DB International Stock Brokers Ltd Directors Report

To

The Members,

The Board of Directors hereby presents the 34^th Boards Report of DB (International) Stock Brokers Limited ("the Company") on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

During the year under review, the Financial Results of the Company are as follows:

Particulars	Consolidated		Standalone
	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
(A) Total Income	2,767.22	4209.84	2,736.48	4108.88
(B) Finance Costs	120.29	198.58	114.54	192.21
(C) Fees and Commission Expenses	16.33	33.88	16.33	33.88
(D) Total Net Income (D=A-B+C)	2,630.60	3977.38	2,605.61	3882.79
(E) Operating Expenses and Others	2,073.37	3118.78	2,049.07	3083.28
(F) Earnings Before Depreciation, Amortization and Tax(F=D-E)	557.23	858.60	556.54	799.51
(G)Depreciation, Amortization and Impairment	121.13	148.14	119.23	143.85
(H) Profit Before Tax (H=F-G)	436.10	710.46	437.31	655.66
(I) Total Income Tax Expense	124.73	131.72	125.85	131.30
(J) Profit For the Year from Continuing Operations (J=H-I)	311.37	578.74	311.46	524.36
(K) Loss After Tax From Discontinued Operations	-	-	-	-
(L) Profit For The Year (L=J-K)	311.37	578.74	311.46	524.36
(M) Basic EPS (Rs.)	0.89	1.65	0.89	1.50
(N) Diluted EPS (Rs.)	0.89	1.65	0.89	1.50
(O) Opening Balance of Retained Earnings	5,390.86	4831.17	5,128.62	4623.30
(P) Closing Balance of Retained Earnings	5,710.16	5390.86	5,448.00	5128.62

2. STATE OF COMPANYS AFFAIRS AND CHANGE IN NATURE OF BUSINESS

The Company recorded total revenue of Rs.2767.22 Lakhs for the financial year ended March 31, 2026, representing a decrease from Rs.4209.84 Lakhs in the previous financial year due to market volatility during Middle East conflicts. Net profit before tax for the year dropped to Rs.311.37 Lakhs reflecting a notable de-growth from Rs.578.74 Lakhs in the previous financial year.

The Company remains actively engaged in the Stock Broking business, continuing to strengthen its position in the market.

There have been no changes to the Companys business operations during the Financial Year ended March 31, 2026.

3. DIVIDEND AND TRANSFER TO RESERVES

The Company has not declared any dividend for the Financial Year ended March 31, 2026.

After careful consideration, the Board deemed it more prudent to reinvest the profits back into the Companys operations. This decision aims to fortify the Companys reserve base, which will, in turn, support future growth and expansion.

Consequently, the Board has resolved to retain the entire profit within Retained Earnings. As such, no amount has been transferred to General Reserves for the Financial Year ended March 31, 2026.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had not transferred any amount/ shares to the Investor Education and Protection Fund.

5. CAPITAL STRUCTURE Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2026 remains unchanged atRs. 10,00,00,000/- (Rupees Ten Crore only) equity share capital divided into 5,00,00,000 equity shares of Rs. 2/- each.

Paid up Share Capital

The Paid-up share capital as on March 31, 2026 stands at Rs.7,00,00,000/- (Rupees Seven Crore only) comprising 3,50,00,000 equity shares of Rs. 2/- each.

6. DEPOSITS

During the Financial Year ended March 31, 2026, the Company has neither invited nor accepted any deposits from the public/ members under the provisions of Sections 73 and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year ended March 31, 2026 and the date of this report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has a wholly owned subsidiary, named Daga Business (International) Stock Brokers (IFSC) Private Limited.

In accordance with the requirements set forth under Section 134(3) of the Companies Act, 2013, along with Rule 8 of the Companies (Accounts) Rules, 2014, we have enclosed a statement highlighting the key features of the subsidiarys financial statements in the prescribed Format AOC-1, as Annexure-IX of this report.

Other than the aforementioned subsidiary, the Company did not have any other subsidiary or Joint Ventures or Associate Companies during the Financial Year or up to the date of this report.

