Dhansafal Finserve Ltd Directors Report

Dear Members,

Your Board of Directors present the Forty-Fifth (45 th ) Annual Report of DhanSafal Finserve Limited (DhanSafal or DFL or the Company) (Formerly known as Luharuka Media & Infra Limited) together with the Audited Financial Statements for the financial year ended March 31, 2026.

Financial Performance

The summary of Audited Financial Statement of the Company, for the financial year ended March 31, 2026 is summarized as under:

( in Lakh, except EPS)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	1,223.15	485.91
Other Income	26.96	31.08
Total Income	1,250.11	516.99
Total Expense	1,143.70	460.34
Profit before Tax	106.40	56.65
Tax Expense	33.08	19.51
Profit after Tax	73.33	37.14
Other Comprehensive Income	2.29	-
Total Comprehensive Income	75.62	37.14
Earnings Per Share (EPS) (Basic & Diluted)	0.03	0.02

Closing balances in Reserve/Other equity:

Particulars	FY 2025-26	FY 2024-25
Special Reserve	93.18	78.51
Securities premium account	3,286.02	1,971.95
General reserve	0.20	0.20
Retained Earnings	488.51	429.85
Other Comprehensive Income	2.40	0.11
Money received against Share Warrants	505.57	998.14
Total Reserves/ Other Equity	4,375.89	3,478.77
Equity Share Capital	2271.40	1874.40
Net worth	6647.29	5353.17

A detailed breakdown of the above reserves is provided in the Statement of Changes in Equity.

Results of Operations and the State of Companys Affairs

The Company (Standalone and Consolidated) Financials Statements for the financial year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards (IND-AS) notified under Sections 129 and 133 of the Companies Act, 2013 (the Act), read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and have been duly reviewed by the Statutory Auditors of the Company.

The Company is in compliance with the RBI Directions concerning the implementation of Indian Accounting Standards (Ind AS) applicable to Non-Banking Financial Companies (NBFCs), including the Reserve Bank of India (Non-Banking Financial Companies - Financial Statements: Presentation and Disclosures) Directions, 2025, as amended from time to time.

During the financial year under review, the Company recorded a robust financial performance with Total Income increasing to 1,250.11 Lakhs as against 516.99 Lakhs in the previous financial year, registering a growth of 141.80%.

Revenue from Operations increased significantly to 1,223.15 Lakhs from 485.91 Lakhs in the previous year, primarily driven by growth of 151.72% in the Companys lending business and expansion of its loan portfolio.

The Profit Before Tax stood at 106.40 Lakhs as compared to 56.65 Lakhs in the previous financial year, while Profit After Tax increased to 73.33 Lakhs from 37.14 Lakhs in FY 2024-25, reflecting an increase of 97.44%.

The Company continues to focus on strengthening its lending operations, improving operational efficiencies, maintaining prudent risk management practices and ensuring compliance with the applicable regulatory framework governing Non-Banking Financial Companies.

Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis Report (MDA), which forms part of this Annual Report.

Material Events

Change in Name of the Company

Pursuant to obtaining the requisite approvals from the shareholders, the Ministry of Corporate Affairs, Reserve Bank of India and other concerned authorities, the Company was issued a Fresh Certificate of Incorporation consequent upon change of name by the Registrar of Companies on May 22, 2025. Accordingly, the name of the Company stands changed to DhanSafal Finserve Limited.

The change in name reflects the Companys strategic transformation and reinforces its focus on financial services and lending activities, while aligning its corporate identity with its current business model and long-term growth objectives.

Change in Registered Office and Branch Details

The Board of Directors, at its meeting held on August 14, 2025, approved the shifting of the Registered Office of the Company. Accordingly, the Registered Office of the Company was shifted to G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063. Consequent to the aforesaid change, the books of account and other statutory records of the Company are maintained at the Registered Office.

Further, during the financial year under review, the Company continued its expansion strategy with a focus on strengthening its geographical reach and enhancing customer accessibility.

The Company expanded its presence from two states, namely Maharashtra and Madhya Pradesh, operating through three locations, viz. Mumbai, Pune and Indore, to four states with operations across six strategic locations, namely Nagpur, Nanded, Udaipur, Pithampur, Jaipur and Agra.

