Assam Entrade Ltd Directors Report

The summarized consolidated and standalone financial performance of your Company is as follows: ( in Lakhs)

* EPS = Net Profit/ Weighted Average number of Equity Share- FY25-26 Standalone EPS (Basic & Diluted) = 1,97,38,979.66/14,39,790 = 13.71 per share

* EPS = Net Profit/ Weighted Average number of Equity Share- FY25-26 Consolidated EPS (Basic & Diluted) = 1,97,46,128.52 /14,39,790 = 13.71 per share

The Company is engaged in the business of trading in shares and securities, providing inter corporate loans and trading in mutual funds units as a Non Banking Financial Company without accepting public deposits for which the certificate of registration has been obtained from the Department of Non- Banking Supervision, Reserve Bank of India.

The development of the 66.68-acre Integrated Township Project located across the villages of Singhpur Kachaar, Hindupur, and Sambhalpur in Kanpur Nagar, Uttar Pradesh where the Company is acting as the lead member alongside six consortium members which are corporates. Earlier, during the previous financial year(s), the Company secured the development license and received approval for the Detailed Project Report (DPR) from the Kanpur Development Authority (KDA). Progressing further, the formal approval for the final layout plan was duly granted by KDA in February, 2026.

The land owned by the Company "Assam Entrade Limited" in the Integrated Township Project is 19.56 acre, the rest 38.73 acre belongs to other consortium members and 8.39 acre land is yet to be acquired.

The Key highlights pertaining to the business of the Company for the Financial year 2025-26 have been given hereunder:

(As per the Standalone Financial Statements for 31^st March, 2026)

The Total Revenue from operations of the Company during the financial year 2025-26 was 800.37 Lakhs against the revenue from operations of 854.75 Lakhs in the previous financial year 2024-25. The Net Profit before tax for the year under review was 306.30 Lakhs as compared to the profit before tax in the previous year of 407.01 Lakhs. The Net Profit after tax for the year under review was 197.39 Lakhs as compared to the profit after tax in the previous year of 302.49 Lakhs. The Earnings per Share (EPS) of the company is 13.71 per share.

(As per the Consolidated Financial Statements for 31^st March, 2026)

The Total Revenue from operations of the Company during the financial year 2025-26 was 800.68 Lakhs against the revenue from operations of 855.05 Lakhs in the previous financial year 2024-25.

The Net Profit before tax for the year under review was 306.52 Lakhs as compared to the profit before tax in the previous year of 406.93 Lakhs. The Net Profit after tax for the year under review was 197.52 Lakhs as compared to the profit after tax in the previous year of 302.40 Lakhs. The Earnings per Share (EPS) of the company is 13.71 per share. Your Company has complied with all the acts, rules, regulations and guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.

The inter-corporate loans and investments made by the Company during the period under review were in the ordinary course of business and at arms length. The Financial Statements are forming part of this Annual Report.

During the financial year under review the Company has transferred the Profit to Surplus as shown in notes to accounts of the financial statements.

The Company has created Statutory Reserves under Section 45-IC of the Reserve Bank of India Act, 1934 and transferred 39.48 Lakhs from profits earned during the year under review.

The Paid-up Share Capital of the Company as on 31^st March, 2026 is at 1,43,97,900/-. There was no change in share capital of the Company during the year under review.

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

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review. Therefore, the Companys Board of Directors does not recommend a dividend for the year ended 31^st March, 2026.

During the period under review, the Company had 2 (Two) subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

Details of Subsidiaries are as follows:

Note:

Pursuant to provisions of Section 129(3),134 & 136 of the Act and Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on Standalone Financial Statements and a Statement containing salient features of financial statements of companys subsidiaries, as included in the Consolidated Financial Statements, is presented herewith in Form AOC-1 as Annexure-A.

In terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board adopted a Policy for Determining Material Subsidiary ("Material Subsidiary Policy") in terms of which none of the subsidiaries are material subsidiaries of the Company. Details of the Material Subsidiary Policy is available on the Companys website at https://assamentrade.com/policies-programme-codes/

The standalone audited financial statements of each of the subsidiaries are available on the website of the Company at https://assamentrade.com/

These financial statements are also available for inspection by any member at the Registered Office of the Company. Any member desirous of obtaining a copy of the same may write to the Company.

