B P Capital Ltd Directors Report

During the year under review, the Company incurred a net loss of Rs 16,762.59/- for the year ended March 31, 2026, on a standalone basis. A summary of the financial performance of the Company on a standalone basis for the financial year ended March 31, 2026, is given below:

(Amount in Hundred)

In view of losses incurred by the Company, your Directors regret their inability to recommended dividend on equity shares for the year under review.

In view of losses incurred by the Company, no amount is proposed to be transferred to Reserves for the year under review.

During the year under review total revenue of the Company was Rs. NIL as against Rs. NIL in the previous year. The company incurred a net loss (before tax) of Rs. 16,762.59 against a net loss (before tax) of Rs. 16,08,594/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

B. Future Prospects

During the year under review, the Company continued to evaluate opportunities for revival and growth of its business operations. The Company was earlier registered with the Reserve Bank of India (“RBI”) as a Non-Banking Financial Company (“NBFC”) and had voluntarily surrendered its Certificate of Registration (“CoR”), which was cancelled by the RBI vide its Order dated October 06, 2016. Accordingly, the Company ceased to undertake activities requiring registration as an NBFC.

Considering the limited business operations and prevailing market conditions, the Company is evaluating viable opportunities for establishing a sustainable business model. In this regard, the Company has identified the consumer electronics and allied products sector as a potential area for future business expansion, including activities relating to the trading and distribution of computer hardware and software, consumer electronics, mobile phones, electronic products and allied products.

The Company is undertaking the necessary preliminary assessment for commencing the proposed activities, including evaluation of market opportunities and applicable regulatory requirements. The Company also proposes to suitably alter its Memorandum of Association to enable it to undertake the proposed business activities, subject to requisite approvals.

The Board is confident that the proposed business strategy will enable the Company to revive its operations, strengthen its revenue-generating capabilities and create sustainable long-term value for its shareholders and other stakeholders.

During the year under review, there is no change in the nature of business of the company.

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, except as stated herein.

The Board of Directors, at its meeting held on August 29, 2026, identified computer hardware and software, consumer electronics, mobile phones, electronic products and other allied products sector as a potential area for the Companys future business activities. The proposed activities include trading, distribution and allied activities relating to computer hardware and software, consumer electronics, mobile phones, electronic products and other allied products, with a view to reviving and expanding the Companys business operations and strengthening its revenue-generating capabilities.

In this regard, the Company proposes to suitably alter the relevant Object Clause(s) of its Memorandum of Association to enable it to undertake the proposed business activities, subject to the approval of the members and such other statutory and regulatory approvals, consents and permissions as may be required under applicable laws. The proposed business activities may have an impact on the Companys financial position and performance in the future, depending upon the scale and extent of operations undertaken.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future

During the year, there is no significant and material order passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has no Subsidiary/Joint-venture/Associate Company. During the year, no company has become or ceased as Subsidiary/Joint-venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company.

11. Public Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

12. Auditors

A. Statutory Auditors:

M/s. Nemani Garg Agarwal & Co. (Firm Registration No. 010192N), Chartered Accountants were re-appointed as the Statutory Auditors of the company, in the 31^st Annual General Meeting of the company held on 28^th September, 2024, to hold the office for a term of five (5) consecutive years, i.e., from the conclusion of the 31^st Annual General Meeting of the company until the conclusion of 36^th Annual General Meeting to be held in the calendar year 2029, at such remuneration as my be mutually agreed and approved by the Board.

Statutory Auditors Report

The report given by the Auditors on the Standalone Financial Statements of the Company for the year ended March 31, 2026 forms part of this Annual Report. The comments on statement of accounts referred to in the report of the Auditors are self- explanatory. Auditors Report does not contain any qualification, reservation or adverse remark.

B. Secretarial Auditors:

M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 32^nd AGM held on September 29, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and marked as Annexure IA to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit Report

The Secretarial Auditors of the Company have examined the compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the applicable SEBI Regulations, circulars and guidelines issued thereunder, and other laws applicable to the Company, and have submitted their Secretarial Audit Report dated August 18, 2026.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their Report, except for the following observation:

The Company has defaulted in payment of Annual Listing Fees to BSE since the financial years 2022-23 and, therefore, BSE has suspended the trading of the scrip of the company on BSEs web portal due to non-payment of annual listing fees w.e.f. 17th May, 2023. However, BSE pursuant to its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange. The company has been marked under the Graded Surveillance Measure (GSM) Stage 0 by the Bombay Stock Exchange.

