Chartered Capital & Investment Ltd Directors Report

No amount was transferred to or from General Reserve or Securities Premium Account during the year under review.
Profit/ (loss) of the company for the year under review was transferred to Profit & Loss Account of the Company.

The Board of Directors does not recommend any dividend for the year 2025-26 with a view to reinvest the profit for
the operations of the Company.

The Board of Directors of the Company is constituted in compliance with the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has a balanced board with
optimum combination of Executive, Non-Executive and Woman Directors which includes independent professionals.
As on March 31,2026, the Board of Directors of the company comprised of 4 Directors. Their details as on March 31,
2026 are as under:

* Only Audit Committee and Stakeholders Relationship Committee of public limited companies have been
considered.

# No of Directorship etc. of Directors does not include directorship in any foreign company. It includes Directorship
/committee membership/ committee chairmanship in our Company as well.

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder and pursuant to the Article
of Association of the Company, Mr. Mohib N Khericha (DIN: 00010365), Managing Director, retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment to the Board.

In addition, Board of Directors has, based on the recommendation of Nomination and Remuneration Committee,
reappointed, subject to approval of shareholders, Mr. Mohib N Khericha (DIN: 00010365) as Managing Director of
the Company for a period of 3 years with effect from April 1,2027 up to March 31,2030.

Brief profile and other information of the aforesaid Directors seeking appointment/re-appointment, as required
under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the
Notes to Notice of the Annual General Meeting.

During the year under review, shareholders of the company at their previous Annual General Meeting approved the
re-appointment of Mrs. Sofa M. Khericha (DIN: 02695350), who was liable to retire by rotation and had offered
herself for re-appointment.

As of March 31,2026, your Companys Board had three Key Managerial Personnel:

Mr. Mohib N Khericha - Managing Director
Mr. Javed S Saiyed - CFO

A formal evaluation mechanism is in place for evaluation the performance of the Board, committees thereof,
individual directors and the Chairman of the Board.

The evaluation of board is carried out annually as per the provisions of the Companies Act, 2013, rules thereof and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Performance evaluation of each Director is
based on the criteria as laid down from time to time by the Nomination and Remuneration Committee.

Criteria for performance evaluation includes aspects such as attendance for the meetings, participation and
independence during the meetings, interaction with Management, Role and accountability to the Board, knowledge
and proficiency and any other factors as may be decided by the Nomination and Remuneration Committee. Further,
performance evaluation of an Executive Director is done based on business achievements of the company.

The independent directors have also met Separately on February 12, 2026.

The Board of Directors met 5 times during the year. The attendance of each Director at the Board Meetings and last
Annual General Meeting held during the year under review are as under:

The Company has received the necessary disclosures from each Independent Director in accordance with section
149(7) of the Companies Act, 2013 that he meets the criteria of independence as laid out in sub-section (6) of Section
149 of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by
the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practising
Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management
Personnel of the company, who have affirmed the compliance thereto.

A certificate from the Managing Director and Chief Financial Officer, Pursuant to Regulation 17(8) read with Schedule
II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been placed before the board
at its meeting held on August 10, 2026 and has been disclosed in the Corporate Governance Report forming part of
Annual Report.

The Companys shares are presently listed on BSE Limited. Further the applicable listing fee for the financial year
2026-2027 has been paid to the stock exchange.

As per section 134(3) of the Companies Act, 2013, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

ii) 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 as at March 31,2026 and of the profit and loss of the company for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The directors have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively;

In terms of provisions of Section 204 of the Act and Regulation 24A of Listing Regulations, M/s. Hussain Bootwala &
Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company, for a term of five
consecutive years i.e. from FY 2025-26 up to FY 2029-30.

M/s. Hussain Bootwala & Associates, have confirmed they are not disqualified from being appointed as the
Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Company is not required to maintain the cost records in terms of section 148 of the Companies Act, 2013.
Internal Auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s D. A.
Rupawala & Associates, Chartered Accountants, were appointed as an internal auditor of the Company for the FY
2026-27.

Particulars of loans and guarantee given and the investments made by the company as at March 31, 2026 are
forming part of financial statements.

During the year under review, the total income of the Company decreased from Rs. 1175.63 lakhs during the
previous year to Rs. 706.84 lakhs during the current year. The profit after tax decreased from a profit of Rs. 538.51
lakhs during the previous year to a profit of Rs. 270.97 lakhs during the current year mainly due to decrease in
income of the company. The Board of Directors expect this situation to improve further in the coming years.

During the financial year under review, the Company continued to carry on its business of investments and trading in
securities and other permissible activities. Subsequent to the close of the financial year, the Company voluntarily
surrendered its Merchant Banking Registration granted by the Securities and Exchange Board of India (SEBI), which

No material changes and commitments affecting the financial position of the company have occurred between the
end of financial year to which the financial statements relate and the date of the Directors Report.