In accordance with the third proviso of Section 136 (1) of the Companies Act, 2013 and rules made thereunder, the Annual Report of the Company, containing therein its Financial Statements shall be placed on the website of the Company at https://assamentrade.com/annual-reports/

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable provisions of Companies Act, 2013 ("the Act"), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report.

There have been no material changes during the year under review. The overall performance of the company was steady and satisfactory. Company successfully managed to pay all its liabilities in time and managed to carry out all its business and commercial obligations timely and with dignity. Your directors shall continue to put-in all efforts for better and bright prospects of the company.

The company is considering various possibilities for the present business activities keeping in view the profitability and stability of business of the company. The company is also pursuing the possibility into other related activities. There have not been any material changes and commitments affecting the financial position of the company between the end of the financial year of the company and the date of the Boards report.

10. PUBLIC DEPOSITS

No disclosure is required for the year under review since the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities is not applicable to the Company since the Company is a Non- Banking Financial Company registered with the Reserve Bank of India. The details of loan given, investments made and guarantees and security provided during the financial year are furnished in the Notes to the financial statements.

12. RELATED PARTY TRANSACTIONS

All the related party transactions/contracts/arrangements entered by the Company during the financial year 2025-26 were on an arms length basis and were carried out in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Regulations.

All related party transactions were placed before the Audit Committee for its prior approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of repetitive nature. The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial personnel, subsidiaries and associate Companies which might have a potential conflict with the interest of the Company.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, have been Annexed in in Annexure B.

The related party transactions entered into by the Company during the year under review, are disclosed under Note No. 33 of the Notes to the Standalone Financial Statements for the year ended 31^st March, 2026.

13. CORPORATE SOCIAL RESPONSIBILITY

During the period under review, the provisions of Section 135 and Schedule VII to the Companies Act, 2013, and rules made thereunder, pertaining to Corporate Social Responsibility ("CSR") is not applicable to the Company. Therefore, the Company is not required to adopt CSR Policy, constitute CSR Committee and the details of expenditures on CSR activities are not furnished by the Company.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an adequate Internal Financial Control System with reference to the financial statements and Internal Control System, commensurate with the size, scale and complexity of its operations.

The Directors have laid down Internal Financial Control procedures to be followed by the Company which ensures the compliance with various policies, practices and statutes, keeping in view the organizations pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The Audit Committee of the Board is vested with the powers to evaluate the adequacy and effectiveness of the Internal Financial Control system of the Company, thereby ensuring that:-

M/s V. Vishal & Co., Chartered Accountants, the Internal Auditor of the Company monitors and evaluates the efficiency and adequacy of its Internal Control System, its compliance with operating systems, accounting procedures and policies of the Company.

An Internal Audit Report is furnished by the Internal Auditors on a quarterly basis and the same is laid before the Audit Committee and Board of Directors.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the rules made thereunder and pursuant to Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy for its Directors and employees, to report instances of unethical encumbered and actual or suspected fraud or violation of the Companys Code of Conduct. The aim of the Vigil Mechanism Policy is to provide adequate safeguards against encumbered of the whistle blower who avails the mechanism and provides direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The details of the Whistle Blower Policy are available on the website of the Company: https://www.assamentrade.com/policies-programme-codes/

The policy provides for adequate safeguard against the victimization of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The functioning of Vigil Mechanism is overseen by the Audit Committee.

During the period under review, no such complaint of unethical or improper activity has been received by the Company.

16. RISK MANAGEMENT

The company has adequate Risk management systems for timely identification, assessment, and prioritization of risks and its consequent effect in terms of uncertainty on objectives of the company. There is proper and constant follow-up through coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events and to maximize the realization of opportunities.

Risk management policy is guided by the objective to assure that risk uncertainties do not deflect the endeavor of the operational efforts on each level from the business goals.

