and numismatic assets, which are highly sought after by philatelists and collectors globally. To facilitate seamless commercial transactions, these collectibles are made accessible for purchase through the Companys official website at predetermined prices established by the Management.

The Numismatics and Philately divisions feature extensive collections of historically and geographically significant coins and stamps. These rare antique pieces serve as commemorative keepsakes that offer a tangible connection to the past. Specifically, the Numismatics division has systematically curated rare vintage coins and currency notes, long out of circulation, from jurisdictions including India, Mauritius, Malaya, and Pakistan The Company endeavors to position "Alexander" as an iconic brand with strong aspirational value across its product portfolio. The strategic objective is to ensure that the brand, product offerings, and overall customer experience remain “Young, contemporary and ever-evolving.” While reinforcing core values of superior quality and maintaining an unparalleled product range, the Managements primary focus remains on expanding the consumer franchise across diverse social demographics.

Strategic Initiatives & Digitalization

To drive operational growth and enhance market presence, the Company is advancing the following strategic initiatives:

• Dedicated Gallery & Exhibitions: The Company plans to establish a dedicated gallery to exhibit rare stamps and related literature, which will include specialized exhibitions such as Mahatma Gandhi stamps issued by the Government of India. The Management is presently in the process of identifying a suitable commercial space in Vadodara to accommodate this facility. Concurrently, discussions are underway with various philatelists and institutional organizations to host exhibitions aimed at promoting philatelic activities on a national scale.

• Digital Integration: To advance the Companys digitalization strategy and bolster commercial operations, the domain www.indianstampghar.com has been acquired.

• Industry Collaborations: The Board of Directors is currently engaged in exploratory discussions for a strategic collaboration with “Bombay Auctions,” a prominent entity in the Indian numismatic and philatelic sector. Established in 1995, the firm brings over two decades of industry expertise as dealers, significantly contributing to market trends and value creation for collectors.

During the year under review ended March 31, 2026, your Company incurred a net loss after tax amounting to Rs. 1.62 lakhs, as compared to a net loss of Rs. 3.82 lakhs registered during the previous financial year ended March 31, 2025.

To optimize daily operations and support employee well-being, the Company has permanently integrated flexible, technology-driven working models. By focusing on core business fundamentals, we are actively strengthening our networks with consumers and industry partners to navigate current market dynamics and maintain operational continuity.

Strategic Collaborations

To accelerate commercial growth, the Board is in advanced discussions to finalize a strategic partnership with “Bombay Auctions.” Established in 1995, Bombay Auctions brings over two decades of specialized expertise as numismatic and philatelic dealers. The Company intends to leverage their extensive network and market influence to expand our commercial reach, capitalize on emerging auction trends, and generate tangible value for our collector base.

Future Outlook

The Management remains focused on executing these targeted business initiatives to improve the Companys financial standing, enhance operational efficiency, and deliver consistent, long-term returns to all stakeholders.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned in the report.

RESERVES:

The Company has not transferred any amount to general reserve for the year ended on 31st March, 2026.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

DIVIDEND:

Considering the financial position of the Company, the Board of Directors have not recommended dividend for the financial year 2025-26.

BORROWINGS:

The total borrowings of the Company, comprising unsecured loans and advances from Directors, stood at Rs. 15,58,000/- (Rupees Fifteen Lakhs Fifty-Eight Thousand) as of March 31, 2026.

ANNUAL RETURN:

The Draft Annual Return of the Company for the FY 2025-26 in the prescribed form MGT-7 as required under section 92(3) of the Act will be available on the website of the Company i.e. www.alexanderstamps.in.

CHANGE IN NATURE OF BUSINESS:

The Company did not change its nature of Business during the period under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Change in Directorship:

• Re-appointment of Director: Mr. Anirudh Sethi (DIN: 06864789), who retired by rotation at the Annual General Meeting, offered himself for re-appointment and was duly re-appointed as a Director of the Company at the Adjourned Annual General Meeting held on August 30, 2025.