The expansion is aligned with the Companys objective of increasing market penetration, strengthening customer engagement and supporting the growth of its lending business across emerging and high-potential markets.

Approval of DhanSafal Finserve - Employee Stock Option Scheme, 2025

During the financial year under review, the Board of Directors, at its meeting held on May 30, 2025, upon the recommendation of the Nomination and Remuneration Committee (NRC), approved the formulation of the DhanSafal Finserve - Employee Stock Option Scheme, 2025 (DSF ESOP Scheme 2025 or Scheme), the shareholders of the Company approved the Scheme in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Scheme has been introduced with the objective of attracting, retaining and rewarding talented employees, fostering employee ownership, aligning employee interests with the long-term growth of the Company and creating sustainable value for all stakeholders.

Dividend

Keeping in view the need to augment the resources of the Company for future, your Directors do not recommend the payment of dividend for FY 2025-26.

Transfer Of Unclaimed Dividend Amounts And Concerned Shares To Investor Education And Protection Fund (IEPF)

Pursuant to the Section 124(5) and other applicable provisions, if any, of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all the unclaimed and unpaid dividend amounts are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, pursuant to Section 124(6) of the Act read with IEPF Rules, the shares in respect of which dividend

amounts has not been claimed and unpaid for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

During the year under review, the Company has transferred unclaimed dividend amount of 1,57,040.51/- (Rupees One Lakh Fifty-Seven Thousand Forty Rupees and Fifty-One Paise) held in Unpaid Dividend Account for the financial year 2017-18 and transferred 43,14,244 Equity Shares of 1/- each to IEPF.

The Members who have a claim on dividend amounts and shares transferred to IEPF may claim the same from IEPF Authority by submitting an online application in e-Form No. IEPF-5 available on the website and sending a physical copy of the same, duly signed by them to the Nodal Officer of the Company, along with requisite documents enumerated in the e-Form No. IEPF-5.

Share Capital

Share Capital	Amount in
Authorized Share Capital (30,00,00,000 Equity Shares of 1/- each)	30,00,00,000
Issued, Subscribed and Paid -Up Share Capital (22,71,40,000 Equity Shares of 1/- each)	22,71,40,000

Change in Share Capital and Memorandum of Association

During the year under the review, there was no change in the Authorized Share Capital of the Company, which continues to stand at 30,00,00,000 (Rupees Thirty Crore), divided into 30,00,00,000 (Thirty Crore) equity shares of 01/- each.

The Company made an allotment of 8,66,20,000 convertible share warrants (warrants) at an issue price of 4.31/- per warrant (including the warrant subscription price of 1.0775/- and the warrant exercise price of 3.2325/- each (Issue Price), aggregating to 37.33/- Cr (Total Issue Size) to the persons belonging to the Promoter & Promoter Group and Non- Promoter Category on preferential basis.

The Company has received an amount aggregating to 9.33/- Cr at the rate of 1.0775/- (per warrant, being 25% of the issue price per warrant as upfront payment (warrant subscription price) Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having a face value of 01/- (Rupee One Only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of 3.2325/- per warrant (warrant exercise price), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.

The details of such conversion are as follows:

Date	Warrants Converted	Equity Shares Allotted	Money Received
April 02, 2025	77,30,000	77,30,000	2.49 Cr
June 26, 2025	1,94,70,000	1,94,70,000	6.29 Cr
March 30, 2026	1,25,00,000	1,25,00,000	4.04 Cr
	Total	3,97,00,000	12.83 Cr

Capital Adequacy Ratio

The Companys Capital Adequacy Ratio as of March 31, 2026, is 71.13% as against 85.30% as at March 31, 2025. The minimum capital adequacy ratio prescribed by the Reserve Bank of India is 15%.

Details of Subsidiaries, Associates and Joint Ventures

Your Company has no Subsidiary, Associate Company or Joint Venture during the year under the review.

Public Deposits

Your Company being a non-deposit taking Non-Banking Financial Company has not Invited or Accepted any deposits during the year under review.