The Company being a Non- Banking Financial Company is regulated by Reserve Bank of India (RBI) and the Board of Directors of the Company has constituted the Risk Management Committee to frame, implement and monitor the Risk Management Policy of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Companys website at https://www.assamentrade.com/policies-programme-codes/

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

During the year under review, there were no cases filed pursuant to the Sexual harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of the number of complaints received, disposed off and pending for the year under review as follows:

(a) Number of Complaints of sexual harassment received: Nil (b) Number of Complaints disposed of during the year: Nil (c) Number of cases pending for more than 90 days: Nil

18. CONFIRMATION WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS

RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder during the financial year ended 31^st March, 2026.

The Company remains committed to upholding the rights and welfare of its women employees and has ensured that all eligible employees have been extended the benefits as prescribed under the said legislation in a timely and appropriate manner.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is governed by the relevant provisions of the Companies Act, 2013 and rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, the Articles of Association of the Company, and all other applicable laws and is in accordance with the best practices in corporate governance from time to time. i. Board of Directors

As on 31^st March, 2026, there are six Directors in the Company, the details are as follows:

ii. Fit and Proper Criteria

All the Directors of the Company duly meet the fit and proper criteria stipulated by the Reserve Bank of India.

iii. Directorships appointed/ceased during the year

During the year under review, there were no changes in the composition of Board of Directors of the Company as on 31^st March, 2026.

iv. Retirement by Rotation

In accordance with Section 152 of the Companies Act, 2013 and rules framed thereunder, and in terms of the Articles of Association of the Company, Mr. Nishant Gupta (DIN: 00326317) Executive Director, is liable to retire by rotation, and being eligible, has offered himself for re-appointment.

The Board recommends the proposal of his re-appointment for consideration of the Members at the ensuing 41^st AGM of the Company.

v. Changes in Composition of Board of Directors after 31^st March, 2026 till 26^th August, 2026

The Board of Directors based on the recommendations of the Nomination & Remuneration Committee at their meeting held on 26^th August, 2026 has appointed Mr. Sunil Kumar Gupta (DIN: 11899017) as Additional Director in the capacity of Additional Non-Executive Independent Director up to the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2031 or for a term of five consecutive years, whichever is earlier, subject to the approval of the members at the ensuing 41^st Annual General Meeting of the Company.

The Board recommends the proposal for appointment of Mr. Sunil Kumar Gupta as Non-Executive Independent Director for consideration of the Members at the ensuing 41^st AGM of the Company.

Appropriate resolutions seeking Members approval for appointment/re-appointment of the Directors along-with their brief profile are placed in the Notice of ensuing AGM.

vi. Key Managerial Personnel

As on 31^st March, 2026, the Company has the following KMPs in accordance with the provisions of the Companies Act, 2013, rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Mr. Nishant Gupta - Managing Director Mr. Jayesh Gupta - Chief Financial Officer

During the financial year 2025-26, Ms. Arpita Sharma, Company Secretary & Compliance Officer, resigned from the office w.e.f. 12^th February, 2026 and in her place the Board had appointed Mr. Divyansh Agarwal as Company Secretary & Compliance Officer of the Company w.e.f. 1^st May, 2026.

The appointment of Mr. Divyansh Agarwal, Company Secretary and Compliance Officer of the Company is made in compliance with the Regulation 6 of SEBI (LODR) Regulations, 2015 and Section 203 of Companies Act, 2013 and rules made thereunder.

20. BOARD MEETING

During the year ended 31^st March, 2026, Nine (9) Board meetings were held and the gap between two consecutive Board Meetings did not exceed 120 days and at least one meeting was held in each quarter.

The details of the constitution and meetings of the Board held during the year are provided in the Corporate Governance Report. (Annexure-E)

21. INDEPENDENT DIRECTORS

a) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have their names registered in the Independent Directors Databank.

b) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Companys operations and business and contribution at Board Meetings through which the Board satisfy itself with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed in the Company.

c) Details of Familiarization Program

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every Independent Director on the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Companys strategy, operations, organization structure, human resources, quality, finance and risk management at each Board Meeting before taking up the Agenda items for discussion.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Companys website at https://assamentrade.com/management-profile/

22. EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read with Clause VIII of Schedule IV to the Companies Act, 2013 and the requirements laid down under Schedule II on Corporate Governance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Nomination and Remuneration Committee has framed Policy for evaluation of performance of the Board, its committees and individual Directors. The Policy inter alia provides the criteria for evaluation of performance such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking and relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

During the year under review, a meeting of Independent Directors was held on 30^th September, 2025 to carry out annual evaluation of the performance of the Board, its committees and of individual directors.

