DSJ Keep Learning Ltd Directors Report

To,

The Members,

DSJ Keep Learning Limited (Formerly known as DSJ Communications Limited)

Your Directors hereby present the 36^th (Thirty Sixth) Annual Report covering the operational and financial performance of your company together with the Audited Financial Statements for the financial year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS & PERFORMANCE:

The financial figures for the year under review are given below:

Particulars	For the Year ended 31st March 2026 (FY 2025-26)	For the Year ended 31st March 2025 (FY 2024-25)
1. Revenue from Operations	789.00	997.60
2. Other Income	16.97	23.46
3. Total Income	805.97	1021.06
4. Total Expenses	871.41	928.25
5. Profit/ (Loss) before Finance Cost, Depreciation, Exceptional items and Taxes	(65.44)	92.81
Less: Finance Cost	27.96	13.66
Less: Depreciation (Net)	30.14	30.27
6. Profit/(Loss) Before Exceptional items and Tax Expense	(123.54)	48.88
7. Less: Exceptional items	-	-
8. Profit/(Loss) Before Tax Expense	(123.54)	48.88
9. Less: Provision for Tax	(26.84)	16.00
10. Profit/(Loss) After Tax	(96.70)	32.88
11. Other Comprehensive Income	(0.01)	3.85
12. Total Comprehensive Income/(Loss)	(96.71)	36.73
13. Balance of Profit/(Loss) as per last Balance Sheet	(5327.49)	(5360.37)
14. Less: Transfer to Debenture Redemption Reserve	-	-
15. Less: Transfer to Reserves	-	-
16. Less: Dividend paid on Equity Shares	-	-
17. Less: Dividend paid on Preference Shares	-	-
18. Less: Dividend Distribution Tax	-	-
19 Balance of Profit/(Loss) carried to Balance Sheet	(5424.19)	(5327.49)

REVIEW OF OPERATIONS:

During the year under review, the Company has registered a turnover of Rs.789.00 /- Lakhs (previous year Rs. 997.60 /-Lakhs) and Net Loss after Tax of Rs.96.70 /- Lakhs (previous year Net Profit Rs. 32.88/- Lakhs). Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

The Companys performance has been discussed in detail in the "Management discussion and Analysis Report" which forms a part of this report.

REVENUE RECOGNITION APPROACH:

During the financial year, 2025-26, the Company had earned revenue from the business of education service providers. The Company is primarily engaged in the education activities which include providing support service to educational institutions and providing software solutions for managing the administrative tasks relating to onboarding of students to educational institutions.

All the Transactions from which revenue earned is in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in.

We ensure strict adhere to the principle of recognizing revenue based on fair transaction price, computed on arms length basis. This not only reflects our commitment to transparency but also helps establish trust with our stakeholders.

Furthermore, I would like to highlight the significance of our revenue recognition methodology being comparable to the market price. This demonstrates our dedication to conducting business in an ethical and fair manner, aligning with industry best practices.

FUTURE PROSPECTS AND OUTLOOK

The detailed future prospects and outlook for the Company are outlined in the Management Discussion and Analysis report for FY 2025-26.

DIVIDEND:

In view of the accumulated losses, the Board of Directors do not recommend payment of dividend for the year under review.

TRANSFER TO RESERVES:

During the year under review, your Company has not made any transfer to reserves.

SHARE CAPITAL OF THE COMPANY:

There was no change in the Authorised & Paid up Share Capital of the Company during the financial year ended 31^st March, 2026.

As at end of the financial year under review, the Authorized Share Capital of your Company as of 31^st March 2026, stood at 18,65,00,000/- (Rupees Eighteen Crores Sixty Five Lakhs Only) divided into 18,00,00,000 (Eighteen Crores) equity shares of Rs. 1/- (Rupees One) each, 15,000 (Fifteen Thousand) 14% Non- Cumulative Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred) each and 5,00,000 (Five Lakhs) 10% Cumulative Convertible preference Shares of Rs.10/-(Rupees Ten) each ranking pari passu in all respect with the existing shares of the company as per the Memorandum and Articles of Association of the Company.

As at end of the financial year under review, the paid-up share capital of your Company as on 31^st March, 2026 stood at 15,57,12,083 /- (Rupees Fifteen Crores Fifty Seven Lakhs Twelve Thousand and Eight Threes Only) divided into 15,57,12,083 /- (Rupees Fifteen Crores Fifty Seven Lakhs Twelve Thousand and Eight Threes Only) Equity Shares of face value of Rs. 1/- (Rupees One Only) and 9,000 (Nine thousand only) 14% Non-cumulative Redeemable Preference shares of the face value of 100/- (Rupee One Hundred only) each.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014.

