Avon Mercantile Ltd Directors Report

To

The Members

AVON MERCANTILE LIMITED

Your Board of Directors has pleasure in presenting the 41^st Annual Report of your Company for the Financial Year ended on 31^st March, 2026. The Company has duly made appropriate disclosures in this Board report with the objective of accountability and transparency in the working of the Company and to make you aware about the working and future perspective of the Company.

1. FINANCIAL SUMMARY OF HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The performance of the Company for the Financial Year ended 31st March, 2026 pursuant to requirement under Section 134(1) of the Companies Act, 2013 ("Act") read along with Rule 8(5)(1) of Companies (Accounts) Rules, 2014 is tabulated below:

RESULTS OF OUR OPERATIONS

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	NIL	NIL
a) Interest Income	484.21	255.22
Other Income	1.40	1.73
T otal Income	485.62	256.95
Finance Costs	337.49	161.11
Employee Benefits Expenses	26.49	48.15
Depreciation, Amortization and Impairment	1.10	0.86
Other Expenses	28.92	48.24
T otal Expenses	394.00	258.36
Profit / (Loss) before Exceptional Items and Tax	91.62	(1.41)
Exceptional Items	NIL	NIL
Profit / (Loss) Before Tax	91.62	(141)
Tax Expenses	NIL	NIL
Profit / (Loss) After Tax	91.62	(141)
Earnings per Equity Share - Basic (Rs. )	1.23	(0.02)
Earnings per Equity Share - Diluted (Rs. )	1.23	(0.02)

*The amount shown in bracket () are negative or decrease in value.

FINANCIAL ANALYSIS

During the year under review, the revenue generated from operations i.e, from interest is INR 484.21 Lakhs & revenue from other sources is INR 1.40 Lakhs during the year, which was however INR 255.22

Lakhs and INR 1.73 Lakhs during the preceding financial year. The Profit generated during the year under review was 91.62 Lakhs as compared to the loss incurred 1.41 Lakhs during the previous Financial Year 2024-2025.

2. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The Company has been registered with the Reserve Bank of India as a Non-Banking Financial Institution (Non-Deposit taking). During the year, the Company has categorized as a Non- Systemically Important Non-Deposit taking Non-Banking Financial Company as the main activity of the Company is of lending funds. The Company intends to continue the same line of business in future as well.

3. CHANGE(S) IN NATURE OF BUSINESS, IF ANY

There is no change in the nature in the business of the Company during the financial year ended March 31, 2026.

4. DIVIDEND

Based on Companys performance in the current year, the Board of Directors of the Company does not recommend any dividend on Equity Shares of the Company.

5. UNCLAIMED DIVIDEND

The Company has not declared any dividend since FY 2018-19. Accordingly, there is no amount of dividend lying unpaid or unclaimed in respect of any financial year and, consequently, the provisions relating to transfer of unpaid or unclaimed dividend to the Investor Education and Protection Fund (IEPF) under Section 124(5) of the Companies Act, 2013 are not applicable to the Company.

The details of unpaid/unclaimed dividend are therefore not applicable to the Company.

6. TRANSFER OF RESERVES

During the Financial Year 2025-2026, the Company has earned profits; however, in view of the accumulated losses of the previous financial years, no amount was transferred to the General Reserve in terms of Section 45-IC of the Reserve Bank of India Act, 1934.

7. CHANGES IN SHARE CAPITAL

The paid-up equity shares capital of the Company as on 31 March 2026 was 74,773.90 thousand. There has been no change in the Equity Share Capital of the Company during the year. The Authorized Share Capital of the Company is 750 Lakhs divided into 75,00,000 (Seventy-Five Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The Company has no other type of securities except equity shares forming part of Equity share capital.

8. DEPOSIT

The company is a Non-Deposit Taking-Non-Systematically Important NBFC (NBFC). As per the Reserve Bank Guidelines, the company is NBFC ND-ICC as the Company is not holding or accepting deposits as on the date of Balance Sheet. Further, the company being Loan Company falls in the category of Investment and Credit Company (NBFC-ICC) as per classification notified by RBI.

9. LISTING ON STOCK EXCHANGE

The shares of the Company are listed on main platform of BSE Limited. The International Securities Identification Number (ISIN) of company is INE471D01019 and the Scrip code is 512265.