The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

23. POLICY GOVERNING THE APPOINTMENT AND REMUNERATION OF THE

DIRECTORS AND EMPLOYEES

A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31^st March, 2026, is annexed as Annexure C.

The Nomination & Remuneration Committee develops the competency requirements of the Board based on the industry and strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence, before recommending them to the Board.

Besides the above, the Nomination & Remuneration Committee ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Policy on diversity of the Board of Directors and a Policy on remuneration of the directors, key managerial personnel and other employees. The Policy on Diversity of the Board of Directors has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Policy on remuneration of the directors, key managerial personnel and other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Policy on remuneration of the directors, key managerial personnel and other employees aims: (a) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Executives and Other Employees of the quality required to run the Company successfully; (b) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; (c) that remuneration to Directors, Executives and Other Employees involves a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; and (d) to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. The detailed policy on remuneration of the directors, key managerial personnel and other employees is available on the Website at the URL https://assamentrade.com.

The company has formulated the Nomination and Remuneration Policy in respect of appointment and remuneration of the directors in pursuance of section 178(3).

Remuneration paid for the FY-25-26 to Executive Directors is as follows-

Further, none of the employee is in receipt of remuneration in excess of the limits prescribed in the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the Financial Statements for the Financial Year ended on 31^st March, 2026 and state:

a. That in the preparation of Annual Accounts for the Financial Year ended as at 31^st March, 2026, the applicable Indian Accounting Standards have been followed and there are no material departures;

b. That the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 Financial Year ended as at 31^st March, 2026 and of the profit and loss of the Company for the Financial Year ended on 31^st March, 2026;

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

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

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

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

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

26. AUDITORS

a) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Mehrotra & Co, Chartered Accountants (Firm Regn. No.: 000720C), were re-appointed as the Statutory Auditors of the Company for a second term of five consecutive years at the Annual General Meeting ("AGM") held on 30^th September, 2022.

The report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimer given by the Statutory Auditors in their report. The comment made by the auditors is self-explanatory. Valuation of Investment made in equity instrument of unlisted companies have been made at its amortized costs due to non-availability of recent information of its fair value but it has no material impact on presented accounts.

The company does not have any expected credit loss for the period under review. Further, has reasonable and supportable information at the reporting date about past events, current conditions and forecasts of future economic condition of above stated statement.

b) SECRETARIAL AUDITORS

M/s. Shivam Grover & Associates, Company Secretaries (Certificate of Practice No.24898), were appointed by the Board and thereafter by the members at the 40^th Annual General Meeting as the Secretarial Auditor of the Company for a tenure of five consecutive financial years spanning from FY 2025 26 to FY 2029 30. However, they tendered their resignation from the position with effect from 28^th April, 2026, citing internal professional reasons.

Consequent to the casual vacancy caused by the said resignation, the Board on the recommendation of Audit Committee, at its meeting held on 1^st May, 2026, had appointed M/s. HKS & Associates LLP, Practicing Company Secretaries, (Certificate of Practice No.14214; Peer review Certificate No. 6731/2025) as the Secretarial Auditors of the Company to fill the casual vacancy and conduct the Secretarial Audit for the Financial Year 2025 26 and shall hold office until the conclusion of the ensuing 41^st Annual General Meeting of the Company.

The Company has received written consent from M/s. HKS & Associates LLP, for their appointment as Secretarial Auditors of the Company for upcoming 5 years. Accordingly, the approval of the members for the appointment of M/s. HKS & Associates LLP, Company Secretaries as Secretarial Auditors of the Company, for a term of 5 (five) consecutive years i.e. FY2026-27 to FY 2030-31, is being sought at the ensuing AGM.