COPY OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^stMarch, 2026 is available on the Companys website at https://dsjkeeplearning.com/.

HOLDING, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company as on 31^st March, 2026. Also no Company ceased to be a Subsidiary, Joint Venture or Associate during the year under review. Hence, the requirement of reporting the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the period under review does not arise.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March 2026, the Company has Seven Directors comprising of two Executive Directors and Five are NonExecutive Directors out of which four are Independent Directors. There are two women directors.

In accordance with the provisions of Section 152 of the Act read with rules made there under and the Articles of Association of the Company, Mr. Sanjay Padode (DIN: 00338514), Chaiman and Whole Time Director and Mr. Pranav Padode (DIN: 08658387), Managing Director & CEO retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offered themselves for re-appointment. The Board, based on the recommendation of the Nomination and Remuneration Committee recommends their re-appointment for the consideration of the Members of the Company at this Annual General Meeting.

During the year ended 31^st March 2026, Mr. Rakesh Mediratta (DIN: 10865517) and Mrs. Sridevi Putcha (DIN: 10860983) ceased to be an Independent Directors of the Company w.e.f. the end of close of business hours on 14^th April, 2025, due to their other preoccupations and professional commitments. The Board places on record its appreciation of both directors for their services toward the Company.

During the year ended 31^st March 2026, Mr. Anurup Doshi (DIN: 10235591) ceased to be an Whole Time Director and Chief Operating Officer (COO) of the Company w.e.f. the end of close of business hours on 21^st April, 2025, due to his other preoccupations and professional commitments. The Board places on record its appreciation of Mr. Anurup Doshi for their services toward the Company.

On the recommendation of the Nomination and Remuneration Committee, The Board of Directors, at its meeting held on 26^th March 2025, appointed Mr. Raju Poojari (DIN: 11001717) as an Additional Director in the capacity of Independent Directors of the Company for a term of five (5) consecutive years, commencing from 27^th March 2025 and and the same was approved by the Shareholders through Postal Ballot Process, and results of which were declared on 26^th June, 2025.

During the year ended 31^st March 2026, Based on the recommendation of the Nomination and Remuneration Committee, The Board of Directors, at its meeting held on 21^st May 2025, appointed Mrs. Sasmita Giri (DIN: 11098304) as an Additional Director in the capacity of Independent Directors of the Company for a term of five (5) consecutive years, commencing from 22^nd May 2025 and and the same was approved by the Shareholders through Postal Ballot Process, and results of which were declared on 26^th June, 2025.

During the year ended 31^st March 2026, the appointments of Mr. Raju Poojari (DIN: 11001717) and Mrs. Sasmita Giri (DIN: 11098304) as Additional Independent Directors were regularized by the shareholders through a special resolution passed via postal ballot on 25^th June, 2025. The results of the postal ballot were declared on June 26^th June, 2025.

Following directors also seek appointment / reappointment at the ensuing Annual General Meeting, in respect of whom Notices under Section 160 have been received by your Company and their appointment / reappointment are recommended by the Board:

• Re-appointment of Mr. Atish Kumar Chattopadhyay (DIN: 09483136) as an Independent Director for second term of five years.

Change in designation:

• Mr. Sanjay Padode (DIN: 00338514) was redesignated as Chairman and Executive Director w.e.f. 04^th October, 2025 for remaining period of his appointment.

• Mr. Pranav Padode (DIN: 08658387) was redesignated as Managing Director and CEO of the Company w.e.f. 04^th October, 2025 for the remaining period of his appointment.

The present term of appointment of Mr. Atish Kumar Chattopadhyay [DIN: 09483136] as [Independent Director] of the Company is valid up to 01^st February 2027.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on Monday 24^th August, 2026, has approved the re-appointment of Mr. Atish Kumar Chattopadhyay [DIN: 09483136] as [Independent Director] of the Company for a further period of five years with effect from 02^nd February 2027 up to 01^st February 2032, subject to approval of the members at the ensuing Annual General Meeting.

The Board is of the view that his continued association would be beneficial to the Company, considering his experience, leadership, contribution to the business and understanding of the Companys operations.

The necessary resolution seeking approval of the members for his re-appointment forms part of the Notice convening the Annual General Meeting. The details required under the Companies Act, 2013 and SEBI Listing Regulations are provided in the Notice of the Annual General Meeting.

Mr. Pranav Padode (DIN: 08658387), Managing Director & CEO will be completing their present term on 04^th December, 2026. The Board in its meeting held on Monday 24^th August, 2026, and based on recommendation of Nomination and Remuneration Committee (NRC) and subject to approval of members at the ensuing AGM, has re-appointed Mr. Pranav Padode under same designation for further period of 3 (Three) years w.e.f. 05^th December, 2026 to 04^th December, 2029.

