Centerac Technologies Ltd Directors Report

To

The Members,

CENTERAC TECHNOLOGIES LIMITED

Your Directors have pleasure in presenting 33 rd Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31 st March 2026 .

FINANCIAL RESULTS

Particular	For the financial year ended 31 st March 2026	For the financial year ended 31 st March 2025
	(Amount in Rs. In Lakhs)	(Amount in Rs. In Lakhs)
Revenue from Operations	74.27	87.97
Other Income	0.10	0.04
Total Income	74.37	88.01
Less: Expenses	71.36	84.13
Less: Depreciation & Amortization Expenses	0.01	0.01
Profit/ (Loss) before tax	2.99	3.87
Tax Expenses
Current Tax	NIL	NIL
Current Tax adjustment of earlier years	NIL	NIL
Deferred Tax	NIL	NIL
Profit/(Loss) after Tax	2.99	3.87

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has generated revenue from operations of Rs. 74.27 Lakhs as compared to Rs. 87.97 Lakhs generated in the previous year. The Company has earned a profit after tax of Rs. 2.99 Lakhs as compared to Rs. 3.87 Lakhs earned in the previous year. Your directors are continuously looking for avenues for future growth of the company.

TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves DIVIDEND

In view to conserve the resources, the Board do not recommend any dividend for the financial year ended 31 st March 2026.

DEPOSITS

During the financial year under consideration, your Company has not accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

BUSINESS OPERATIONS

There was no change in the nature of business of your Company, during the year under review. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Companys financial position have occurred between the end of the financial year of your Company i.e. 31 st March, 2026 and date of this Report i.e. 22 nd May, 2026.

SHARE CAPITAL

The paid up Equity Share Capital as on 31 st March, 2026 was Rs. 1,10,34,700/-. During the year under review, there was no change in your Companys Share Capital during the year under review. The Promoter and Promoter Group holds 62,33,831 shares equivalent to 56.49% of the total Issued and Paid-up Share Capital.

Your Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis nor granted stock options during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund (IEPF).

However, the company has not declared any dividend in last seven years pursuant to which transferring unclaimed shares / dividend is not application to the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONAL

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Directors in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013. The composition of Board of Directors as on March 31, 2026 is as follows:

Name of Director/KMP	Category/Designation of Directors
Mr. Sabeen Mohamed Iqbal (DIN: 03557534)	Whole Time Director & CFO
Mr. Ramesh Sundaram (DIN: 03268129)	Non-Executive/ Non-Independent Director
Mr. Rajarshi Roy (DIN: 01727056)	Non-Executive /Independent Director
Mrs. Nejal Monish Gangar	Non-Executive/ Independent Woman Director
Ms. Shweta Sarraf	Company Secretary

Changes in Board of Directors

During the year, members of the company; Appointed Mrs. Nejal Monish Gangar (DIN: 11128035) as an Independent Director of the Company for a first term of 5 years w.e.f. 30 th May, 2025 to 29 th May, 2030 at the 32 nd Annual General Meeting (AGM) of the Company held on 29 th August, 2025.

Cessation of Directors

Ms. Mamta Sharma (DIN: 07080870 ) ceased to be an Independent Director of the Company has resigned from the post of independent director of the Board of the company with effect from closing working hours i.e. 6.00 p.m. of 30 th May, 2025 and there was no other material reason.

The Board placed on record its appreciation for the dedicated efforts contributed by her during her tenure as an Independent Director of the Company.

DIRECTOR RETIRING BY ROTATION

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr. Ramesh Sundaram (DIN - 03268129) Director of your Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment, the details as required by Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard, are given in the Notice convening the ensuing 33 rd AGM.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs (IICA) for a period of one year or five years or life time till they continue to hold the office of an independent director.

None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL BOARD EVALUATION

The annual performance evaluation of the Independent Directors and Board, Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of Board as a whole, non - Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration Policy of your Company and as mandated under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The same has been posted on the website of the Company i.e. www.centerac.in

link: https://www.centerac.in/policies.php

BOARD OF MEETINGS

During the financial year ended 31 st March, 2026, four (4) Board Meetings were conducted on, 30 th May 2025, 14 th August 2025, 10 th November 2025 and 11 th February 2026. The maximum interval between any two meetings did not exceed 120 days.