The Calcutta Stock Exchange Limited (CSE) has pursuant to SEBI CIR. NO. SEBI/HO/CFD/DCR/CIR/P/2016/81dated 07th September, 2016 taken action against the company and suspended the trading of scrip of the company due to non-payment of its annual listing fees.

Our Explanation to Secretarial Auditors observation:

The Company had outstanding Annual Listing Fees (“ALF”) of Rs. 12.72 lakh payable to BSE Limited (“BSE”) as on 31st March, 2026. The Company has made a part payment of Rs. 12.00 lakh towards the outstanding ALF on 22nd May, 2026, leaving a balance of Rs. 0.72 lakh payable to BSE. The Company had outstanding Annual Listing Fees (“ALF”) of Rs. 12.72 lakh payable to BSE Limited (“BSE”) as on 31st March, 2026. We have made a part payment of Rs. 12.00 lakh towards the outstanding ALF on 22nd May, 2026. The balance outstanding amount of Rs. 0.72 lakh is yet to be paid. The Company is making necessary arrangements for payment of the balance outstanding dues and are confident that the same will be cleared in due course.

The trading in the securities of the Company has been suspended by The Calcutta Stock Exchange Limited (“CSE”) for reasons beyond the control of the Company. The Company has been continuously pursuing the matter with CSE for revocation of the said suspension; however, despite its continued efforts, the matter has not yielded any favorable outcome. Further, even upon revocation of the suspension, the securities of the Company may not be readily tradable through CSE, as CSE does not presently provide nationwide trading terminals comparable to those provided by BSE and NSE. The Company remains committed to complying with all applicable laws, regulations and regulatory requirements and continues to take all necessary and appropriate steps towards resolution of the aforesaid matter.

Secretarial Compliance Report

As per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, every listed entity is required to obtain, in addition to the Secretarial Audit Report, an annual Secretarial Compliance Report from a Practicing Company Secretary (“PCS”) with respect to compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder.

In compliance with the aforesaid requirements, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial Auditors of the Company, examined the compliance of the Company with the applicable provisions of the SEBI Regulations and the circulars/guidelines issued thereunder and issued the Secretarial Compliance Report.

The Secretarial Auditors, vide their Secretarial Compliance Report dated May 28, 2026, have reported that the Company has maintained proper records and complied with the applicable provisions of the SEBI Regulations and the circulars/guidelines issued thereunder.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their Report, except for the following observation:

The Company has defaulted in payment of Annual Listing Fees of BSE and, therefore, BSE has suspended the trading of the scrip of the company on BSEs web portal due to non-payment of annual listing fees. The company has been marked in Graded Surveillance Measure (GSM) Stage 0. However, BSE pursuant to its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange. defaulted in payment of Annual Listing Fees of BSE till January 2026 and, therefore, BSE has suspended the trading of the scrip of the company on BSEs web portal due to non-payment of annual listing fees. The company has been marked in Graded Surveillance Measure (GSM) Stage 0. During the Financial Year 2025-2026, the listed entity was levied a fine of Rs. 2360/- including GST for late submission of Annual report within the period prescribed under regulation 34 of the SEBI (LODR) Regulations, 2015. The Company had accepted unsecured loans aggregating to Rs. 119.38 Lakhs from related parties, including a related party company and its own Directors. The said loans were interest-free in nature.

Our Explanation to Secretarial Auditors observation:

The Company had outstanding Annual Listing Fees (“ALF”) of Rs. 12.72 lakh payable to BSE Limited (“BSE”) as on 31st March, 2026. The Company has made a part payment of Rs. 12.00 lakh towards the outstanding ALF on 22nd May, 2026, leaving a balance of Rs. 0.72 lakh payable to BSE. The Company had outstanding Annual Listing Fees (“ALF”) of Rs. 12.72 lakh payable to BSE Limited (“BSE”) as on 31st March, 2026. We have made a part payment of Rs. 12.00 lakh towards the outstanding ALF on 22nd May, 2026. The balance outstanding amount of Rs. 0.72 lakh is yet to be paid. The Company is making necessary arrangements for payment of the balance outstanding dues and are confident that the same will be cleared in due course. The Company had duly submitted the Annual Report for the Financial Year 2024-25 within the timeline prescribed under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, due to an inadvertent error, the Annual Report was uploaded on the BSE Limited portal under the “Corporate Announcements” tab instead of the designated “Regulation 34(1) Annual Report” tab. Consequently, BSE Limited levied a penalty on the Company, in respect of the aforesaid filing. The penalty so levied has been duly paid by the Company. The Company has received unsecured financial assistance, repayable on demand, from its related parties. During the year under review, the Company did not have any active business operations and, accordingly, remained dependent upon such financial assistance to meet its statutory dues, working capital requirements, salaries and other employee-related obligations. The aforesaid financial assistance was provided by the related parties to support the Companys immediate financial and operational requirements and to enable the Company to discharge its statutory and employee-related commitments. The amounts so received have been duly accounted for in the books of account of the Company, and the outstanding balances have been appropriately reflected in the financial statements. The aforesaid loans were initially provided on an interest-free basis and are repayable on demand. The Company intends to repay the outstanding loan amounts, along with applicable interest, upon availability of adequate funds, in accordance with the terms mutually agreed with the respective lenders. The Company continues to take appropriate measures to improve its financial position and shall endeavour to discharge the aforesaid liabilities as and when sufficient funds become available.