The suspension in trading of equity shares of the company was revoked w.e.f. July 03, 2025 by BSE.

The Company had voluntarily applied for delisting of its equity shares from Calcutta Stock Exchange and the same has been granted w.e.f. 10^th June, 2025.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented its internal financial controls system considering the fundamental parts of various critical processes, physical and operational which include its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance. This ensures orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

The Audit Committee of the Board reviews the adequacy and effectiveness of the internal controls and checks and suggests desired improvements from time to time.

11. DIRECTORS AND KEY MANAGERIAL PERSONNELS

As on date, the Board of Directors of the Company comprises three Directors — two Independent Directors, namely Ms. Himani Aneja and Mr. Siddheshwar Kumar Upadhyay, and one Non-Executive Director, namely Mr. Gurvinder Pal Singh. Both Independent Directors have submitted declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013, and that there has been no change in circumstances during the year affecting their status as Independent Directors.

Changes in Key Managerial Personnel

During the year under review, the following changes took place in the Key Managerial Personnel of the Company:

• Mr. Ajay Singh resigned from the position of Chief Financial Officer (CFO) with effect from July 31, 2025.

• Ms. Disha Soni resigned from the position of Company Secretary (CS) with effect from September 16, 2025.

• Mr. Gaurav Aggarwal resigned from the position of Manager with effect from October 29, 2025, and was appointed as Chief Financial Officer (CFO) with effect from October 30, 2025.

• Ms. Himanshi Dhakad was appointed as Company Secretary (CS) with effect from October 30, 2025.

• Ms. Nikita Sherawat was appointed as Manager with effect from January 22, 2026.

The brief resume and other details of the Directors proposed to be re-appointed, as required under the applicable Secretarial Standards, are set out in the Notice convening the Annual General Meeting.

ANNEXURE-B.

i. Changes in the composition of the Board of Directors / Key Managerial Personnel.

As required under the provisions of Section 134(q) read with Rule 8(5) (iii) of the Companies (Accounts) Rules, 2014, the details of Directors or Key Managerial Personnel who were appointed or have resigned during the year 2025-2026 under review are as follows

Sr. Name of Director / Key Managerial No. Personnel	Designation	Date of Appointment / Change in Designation	Date of Resignation / Cessation
1 Mr. Gurvinder Pal Singh	Non-Executive Non-Independent Director	21/07/2019	-
2 Mr. Siddheshwar Kumar Upadhyay	Non-Executive Independent Director	28/09/2019 (Second Tenure)	-
3 Ms. Himani Aneja	Non-Executive Independent Director	29/08/2024	-
4 Ms. Disha Soni	Company Secretary	30/06/2021	16/09/2025
5 Mr. Ajay Singh	Chief Financial Officer	17/03/2025	31/07/2025
6 Mr. Gaurav Aggarwal	Manager	09/11/2023	29/10/2025
7 Mr. Gaurav Aggarwal	Chief Financial Officer	30/10/2025	-
8 Ms. Himanshi Dhakad	Company Secretary	30/10/2025	-
9 Ms. Nikita Sehrawat	Manager	22/01/2026	-

As on March 31, 2026, your Companys Board had a strength of 3 (Three) Directors. The Composition of the Board is as below:

Category	No. of Directors	% of Total no. of Directors
Non- Executive Director	3	100%

 

S. No. Name of the Director	Date of Appointment	Status
1. Mr. Gurvinder Pal Singh	Director (since 21st July, 2019)	Non-Executive
2. Ms. Himani Aneja	Director (since 29th August, 2024)	Non-Executive Independent
3. Mr. Siddheshwar Kumar Upadhyay	Director (Since 28th September,2019)	Non-Executive Independent

12. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OF SECTION 149

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the criteria of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and Other Employees

13. INDEPENDENT DIRECTORS MEETING

As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder, read with the Listing Regulations, the Independent Directors of the Company met amongst themselves without the presence of Non-Independent Directors and members of Management on its meeting 22th January, 2026.

14. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, 5(Five) Board Meetings were held. The Board periodically evaluates the need for change in its composition and size. Details of Board Meetings held and attended by the directors during the financial year 2025-26 are: -

Meeting Number	Date of the Meeting	Percentage of Attendance
First Meeting	15th May, 2025	100%
Second Meeting	13th August, 2025	100%
Third Meeting	30th October, 2025	100%
Fourth Meeting	14th November, 2025	100%
Fifth Meeting	22nd January, 2026	100%

15. COMMITTEES OF BOARD

1. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, as on 31 March 2026, the Audit Committee of Avon Mercantile imited comprises of following 3 (Three) Members, 2(Two) members are Independent NonExecutive Directors.

Name	Designation	Category
Mr. Siddheshwar Kumar Upadhyay	Chairman	Independent Non-Executive Director
Ms. Himani Aneja	Member	Independent Non-Executive Director
Mr. Gurvinder Pal Singh	Member	Non-Executive Director

The recommendation made by the Audit Committee from time to time was accepted by the Board of Directors.

2. NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to composition of Nomination and Remuneration Committee ("NRC")and the Companys policy on Directors, Key Managerial Personnel and other Employees appointment and remuneration and other matters provided in Section 178(3) and (4) of the Act. NRC while determining and / or recommending the criteria for remuneration / remuneration for Directors, Senior Management / KMPs and other employees ensure that:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to Directors, Senior Management / KMPs involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

During the year under review, no changes except those required under regulatory provisions were carried out to the Policy.

Name	Designation	Category
Ms. Himani Aneja	Chairman	Independent Non-Executive Director
Mr. Gurvinder Pal Singh	Member	Non-Executive Director
Mr. Siddheshwar Kumar Upadhyay	Member	Independent Non-Executive Director

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to composition of Stakeholders Relationship Committee in accordance with Section 178(5) of the Act are mentioned in the Corporate Information section of the Annual Report.

Name	Designation	Category
Mr. Gurvinder Pal Singh	Chairman	Non-Executive Director
Ms. Himani Aneja	Member	Independent Non-Executive Director
Mr. Siddheshwar Kumar Upadhyay	Member	Independent Non-Executive Director

4. RISK MANAGEMENT COMMITTEE

This committee has been constituted for monitoring and managing the different types of risks, pursuant to the requirement of Scale Based Regulations issued by Reserve Bank of India.

Name	Designation	Category
Mr. Gurvinder Pal Singh	Chairman	Non-Executive Director
Mr. Gaurav Aggarwal	Vice Chairman	CFO
Mr. Siddheshwar Kumar Upadhyay	Member	Independent Non-Executive Director

5. CREDIT COMMITTEE

This committee has been constituted for analyzing and sanctioning of loans to the potential borrowers, review the repayment schedules and default made by borrower in the repayment of loans.

16. SUBSDIARIES, JOINT-VENTURES OR ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to be its Subsidiary, Joint Venture or Associate Company.

17. INTER-SE TRANSFER OF PROMOTERS SHAREHOLDINGS

During the year under review, there was no change in inter-se-transfer of shares between promoters Groups.

18. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF IT COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually and the Committees of the Board.

Manner of Evaluation:

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, its committees and individual directors has to be made. It includes circulation of evaluation forms separately for evaluation of

the Board and its Committees, Independent Directors / Non-Executive Directors / Manager and Chairperson of the Company.

The process of the annual performance evaluation broadly comprises:

Board and Committee Evaluation:

• Evaluation of Board as a whole and the Committees is done by the individual directors / members, followed by submission of collation to NRC and feedback to the Board.

Independent / Non-Executive Director Evaluation:

• Evaluation done by Board members excluding the Director being evaluated is submitted to the Chairperson of the Company and individual feedback provided to each Director.

Manager or Chief Executive Officer Evaluation:

• Evaluation as done by the individual directors is submitted to the Chairperson of the Nomination and Remuneration Committee who further provides feedback to the Nomination and Remuneration Committee and subsequently to the Board.

In a separate meeting of Independent Directors held on 22^th January, 2026 performance of Non-Independent Director, performance of the Board as a whole considering the views of NonExecutive Director was done.

The performance of all the directors during the year was satisfactory and towards the growth prospects.

Personnel relations with all employees remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all employees of the Company.