Necessary Resolution(s) along with disclosure(s) / further information(s) in respect of the aforesaid directors seeking appointment / re-appointment at the ensuing Annual General Meeting have been given in the Notice convening the 36^th AGM of your Company.

The Company has received a declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act and rules framed thereunder.

All Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and Senior Management personnel.

The relevant details of the Directors, and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.

The following are the Key Managerial Personnel of the Company as on 31^st March, 2026:

1. Mr. Sanjay Padode, Whole time Director

2. Mr. Pranav Padode, Managing Director

3. Mr. Jaiprakash Gangwani, Company Secretary

4. Mrs. Nidhi Mishra, Chief Financial Officer

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Act, the Board of Directors state that:

a. in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March, 2026 and of the loss of the Company for that period;

c. they 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;

d. they have prepared the annual accounts for the year ended 31^st March, 2026 on a going concern basis;

e. they have laid down internal financial controls to be 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 that such systems were adequate and operating effectively.

BOARD COMMITTEES:

The Board has constituted various committees consisting of Executive and Non-Executive Directors of the Company to ensure good corporate governance and in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31^st March 2026, the Board has three committees, viz.

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

Details of all the Committees along with their composition, terms of reference and other details are provided in the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES:

The details of the number of meetings of the Board and Board Committees held during the financial year 2025-26 forms part of the Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual director.

Schedule IV to the Act, states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 27^th February, 2026, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole and to ensure that system devised for checking the flow of information between the Board and the Management is operating effectively and vice versa. They have expressed their satisfaction and complimented the good process followed by the Company, including conduct of Board Meetings and quality of Minutes.

The Board has carried out evaluation of its own performance, the directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

During the financial year under review, performance of nonindependent directors, the Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Act, the Company has adopted Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

We affirm that during the financial year 2025-26, no employee or director was denied access to the Audit Committee. The Vigil Mechanism Policy is available on the website of the Company at https://dsikeeplearning.com/governance/

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each director to the median employees remuneration are appended to this report as "Annexure I".

Further, the information as required under the provisions of Section 197 of the Act read with Rule 5(2) and of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report as "Annexure I".

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Act and Rules 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, risk analysis, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions transacted during the year under review were in the ordinary course of business and were on arms length basis and the same are reported in the Notes to the Financial Statements. Accordingly, the disclosure pertaining to Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable. Suitable disclosure required under the Accounting Standard (Ind AS 24) have been made in the notes to the Financial Statement.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans, provided guarantees, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year.

INSURANCE:

All the properties including buildings, plant and machinery and stocks have been adequately insured.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Corporate Social Responsibility under Section 135 of the Act and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Jayesh Dadia & Associates LLP, Chartered Accountants, Mumbai, (Firm Registration No.: 121142W/W100122) were appointed as Statutory Auditors of the Company at the 32^nd Annual General Meeting of the Company held on 30^th September, 2022 for a term of 5 (five) consecutive years i.e. upto the conclusion of 37^th Annual General Meeting to be held in the year 2027.

AUDITORS REPORT:

There were no adverse remarks or qualifications made by the auditors of the Company in their report on the financial statements of the Company for the financial year under review except one of the adverse remark given by the auditor in the CARO report which is as follow:

AUDITORS REMARK:

There were no undisputed statutory dues as mentioned above in arrears as at 31^st March, 2026 for a period of more than 6 months from the date they became payable except the following:

Name of the Statute	Nature of Dues	Period to which the due pertain to	Amount Rs. in Lakhs (excluding interest)
Labour Welfare Fund	Labour Welfare Fund	F.Y. 2022-23	0.008
Labour Welfare Fund	Labour Welfare Fund	F.Y. 2023-24	0.006

MANAGEMENT REPLY:

The Company is in the process of applying for registration and accordingly will make the payment and do the necessary compliances in due course of time.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, during the year under review there were no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Alok Khairwar & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for a period of five consecutive financial years w.e.f F.Y. 2025-26

The Secretarial Auditors Report is annexed hereto.

In respect of the Secretarial Auditors remarks in their report, the Directors would like to state as under:

a) The Company had issued preference shares to DSJ Finance Corporation Limited in the past. The said preference shares were required to be redeemed in accordance with the provisions of Section 55 of the Companies Act, 2013 and other applicable provisions of the Act. However, the Company has not redeemed the said preference shares within the prescribed period.

Reply: In past, Our Company had issued preference shares to DSJ Finance Corporation Limited. Pursuant to section 55 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 the Company ought to have redeemed the preference share of the Company but such preference shares have not been redeemed due to reason that DSJ Finance Corporation Limited is under liquidation since 1998 and hence the legal formalities for redemption of preference shares could not be taken and processed till date.

b) Certain charges created by the Company in favour of banks/financial institutions in respect of financing facilities availed in the past continue to appear as outstanding on the records of the Registrar of Companies. Although the underlying financing facilities have been fully repaid, the Company had not filed the requisite forms for satisfaction of such charges with the Registrar of Companies within the prescribed time.