The company has also obtained a certificate from M/s Kundan Agrawal & Associates, Company Secretaries confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors for the F. Y. 2025-26 is provided as (“Annexure-1(A), 1(B) & 1(C)”) respectively.

C. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi& Co. as Internal Auditor for the financial year 2025-26.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

13. Share Capital

14. Annual Return

As per amendment in section 92(3) read with 134(3)(a) of the Companies Act, 2013 read with the Rules made thereunder, a copy of Annual Return are hosted on the website of the Company in the prescribed form, and can be accessed through the web link: https://bpcapital.in/pdfs/areturn25-26.pdf

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company since it doesnt own any manufacturing facility.

However, the company has undertaken various energy efficient practices which has strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B)Technology absorption

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

16. Corporate Social Responsibility (CSR)

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Board of Directors

As on March 31, 2026, the Companys Board comprises four Directors comprising two Independent Directors and two Non- Independent Directors, out of which one is Managing Director and other Non- Executive Director.

As on March 31, 2026, the composition of Board of Directors as below:-

During the year, Mr. Rachit Garg (DIN: 07574194) resigned from the position of Non-Executive Non-Independent Director with effect from January 21, 2026. Consequently, with effect from the same date and pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Faizal Bavaraparambil Abdul Khader (DIN: 07729191) was appointed as a Non-Executive Non-Independent Director, liable to retire by rotation, on the Board of the Company, which was approved by the Members through Extra-ordinary General Meeting on 20^th March, 2026.

B) Key Managerial Personnel

During the year under review, Ms. Sakshi Gupta resigned from the position of Company Secretary and Compliance Officer with effect from February 19, 2026. Consequently, with effect from the same date and pursuant to the recommendation of the Nomination and Remuneration Committee, Ms. Ishani Manan Joshi was appointed as the Company Secretary and Compliance Officer of the Company.

Director Liable to Retire by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Faizal Bavaraparambil Abdul Khader (DIN: 07729191), Non-Executive Director of the Company, retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

Considering the vast experience of Mr. Faizal Bavaraparambil Abdul Khader, the Board is of the opinion that his reappointment will immensely benefit your Company. The Board recommends his reappointment as a Director of the Company, liable to retire by rotation.

Brief profile of Mr. Faizal Bavaraparambil Abdul Khader:

Mr. Faizal Bavaraparambil Abdul Khader is a committed and motivated entrepreneur with nearly 18 years of diverse experience across manufacturing and trading of plywood, spices, resins, and petrochemicals, as well as distribution of electronic products. He has extensive expertise in managing all aspects of business development and operations, demonstrating strong leadership and strategic acumen. He is an innovative and performance-driven professional, known for his decisive approach and ability to build and maintain strong client relationships.

Apart from B. P. Capital Limited, Mr. Faizal Bavaraparambil Abdul Khader holds directorship and membership of the Committees of the following public limited companies:

Details of listed companies in which Mr. Faizal Bavaraparambil Abdul Khader resigned in the past three years NIL

C) Shareholding of Directors

As on 31^st March, 2026, Mr. Ajay Sharma, Director of the company holds 10 equity shares of the company. Apart from the above, none of the Directors hold any shares in the Company.

D) Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, your Company has requisite number of Independent Directors on its Board. Your Company has duly complied with the requirements of the said provisions for appointment of Independent Directors during the year under review.

E) Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet with the criteria of independence as prescribed under the aforesaid Section and Regulation.

F) Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

18. Number of meetings of the Board of Directors

Eight meetings of the Board of Directors were held during the year on 28.05.2025, 12.08.2025, 02.09.2025, 13.11.2025, 21.01.2026, 31.01.2026, 19.02.2026 and 20.03.2026.

One separate meeting of Independent Directors of the Company was held on 24.03.2026.