19. CORPORATE GOVERNACE & COMPLIANCE CERTIFICATE (Not Applicable)

According to the provisions of Regulation 27(2) of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, read with Regulation 15(2) of Chapter IV of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the paid up capital of Avon Mercantile Limited ("the Company") having the registered office at Upper Basement, Smart Bharat Mall Plot No.I-2, Sector - 25A, Gautam Buddha Nagar, Noida, Uttar Pradesh- 201301, is less than Ten Crores i.e. INR 7,47,73,900.00 (Indian Rupees Seven Crores Forty Seven Lakhs Seventy Three Thousands Nine Hundred Only) and the Net Worth of the Company is less than Twenty Five Crores i.e. INR 6,04,00,065.00/- (Indian Rupees Six Crores Four Lakhs Sixty Five Only) as per latest audited Financial Statements as on financial year ended 31st March, 2026.

Hence, as per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, Corporate Governance provisions as specified in Regulation 17, 17 A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V is not applicable on the Company.

Further, Avon Mercantile Limited received a Non - Applicability Certificate of Corporate Governance Report from M/s. Roni Soni & Associates, Company Secretaries in Practice (C.P. No. 21854) regarding compliance with Corporate Governance norms as stipulated in Part C of Schedule V of the Listing Regulations for the financial year ended 31st March, 2026. The certificate confirming Non - Applicability of Corporate Governance Report on the Company is annexed as ANNEXURE - VII and form integral part of this report.

20. AUDITORS AND AUDITORS REPORT

At the 37th Annual General Meeting held on September 25, 2022, M/s. Gupta Garg & Agrawal, Chartered Accountants (Firm Registration No. 505762C), were appointed as Statutory Auditors of the Company to hold office for a term of 5 years, and they continue to hold their office during the year under review.

Pursuant to Section 139 and all the other applicable provisions of the Companies Act, 2013 read with relevant rules thereunder, M/s Gupta, Garg & Agrawal, Chartered Accountants (ICAI FRN: 505762C), having their office at G-55, Royal Palace, IInd Floor Laxmi Nagar, Vikas Marg, Delhi - 110092, were appointed as Statutory Auditors from the conclusion of the 37th AGM in the year 2022 until the conclusion of the AGM in the year 2027.

There are no qualifications, reservations or adverse remarks made by M/s Gupta, Garg & Agrawal, Chartered Accountants, Statutory Auditors, in their report for the financial year ended March 31, 2026. The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors has not reported of any incident of fraud to the Audit Committee during the year under review.

21. SECRETARIAL AUDIT REPORT

As required under Section 204(1) of the Companies Act, 2013 read with the rules made thereunder, M/s. Roni & Associates, Company Secretaries in Practice (C.P. No. 21854), were appointed as the Secretarial Auditors of the Company for a period of five consecutive years at the 40th Annual General Meeting of the Company to conduct the Secretarial Audit of the Company.

Accordingly, the Secretarial Audit Report for the financial year 2025-26, submitted by M/s. Roni & Associates in the prescribed Form MR-3, is annexed to this Report as Annexure IV and forms an integral part of this Report.

With respect to the observations made by the Secretarial Auditors in their Report, the Company has provided the necessary explanations/clarifications to the Secretarial Auditors, which form part of the Secretarial Audit Report. The Company is taking all necessary steps to ensure compliance with the observations made by the Secretarial Auditors.

22. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

A Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V para-C of Clause (10) (i) of SEBI LODR, 2015 has been attached as ANNEXURE-V obtained from M/s. Roni Soni & Associates, Company Secretaries in Practice (C.P. No. 21854) forms part of this Report.

23. COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013, the maintenance of Cost Records has not been specified by the Central Government for the business activities carried out by the Company. Thus, report under Clause 3 (vi) of the Order is not applicable to your Company.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Schedule V(B) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in the separate section and is marked as ANNEXURE - VIII and forms an integral part of this report.

25. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards - 1 and Secretarial Standards - 2 issued by the Institute of Company Secretaries of India and approved by the Central Government.

26. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has adopted a Vigil Mechanism Framework and duly uploaded on the website of the Company URL: https://www.avonmercantile.co.in/investors.php . The objective of the framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations directly to the Chairman of the Audit Committee of the Company.