• Regularization of Additional Directors: Ms. Divya Batra (Independent Director), Ms. Tanmaya Arora (Professional Director), and Mr. Nikhil Kapoor (Independent Director) were appointed to the Board and subsequently had their designations changed and regularized at the Adjourned Annual General Meeting held on August 30, 2025.

• Re-appointment of Managing Director: Pursuant to a resolution passed by the Board of Directors on November 14, 2025, and subsequent approval by the members at the Extra-Ordinary General Meeting held on December 19, 2025, Mr. Anirudh Sethi (DIN: 06864789) was re-appointed as the Managing Director of the Company. His renewed tenure is for a period of five (5) years, effective from December 17, 2025, to December 16, 2030.

b) Changes in Key Managerial Personnel (KMP):

• Cessation: Ms. Devanshi Shah tendered her resignation and ceased to be the Company Secretary of the Company, effective March 31, 2025.

• Appointment: Mr. Smit Anil Agrawal was officially appointed as the new Company Secretary, effective June 27, 2025.

c) Cessation of Director:

• It is with profound sorrow that the Board records the sad demise of Mr. Kiran Prakash Shah on June 26, 2025. Consequently, he ceased to be a Whole-time Director and Chief Executive Officer of the Company effective from that date. The Board places on record its deepest appreciation for his invaluable contributions, dedication, and leadership during his tenure, and extends its heartfelt condolences to his family.

d) Director retiring by rotation:

• In accordance with the provisions of the Companies Act, 2013, and the Companys Articles of Association, Ms. Tanmaya Arora (Professional Director) is liable to retire by rotation. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, recommends her re-appointment.

e) Declaration by Independent Directors:

• As per the requirement of Section 149 (7) of the Act, Ms. Divya Batra, Mr. Jignesh Soni and Mr. Nikhil Kapoor, the Independent Directors of the Company, have submitted their respective declarations that they fulfil the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(f) Opinion of the Board regarding integrity, expertise, and experience of Independent Directors:

• Pursuant to the provisions of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors states its opinion regarding the Independent Directors appointed/regularized during the financial year under review, namely Ms. Divya Batra and Mr. Nikhil Kapoor. In the opinion of the Board, the aforementioned Independent Directors are persons of high ethical standards and integrity, possessing the requisite expertise and experience to contribute meaningfully to the Companys strategic growth and corporate governance.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year, the Board of Directors met nine (9) times. A calendar of meetings is prepared and circulated in advance to the Directors to facilitate their effective participation. The maximum gap between any two consecutive Board Meetings did not exceed one hundred and twenty (120) days, ensuring strict compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Board Meetings held during the year under review are tabled below:

Sr. No.	Dates on which the Board Meetings were held	Total Strength of the Board	No. of Directors Present
01.	05/04/2025	6	6
02.	22/05/2025	6	6
03.	27/06/2025	5	5
04.	11/07/2025	5	5
05.	22/07/2025	5	5
06.	12/08/2025	5	5
07.	14/11/2025	5	5
08.	12/02/2026	5	5
09.	02/03/2026	5	5

 

Name of Director	Attendance at the Board Meetings held on									Attendance at the AGM held on 30/08/2025
	05/04/2025	22/05/2025	27/06/2025	11/07/2025	22/07/2025	12/08/2025	14/11/2025	12/02/2026	02/03/2026
Mr. Anirudh P. Sethi	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Jignesh Soni	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Kiran Prakash Shah	Y	Y	NA	NA	NA	NA	NA	NA	NA	NA
Ms. Divya Batra	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y
Ms. Tanmaya Arora	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Nikhil Kapoor	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y

COMMITTEES OF THE BOARD

a. Audit Committee

The composition and constitution of the Audit Committee strictly align with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. All members of the Committee possess sound financial acumen, accounting expertise, and extensive knowledge of internal controls Mr. Smit Agrawal serves as the Secretary to the Committee, following his appointment as the Compliance Officer of the Company with effect from June 27, 2025. During the financial year 2025-26, the Audit Committee met Five (5) times to review quarterly and annual financial statements, internal financial controls, and related party transactions.