Transfer to Reserve Fund

Your Company has transferred an amount of 14.67 Lakhs to statutory reserves in accordance with the requirements of Section 45-IC (1) of the Reserve Bank of India Act, 1934.

Particulars of Loans, Guarantees and Investments

The loan made, guarantee given or security provided in the ordinary course of business by an NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. Pursuant to Regulations 34(3) of the SEBI Listing Regulations the particulars of loans / advances have been disclosed in the notes to financial statements.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2025-26.

Particulars of Remuneration

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure I of this report.

Directors and Key Managerial Personnel

The Composition of the Board of Directors of the Company is in conformity with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations. As on March 31, 2026, the Board of Directors of your Company consisted of Four (4) Directors, out of which, two (2) Directors are Non-Executive Independent Directors, one (1) Non-Executive NonIndependent Woman Director and one (1) Executive Director, who is also the Chairperson and Managing Director of the Company.

Details of Directors as on March 31, 2026 are as follows:

Sr No. Name of the Person	DIN	Category
1 Mr. Ankur Agrawal	06408167	Chairperson, Managing Director
2 Mr. Harsh Kedia	09784141	Non-Executive Independent Director
3 Mr. Raghunath Narasimhachar Patel	09428287	Non-Executive Independent Director
4 Mrs. Apeksha Kadam	08878724	Non-Executive Non-Independent Woman Director

Change in Directors

Cessation/ Resignation: Mr. Milin Ramani resigned from the office of Non-Executive Independent Director of the Company with effect from July 16, 2025, before the completion of his tenure. His resignation was submitted due to personal reasons and increased professional commitments. Mr. Ramani has confirmed that there were no material reasons for his resignation as stated in his resignation letter.

Further, Mr. Devendra Lal Thakur resigned from the office of Non-Executive Independent Director of the Company with effect from November 14, 2025, before the completion of his tenure. His resignation was tendered on account of pre-occupation and other personal commitments. Mr. Thakur has also confirmed that there were no material reasons for his resignation other than those disclosed in his resignation letter.

Appointment/Resignation: During the year under review, the Shareholders approved the appointment of Mr. Harsh Kedia (DIN: 09784141) as Non-Executive Independent Director of the Company for a term of five (5) consecutive years with effect from August 07, 2025.

Further, the Shareholders approved the appointment of Mr. Raghunath Narasimhachar Patel (DIN: 09428287) as Non-Executive Independent Director of the Company for a term of five (5) consecutive years with effect from August 14, 2025.

The Company has received the requisite declarations from the aforesaid Directors confirming that they meet the criteria of independence as prescribed under the Act, and the SEBI Listing Regulations.

Director liable to retire by rotation: Pursuant to provisions of Section 152(6) of the Act, Mrs. Apeksha Kadam, Non - Executive Director, retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mrs. Apeksha Kadam. Resolution for the said appointment and brief profile of Mrs. Apeksha Kadam as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meetings are provided separately in the notice of the ensuing AGM which forms part of this Annual Report.

Succession Plan: In order to ensure orderly succession of the Board of Directors and Senior Management and pursuant to the requirements of Regulation 17(4) of the SEBI Listing Regulations, Board has adopted a policy on succession planning for the Board and Senior Management. The policy is available on the website of the Company at . The detailed policy aspects are also mentioned in the Corporate Governance Report forming part of this Annual Report.

Declaration by Independent Directors: The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have further confirmed that there has been no change in the circumstances affecting their status as Independent Directors during the financial year under review.

The Independent Directors have also confirmed that they are not aware of any circumstances or situations which exist or may reasonably be anticipated that could impair or impact their ability to discharge their duties with objective and independent judgment and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors of the Company.

Familiarization program for Independent Director: Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. All Board members of the Company are invited to familiarize themselves with the Company, its management, its operations and above all, the industry and issues. Separate sessions are organized during the year with domain experts to enable Board Members to update their knowledge of the sector. Details of the familiarization program on cumulative basis are available on the Companys website at .

Non-Disqualification of Directors: None of the directors are disqualified for being appointed as a Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Act and SEBI Listing Regulations. A certificate on non-disqualification of directors is obtained by the Company from Secretarial Auditor and same is annexed to the Corporate Governance Report which forms part of this Annual Report.