A. Conservation of energy

(a) the steps taken or impact on conservation of energy: As the operations of the Company are not
energy intensive, the same is not applicable. However, adequate measures have been initiated for
conservation of energy.

(b) the steps taken by the company for utilizing alternate sources of energy: Though the operations
of the Company are not energy intensive, the company shall explore the alternate sources of energy as
and when necessity arises.

(c) the capital investment on energy conservation equipments: Nil

B. Technology absorption-

(a) The efforts made towards technology absorption: The operations of the company are of a nature
where no major technology is used and therefore same is not applicable.

(b) The benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable

(c) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) : Not Applicable

i. the details of technology imported;

ii. the year of import;

iii. whether the technology been fully absorbed;

iv. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(d) The expenditure incurred on Research and Development : Nil/ Not Applicable

C. Foreign exchange earnings and Outgo-

There was no inflow or outflow of foreign exchange during the year under review.

The organization is in the continuous process of strengthening its Risk Management framework with an endeavour
to enhance the control environment via risk mitigation and reducing the impact of risks concerning the business of
the company within the acceptable levels. It has been carried out in a phased manner wherein due emphasis is being
given on identification, assessment and mitigation thereof through economic control of those risks that endanger to
the assets and business of the Company.

The ratio of remuneration of each director to the median employees remuneration and other details in terms of
section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration
of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure B.

The Company has focused on several corporate social responsibility programs. The Company continues its endeavour
to improve the lives of people and provide opportunities for their holistic development through its different
initiatives in the areas of Education, Employment enhancing vocation skills, skill development and Healthcare.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The
policy can be accessed at https://www.charteredcapital.net/wp-content/uploads/2024/08/CSR-Policy.pdf The brief
details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is
annexed herewith and marked as Annexure C to this Report.

The Company has framed a policy on prevention of sexual harassment of women staff at workplace. Internal
Complaints Committee has also been set up to redress complaints received regarding sexual harassment. No case
was reported during the year under review under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Company has formulated a vigil mechanism through Whistle Blower Policy dealing with the instances of
unethical behavior, actual or suspected, fraud or violation of the companys code of conduct. The details of the policy
is explained in the Corporate Governance Report and also posted on the website of the Company.

The Company complies with secretarial standards on meetings of Board of Directors and General Meetings issued by
the Institute of Company Secretaries of India.

The detail of the Audit Committee including its composition and terms of reference is mentioned in the Corporate
Governance Report forming part of the Directors Report.

There was no instance during the financial year 2025-2026, wherein the Board had not accepted recommendations
made by any Committee of the Board.

The Company maintains adequate and effective Internal Financial Control System commensurate with its size and
nature of business. Company believe that internal control system provides, among other things, a reasonable
assurance that transactions are executed with management authorization and that they are recorded in all material
respects to permit preparations of financial statements in conformity with established accounting principles and that
the asset of the company are adequately safeguarded against significant misuse or loss.

Some significant features of the Internal Financial Control Systems are:

- Implementation and control of all transactions including finance, requisitions, quality and costing;

- Internal audits are conducted by external auditors and they audit all aspects of business;

- Audit programme and periodic review by the Management and Audit Committee.

The Audit Committee closely interacts with and guides management and alongwith statutory auditors and internal
auditors reviews significant findings and follows up thereon.

There is no related party transaction during the year under review, except the remuneration and Sitting fees paid to
Directors, their relative and KMPs of the Company. Related party transactions policy is available on website of the
company.

There is no contract or arrangement or transaction by the Company with any related party which is not at arms
length basis. Further, there is no material contract or arrangement or transaction by the Company with any related
party which is at arms length basis during the financial year 2025-2026.

The details of related parties transactions for the financial year 2025-2026 are given in notes to the financial
statement of the Company. All the related partys transactions entered into by the Company are in the ordinary
course of business and on an arms length basis.

During the year Company has not accepted any fixed deposits. As on March 31, 2026, there are no fixed deposits
with the Company.

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or
tribunals during the year, which may impact the going concern status or companys operations in future.

GENERAL

No disclosure or reporting is required in respect of the following matters as there were no transactions on these
matters during the year under review:

- There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

- There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board of Directors wish to express their gratitude and sincere appreciation for the continuous support and co-
operation extended by the Shareholders, Banks, the Securities and Exchange Board of India, the Stock Exchange,
various Government authorities and all other stakeholders.

Your Directors would also like to take this opportunity to express their appreciation to all employees at all levels for
their dedicated efforts, hard work and cooperation during the year.

CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward looking remarks within the
meaning of applicable security laws and regulations. The actual results, performance, achievements of the company
may be materially different from any future results, performance or achievements that may be expressed or implied
by such forward looking statements.