Emerald Finance Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting before you their 43^rd Report together with the Audited Accounts of the Company for the year ended 31^st March, 2026.

FINANCIAL RESULTS:-

The standalone financial results of the Company for the year under review are summarized for your consideration: (Rs. In Lacs)

Particulars	2025-2026	2024-2025	2025-2026	2024-2025
	(Standalone)	(Standalone)	(Consolidated)	(Consolidated)
Gross Income	2078.25	1347.18	3120.44	2163.43
Expenses	519.34	477.22	1066.99	961.73
Profit Before Exceptional	1558.91	869.96	2053.45	1201.70
item, Depreciation and Tax
Depreciation	5.98	1.78	16.92	7.58
Profit Before Exceptional	1552.93	868.18	2036.53	1194.12
item and Tax
Exceptional Item	0	0	0	0
Net Profit Before Tax	1552.93	868.18	2036.53	1194.12
Provision for Tax	398.39	223.80	521.82	305.25
Net Profit After Tax	1154.54	644.38	1514.71	888.87
Basic EPS	3.34	1.87	4.39	2.57
Diluted EPS	3.33	1.85	4.36	2.56

STATE OF COMPANYfS AFFAIRS / BRIEF DESCRIPTION OF THE COMPANYfS WORKING DURING THE

YEAR / HIGHLIGHTS / OPERATIONS

During the year under review, Emerald Finance Limited continued to expand its operations as a diversified financial services company, with a focus on Early Wage Access (EWA), SME & Retail Lending, and Retail Loan Distribution through Shubhbank.com. The Company continued to strengthen its technology platform, lending operations and distribution capabilities with a view to providing accessible and convenient financial solutions to individuals, employees and businesses.

The Company recorded a strong improvement in its financial performance during the year. On a standalone basis, the Gross Income increased to 2,078.25 lakhs as against 1,347.18 lakhs in the previous year, registering a growth of approximately 54.27%. Profit Before Tax increased to 1,552.93 lakhs from 868.18 lakhs, representing a growth of approximately 78.88%, while Profit After Tax increased to 1,154.54 lakhs from 644.38 lakhs, registering a growth of approximately 79.18%.

On a consolidated basis, the Gross Income increased to 3,120.44 lakhs as compared to 2,163.42 lakhs in the previous year, representing a growth of approximately 44.25%. Consolidated Profit Before Tax increased to 2,036.53 lakhs from 1,194.12 lakhs, registering a growth of approximately 70.54%, while Consolidated Profit After Tax stood at 1,514.71 lakhs as against 888.87 lakhs in the previous year, representing a growth of approximately 70.41%.

The Companys Basic Earnings Per Share (EPS) increased from 1.87 to 3.34 on a standalone basis and from 2.57 to 4.39 on a consolidated basis. The corresponding Diluted EPS increased from 1.85 to 3.33 on a standalone basis and from 2.56 to 4.36 on a consolidated basis.

Business Operations

Early Wage Access (EWA):

The Company operates an Early Wage Access platform which enables eligible employees to access a portion of their earned but unpaid wages before the normal salary disbursement date. The platform provides employees with timely and convenient access to liquidity through a secure and technology-enabled mechanism.

SME & Retail Lending:

The Company continued its lending operations through its own lending book, primarily catering to the credit requirements of SMEs and retail borrowers. The Company remains focused on responsible lending, efficient credit evaluation and prudent risk management while providing timely credit solutions to its customers.

Retail Loan Distribution:

Through Shubhbank.com, the Company continued to facilitate the distribution of retail loan products offered by various financial institutions. The platform enables prospective borrowers to access suitable lending products and connects them with lending partners. The Company has established a Pan-India presence in this segment and continues to strengthen its digital distribution capabilities.

The Companys overall performance during the year reflects the continued scaling of its business operations and the benefits arising from its diversified financial services model. The management remains focused on sustainable growth, strengthening the Companys technology and distribution infrastructure, enhancing customer experience and maintaining prudent financial and risk-management practices.

DIVIDEND :-

Your Company is consistently rewarding its shareholders by way of dividend payment. The Board of Directors of your Company have recommended payment of Final Dividend Rs. 0.10 per Equity Share having Face Value of Rs. 10/- each for the Financial Year 2025-26, subject to approval of the Shareholders at the ensuing 43^rd Annual General Meeting.

RESERVE:

Entire amount of Net Profit has been transferred to Profit and Loss Surplus account, which appears under the head "Reserves and Surplus." An amount of INR 2.31 crores has been transferred to Statutory Reserve Fund u/s 45 IC @20% .

DIRECTORS: -

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanjay Aggarwal (DIN 0250828), Director of the Company retires by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Sanjay Aggarwal	Managing Director
Ms. Sheetal Kapoor	Chief Financial Officer
Mrs. Amarjeet Kaur	Company Secretary and Compliance Officer

SHARE CAPITAL

The Authorised Share Capital of the Company is 50,00,00,000/- divided into 5,00,00,000 Equity Shares of

10/- each. the Paid-up Share Capital of the Company is 34,54,03,190/-, divided into 3,45,40,319 Equity Shares of 10/- each as at 31st March, 2026.