9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year 2025-26 the Companys Foreign Exchange earnings and outgo was Nil.

11. RISK MANAGEMENT POLICY

Your Company follows a Risk Management framework with an endeavor to enhance the control environment by mitigating the risk and reducing their impact on 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 the assets and business of the Company.

To achieve the aforesaid objectives, the Board of Directors of your Company has framed the Risk Management Policy to identify, assess and mitigate the risks associated with the business of the Company.

Further details on the Risk Management activities including the implementation of risk management policy, key risks identified and their mitigation are covered in Management Discussion and Analysis section, which forms part of the Annual Report as Annexure -I.

12. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed Report on Corporate Governance forms part of this Annual

Report as Annexure-V.

The Compliance Certificate on Corporate Governance, as required under Regulation 34 of the Listing Regulations, issued by M/s. Surya Gupta & Associates, Practicing Company Secretaries, is enclosed as Annexure-VI (A). Further, the Certificate issued by M/s. Surya Gupta & Associates, Practicing Company Secretary confirming that none of the Directors of the Company are disqualified from being appointed or continuing as Directors has been annexed as Annexure-VI (B).

13. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company has constituted a Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

With a view to undertaking and promoting its Corporate Social Responsibility ("CSR") initiatives, the Company has established a trust, namely DB Foundation. The Company undertakes various CSR activities through DB Foundation and also makes CSR contributions to other organizations eligible to undertake CSR activities in accordance with the applicable laws and regulations.

As a part of its initiative under the CSR drive, the Company has undertaken projects through DB Foundation, in the areas of Animal Healthcare, upliftment of Tribal Communities, promoting healthcare and Eradicating Hunger and other CSR contributions. These projects are in accordance with Schedule VII of the Act and the Companys CSR policy. The CSR Committee of the Company helps the Company to frame, execute, monitor and review the CSR activities of the Company.

The CSR policy is available on the website of the Company at

https://www.dbonline.in/Admin/Pdf/Corporate Social Responsibility/DB-CSR-Policy.pdf

The Annual Report on CSR activities of the Company during the year under review is attached herewith as Annexure II.

14. LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized, if any, as per the provisions of Section 186 of the Act are provided in the notes accompanying the Standalone Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions were entered into during the financial year 2025-26 were on an arms length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by Company which may have a potential conflict of interest with the Company

Therefore, the Form AOC-2 for disclosure of contracts or arrangements as specified under Section 188(1) of the Companies Act, 2013 is not applicable on the Company for the period under review.

For the purpose of determination of related party, related party transactions and review mechanism relating to such transactions, the Company has formulated the related party transactions policy. The same is published on the website of the Company and can be accessed at: https://www.dbonline.in/Admin/Pdf/RPT-policy.pdf

Further, your attention is also drawn to the Related Party disclosures as set out in Note no. 39

of the Standalone Financial Statements.

16. STATUTORY AUDITORS & AUDITORS REPORT

The Members of the Company at their Annual General Meeting held on September 29, 2023 had approved the appointment of M/S. ATK & Associates, Chartered Accountant (Firm Registration no. 018918C) as the Statutory Auditor of the Company for a period of Five years commencing from the conclusion of 31^st AGM till the conclusion of 36^th AGM of the Company to be held in year 2028.

M/S. ATK & Associates, has audited the Financial Statements of the Company for the Financial Year ended March 31, 2026. The notes on Financial Statements 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, adverse remark or disclaimer.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

17. SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT

Based on the recommendation of the Board of Directors, the Members of the Company, at their Annual General Meeting held on September 04, 2025, approved the appointment of M/s. Surya Gupta & Associates, Practicing Company Secretaries, for a term of five consecutive years, till the conclusion of the 38^th Annual General Meeting of the Company to be held in year 2030.

The Secretarial Auditors Report for the financial year 2025-26, does not contain any qualification, observation or adverse remarks. The Secretarial Audit Report (MR-3) for the financial year ended March 31, 2026, is annexed to this Report as Annexure-III.

