Focus Business Solution Ltd Directors Report

DIRECTORS REPORT

To

The Members,

Focus Business Solution Limited

The Board of Directors has pleasure in presenting herewith their 19^th Annual Report together with the Audited Accounts of your Company for the year ended 31^st March 2026.

FINANCIAL HIGHLIGHTS

a) The Companys financial performance during the year ended 31^st March 2026 compared to the previous financial year is summarized below:

Particulars	For the Financial Year Ended 31st March, 2026	For the Financial Year Ended 31st March, 2025
	(In lakhs)	(In lakhs)
Revenue from operations	2410.88	2390.68
Other Income	5.01	5.23
Total Revenue	2415.89	2395.90
(less) Total Expense	2299.45	2296.88
Profit Before Depreciation and finance cost	166.65	156.49
Depreciation	49.17	56.26
Finance Cost	1.04	1.22
Profit/(Loss) before Tax	116.44	99.02
Income Tax Expense	30.47	27.08
Deferred tax	(1.17)	(2.13)
Profit/ (Loss) After Tax	87.14	74.08

STATE OF COMPANYS AFFAIRS

The Company is engaged in the business of debt collection services for Banks, NBFC and financial institutions. Company entered into the agreements with Indias leading Banks, Financial Institutions and Non-Banking Financial companies to act as authorised recovery/collection agents on behalf of them.

The Company achieved the Revenue from Operations of Rs. 2410.88 Lakhs during the financial year ended on 31st March, 2026 as against Rs. 2390.68 Lakhs achieved during the previous year ended on 31st March, 2025.

During the year Company incurred Net Profit of Rs. 87.14 Lakhs during the financial year ended on 31st March, 2026 as against Net Profit of Rs. 74.08 Lakhs during the previous year ended on 31st March, 2025.

WEB ADDRESS

As required pursuant to section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return is available on the website of the company i.e. www.focusbsl.com

AMOUNT PROPOSED TO CARRY TO ANY RESERVE

The Company has not transferred any amount to the General Reserve Account during the financial year ended 31st March, 2026.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary or joint venture or Associate Company.

CHANGE IN SHARE CAPITAL. IF ANY Authorized Share Capital

The authorized share capital of the company is Rs.7,50,00,000 (Rupees Seven Crore Fifty Lakhs Only) divided into 75,00,000 (Seventy-Five Lakhs) equity shares of Rs. 10 each

Paid-up Share Capital

The paid-up share capital of the Company is increased from Rs. 4,60,72,950/- divided into 46,07,295 Equity shares of Rs. 10/- each to Rs. 7,28,71,240/- divided into 72,87,124 Equity shares of Rs. 10/- each.

• BONUS ISSUE

The Company, following the approval of shareholders granted on July 14, 2025, has issued 26,72,224 (Twenty-six lakh seventy-two thousand two hundred twenty-four) bonus equity shares of Rs. 10 each. These shares were duly allotted during the Board meeting held on July 22, 2025.

• ALLOTMENT OF EQUITY SHARES UNDER EMPLOYEES STOCK OPTION PLAN:

The Company has allotted 7605 (Seven Thousand Six Hundred and Five) equity Shares of the company having a face value of Rs. 10/- (Rupees ten Only) at an exercise price of Rs. 10 (Rupees Ten only) aggregating to Rs. 76,050/- (Rupees Seventy-Six Thousand and Fifty Only) to the option grantees pursuant to exercise of the options granted to the eligible employees of the Company as per first grant under "FBSL-ESOS 2023" vide in its board meeting held on 02^nd January, 2026.

LISTING FEES

The Company has paid Listing Fees for the Financial Year 2025-26 to the Stock Exchange, where its Equity Shares are listed.

DIVIDEND

The Board of Directors, at its meeting held on 02^nd September 2026, has recommended a final dividend of 1% on the paid- up equity share capital of the Company for the financial year ended 31^st March 2026, subject to the approval of the Members at the ensuing Annual General Meeting of the Company scheduled to be held on 28^th September 2026.

During the financial year 2025-26, no dividend was declared or paid by the Company.

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

A. Conservation of energy and technology absorption:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc., is not applicable Therefore provision of section 134(m) is not applicable to the company.

B. Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings and outgoing for the year ended as on 31^st March, 2026.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (the Act) and the Articles of Association of the Company Mr. Mohamedyaseen Muhammadbhai Nathani (DIN: 02759578), Director, retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

b) Key managerial personal

The following persons were designated as Key Managerial Personnel as on 31.03.2026:

1. Mr. Mohamedyaseen Muhammadbhai Nathani - Managing Director & Chairman

2. Mr. Mohamedamin Mohammad Nathani - Whole Time Director

3. Mr. Mohammed Ilyas Shaikh - Chief Financial Officer

4. Mr. Anshul Mehra - Company Secretary & Compliance officer

The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203 of the companies Act, 2013.

c) APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

d) Directors Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating Management, your Directors make the following statement and 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; and

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.

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

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company ₍ does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 for prevention and redressal of complaints of sexual harassment at workplace.

The details of Complaint received by the company during the year 2025-26 are as under:

• The number of sexual harassment complaints received during the year - NIL

• The number of such complaints disposed of during the year-NA

• The number of cases pending for a period exceeding ninety days-NIL

GOVERNANCE/SECRETARIAL

Corporate Governance Report

Since the Company is listed on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) & (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year ended 31st March, 2026.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility report is not applicable to the Company for the financial year ended 31^st March, 2026.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial year under review; 08 (Eight) meetings board of directors were held:

Sr. No.	Date of Meeting	Board strength	No. Of Directors Present
1	27-May-2025	05	05
2	20-Jun-2025	05	05
3	22-Jul-2025	05	04
4	22-Sep-2025	05	04
5	29-Oct-2025	05	05
6	15-Nov-2025	05	04
7	02-Jan-2026	05	05
8	23-Feb-2026	05	04

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

COMMITTEES OF BOARD:

During the year under review, your Directors have constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all the Board level committees have been elaborated in the report.

I.Audit Committee:

The Composition of the Committee and Attendance of the members are as under:

Sr No.	Name of the Members	Designation	Number of Meeting entitled	Number of meetings attended
1.	Mr. Pareshkumar Arjanbhai Patel	Chairman (Independent Director)	06	06
2.	Mr. Mohamedyaseen Muhammadbhai Nathani	Member (Managing Director)	06	06
3.	Mr. Tushar Mohanlal Mistry	Member (Independent Director)	06	04
4.	Ms. Saba Banu Bawani	Member (Independent Director)	06	06

During the financial year, 06 (Six) meetings of the Audit Committee were held on following dates:

27-05-2025, 20-06-2025, 22-07-2025, 29-10-2025, 02-01-2026, & 23-02-2026 Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the Statutory Auditors, Internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 as amended from time to time.

II. Nomination and Remuneration Committee:

The Composition of the Committee and Attendance of the members are as under is as under:

Sr No.	Name of the Members	Designation	Number of Meeting entitled	Number of meeting attended
1	Mr. Pareshkumar Arjanbhai Patel	Chairman (Independent Director)	04	04
2	Mr. Tushar Mohanlal Mistry	Member (Independent Director)	04	02
3	Ms. Saba Banu Bawani	Member (Independent Director)	04	04

During the financial year, 04(Four) meetings of the Nomination and Remuneration Committee were held on following dates: 20-06-2025, 22-07-2025, 15-11-2025, & 02-01-2026 Requisite quorum was present during all the meetings.

The primary objective of the Nomination and Remuneration Committee ("NRC") is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of every directors performance.

The Composition and the Terms of Reference of the nomination & Remuneration Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

III. Stakeholders Relationship Committee:

The Composition of the Committee and Attendance of the members are as under is as under:

Sr. No.	Name of the Members	Designation	Number of Meeting entitled	Number of meeting attended
1	Mr. Pareshkumar Arjanbhai Patel	Chairman Director) (Independent	04	04
2.	Ms. Saba Banu Bawani	Member Director) (Independent	04	04
3	Mr. Tushar Mohanlal Mistry	Member Director) (Independent	04	02

During the Financial year, 4 (Four) meeting of the Stakeholder Relationship Committee were held on following dates: 27-05-2025, 22-07-2025, 29-10-2025, & 23-02-2026

The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and nonreceipt of annual report and recommends measure for expeditious and effective investor service.

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

The Company has duly appointed Registrar and Share Transfer Agent (R & T Agent) for servicing the shareholders holding shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended 31st March 2026.