The composition of the Audit Committee as at March 31, 2026, and the attendance of members at the meetings held during the year under review are detailed below:

Name of Director	Designation	Attendance at the Committee Meetings held on
		22/05/2025	22/07/2025	12/08/2025	14/11/2025	12/02/2026
Mr. Jignesh Soni	Chairman & Independent Director	Y	Y	Y	Y	Y
Mr. Anirudh Sethi	Member & Managing Director	Y	Y	Y	Y	Y
Ms. Divya Batra	Member & Independent Director	Y	Y	Y	Y	Y
Mr. Nikhil Kapoor	Member & Independent Director	Y	Y	Y	Y	Y

The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance, and internal financial controls. The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and SEBI (LODR), 2015.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors and the Internal Auditor to get their inputs on significant matters relating to their areas of audit.

b. Nomination and Remuneration Committee (NRC Committee):

The composition of the Committee is as per the requirements of the provisions of Section 177 of the Act.

The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.

The terms of reference of the Committee, inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors/ Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

There were Four meetings of the Committee during the year - June 27, 2025, August 20, 2025, November 14, 2025 and March 25, 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Director	Designation	Attendance at the Remuneration Meetings held on
		27/06/2025	20/08/2025	14/11/2025	25/03/2026
Mr. Nikhil Kapoor	Chairman & Independent Director	Y	Y	Y	Y
Mr. Anirudh Sethi	Member & Managing Director	Y	Y	Y	Y
Mr. Jignesh Soni	Member & Independent Director	Y	Y	Y	Y
Ms. Divya Batra	Member & Independent Director	Y	Y	Y	Y

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in alignment with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015 to efficiently resolve investor grievances and monitor security transfer processes.

There were Two meetings of the Committee during the year - July 22, 2025 and January 20, 2026. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Director	Designation	Attendance at the Stakeholder and relationship Committee held on: 1
		22-07-2025	20-01-2026
Ms. Divya Batra	Chairman & Independent Director	Y	Y
Mr. Anirudh Sethi	Member & Managing Director	Y	Y
Mr. Nikhil Kapoor	Member & Independent Director	Y	Y
Mr. Jignesh Soni	Member & Independent Director	Y	Y

d. Independent Directors Meeting

In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (LODR) Regulations, 2015, the Independent Directors of the Company met separately during the financial year on November 14, 2025, and February 12, 2026, without the presence of non-independent directors or members of management.

Key items reviewed and discussed during the meetings included:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

• Assessment of the performance of the Chairman of the Company, incorporating the perspectives of executive and non-executive directors.

• Review of the quality, quantity, and timely flow of information between company management and the Board necessary for effective decision-making.

All Independent Directors were present at both meetings, ensuring full participation and rigorous governance review.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company conducts induction and familiarisation programmes for its Independent Directors to acquaint them with the Companys business operations, industry dynamics, and their roles and responsibilities. The Board is continuously updated on key operational trends and statutory provisions to enable them to contribute meaningfully to the Companys long-term growth.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has successfully carried out an annual performance evaluation of its own performance, the performance of individual Directors, and the working of its statutory committees.

The following process was adopted for Board evaluation:

i. Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

ii. The feedback received from all the Directors was discussed at the Meeting of Independent Directors and the NRC. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.

iii. The collective feedback on the performance of the Board (as a whole) was discussed by the Chairperson of the NRC with the Chairman of the Board. It was also presented to the Board.

iv. Assessment of performance of every statutorily mandated Committee of the Board was conducted and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings.

v. During the year under review, the recommendations made in the previous year were satisfactorily implemented.