19. Committees of the Board

The details of committees constituted by the Board as per the requirement of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are:

Stakeholders Relationship Committee

As per the provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Risk Management Committee was not applicable to the company and therefore the Board decided to dissolve the same.

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

Recommendation of Audit Committee

During the year under review, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

20. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable provisions, the Board has carried out the annual evaluation of its own performance, its Committees and the individual Directors.

As mandated under Regulation 17(10) of the SEBI Listing Regulations, the Board monitored and reviewed the Board Evaluation framework. In accordance with Section 134(3)(p) and Schedule IV of the Companies Act, 2013, a formal annual evaluation was conducted. Schedule IV further stipulates that the performance evaluation of Independent Directors shall be carried out by the entire Board, excluding the director being evaluated.

The evaluation was conducted through structured questionnaires covering, inter alia, the following criteria:

* For the Board: composition and structure, effectiveness of processes, adequacy of information flow, and overall functioning. * For Committees: composition, clarity of roles, effectiveness of meetings, and adherence to the charter. * For Individual Directors: preparedness for meetings, quality of participation, constructive contributions, and value addition. * For the Chairman: leadership, effective facilitation of Board functions, and engagement with Directors.

The Nomination and Remuneration Committee (“NRC”) formulated and recommended the Performance Evaluation Policy (Annexure-2), which was approved by the Board and applied for the evaluation process.

A separate meeting of the Independent Directors was held on 24^th March, 2026 to evaluate the performance of Non-Independent Directors, the Board as a whole, and the Chairman, taking into account the views of Executive and Non-Executive Directors. The outcome of this meeting was discussed in the subsequent Board Meeting.

Based on the results of the evaluation for the financial year 2025 26, the Board has identified and recommended certain measures to further enhance the effectiveness of the Board, its committees, and its members.

21. Policy on Directors Appointment and Remuneration

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2026, the Board consisted of 4 members and out of which 1 is an Executive Director, 2 are Independent Directors including 1 Woman Director and 1 is a Non Executive Director.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as “Annexure 3” to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

22. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

23. Whistle Blower Policy and Vigil Mechanism

Your Company has established a “Whistle Blower Policy” and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.bpcapital.in/investor.html. None of the personnel has been denied access to the Audit Committee.

24. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company

25. Contracts and arrangements with related parties

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website http://www.bpcapital.in/pdfs/Related_Party_Transaction.pdf Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rules made there under, particulars of transactions with related parties as required under section 188(1) of the Companies Act, 2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as “Annexure-4”. The details of the transactions with related parties are provided in Notes to Financial Statements.

26. Corporate Governance

During the Financial Year 2025-2026, Your Company has been benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBI under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

A separate “Report on Corporate Governance” together with requisite certificate obtained from Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the provisions relating to Corporate Governance contained in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A and 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paragraphs C, D and E of Schedule V of the SEBI LODR Regulations are not applicable to a listed entity whose paid-up equity share capital and net worth are within the thresholds prescribed under the said Regulation. As the paid-up equity share capital and net worth of the Company are within the prescribed thresholds, the Company is eligible for the exemption provided under Regulation 15(2)(a) of the SEBI LODR Regulations. Accordingly, the Company has claimed exemption from the applicability of the aforesaid provisions of the SEBI LODR Regulations for the Financial Year 2026-27.

27. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards had been followed and no material departures have been made from the same; (b) the directors 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 i.e. on 31^st March, 2026 and of the profit or loss of the company for that period; (c) the directors had 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; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. Particulars of Employees

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as “Annexure 5”.

During the year under review, none of the Directors of the Company has received remuneration from the Company.

29. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

30. Human Resources

Your Company treats its “human resources” as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

31. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.

32. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder

During the year under review, the Company had less than ten employees and, accordingly, constitution of the Internal Committee was not applicable. No complaints of sexual harassment were received during the year and, hence, no complaints were disposed of or pending for more than ninety days.

33. Maternity Benefits Act, 1961

During the financial year under review, the Company did not have any female employees. Accordingly, there were no instances requiring the provision of maternity benefits under the Maternity Benefit Act, 1961. The Company remains committed to complying with the applicable provisions of the Act as and when applicable.

34. Cost Records

The Company is not required to maintain cost records as per Section 148(1) of the Act.

35. Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

36. Details of the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions along with the reasons thereof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2025- 26 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

37. Segment-wise performance

The Company is into single reportable segment only.

38. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company and performance review for the year ended March 31, 2026, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the Report.

39. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review. Finally, the Directors thank you for your continued trust and support.