During the year, one independent directors meeting held on 02.03.2026.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

Sr. No.	Name of Director	Board Meeting			Committee Meeting
		No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%	AGM
1.	Mr. Mohamed Amin Mohammad Nathani	08	08	100	0	0	0	Yes
2.	Mr. Mohamedyaseen Muhammadbhai Nathani	08	08	100	06	06	100	Yes
3.	Ms. Saba Banu Bawani	08	08	100	14	14	100	Yes
4.	Mr. Pareshkumar Arjanbhai Patel	08	08	100	14	14	100	Yes
5.	Mr. Tushar Mohanlal Mistry	08	04	50	14	08	57.14	No

DETAILS OF FRAUD REPORTED BY AUDITOR

No fraudulent activities were reported by the auditors of the Company during the period under review pursuant to the provision of Section 143(12) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as "Annexure - I".

PARTICULARS OF LOAN, GUARANTEES, INVESTMENT OR SECURITY GIVEN BY THE COMPANY UNDER SECTION 186

The details of the Investments and Loans covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

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

There were no significant and material orders passed by the Regulators /Courts that would impact the going concern status of the Company and its future operations.

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

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and other applicable provisions, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors.

The evaluation of the Board was carried out after seeking inputs from all the Directors and was based on various criteria, including the composition and structure of the Board, effectiveness of Board processes, participation and contribution of Directors, quality of deliberations, transparency, adherence to good corporate governance practices and effectiveness of the functioning of the Board and its Committees.

The performance of the Committees was evaluated based on parameters including their composition, effectiveness of meetings, fulfilment of their terms of reference and the quality of recommendations made to the Board.

The performance of individual Directors was evaluated considering various parameters, including attendance and participation in Board and Committee meetings, knowledge and expertise, contribution to the strategic affairs of the Company, leadership qualities, independent judgement and overall contribution to the functioning of the Board.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III.

AUDITORS AND AUDITORS REPORT:

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Statutory Auditors & their Report

The Companys Statutory Auditors, M/s. Kansariwala & Chevli, Chartered Accountants (Firm registration no:123689W) were appointed as Statutory Auditors of the Company for a period of Five year at the 14^th Annual General Meeting held on September 28, 2021 and his remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The office of the M/s. Kansariwala & Chevli, Chartered Accountants, Surat, (Firm Registration No. 123689W) Statutory Auditors of the Company expires at the ensuing Annual General Meeting of the Company.

The Board of Directors has recomnded, M/s. PSSP & Co. (Firm Reg. No. 0129147W) to be appointed as Statutory Auditors of the Company.

As per Section 139(1) of the Companies Act, 2013 and rules made there-under; your Directors recommend their appointment for a term of 5 (five) years from the conclusion of ensuing Annual General Meeting till the conclusion of Sixth Annual General Meeting (i.e. till the F.Y. 2030-31).

To be appointed as a Statutory Auditors, they have consented that they are eligible u/s. 141 of the Companies Act, 2013 read with Rule 4 (1) of the Companies (Audit and Auditor) Rules, 2014 and are not disqualified under the Companies Act 2013, the Chartered Accountants Act, 1949 and the rules and regulations made there-under.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

Secretarial Auditor & their Report

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JDM and Associates LLP, Practicing Company Secretary to conduct the secretarial audit for the financial year 2025-26. The Secretarial Audit Report as received from M/s. JDM and Associates LLP, Practicing Company Secretary is appended as Annexure-II to this Report.

The observation of secretarial audit report as mentioned below;

• It was observed that the Company has filed Revised Shareholding Pattern for the Quarter ended 31.03.2025 on 05.05.2025, which was after the prescribed timeline under Regulation 31(1)(b) of SEBI (LODR) Regulations, 2015.

Reply from the company:

• The Company has rectified the discrepancies raised by the Stock Exchange and had filed Revised Shareholding pattern by clarifying the variances in the Demat and Physical Shareholding on 05.05.2025

Internal Auditor

The Company has appointed M/s Jariwala & Associates, Chartered Accountants of the Company as Internal Auditor of the Company for conducing Internal Audit of Company for the period of 1 year for the Financial Year 2025-26, according to the Section 138 of the Companies Act, 2013 and read with the Rule 13 of The Companies (Accounts) Rules, 2014.

Further, the Board has re-appointed M/s. Jariwala & Associates, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2026-27 in the board meeting held on 23^rd May, 2026.

Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the financial statement or Annual report has been revised during Financial Year 2024-25 for any of the three Preceding financial years.