Based on the annual evaluation process and the overall engagement of the Independent Directors in the affairs of the Company during the year, the Board of Directors are of the opinion that the Independent Directors of the Company possess, practice, and preach highest standards of integrity and have the required experience and expertise in their respective areas which enable them to provide guidance to the Management and adds value in the Companys decision process.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board believes that the Companys internal financial controls were adequate and effective during the year ended March 31, 2026.

Accordingly, pursuant to Section 134(5) of the Act, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there was no material departure therefrom;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

REMUNERATION POLICY:

Based on the recommendations of the NRC, the Board of Directors approved and adopted a remuneration policy for Directors, Key Managerial Personnel, and other employees of the Company as required under Section 178(3) of the Act. The Company has adopted Governance Guidelines which inter alia covers the composition and role of the Board, Board Appointment, Induction and Development, Directors Remuneration, Code of Conduct, Board Effectiveness Review, and mandates of the Board Committees. The remuneration policy is placed on the website of the Company www.alexanderstamps.in. for reference and enclosed as “Annexure 1”.

RISK MANAGEMENT POLICY:

The Company has adopted measures for risk management and mitigation thereof. A formal risk reporting system has been devised by the Company. Project Review Committee has been constituted comprising of Directors and senior officials of the Company to review, assess and mitigate the risks, conversion of risk into opportunities, problems / irregularities related to implementation and execution of projects (including project delay, change in scope and estimation errors) and implementation of checks and balances for proper execution of future work.

The Companys overarching risk management and mitigation practices are deeply integrated into its corporate strategy. Key elements of this framework include the continuous identification of risks tied to business objectives, comprehensive impact assessments, systematic risk evaluation, and transparent reporting.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as of March 31, 2026, stood at Rs. 9,31,20,000/-. During the year under review, the Company did not forfeit any shares, nor did it issue any bonus shares to the existing shareholders.

Issue of Equity and Differential Rights Shares:

During the year under review, the Company did not issue any equity shares on a preferential basis. Furthermore, no shares with differential voting rights were issued by the Company.

Issue of Sweat Equity and Employee Stock Options:

During the financial year, the Company did not issue any sweat equity shares, nor did it grant any Employee Stock Options.

Provision of Money for Purchase of Own Shares:

The Company does not maintain any scheme for the provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. Consequently, the disclosure requirements under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In compliance with the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial year under review is presented in a separate section. This detailed report forms an integral part of this Annual Report and is annexed hereto as “Annexure 2”.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form an integral part of this report and are annexed hereto as “Annexure-3”.

Furthermore, in accordance with the provisions of Rules 5(2) and 5(3) of the aforementioned Rules, the Company is required to disclose the particulars of employees drawing remuneration in excess of the prescribed statutory limits. During the financial year under review, no employee of the Company was in receipt of remuneration exceeding the limits specified under the said rules.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

VALUATION FOR ONE TIME SETTLEMENT

There was no instance of one-time settlement with any bank or financial institution.

INSURANCE:

All the properties including buildings, plant and machinery and stocks have been adequately insured. ENVIRONMENT AND SAFETY:

The company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companys operations in future.

THE 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 Companies Act, 2013. For the year ended March 31, 2026, the Board considers that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and there is no material weakness. The Company has a process in place to monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps could have a material effect on the Companys operations.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Companys policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) and 178(4) of the Companies Act, 2013 is maintained by Company. Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is available on Companys Website www.alexanderstamps.in.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the Company as the Company does not have any subsidiary/associate or joint venture companies.

CODE OF CONDUCT:

The Board of Directors has adopted a comprehensive Code of Business Conduct that is uniformly applicable to all Members of the Board, Senior Management, and employees of the Company. Committed to maintaining the highest standards of ethics, integrity, and corporate governance, the Company enforces a strict "Zero Tolerance" policy towards bribery and corruption in any form. To institutionalize this commitment, the Board has formulated an “Anti-Bribery and Corruption Directive,” which forms an integral appendix to the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism and formulated a Whistle Blower Policy. This mechanism provides a formal channel for directors, employees, and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or any violations of the Companys Code of Conduct.