Change in KMP: During the year under review, there was no appointment/resignation of KMP in the Company.

Following were the Key Managerial Personnel as on March 31, 2026 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No. Name of the Person	Designation
1 Mr. Ankur Agrawal	Managing Director
2 Mr. Pravin Gupta	Chief Financial Officer
3 Ms. Nishi M. Shah	Company Secretary and Compliance Officer
4 Mr. Bobby Singh Chandel	Chief Executive Officer
5 Mr. Shailendra Gupta	Chief Operating Officer

Performance Evaluation

During the year under review, pursuant to the provisions of Act and SEBI Listing Regulations, the Annual Performance Evaluation of the Board, its Committees, Chairman and individual Directors was carried out through circulation of questionnaires. The evaluation framework covers key aspects such as composition, effectiveness, governance practices and contribution of Directors, and is periodically reviewed to align with regulatory expectations and evolving best practices.

The performance of the Board as a whole was assessed on parameters such as Board Composition & Quality, Board Meetings and Procedures, Board and Management Relations, and Stakeholder Value and Responsibility. The evaluation of individual Directors was based on their Knowledge, Diligence & Participation, Leadership, and Personal Attributes, among other criteria. The Committees were evaluated on their Functions and Duties, Management Relations, and Meeting Procedures. The evaluation of the Chairman, in addition to the general criteria applicable to all Directors, included Participation at Board/Committee Meetings, Managing Relationships, Knowledge and Skill, Personal Attributes, Independence, and Leadership.

Corporate Governance

The Company remains committed to upholding the highest standards of corporate governance and continues to comply with the requirements set out in the Act and SEBI Listing Regulations. The Corporate Governance Report, along with the Certificate from the Practicing Company Secretary confirming compliance with the corporate governance provisions under the SEBI Listing Regulations, 2015 during the financial year under review, is included in this Annual Report.

Meeting Of The Board And Its Committees

During the financial year 2025-26, Eight (8) Board Meetings and Twelve (12) Committee Meetings were held. The Board has established the following three mandatory Committees in compliance with the relevant provisions of Act and SEBI Listing Regulations:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders Relationship Committee;

Further, the Company also has constituted Risk Management Committee pursuant to the requirements of RBI Master Direction and a non-mandatory committee, i.e., Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The details of the Board Meetings and all of its Committees Meetings along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.

Code of Conduct for Prevention of Insider Trading

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (Insider Trading Regulations).

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. Both the Codes are available on website of the Company at .

Corporate Policies

The Company is committed to upholding the highest ethical standards in all its business dealings. In compliance with the requirements of the Act and SEBI Listing Regulations it has adopted various policies applicable to listed entities. These policies are available on the Companys website at .

The Board periodically reviews and updates these policies to ensure alignment with regulatory changes and evolving compliance requirements.

The Key Policies are as follows:

Nomination and Remuneration Policy: In accordance with the provisions of section 134 (3)(e) of the Act read with the provisions of Section 178(3) and 178(4) and Regulation 19 of the SEBI Listing Regulations, your Company has adopted the policy on appointment of Directors and Senior Management and succession planning for orderly

succession to the Board and the Senior Management, which inter - alia includes the criteria for determining qualifications, positive attributes and independence of Directors.

Your Company has also adopted the policy on remuneration of Directors, Key Managerial Personnel and Employees in accordance with the provisions of section 178(3) and 178(4).

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

Risk Management Policy: The Company has adopted a Risk Management Policy in compliance with Section 134 of the Act providing a framework for identifying, assessing, monitoring, and mitigating risks across its operations. Key risks are regularly reviewed and addressed through appropriate mitigation measures, with oversight from the Risk Management Committee and the Board. The Board periodically reviews the effectiveness of the risk management framework and strategies to manage operational, financial, business, and other significant risks.

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

Whistle Blower Policy - Vigil Mechanism: Pursuant to Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a Whistle Blower Policy - Vigil Mechanism to provide a secure platform for reporting unethical practices, fraud, misconduct, or violations of the Companys policies and applicable laws. The Audit Committee oversees the implementation of the mechanism, and employees have direct access to the Chairperson of the Audit Committee. The policy is available on the website of the Company at .