DEPOSITS

The company has not accepted any deposit during the year under review. There was no deposit unpaid or unclaimed at the end of the year. The company has not defaulted in repayment of deposits or payment of interest thereon. Hence, the disclosure relating to deposit covered under Chapter V of the Companies Act, 2013 read with Rule 8 (5) of The Companies (Accounts) Rules, 2014 are not applicable to the company.

DETAILS OF UNSECURED LOAN RECEIVED FROM DIRECTOR/RELATIVE OF DIRECTORS

The company has not accepted any unsecured loans from its director and relative of directors during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report and is annexed as Annexure IV.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year, there were no material changes which affects the financial position of the Company.

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

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

MAINTENANCE OF COST RECORDS U/S 148 (1)

The Company is not required to maintain cost records as per section 148(1) of the Companies Act, 2013 during the reporting period.

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

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

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

During under the review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there were no change in nature of business of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection Fund.

PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading. Investor Grievance Redressal During the financial year under review, there were no pending complaints or share transfer cases as on 31^st March 2026.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection Fund.

HUMAN RESOURCE DEVELOPMENT

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No commission was received by the Managing Director/Whole-Time Director from the Company or its holding or subsidiary J companies during the year under review

EMPLOYEE STOCK OPTIONS:

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

• Focus Business Solution Limited- Employee Stock Option Scheme 2023 ("FBSL-ESOS 2023"):

On July 29, 2023, pursuant to approval by the shareholders, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company under FBSL ESOS 2023 plan. The maximum number of shares to be granted under the FBSL ESOS 2023 Plan shall not exceed 2,22,200 equity shares.

Nomination and Remuneration Committee at its meeting held on November 11, 2023 approved the first grant of 26,400 options to eligible employees under FBSL ESOS 2023 at an exercise price of Rs. 10/- per option convertible into the equity shares of face value of Rs. 10/- each of the Company and shall vest within a period of one year from the date of the grant and shall be exercisable within one year of vesting. Subsequently, the Company allotted 7,695 equity shares of ^10/- each on March 26, 2025 & 7,605 equity shares of ^10/- each on January 02, 2026, to eligible employees upon exercise of options under the first grant.

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

• COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2026, the Board consists of 5 Directors, 2 is Executive Director and 3 of who are Non-Executive Independent Directors.

The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board can be viewed on our website i.e. www.focusbsl.com. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

• INSIDER TRADING:

There are many informations that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including all employees. The policy relating to this is available on the website of the company.

This policy is applicable to all employees and KMPs of the company to not to disclose the confidential information of the company which affects the performance of the company, policy related to this available at the website of the Company i.e. www.focusbsl.com.

• RELATED PARTY TRANSACTIONS:

The Objective of the Policy is to set out:

(a) The materiality thresholds for related party transactions; and

(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner available at the website of the Company i.e. www.focusbsl.com.

• RISK ASSESSMENT AND MANAGEMENT:

Risk is the part of every ones life, while running any business there are many kinds of risk is involved to minimis the business risk and all the factors that will negatively affects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management policy relating to this is available in the website of the Company i.e. www.focusbsl.com.

• DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES

While running the big organization there are certain good and bad things may be happened in order to control the fraud, misconduct and malpractices this procedure is adopted by the Company and reporting of this procedure is done under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices policy relating to this is available at the website www.focusbsl.com.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

MATERNITY BENEFIT ACT AND ITS COMPLIANCE

The Company has duly complied with the provisions of the Maternity Benefit Act, ensuring all eligible employees receive the benefits and protections as mandated under the Act.

OTHERS

Registrar and Transfer Agent:

The Company had appointed Purva Sharegistry (India) Pvt. Ltd as the Registrar and Transfer Agent (RTA). The Companys RTA have adequate infrastructure to process investor grievances with regards to transfers, transmission and other such matters.

Statutory Compliances

The Company has complied with all the statutory requirements. The Company ensures compliance of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and various statutory authorities on quarterly/half yearly/Annual basis.

Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual Results might differ.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. Your Directors also wish to place on record their deep gratitude towards the shareholders for their continued support and confidence.

	For and on behalf of the Board
	Focus Business Solution Limited
Mr. Mohamedyaseen Muhammadbhai Nathani	Mr. Mohamedamin Mohammad Nathani
Managing Director & Chairman	Whole Time Director
DIN:02759578	DIN:02759560
	Date: 02nd September, 2026
	Place: Surat