The framework is designed to provide adequate safeguards against the victimization of individuals who avail themselves of the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. The functioning of the Vigil Mechanism is overseen by the Audit Committee. As a matter of good corporate governance, if any member of the Committee has a conflict of interest in a given case, they are required to recuse themselves, allowing the remaining members to independently deal with the matter. It is further affirmed that during the financial year under review, no personnel were denied access to the Chairperson of the Audit Committee.

PREVENTION OF INSIDER TRADING:

In strict compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted a comprehensive Code of Conduct to regulate, monitor, and report trading by its Directors, Key Managerial Personnel, and Designated Persons. The said Code mandates pre-clearance of trades for dealing in the Companys securities and strictly prohibits the purchase or sale of securities by any designated personnel while in possession of Unpublished Price Sensitive Information (UPSI) or during periods when the Trading Window is officially closed.

It is hereby affirmed that all Members of the Board of Directors and the Designated Persons have confirmed their strict adherence to and compliance with the Code during the financial year under review.

AUDITORS OF THE COMPANY AND AUDIT REPORTS:

a) Statutory Auditors and Statutory Audit Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the applicable rules made thereunder, and based on the recommendation of the Audit Committee, the Board of Directors and Members of the Company at their respective meetings approved the appointment of M/s. M Sahu & Co., Chartered Accountants (Firm Registration Number: 130001W) as the Statutory Auditors of the Company. They were appointed for a first term of five consecutive years, commencing from the Financial Year 2022-23 until the conclusion of the 35th Annual General Meeting to be held in the calendar year 2027, at a mutually agreed remuneration. The Statutory Auditors have formally confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors have issued a Disclaimer of Opinion on the financial statements for the financial year ended March 31, 2026. The Auditors Report on the financial statements for the financial year ended March 31, 2026, is a part of this Annual Report. The report of the Statutory Auditors is enclosed as “Annexure 6” to this report. Said report is self-explanatory and does not call for any further comments.

In compliance with Section 134(3)(f) of the Companies Act, 2013, the Board provides the following explanations and comments on the observations made by the Statutory Auditors:

Sr. No.	Particulars	Observation of Statutory Auditor	Comment of the Board of Directors
1.	Non-Current Investments	We draw attention to Note No. 4 to the Financial Statements, with respect to the Non-Current Investments amounting to INR 113.67 Lakhs, the requisite documents with respect to this investment are not available with the Company, in the absence of sufficient information, the Management has also not provided for any Impairment for the same and in turn we are unable to comment on the carrying value of Investment made by the Company and the consequent impact thereof on Other Comprehensive Income.	The Board had instructed the Finance Department to provide the relevant records and supporting documents pertaining to non-current investments; however, the same could not be presented even after a period of six months. The Board has taken serious note of the delay, reprimanded the concerned department, and directed that necessary corrective measures be implemented to ensure timely maintenance and submission of records going forward.
2.	Assessment of Income Tax Dept.	We draw attention to Note No. 5 to the Financial Statements, in respect of the Outstanding Income Tax demand for the Assessment Year 2017-2018, amounting to INR 357.63 Lakhs, for which the	The management is in the process of reviewing the outstanding income tax demand and is taking necessary steps for reconciliation and appropriate action in consultation with the tax consultant.
		Company has neither filed any appeal nor created any provision in the books of accounts. Had the company provided the same, loss would have been higher by INR 357.63 Lakhs.
3.	Inventory Valuation	We draw attention to Note No. 6 to the Financial Statements, the inventories as on 31.03.2026 amounting to Rs. 1649.89 Lakhs valued as per Valuation report dated May 8, 2023, stating valuation mentioned in this report as on the date of March 31, 2023. Consequently, we had relied upon the valuation of the inventories as on March 31, 2026 on this valuation report and hence we are unable to ascertain the impact due to deviation in inventory valuation as per Ind AS 2 Inventories.	The Company is in the process of obtaining/reviewing the inventory valuation as on 31st March, 2026. The qualification made by the auditor in earlier years was based on non-availability of updated valuation records in compliance with Ind AS 2. The management is taking necessary corrective steps to ensure updated valuation and proper compliance going forward.