Information about the proposed appointment of M/s. HKS & Associates LLP, as Secretarial Auditors has been provided in the Notice of ensuing AGM.

c) INTERNAL AUDITORS

In compliance with Section 138 of the Companies Act, 2013 and the relevant rules made thereunder, M/s V. Vishal & Co., Chartered Accountants, Kanpur, continued to act as the Internal Auditors of the Company for the Financial Year 2025-26, pursuant to their appointment for a period of three financial years (FY 2024-25 to FY 2026-27).

The quarterly Internal Audit Reports are regularly placed before the Audit Committee for its review.

27. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

28. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of Cost audit as prescribed under the provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, is not applicable to our Company.

29. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2026 is available on the website of the Company at https://assamentrade.com/annual-returns/

30. CORPORATE GOVERNANCE REPORT

It has always been the Companys endeavor to excel through better Corporate Governance and fair and transparent practices. The report on Corporate Governance for the financial year 2025-26 is appended to this Annual Report. (Annexure- E)

In accordance with the Non-Banking Financial Companies Corporate Governance (Reserve Bank) Directions, 2015, issued by Reserve Bank of India, the Company has adopted the internal guidelines on Corporate Governance.

31. CODE OF CONDUCT

The Board has approved a Code of Conduct which is applicable to the members of the Board and all the employees in the course of day-to-day operations of the Company. The Code of Conduct has been placed on the Website at URL https://www.assamentrade.com/policies-programme-codes/

The Code of Conduct lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in workplace, in business practices and in dealing with stakeholders. All the members of the Board and the Senior Management Personnel have confirmed compliance with the Code of Conduct.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS/ OUTGO

The particulars regarding Conservation of Energy and Technology Absorption are not furnished since the Company is not a manufacturing entity.

During the financial year under review, the Company did not have any foreign exchange earnings and outgo.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as integral part of this report at Annexure -G and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

34. FRAUD REPORTING

There was no fraud reported by the Statutory Auditors of the Company, under Section 143(12) of the Companies Act, 2013 and rules made thereunder, to the Board during the period under review.

35. COMPLIANCE WITH THE REGULATIONS ISSUED BY THE RESERVE BANK OF INDIA

The Company continues to fulfill all the norms and standards laid down under the Master Directions and the other applicable regulations issued by the Reserve Bank of India, from time to time.

36. PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy with a view to regulate the trading in securities by the designated persons of the Company. The Insider Trading Policy requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for the implementation of the Insider Trading Policy.

The Insider Trading Policy can be accessed from the website of the Company at URL https://www.assamentrade.com/policies-programme-codes/

37. HUMAN RESOURCE-INITIATIVES

During the period under review, your Company has strengthened its Management team and Core Leadership team to steer the Companys business conscientiously and diligently. Efforts have been put in to attract the best talent from the industry to build a strong foundation.

Your Company provides an employee friendly environment where employees are empowered and given an opportunity to demonstrate their talent, that eventually boost their career growth in the Company.

38. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

There are 5 employees in the Company as on 31^st March, 2026.

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, a Statement showing names & other particulars of the employees is provided under Annexure - C to this report.

39. LISTING OF SECURITIES

The Equity shares of the Company are listed on BSE Limited, Mumbai on 13^th day of January, 2020. The listing fee for the Financial Year 2025-26 has been duly paid.

40. GENERAL DISCLOSURES

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

a) The Company has not bought back any of its securities; b) The Company has not issued any bonus share; c) The Company has not issued any sweat equity shares; d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise; e) The Company is not liable to transfer amount of dividend lying in the unpaid dividend account to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 125 of the Companies Act, 2013; and f) There was no revision in the financial statements between the end of the financial year and the date of this report.

41. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATE

The Certificate from Mr. Nishant Gupta, Managing Director and Mr. Jayesh Gupta, Chief Financial Officer with regard to the financial statements and other matters as stated in the Compliance Certificate has been furnished, mandated under Regulation 17(8) read with Part B under the Schedule II on Corporate Governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in Annexure H.

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER IBC, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS

During the year under review, there were no applications filed or any proceedings pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016 .

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

44. ACKNOWLEDGEMENTS

Your directors would gratefully like to place their appreciation for the assistance and cooperation received from the Companys bankers during the period under review. The Directors also acknowledge, with appreciation, the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support from all the investors of the Company.