The role of Chairman of the Audit Committee of the Company is to review the grievance at the initial stage and in case the grievance is material, the same is investigated through appropriate delegation. After investigation, the complaint with investigation report is forwarded to Audit Committee. The Committee takes necessary actions to maintain

confidentiality within the organization on matters brought to its attention.

27. RISK MANAGEMENT POLICY

A key factor in determining a Companys capacity to create sustainable value is the risks that the Company is willing to take and its ability to manage them efficiently. Many risks exist in a Companys Risk Management process and they emerge on a regular basis. A Risk Management Policy is formed to frame, implement, and monitor the risk management plan for the Company and ensuring its effectiveness. The sole purpose of this policy shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regards to the identification, evaluation and mitigation of operational, strategic and external environmental risks.

Keeping in view the Risks associated with the Company being NBFC and the need to mitigate those risks, as per the requirements of Scale based Regulations of RBI, the Company has formed a Risk Management Committee during the year under review with the following Composition of Directors:

Name	Designation	Category
Mr. Gurvinder Pal Singh	Chairman	Non-Executive Director
Mr. Gaurav Aggarwal (Appointed w.e.f. 30/10/2025)	Vice Chairman	CFO
Mr. Siddheshwar Kumar Upadhyay	Member	Independent Non-Executive Director

28. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of annual return of the financial year 2025-26 on its website at https://avonmercantile.co.in/investors.php .

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which financial statements relates and the date of this Report.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

31. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control systems which ensure that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. It provides for adequate checks and balances and is meant to ensure that all transactions are authorized, reported correctly. The Internal Financial controls with reference to the Financial Statements are adequate commensurate with the size and nature of its business.

The Board has appointed M/s Garg Gagan & Associates, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2026-2027. The Internal Audit Report for the financial year ending 2026 along with observations and recommendations contained therein was placed before the Audit Committee in its meeting held on 20^th May, 2026 and was taken note of.

32. DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME

The Company has not provided any Employee Stock Option Scheme or Purchase Scheme to the employees.

33. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2025-26 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.

34. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of directors and employees as required under Section 197(12) of the Companies Act read with Rule 5(1) and Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 "Remuneration Rules" and "the names of the top ten employees in terms of remuneration drawn" are provided in the ANNEXURE-III to Boards Report and there are no employees/ Directors who were in receipt of remuneration in excess of the limit provided in Section 197(12).

35. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year ended March 31, 2026, the Company lays down the details of the particulars of loans, guarantees and investments covered under Section 186 of the Act have

been disclosed in the financial statements forms part of this Annual Report.

36. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE COMPANIES ACT, 2013

During the financial year 2025-26, your Company has not entered into any transaction with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definition Details) Rules, 2014, all of which were in the ordinary course of business and on arms length basis and in accordance with the provisions of Section 188 (1) of the Companies Act, 2013, read with the applicable Rules issued thereunder is attached in Form AOC-2 as "ANNEXURE-I" which forms part of this report.

3 7. PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company has constituted Internal Complaints Committee under the "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" in order to provide a protective environment at workplace for all its women employees. The framework of the policy for reporting sexual harassment cases at workplace ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programs against the sexual harassment are conducted across the organization.

The Company is committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review, no case of sexual harassment was filed with the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of sexual harassment complaints for the financial year ended 31st March, 2026 are as follows:

Particulars	FY 2025-26
Complaints filed during the year	NIL
Complaints disposed of during the year	NIL
Complaints pending - 90 days	NIL
Complaints pending at end of the year	NIL

38. MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including provision of maternity leave, nursing breaks, and creche facilities (where applicable), ensuring a supportive work environment for women employees.

39. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rules 8(3) of the Companies (Accounts) Rules, 2014 the details of the activities in the nature of Energy Conservation, Research and Developments, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as "ANNEXURE- II" which forms part of this report.

40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company has not developed and implemented any Corporate Social Responsibilities initiatives, as the said provisions are not applicable on your Company.

41. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 financial year and of the loss of the company for that period;

c. 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 frauds and other irregularities;

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

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

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY & BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

43. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not taken any term loan from any Bank(s).

44. ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided to the Company by its bankers, financial institutions, and government as well as non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. Your directors give their sincere gratitude to the customers, clients, vendors and other business associates for their continued support for the Companys growth. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.