Committees of Board:

1. Audit Committee

The Company has constituted Audit Committee, in alignment with provisions of Section 177 of the Companies Act, 2013 and other applicable provisions and entrusted with the role and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended. The composition of audit committee is as below:

Name of the Committee Members	Designation in the Committee
Mr. Rajarshi Roy	Chairman
Mr. Ramesh Sundaram	Member
Ms. Mamta Sharma (upto 30 th May, 2025)	Member
Mr. Sabeen Mohamed Iqbal	Member
Mrs. Nejal Monish Gangar (w.e.f. 1 st June, 2025)	Member

The Committee held 4 meetings during the year i.e, 30 th May 2025, 14 th August 2025, 10 th November 2025 and 11 th February 2026. All the recommendations made by the Audit Committee during the year were accepted by the Board.

2. Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the roles and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended.

The composition of Stakeholders Relationship Committee is as below:

Name of the Committee Members	Designation in the Committee
Mr. Rajarshi Roy	Chairman
Mr. Ramesh Sundaram	Member
Ms. Mamta Sharma (upto 30 th May, 2025)	Member
Mr. Sabeen Mohamed Iqbal	Member
Mrs. Nejal Monish Gangar (w.e.f. 1 st June, 2025)	Member

The Committee held 4 meetings during the year i.e. 30 th May 2025, 14 th August 2025, 10 th November 2025 and 11 th February 2026.

3. Nomination and Remuneration Committee

The Company has constituted Nomination & Remuneration Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the responsibility as per terms in line with applicable provisions of the Companies Act, 2013, SEBI Listing Regulations, 2015, as amended and other applicable regulations, if any.

The composition of Nomination & Remuneration Committee is as below:

Name of the Committee Members	Designation in the Committee
Mr. Rajarshi Roy	Chairman
Mr. Ramesh Sundaram	Member
Ms. Mamta Sharma (upto 30 th May, 2025)	Member
Mr. Sabeen Mohamed Iqbal	Member
Mrs. Nejal Monish Gangar (w.e.f. 1 st June, 2025)	Member

The Committee held 2 meetings during the year i.e 30 th May 2025 and 11 th February, 2026.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT,

2013, READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure A and form part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31 st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

INTERNAL FINANCIAL CONTROLS

Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has an adequate internal financial control system commensurate with the size of its business operations.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your company did not have any Subsidiary/Joint Venture/Associate Company of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013, during the year under review and hence, the said provisions are not applicable.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has not availed any loans from its Directors or from their relatives during the financial year. Hence, the details required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, are not given.

RELATED PARTY TRANSACTIONS

All the related party transactions which were entered by the Company during the financial year were done on arms length basis and were in the ordinary course of business of the Company. Also there are no materially significant related party transactions made by the company with Directors, Key Managerial Personnel, Promoter or any other designated persons which may conflict with the interest of the Company at large.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year ended 31 March 2026, the Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, which are required to be disclosed in Form AOC-2. Accordingly, there are no particulars to be disclosed under Form AOC-2.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

Conservation of Energy: T he Company is not utilizing power for any of the activities of the Company except power used for office purposes. Hence, no energy conservation measures are required.

Technology Absorption: T he Company has not taken any technical know-how from anyone and hence, there is no question of technology absorption as such necessary information has not been given.

Foreign Exchange Earnings and Outgo: T he Company has neither imported nor exported any goods or services during the year and hence there is no impact on foreign exchange earnings or outgo.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behavior in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Boards Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of your Companys Code of Conduct and / or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Companys website at www.centerac.in Link:

https://www.centerac.in/policies.php

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 and all other applicable provisions, if any of the Companies Act, 2013, and the rules framed thereunder, as amended from time to time on recommendation of Audit Committee, and as approved by Board, the members of the company have approved the appointment of M/s. Mittal & Associates, Chartered Accountants, Mumbai (FRN: 106456W), as Statutory Auditors of the Company, at their 31 st Annual General Meeting held on 30 th September, 2024, to hold office for a period of 5 (five) consecutive years commenced from the conclusion of the 31 st Annual General Meeting till the conclusion of the 36 th Annual General Meeting of the Company to be held for the financial year 2028-2029.