Reply: In past, our Company had availed certain financing facilities from certain financial institutions. Such financing facilities were secured by way of hypothecation of movable assets/ mortgage of certain immovable properties. As per the applicable provisions of applicable law, our Company had filed the forms for creation of charge and such financing facilities have been paid in full. However, the Ministry of Corporate Affairs portal ("MCA") reflects charges in the name of the Company. The date of Satisfaction of Charges has not been updated on MCA portal. Our Company had not filed forms relating to satisfaction of charge. Our Company had made attempts to take necessary step to rectify the records. With respect to SBI Charges which are reflected on the MCA website. Further, SBI Charge reflected on MCA website is very old and the Company has no records in relation to the no dues certificate, Company is in the process to obtain no dues certificates from the respective SBI bank. The Company has filed the satisfaction of charges of other bank in the Financial Year 2024-25 and currently only SBI charge is showing outstanding in the records of the company. The Company is actively in the process of obtaining the requisite No Dues Certificate from the concerned SBI branch to enable filing of the satisfaction of charge and updating the MCA records accordingly.

c) The Company is not in compliance with Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to maintaining 100% shareholding of the promoter and promoter group in dematerialized form.

Reply: In accordance with SEBI Circular dated November 30, 2015, 100% of promoters and promoter group shareholding must be in dematerialised form. However, equity shares appearing in the name of DSJ Finance Corporation Limited, ("DSJ Finance") one of the entity falling under the Promoter Group, are in physical form and are not dematerialized since DSJ Finance is under liquidation since 1998. Due to the liquidation proceedings DSJ Finance Corporation Limited management is in control of the liquidator and hence the process of dematerialization has not happened in term of SEBI Circular dated November 30, 2015. Due to the liquidation proceedings DSJ Finance Corporation Limited management is in control of the liquidator and hence the process of dematerialization has not happened in term of SEBI Circular dated November 30, 2015.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has re-appointed Mr. Amit B. Agarwal & Associates, Chartered Accountants, Mumbai as Internal Auditor of the Company in the meeting of the Board of Directors held on 30^th May 2025 for financial year 2025-26 and financial year 2026-27.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same to the Audit Committee on quarterly basis.

Based on the report of internal auditors, the management undertakes corrective action in their respective areas and thereby strengthens the controls.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place an adequate Internal Financial Control System. The Board evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all levels and strives to maintain the Standard in Internal Financial Control.

LISTING OF SECURITIES:

The Companys shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company hereby confirms that the Company has made the payment of Annual Listing Fees for the financial year Ended as on 31^st March, 2026 to BSE Limited and National Stock Exchange of India Limited.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitment, affecting the financial positions of the Company occurred between the end of the F.Y 2025-26 to which this financial statement relates and the date of this report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulations 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the following have been made a part of the Annual Report.

• Management Discussion and Analysis;

• Report on Corporate Governance;

• Declaration on Compliance with Code of Conduct;

• Auditors Certificate regarding compliance of conditions of Corporate Governance.

BUSINESS RESPONSIBILITY REPORT:

The provisions in terms of Regulation 34(2)(f) of the Listing Regulations regarding Business Responsibility Report ("BRR") of the Company are not applicable to the your Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder the Company has formulated a Policy on prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment.

The Company has Complaint Redressal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. The Management has initiated a review of the Companys committee structures, and we are in the process of revising the membership to align with the companys evolving needs and objectives.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.

No. of complaints filed during Financial Year 2025-26 : NIL

No. of complaints disposed off during Financial Year 2025-26 : NA

No. of complaints pending as on 31^st March, 2026 : NA

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees as per the Act. Adequate facilities and support are provided in line with statutory requirements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134 (3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo are as under:

A) Conservation of Energy:

a. Steps taken or impact on the conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B) Technology absorption, adaption and innovation:

a. The efforts made toward technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take steps to use the scarce resources effectively.

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.

d. The expenditure incurred on Research and Development - Not Applicable.

C) Foreign Exchange Earnings and Outgo:

The Particulars of Foreign Exchange Earning and Outgo for the year under review are as follow:

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Foreign exchange earning	59.00	292.6
Foreign exchange outgo	14.31	104.34

MAINTAINENCE OF COST RECORDS:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of the Act regarding maintenance of cost records are not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the assistance and cooperation received from all the Government departments, Banks, Financial Institutions, members and employees during the year under review and also look forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company