- The Company has not bought back any of its securities during the year under review.

- The Company has not issued Employee Stock Options during the year under review. However, the Company had granted 2,80,000 Employee Stock Options in the previous years, out of which the options remain unexercised as on the date of this Report.

- No Bonus Shares were issued during the year under review.

- The company has not issued any shares with differential voting rights during the financial year.

EMPLOYEE STOCK OPTION SCHEME:

Pursuant to the approval of the Members of the Company through Postal Ballot dated 24th October, 2023, the Board of Directors of the Company approved the "EFL ESOP Scheme 2023" ("Scheme") in accordance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ("SEBI SBEB Regulations").

The Scheme is administered by the Nomination and Remuneration Committee of the Company and is in compliance with the applicable provisions of the SEBI SBEB Regulations. There have been no material changes in the Scheme during the financial year under review. During the previous financial years, the Company had granted 2,80,000 (Two Lakh Eighty Thousand) stock options, which remained outstanding as at 31st March, 2026. No stock options were granted to any employee during the financial year ended 31st March, 2026. The options granted under the Scheme shall be exercisable not earlier than one year and not later than four years from the respective date of vesting, subject to the terms and conditions of the Scheme.

The disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as at 31st March, 2026, are set out in the ESOP Annexure forming part of the Annual Report and are available at the following link https://emeraldfin.com/wp-content/uploads/2026/08/ESOPAnnexure2026.pdf.

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

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the company. The Company has in place

"Policy for Prevention and Redressal of Sexual Harassment" in line with the requirements of sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as the said Act) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office, works to deal with the Complaints received by the company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21& 22 of the aid Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr. No.	No. of cases pending as on the beginning of the financial year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end of the financial year under review
1.	NIL	NIL	NIL

MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review. All eligible female employees are extended maternity benefits in accordance with the Act, including paid maternity leave, nursing breaks, and protection from dismissal during the maternity period. During the review period, no instances of non-compliance were observed.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No events have been occurred subsequent to the date of financial results.

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

No material changes have been occurred affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

MAJOR CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review: a. In the nature of Companys business b. Generally, in the class of business in which the Company has an interest.

LISTING AND LISTING REGULATIONS: -

The equity shares of the company are listed on the BSE Ltd. During the year, Company executed Uniform Listing Regulations in accordance with the requirements of SEBI circular DCS/ COMP/12/2015-16 dated October 13, 2015, with BSE Limited.

The company is regular in paying the listing fee.

INSIDER TRADING:

The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CORPORATE GOVERNANCE: -

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Listing Regulations, 2015, Report on Corporate Governance is annexed herewith as Annexure D-2 and forms a part of this Annual Report. A Certificate from Mr. Anil Negi, a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed with the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES: -

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The details under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure D-3.

NUMBER OF MEETINGS OF BOARD

During the year 2025-26, 7 (seven) Board Meetings were held including one meeting of Independent Directors on the following dates:

Sr. no.	Date of Board Meeting	No. of Directors	Present
1	11.04.2025	4	4
2	22.05.2025	4	4
3	11.07.2025	4	4
4	26.08.2025	4	4
5	15.10.2025	4	4
6	16.01.2026	4	4
7	16.01.2026 (Ind. Directors Meeting)	2	2

POLICY ON DIRECTORSf APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure D-4, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure D-5 forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation: -

a.Criteria for evaluation of the Board of Directors as a whole: i. The Frequency of Meetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow and quantity of Information from the Management to the Board v. Number of Committees and their role. vi. Overall performance of the Company b.Criteria for evaluation of the Individual Directors including Independent Directors; i. Experience and ability to contribute to the decision-making process ii. Problem solving approach and guidance to the Management iv. Attendance and Participation in the Meetings iv. Personal competencies and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 16.01.2026 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.The Directors express their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORSREPORT: -

M/s S. Lal Bansal & Co., Chartered Accountants, Chandigarh, was appointed as Statutory Auditors of the Company in the 39^th Annual General Meeting to hold office till the conclusion of Annual General Meeting to be held in the year 2027. The Auditors Report being self-explanatory requires no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2025-26.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s Anil Negi & Company, Company Secretary in Practice (CP No. 17213, Membership No. 46547) as the Secretarial Auditor of the Company for the financial year under review. In the ensuing Annual General Meeting, it is proposed to appoint him for a term of five consecutive years.

The Secretarial Audit Report for the financial year 2025-26, submitted in the prescribed form MR-3, is annexed as Annexure D-6 and forms part of this Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer which calls for any explanation by the Board of Directors.

Further, during the financial year under review, the Company had one material unlisted subsidiary, M/s Eclat Net Advisors Private Limited. Accordingly, in compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the said material unlisted subsidiary has also been annexed to this Report as Annexure D-6A. The Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation by the Board of Directors.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well-placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has formulated and implemented a comprehensive Risk Management Policy in accordance with the provisions of the Companies Act, 2013. The policy includes the identification and assessment of risks that, in the opinion of the Board, may potentially threaten the existence of the Company.