During the financial year 2025-26, no cases under the mechanism were reported and no personnel of the Company have been denied access to the Chairperson of the Audit Committee.

Corporate Social Responsibility Policy: The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Act are not applicable to the Company during the year under review.

Auditors and Auditors Report Statutory Auditor

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company, at the 44 th Annual General Meeting held on September 25, 2025, appointed M/s. ARCK & Co., Chartered Accountants (FRN: 138758W), as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 44 th AGM until the conclusion of the 49 th AGM.

The Statutory Auditors Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer and is self-explanatory when read with the notes to the financial statements.

The Statutory Auditors attended the last AGM and have not reported any fraud under Section 143(12) of the Act.

Secretarial Auditor

The members of the Company in the 44 th Annual General Meeting held on September 25, 2025 had pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company to hold office for the term of five consecutive years with effect from April 1, 2025 to March 31, 2030.

The said Secretarial Auditor Report for the financial year 2025-26 is annexed as Annexure II to this Report and is self-explanatory.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. ASHP & Co., Practicing Chartered Accountants, Mumbai, which has performed the duties of Internal Auditor of the Company for the financial year 2025-26 and their report is reviewed by the Audit Committee from time to time.

Cost Auditor

Provisions of section 148(1) of the Act read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor are not applicable to the Company.

Annual Return

Pursuant to section 92(3) and section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return of the Company for financial year 2025-26 is available on Companys website at .

Compliance

The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) under Section 45-IA of the Reserve Bank of India Act, 1934. The Company conducts its business in compliance with the applicable provisions of the RBI Act, 1934 and the directions, guidelines, circulars and notifications issued by the RBI from time to time.

During the financial year under review, the Company has complied with all applicable regulatory requirements and continues to adhere to the prudential norms, governance standards and compliance framework prescribed by the Reserve Bank of India and other regulatory authorities. The Company remains committed to maintaining the highest standards of regulatory compliance and corporate governance in the conduct of its business operations.

Further, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations for the Financial Year ended March 31, 2026, and the same forms part of this Corporate Governance Report.

Compliance With Secretarial Standards Of The Institute Of Company Secretaries Of India (ICSI)

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Act. During the financial year under review, the Company has adhered to the requirements of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, to the extent applicable.

Compliance With Code Of Conduct

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Code of Conduct applicable to all members of the Board of Directors and Senior Management Personnel. The Code of Conduct is available on the Companys website at .

The Company has received annual affirmations from all the Directors and Senior Management Personnel confirming compliance with the provisions of the Code of Conduct for the financial year ended March 31, 2026.

A declaration to this effect, signed by Mr. Bobby Singh Chandel, Chief Executive Officer of the Company, forms part of the Corporate Governance Report and confirms that all members of the Board of Directors and Senior Management Personnel have complied with the Code of Conduct during the year under review.

Conservation Of Energy And Technology Absorption

Being a Non-Banking Financial Company and not involved in any industrial or manufacturing activities, the operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earnings And Outgo

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Particulars	FY 25-26
Foreign Exchange Earnings	Nil
Foreign Exchange Outgo	Nil

During the financial year under review, the Company did not have any foreign exchange earnings or expenditure.

Internal Control Systems and their Adequacy

The Company has established a robust system of internal controls designed to safeguard its assets against loss, unauthorized use, or disposition. These internal control mechanisms ensure that all transactions are duly authorized, accurately recorded, and appropriately reported to the Management. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls, and document filing and storage procedures. During the year under review, no material or significant deficiencies or inadequacies were observed in the effectiveness of such controls. The Internal Auditor ensures the continued effectiveness of the Companys internal control system.

Particulars of Contract or Arrangements with Related Parties

During the financial year under review, all Related Party Transactions entered into by the Company were in the ordinary course of business and on an arms length basis. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions of a repetitive nature, which are entered into in the ordinary course of business and on an arms length basis. All Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review.