Further in Compliance with Regulation 24A of the Listing Regulations and SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated 08^th February, 2019, a report on Secretarial Compliance issued by M/s. Surya Gupta & Associates, for the Financial Year ended March 31, 2026, has been submitted to Stock Exchange(s) and the same is also available on the website of the Company at https://www.dbonline.in/SecreatarialComplianceReport1.aspx

18. DIRECTORS & KEY MANAGERIAL PERSONNEL

As of March 31, 2026, the Companys Board of Directors consists of 10 Directors comprising an optimum combination of Executive and Non-Executive Directors including two women Directors.

The composition and Category of Directors as of March 31, 2026 are as follows:

Category	No. of Directors	Name of Directors
Executive Director	3	Mr. Shiv Narayan Daga
		Ms. Shikha Mundra
		Ms. Sheetal Periwal
Non-executive Independent Directors	6	Mr. Milap Chandra Bothra
		Mr. Harak Chand Sogani
		Mr. Chakraworty Bansal
		Mr. Navratan Soni
		Mr. Varun Aggarwal
		Ms. Shila Rathi
Non-executive Non- Independent Directors	1	Mr. Sachin Kumar Rathi
KMPs other than Board of Directors	2	Mr. Sanjeev Kumar Rawal (CFO)
		Mr. Shiv Singh (Company Secretary and Compliance Officer)

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED

On the recommendation of the Board of Directors, the Members of the Company, at their meeting held on September 04, 2025, approved the appointment of Ms. Sheetal Periwal (DIN: 03058372) as Joint Managing Director and Mr. Navratan Soni (DIN: 11205983), Mr. Varun Aggarwal (DIN: 01988206), and Ms. Shila Rathi (DIN: 06492443) as Non-Executive Independent Directors of the Company, with effect from July 29, 2025;

Further, after the closure of Financial Year 2025-26, Mr. Shiv Singh resigned from the position of Company Secretary and Compliance Officer with effect from April 08, 2026 and to fill the vacancy arising from the resignation of Mr. Shiv Singh, the Board of Directors, at their meeting held on April 21, 2026, approved the appointment of Ms. Uttama as the Company Secretary and Compliance Officer of the Company;

Further to the above, Mr. Milap Chand Bothra (DIN: 00269198) has ceased to be the Independent Director of the Company with effect from close of Business Hours on July 21, 2026 upon completion of his tenure with the company.

19. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of the Listing Regulations mandates that the Board shall monitor and review the Board Evaluation framework. The Act states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

Schedule IV of the Act and Regulation 17(10) of Listing Regulations states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/Committee.

20. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for the financial year ended March 31, 2026 is available on the Companys website and can be accessed at https://www.dbonline.in/AnnualReturn1.aspx

21. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. A copy of Companys vigil mechanism policy is available on the Companys Website and may be accessed at https://www.dbonline.in/Admin/Pdf/whistle-blower-policy.pdf

22. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Companys Code of Conduct to Regulate, Monitor and Report Trading in Securities by Designated Persons and Immediate Relatives covers the Directors, Key Managerial Persons, persons forming part of promoter(s)/ promoter group(s) and such other designated employees of the Company and their relatives, who are expected to have access to Unpublished Price Sensitive Information relating to the Company. The Directors, Key Managerial Persons, persons forming part of promoter(s)/promoter group(s), designated employees and their relatives are restricted from buying, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the period of trading window closure.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading in Securities by Designated Persons and their respective Immediate Relatives. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.

23. DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

Your Company has in place, a Code of Conduct for all Board Members and Senior Management Personnel of the Company, which reflects the legal and ethical values to which your Company is strongly committed.

The Board Members and Senior Management of the Company have affirmed compliance with the Code of Conduct applicable to them, for the Financial Year ended March 31, 2026. A declaration signed by the Managing Director to this effect is annexed herewith as Annexure VII.