b) Secretarial Auditor and Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on July 22, 2025, and based on the recommendation of the Audit Committee, had appointed M/s. Kuldip Thakkar & Associates, Practicing Company Secretaries, a peer-reviewed firm (COP No.: 22442), as the Secretarial Auditors. This appointment to hold office for a term of five consecutive years, commencing from FY 2025-26 to FY 2029-30, was subsequently approved by the Members at the Annual General Meeting held on August 30, 2025.

The Secretarial Audit Report for the financial year 2025-26, in the prescribed Form MR-3, is annexed to this Report as “Annexure 4”. In compliance with statutory requirements, the Board provides the following explanations regarding the observations made by the Secretarial Auditor:

Sr. No.	Relevant Provision for Compliance	Observation of Secretarial Auditor	Explanation from the Board of Directors
1.	Regulation 47 of SEBI (LODR) Regulations, 2015	The company has not advertised the following information:	Given the Companys current scale of operations, the absence of surplus reserves, and associated financial and administrative constraints, the publication of advertisements could not be undertaken.
	(Advertisements in Newspapers)	1. Financial results
		2. Notices given to shareholders by advertisement.
			However, the Board is actively reviewing its financial outlay and is committed to rectifying this non-compliance at the earliest opportunity.
2.	Regulation 46 and 62 of SEBI (LODR) Regulations, 2015	The Company was found to have inter alia not disseminated the following on its website:	The Board clarifies that there was no willful default or intent to withhold information. All mandatory disclosures were duly approved and filed with the respective statutory authorities within the prescribed timelines. The delay in updating the same on the Companys website was purely inadvertent. Upon identifying this gap, immediate corrective actions were implemented.
		A. Annual reports
		B. Policies
		C. Code of Conduct
		D. Financial Results
		E. Corporate Governance Related data
		F. Investor Relations related details
			The requisite disclosures have since been uploaded, and robust system-driven compliance protocols have been instituted to prevent the recurrence of such instances.

c) Internal Auditor and Internal Audit Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013, and the rules made thereunder, the Board of Directors, at its meeting held on May 22, 2025, approved the appointment of M/s. Lookman Mansuri & Associates, Chartered Accountants, Vadodara (FRN: 0147550W), as the Internal Auditors of the Company to conduct the internal audit for the Financial Year 2025-26.

The Internal Auditors have submitted their comprehensive Internal Audit Report for the period ended March 31, 2026. The Board provides the following explanations and comments on the key thematic observations highlighted by the Internal Auditor:

Sr. No.	Thematic Observation Category	Key Findings of the Internal Auditor	Explanation from the Board of Directors
1.	Taxation and Statutory Compliances	Observations regarding non-deduction of TDS on professional fees totaling Rs. 10.42 Lakhs, mismatches in GST returns (GSTR-1, GSTR-3B, GSTR-2B) compared to books of accounts, non- filing of legacy GSTR-9/9C for FY 2017-18, and long-outstanding income tax provisions for legacy years FY 2016-17 and 2019-20.	The Board has taken strict cognizance of these compliance gaps. Management is currently working with independent tax consultants to reconcile all GST ledgers and file revised returns where legally permissible. We are actively coordinating with our corporate secretarial and compliance practice to remit all pending TDS dues on advisory services, MCA filings, and secretarial audits. Outstanding legacy tax assessments are being actively reviewed for appropriate closure.
2.	Cash and Treasury Management	Observations regarding a majority of trade transactions being executed in cash, maintenance of a high cash-on-hand balance (Rs. 3.08 Lakhs), and a lack of proper supporting vouchers for certain cash expenses and receipts.	Due to the niche nature of the philatelic and numismatic trade, retail transactions are occasionally cash-intensive. However, the Board has mandated the immediate implementation of robust maker-checker controls for all cash vouchers and is actively transitioning operational collections toward secure, digital banking channels to mitigate risk.
3.	Inventory and Investment Records	Observations regarding a significant accumulation of closing stock (Rs. 16.49 Crores), absent stock and investment registers, lack of an insurance policy for stock, and an absence of independent valuation records for investments amounting to Rs. 1.13 Crores.	The Company possesses rare and precious philatelic assets whose holding periods naturally extend over long durations. Nonetheless, the Board has directed the Accounts Department to meticulously update both the Stock Register and Investment Register. Independent Government- Recognized Valuers will be engaged to ensure accurate, transparent carrying values, and comprehensive insurance coverage will be procured for the inventory.
4.	Documentation and Accounting Standards	Observations regarding unsigned sales invoices, incomplete invoice particulars (missing HSN, PAN/GST details), non-availability of certain purchase invoices (including Rs. 5.27 Lakhs for secretarial/legal services), non-provisioning of administrative expenses, and the misclassification of unsecured advances as sundry creditors.	The management is deploying an upgraded, system-driven invoicing protocol to ensure all statutory particulars are auto-populated and duly authorized. We are retrieving all missing vendor and compliance invoices to complete our record- keeping. Furthermore, a comprehensive review of the ledger groupings is underway to ensure strict alignment with the Companies Act, 2013, and Ind AS standards, correcting the classification of advances and outstanding creditors.

COST RECORDS AND COST AUDIT:

The maintenance of cost records and the requirement for a cost audit, as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the business activities carried out by the Company. Accordingly, the Company is neither required to maintain such accounts and records nor required to appoint a Cost Auditor for the financial year under review.

CERTIFICATE ON CORPORATE GOVERNANCE:

The Company remains deeply committed to maintaining the highest standards of corporate governance, transparency, and accountability, continuously striving to integrate the best governance practices into its daily operations.

The requirement to issue corporate governance report is not applicable to the Company.

Regulation 15 (2) of the Listing Regulations states as under:

“The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply, in respect of -

a. a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

b. a listed entity which has listed its specified securities on the SME Exchange.”

As of March 31, 2026, the paid-up equity share capital of Alexander Stamps and Coin Limited stood at Rs. 9,31,20,000/-, and the total net worth stood at Rs. 16,77,64,676/-. Because the Companys financial parameters fall strictly within the stipulated exemption thresholds, the mandatory compliance with the aforesaid corporate governance provisions is not applicable. Consequently, the requirement to annex a separate Corporate Governance Report and the corresponding Certificate on Corporate Governance does not apply to the Company for the financial year under review.

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

The Company follows a zero-tolerance approach towards sexual harassment and remains firmly committed to ensuring a safe, inclusive, and respectful workplace for all employees.

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has formulated and implemented a comprehensive Policy on the Prevention of Sexual Harassment. Furthermore, the Company has duly constituted an Internal Complaints Committee (ICC) to facilitate the reporting and prompt redressal of any such complaints. The policy covers all individuals, including permanent, contractual, temporary employees, and trainees.

To strengthen awareness and foster a culture of respect, the Company periodically conducts structured training and sensitization sessions for employees across the organization. These initiatives are designed to build awareness regarding the provisions of the POSH Act, the internal redressal mechanism, and the expected standards of professional conduct.

The details of complaints filed, disposed of, and pending under the POSH Act during the financial year 2025-26 are as follows:

Particulars	FY 2025-26
Number of complaints on sexual harassment received	NIL
Number of complaints disposed of	NIL
Number of complaints pending as on March 31, 2026	NIL
Number of complaints pending for more than 90 days	NIL

THE CODE ON SOCIAL SECURITY, 2020 -CHAPTER VI MATERNITY BENEFIT:

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Chapter VI of Code on Social Security, 2020.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY & RISK MANAGEMENT:

The Company has adopted adequate internal financial controls, commensurate with the size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind-AS) and the Act. These are in accordance with the generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The Companys internal audit system is geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and Regulations, and safeguarding of assets from unauthorized use. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board and Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year 2025-26.