There were no materially significant Related Party Transactions entered into by the Company during the year which could have had a potential conflict with the interests of the Company at large. Further, there were no contracts or arrangements with related parties requiring disclosure in Form AOC-2 pursuant to Section 188(1) of the Act. Accordingly, Form AOC-2 does not form part of this Report.

Details of Related Party Transactions as required under the applicable accounting standards are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

The Company has adopted a Policy on Related Party Transactions which has been approved by the Audit Committee and the Board of Directors. The Policy provides a framework for identification of related parties and related party transactions, determination of materiality thresholds, approval mechanisms, reporting and disclosure requirements in accordance with the provisions of the Act and the SEBI Listing Regulations. The Policy is reviewed from time to time and at least once every three years and is available on the website of the Company.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, the Company has submitted the half-yearly disclosures of Related Party Transactions to the Stock Exchange(s) within the prescribed timelines.

Orders Passed by the Regulators or Courts

During the financial year under review, there were no significant or material orders passed by any Regulators, Courts or Tribunals which could impact the going concern status of the Company or its future operations.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act with respect to Directors responsibility statement, the Directors of the Company hereby confirm that:

i. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and the profits of the Company for the financial year under review;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

Employee Stock Option Scheme (ESOP)

During the financial year under review, the Company introduced DhanSafal Finserve - Employee Stock Option Scheme, 2025 (DSF ESOP Scheme 2025 or the Scheme) in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations).

The Scheme has been formulated with the objective of attracting, retaining, motivating and rewarding employees and aligning their interests with the long-term growth and performance of the Company. The eligibility of employees and the number of options to be granted are determined by the Nomination and Remuneration Committee based on various parameters, including role, designation, performance, experience, tenure, potential contribution and such other criteria as may be considered appropriate by the Committee from time to time.

The details of the Scheme are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

A certificate from the Secretarial Auditor of the Company confirming that the Scheme has been implemented in accordance with the applicable provisions of the SEBI SBEB & SE Regulations is annexed to the Boards Report as Annexure IN

The resolutions passed by the shareholders shall be available for inspection by the members at the ensuing Annual General Meeting.

The disclosures as required under the SEBI SBEB & SE Regulations are available on the website of the Company at .

Disclosure As Per The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company is committed to providing a safe, secure and conducive work environment to all its employees and has zero tolerance towards sexual harassment at the workplace. The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and has adopted a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the said Act.

An Internal Committee has been constituted in accordance with the provisions of the POSH Act to redress complaints relating to sexual harassment and to ensure effective implementation of the policy across the organization.

The details relating to complaints received and disposed of during the financial year ended March 31, 2026 are as under:

Particulars	FY 25-26
Complaints received	Nil
Complaints disposed	Not Applicable
Complaints pending as on March 31, 2026	Nil
Cases pending for more than 90 days	Nil

Other Disclosure

In terms of applicable provisions of the Act, the Company:

i. The Company has not issued any shares with Differential rights and hence no information as per provisions of section 43(a)(ii) of the act read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

ii. The Company has not issued any sweat equity shares and hence disclosure as per provisions of section 54(1)(d) of the act Read with rule 8(13) of the Companies (share capital and debenture) rules, 2014 is not provided.

iii. The Company is complying of the provisions relating to the Maternity Benefit Act 1961.

iv. Neither any application was made nor any proceedings are pending under the Insolvency and Bankruptcy code, 2016 against the Company.

v. There were no instances of one-time settlement for any loans taken from the banks or financial institutions.

vi. Your Companys equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the financial year 2025-26 and 2026-27 have been paid to the Stock Exchange.

Acknowledgement

Your Directors place on record their sincere appreciation for the continued support, trust and confidence reposed by the Companys customers, shareholders, lenders, bankers, business associates, vendors, service providers and various regulatory and government authorities.

The Board also expresses its gratitude to all employees for their dedication, commitment and valuable contribution towards the growth and success of the Company. The Directors acknowledge the collective efforts of all stakeholders and look forward to their continued support and cooperation in the years ahead.

By Order of The Board of Directors of
DhanSafal Finserve Limited,

Sd/-
Ankur Agrawal
Chairperson & Managing Director
DIN: 06408167

Date: August 13, 2026
Place: Mumbai