24. POLICIES

As per the Listing Regulations, all listed companies are required to formulate specific policies to ensure transparency and governance. Our Company has complied with these requirements and made all relevant policies available on our website at https://www.dbonline.in/Disclosures Under Regulation 46.aspx for easy access by stakeholders.

25. CFO CERTIFICATION

The Chief Financial Officer has duly provided a certificate to the Board as contemplated in Regulation 17(8) of the Listing Regulations.

Pursuant to Regulation 33(2) (a) the CFO is required to sign the Certificate of the Company certifying that the financial results do not contain any false or misleading statement or figures and do not omit any material fact, which may make the statements or figures contained therein misleading. The CFO has given the Certificate to fulfill the Listing Regulations requirement is annexed as Annexure-VIII, forming part of this Report.

26. MEETING OF THE BOARD AND COMMITTEES

The Companys Board is constituted in compliance with the Act and Listing Regulations. The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has, inter alia, constituted requisite mandatory Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The constitution of these Committees are in compliance with the provisions of the Act and Listing Regulations.

The Board of Directors of the Company meets at regular intervals to discuss and decide on business policy and strategy apart from other business. The Board of Directors met Four times during financial year 2025-26.

The details of composition, terms of reference and meetings held and attended by the Director and the Committee members of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee are provided in the Corporate Governance Report, annexed as Annexure - V to this Report.

27. DECLARATION OF INDEPENDENT DIRECTORS

The Non-Executive Independent Directors of the Company have provided a declaration affirming that they continue to meet the criteria outlined for Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

Additionally, in accordance with Rule 8(5)(a) of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors affirms that, in its opinion, all Independent Directors appointed during the Financial Year 2025-26, as approved by the Members, are individuals of impeccable integrity and possess the relevant expertise and experience essential for the role.

Moreover, the Independent Directors have successfully completed the online proficiency selfassessment test conducted by the Indian Institute of Corporate Affairs, further underscoring their commitment to excellence and continuous professional development.

28. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, the Board of Directors of your Company, to the best of their knowledge, understanding, and the information provided to them, confirm the following:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made 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 of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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) they have laid down Internal Financial Control followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and the systems were adequate and operating effectively.

29. NOMINATION AND REMUNERATION POLICY

The assessment and appointment of Members to the Board are based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity, and specific qualifications required for the position.

The Board Member is also assessed on the basis of independence criteria defined in Section

149(6) of the Act. In accordance with Section 178(3) of the Act and Regulation 19(4) of Listing Regulations on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as part of the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy of the Company can be accessed on Companys website at

https://www.dbonline.in/Admin/Pdf/DisclosureUnderRegulation30(8)ofSEBI(LODR)/NRC-

policy.pdf

30. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the Financial Year under review, the Independent Directors of the Company held a separate meeting on October 17, 2025, without the presence of Non-Independent Directors or management, to conduct an in-depth review of several key aspects.

The meeting focused on assessing the performance of the Non-Independent Directors, as well as the overall effectiveness of the Board, which was found to be satisfactory. Furthermore, the Independent Directors evaluated the quality, timeliness, and clarity of the information shared between the Companys management and the Board. This review ensured that the communication channels remained transparent, efficient, and aligned with the Companys strategic objectives, facilitating smooth decision-making.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company strictly adheres to the relevant Secretarial Standards issued by the Institute of Company Secretaries of India, which have been approved by the Central Government under Section 118(10) of the Companies Act. This commitment ensures compliance with best corporate governance practices, fostering transparency and accountability.

32. PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure IV (A).

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of other employees as required under the aforesaid Rules, forms part of this Annual report as Annexure IV(B) can be accessed by writing to the Company Secretary at Compliance@dbonline.in. In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid statement, which will be available for inspection upon request by the Members.

33. POLICY FOR PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN IN WORKPLACE

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are an integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH ACT"). Also, adequate workshops and awareness programmes against sexual harassment are conducted across the organization to ensure that secure working environment is provided to the female staff. An Internal Complaints Committee (ICC) with requisite

number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates.