STATUTORY AUDITORS OBSERVATIONS

The Statutory Auditors of the Company has issued the Auditors Report for the Financial Year ended on March 31, 2026 with unmodified opinion. There are no comments, qualification, reservation or adverse remark made by the statutory auditors in their Audit Report which requires any comments from management/Board of the company.

The auditors report given by the statutory auditors on the annual financial statements of your Company is part of the Annual Report.

SECRETARIAL AUDITOR

The provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Riddhi Shah a Company Secretary in Practice as Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2025-2026. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure-B .

The observations made by the secretarial auditors in their audit reports on the financial statements for the year ended 31 st March, 2026 are self-explanatory.

COST RECORDS/COST AUDITOR

The Central Government has not prescribed maintenance of cost records under the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as Rules) in respect of maintenance and audit of cost records are not

applicable to your Company.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the financial year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

ANNUAL RETURN

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the Annual Return for the financial year ended 31 st March, 2026 in E-Form MGT 7 is available on the Companys website at https://www.centerac.in/assets/pdf/files/Annual Return MGT- 7/Annual Return MGT 7 2025-26.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, report on Management Discussion and Analysis is attached and form part of this Annual Report.

CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (LODR) Regulations, 2015, the provisions of Corporate Governance are non-mandatory to the following class of Companies:

a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 become applicable to a company at a later date, such company shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became applicable to your company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As on 31 st March, 2025, the paid-up share capital of your Company is Rs. 110.35 Lakhs and net worth is Rs. 6.18 Lakhs. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. Accordingly, the corporate governance provisions specified under Regulation 15(2) of the SEBI LODR Regulations, 2015 are not applicable to the Company.

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

Your Company believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint was raised and pending as on 1 st April, 2025 and no complaint has been raised during the financial year ended 31 st March, 2026 and no cases pending for more than 90 days.

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

During the financial year ended 31st March, 2026, the Company has complied with the provisions of Maternity Benefit Act, 1961.

DEPOSITS

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Your Company was not required to file e-Form DPT - 3 being Return of Deposits for the financial year ended 31 st March, 2026.

AGREEMENTS BINDING LISTED ENTITIES

• Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, Directors, key managerial personnel and employees of the Company or its subsidiaries among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

INSOLVENCY AND BANKRUPTCY CODE

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

ONE TIME SETTLEMENT WITH BANKS

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

LISTING AND DEMATERIALISATION

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

PREFERENTIAL ALLOTMENT (OPTIONALLY CONVERTIBLE DEBENTURES)

The Company at its Board Meeting held on 7 th April, 2022 allotted 5,00,000 (Five Lakhs) 5% Optionally Convertible Debentures (OCDs) of ^10/- each for which approval of Shareholders was taken on 24 th March, 2022 at the Extra-Ordinary General Meeting of the company.

The said OCDs were issued with an option of conversion into Equity shares in the 18 th month from the date of allotment. All the allottees have consented for redemption of the OCDs on completion of 2 years from the date of allotment instead of conversion into Equity Shares. The debentures are now redeemable on 6 th April, 2024.

Necessary adjustments entries to close the OCDs and transfer the amounts to Non-Convertible Debentures Account have been passed in the Books of Accounts.

The NCDs were due for redemption within 31/03/2025. However, the tenure expired on 06/04/2024 and as on date of signing the Financial Statements, the NCDs were redeemed and transferred to the reserves.

The Company has applied to NSDL for the extinguishment - corporate action for redemption of debentures to the account of allottees of said OCD.

Further to update that CDSL has recorded Extinguishment dated 7 th May, 2026 and completed process for redemption of debentures to the account of allottees of said OCD.

DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES UNDER SECTION 67(3) OF COMPANIES ACT, 2013

No employee is holding any shares in the Company and hence, the disclosure required under Section 67(3)(c) of the Companies Act, 2013, read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by them is not given. Further, the Company, during the financial year, did not advance any money to any person for subscribing shares of the Company.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation to the whole hearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. The relations between the management and the staff were cordial during the year under review. The Company also wishes to put on record the appreciation of the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

By order of the Board

For CENTERAC TECHNOLOGIES LIMITED

SABEEN MOHAMED IQBAL WHOLE-TIME DIRECTOR DIN - 03557534)

Place: Mumbai Date: 22 nd May, 2026