As part of this framework, the Company conducts periodic risk assessments and implements appropriate risk minimization procedures. These are regularly reviewed by the Board to ensure their effectiveness. Control systems are also instituted across business processes to mitigate identified risks.

The Board exercises oversight of the risk management framework and reviews the Risk Management Policy at regular intervals. In the opinion of the Board, no element of risk has been identified during the year under review which may threaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES

The Company has one subsidiary, M/s Eclat Net Advisors Private Limited (CIN: U74140CH2015PTC035473), within the meaning of Section 2(87) of the Companies Act, 2013. A report on the performance and financial position of the said subsidiary, in the prescribed Form AOC-1, is annexed to this Report as Annexure D-7 in compliance with Section 129(3) of the Companies Act, 2013.

DEPOSITS

The Company has not accepted or renewed any deposits during the financial year 2025-26 in terms of Chapter V of the Companies Act, 2013. Accordingly, disclosure under this head is Nil. Further, there was no noncompliance with the provisions of Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUSAND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS OF SECTION 134(3)(o) OF THE ACT:-

The provisions of Corporate Social Responsibility became applicable to the company during the year under review. The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year under review in the form of CSR Policy is available on the website of the Company at www.emeraldfin.com. The weblink for the same is https://emeraldfin.com/wp-content/uploads/2026/03/CSR-Policy-V1.pdf. During the year 2025-26, the Company has undertaken various Corporate Social Responsibility initiatives in accordance with the CSR Policy of the Company and Schedule VII to the Companies Act, 2013. The annual report on CSR is attached as Annexure D-15 of the report.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an audit committee has been duly constituted. The Audit Committee as on March 31, 2026 comprises of the following Directors:

Mr. Manjeet Kaushik	Independent Director, Chairman
Mr. Akshay Agarwal	Independent Director, Member
Mrs. Anubha Aggarwal	Non - Executive , Non-Independent Director, Member

Details of the Audit Committee have been separately given in the corporate governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2026 comprises of the following Directors:

Mr. Manjeet Kaushik	Independent Director, Chairman
Mrs. Anubha Aggarwal	Non-executive, Non - Independent Director, Member
Mr. Akshay Aggarwal	Independent Director, Member

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Stakeholders Relationship Committee with following composition as on31.03.2026: -

Mrs. Anubha Aggarwal	Non-executive, Non - Independent Director, Chairperson
Mr. Akshay Agarwal	Independent Director, Member
Mr. Sanjay Aggarwal	Managing Director, Member

ANNUAL RETURN

The Annual Return of the Company, pursuant to sub-section 3(a) of Section 134 and the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2024- 25 in the Form MGT-7 has been uploaded on Companys website and the web link for the same is https://emeraldfin.com/wp-content/uploads/2026/08/AC5356899-MGT-7-Draft.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2025-26 are not applicable to the company as company is a non banking finance company, though the information is attached as Annexure D-8 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arms length basis. Hence, provisions of Section 188 (1) are not applicable. However, as these transactions were in the ordinary course of business and on an arms length basis, in the opinion of the Board these transactions are justified to be executed. The detail of these transactions is given in Annexure D-9, which forms part of this report.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered material according to the policy of the Company on Materiality of Related Party

Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 29 of the Financial Statements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Regulation 22 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detail of the said Vigil Mechanism cum Whistle Blower Policy is given in the Corporate Governance Section, which is annexed herewith. The Vigil Mechanism cum Whistle Blower Policy is also available on the Companys website https://www.emeraldfin.com/wp-content/uploads/2017/09/ Whistle-Blower-Policy.pdf.

DIRECTORSf RESPONSIBILITY STATEMENT: -

Pursuant to Section 134 (3) (c) read over with Section 134 (5) of the Companies Act, 2013, your Directors confirm that:- (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and of the profit and loss of the company for that period; (c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms the Managing Director has submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in the Companys earlier Annual Reports, the equity shares of the Company are in compulsory dematerialised form in terms of SEBI Guidelines. This facility is available through arrangements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2026, about 99.07% of the Companyfs shares were held in dematerialised form.

The Company has appointed M/s Mas Services Limited, New Delhi as its Registrar and Share Transfer Agent (RTA), which also acts as the common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has duly complied with the applicable Secretarial Standards during the financial year 2025-26.

SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to Micro, Small & Medium Enterprises as on 31st March, 2026.

ONE-TIME SETTLEMENTS

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT:-

The Directors take this opportunity to express their deep sense of gratitude to the Central and State Governments, regulatory authorities, and local bodies for their continued support and cooperation.

The Board also places on record its sincere appreciation for the commitment, dedication and hard work of all employees of the Company, whose efforts have contributed significantly to its growth and performance.

The Directors further extend their gratitude to the Companys clients, Reserve Bank of India, bankers, advisors, business partners, and the local community for their valuable association and support.

Finally, the Directors convey their heartfelt thanks to the shareholders for the continued confidence, trust, and encouragement reposed in the management of the Company.