The following is a summary of sexual harassment complaints received and closed during the financial year 2025-26:

• Number of complaints of sexual harassment received in the year: 0

• Number of complaints disposed off during the year: 0

• Number of cases pending for more than ninety days: 0

34. STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF THE INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has constituted its Internal Complaints Committee. The Composition of the Internal Complaint Committee (IC) is as follows:

Name of the Committee Member	Designation
Shikha Mundra	Presiding Officer of IC
Tanvi Saraiya	Member of IC from NGO
Sheetal Periwal	Member of IC
Indu Sharma	Member of IC

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to up hold the rights and welfare of its employees and ensures compliance with all applicable labour laws, including the provisions of the Maternity Benefit Act, 1961.

During the financial year, the Company has complied with all the provisions of the Maternity Benefit Act, 1961, as amended from time to time. All eligible women employees were granted maternity leave and related benefits in accordance with the Act. The Company also ensures that no discrimination is practiced at any stage of employment on the grounds of maternity.

The Company remains committed to foster a safe, inclusive, and supportive work environment that promotes the well-being of all employees.

36. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34(3) read with Schedule V of the Listing Regulations, a comprehensive Management Discussion and Analysis Report is attached as Annexure-I and forms an integral part of this Annual Report.

This report provides an in-depth overview of the industry landscape, key developments, opportunities, challenges, and performance of the Company. It also covers the Companys internal control systems, their effectiveness, risk management frameworks, and other significant developments during the Financial Year 2025-26.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders have been passed by any regulators, courts, or tribunals that would impact the going concern status of the Company or its operations in the future. The Company remains in a strong position to continue its business operations without any adverse effects from legal or regulatory decisions.

38. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company.

Internal Audit reports are placed before the Audit Committee of the Board which reviews and approves the same

The Audit Committee periodically reviews the performance of the internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Auditors. All significant audit observations and follow-up actions thereon were reported to the Audit Committee.

The Companys Board & Audit Committee reviews adherence to internal control systems, internal audit reports, and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to the Board for its approval.

M/s. ATK & Associates (Firm Registration No. 018918C), Chartered Accountants and the Companys Statutory Auditors, have audited the financial statements included in this Annual Report and have issued a report on the internal controls over financial reporting, as defined under Section 143 of the Act.

39. DISCLOSURE OF MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013

In terms with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors is not applicable on your Company.

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

During the Financial Year under review, any application is neither made nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

During the Financial Year 2025-26, this clause is not applicable to the Company.

42. CAUTIONARY STATEMENT

The statements included in the Boards Report and the Management Discussion and Analysis Report may contain forward-looking information, as defined under the applicable securities laws and regulations. These statements reflect the Companys expectations, plans, and projections for future performance, based on the current understanding of the market and industry trends.

It is important to note that such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. These factors may include changes in economic conditions, fluctuations in market demand, alteration in government regulations, tax policies, and other relevant statutes. Additionally, market forces, including competition, consumer preferences, and unforeseen events, can impact the Companys operations and performance.

While the Company strives to ensure that these forward-looking statements are based on reasonable assumptions, there can be no assurance that these projections will be realized. The actual outcomes could be influenced by a variety of external factors and inherent risks associated with the business environment. Therefore, investors and stakeholders are cautioned not to place undue reliance on these statements, as they involve inherent uncertainties and may be subject to change due to evolving circumstances.

43. ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere appreciation for the cooperation and assistance received from the Companys bankers, stock exchanges, regulatory authorities, stakeholders, and other business associates, whose continued support and encouragement have been invaluable during the year under review.

The Directors also place on record their deep gratitude and appreciation for the dedication and commitment demonstrated by the Companys executives, officers, and staff at all levels, which has contributed significantly to the Companys performance during the year. The Board looks forward to their continued support in the future.

For & on behalf of Board of Directors	Date: September 03, 2026
DB (International) Stock Brokers Limited	Place: Noida
Sd/-
Shiv Narayan Daga
Chairman & Managing Director
DIN: 00072264