SHARE REGISTRAR & TRANSFER AGENT:

MCS Share Transfer Agent Limited (“MCS”), a SEBI registered Registrar & Transfer Agent (“RTA”) has been appointed as the Companys RTA. The contact detail of MCS is mentioned in the Notice of AGM.

CERTIFICATE BY THE MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER:

Although the Company is exempt from the mandatory compliance of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the exemption granted under Regulation 15(2), the Board remains committed to maintaining the highest standards of transparency and financial accountability. Accordingly, as a voluntary measure of good corporate governance, a compliance certificate executed by the Managing Director and the Chief Financial Officer has been provided and is annexed hereto as “Annexure 5”.

DEPOSIT:

During the financial year under review, the Company has neither accepted nor renewed any deposits from the public within the purview of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Furthermore, there are no outstanding or subsisting deposits as on March 31, 2026.

REPORTING OF FRAUD BY THE AUDITOR:

In terms of Section 134 (3) (ca) report by the Board of Directors is required to include the details in respect of frauds reported by auditors under sub-section 12 of section 143 other than those which are reportable to the Central Government. No such fraud was reported by the auditor during the period under review.

SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Report of the Board of Directors.

CREDIT RATINGS:

Requirement to take Credit ratings is not applicable to the Company during the year under review.

BUSINESS RESPONSIBILITY REPORT:

The provision relating to the Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

INDIAN ACCOUNTING STANDARDS:

The standalone financial statements of the Company for the financial year under review have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has neither given any loans or guarantee, nor provided any security in connection with any loan to any Body Corporate or person, nor has it acquired by subscription, purchase or otherwise, the securities of any Body Corporate as provided under Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company did not enter into any contracts, arrangements, or transactions with related parties requiring disclosure. Accordingly, the disclosure of particulars in Form AOC-2 is not applicable.

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

The information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding the conservation of energy, technology absorption, and foreign exchange earnings and outgo is provided below:

A. Conservation of Energy:

The Company is primarily engaged in the trading of philatelic and numismatic collectibles, which is not an energy-intensive operation. However, the Company remains conscious of its environmental responsibilities and takes adequate measures to minimize energy consumption at its administrative offices.

• Steps taken or impact on conservation of energy: Regular monitoring of energy usage and utilization of energy-efficient lighting and equipment at the office premises.

• Steps taken by the Company for utilizing alternate sources of energy: Nil

• Capital investment on energy conservation equipment: Nil

B. Technology Absorption:

Given the nature of the Companys business, which involves the buying and selling of rare stamps, coins, and related historical collectibles, there is no significant technological manufacturing process involved.

• Efforts made towards technology absorption: Not Applicable

• Benefits derived like product improvement, cost reduction, product development, or import substitution: Not Applicable

• Details of imported technology (during the last 3 years): Not Applicable

• Expenditure incurred on Research and Development (R&D): Nil

C. Foreign Exchange Earnings and Outgo:

During the financial year under review, the details of foreign exchange transactions are as follows:

• Foreign Exchange Earnings (Actual Inflows): Nil

• Foreign Exchange Outgo (Actual Outflows): Nil

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013, regarding Corporate Social Responsibility (CSR) are not applicable to the Company, as it does not meet the prescribed financial thresholds of net worth, turnover, or net profit. Accordingly, the requirement to constitute a CSR Committee and formulate a CSR Policy does not apply for the financial year under review.

ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year.

Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels. We place on record our appreciation for the contribution made by our employees at all levels.

The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

	By Order of the Board
	For Alexander Stamps and Coin Limited
Place: Vadodara
Date: September 03, 2026	Sd/-
	Anirudh Sethi
	Chairman & Managing Director
	DIN: 06864789