To, The Members,
Fundviser Capital (India) Limited
The Board of Directors have pleasure in presenting before you the 41 st Annual Report and Audited Financial Statements for the Financial Year (FY) ended as on 31 st March, 2026.
1. SIGNIFICANT CHANGES DURING THE FINANCIAL YEAR UNDER REPORT
(i) Issue of further Shares and Convertible Warrants on Preferential Basis and subsequent conversion of Warrants: -
a) As reported in the Directors Report for the financial year 2023-2024 and 2024-2025, the Company had issued and allotted 13,50,000 Convertible Warrants on Preferential Allotment basis to Promoter Group. During the FY 2025-2026, out of the said Convertible Warrants, on exercise of the right to convert the Warrants into Equity Shares, by Warrant holders, the Board of Directors of the Company in its meeting held on 24 th April, 2025 had allotted 7,62,500 Equity Shares of 10/- each on conversion of the remaining 7,62,500 Convertible Warrants. The Company had completed the procedure for Listing of 7,62,500 Equity Shares and its Trading Approval on BSE Ltd. Accordingly the Listed Share Capital of the Company after the said Allotment was increased to 5,91,50,000/-.
b) Further during the Financial Year under Report i.e. FY 2025-2026, the shareholders of the Company in their Extra Ordinary General Meeting held on 28 th October, 2025 had passed a Special Resolution for issue and allotment of 64,85,000 Convertible Warrants of 10/- each for Cash at a Premium of 112.50 per Share/Warrant total amounting to 79,44,12,500/- on Preferential Basis to Promoter/Promoter Group and Non Promoters/Strategic Investors. Out of 64,85,000 Convertible Warrants so issued and allotted, on 23rd March, 2026 the Warrant Holders holding 19,85,000 Convertible Warrants exercised their right to convert their warrants into 19,85,000 Equity Shares. The Company had completed the procedure for Listing of the said Equity Shares and its Trading Approval on BSE Ltd. Thus, as on date, the Listed Equity Share Capital of the Company stands increased to 7,90,00,000/- and the outstanding convertible Warrants stands reduced to 45,00,000 Convertible Warrants with the paid up amount of 30.625 per Warrant. The Warrants are convertible into Equity Shares of the Company on or before 24 th May, 2027.
(ii) Investment in Silver Sage Trading LLC: -
On recommendation of Audit Committee, the Board of Directors in its meeting held on 18th February, 2026 had decided to acquire 100% Equity Shares of Silver Sage Trading LLC, ( Silver Sage ), a single owner Limited Liability Company having its office in Dubai, United Arab Emirates. The Company entered into the Share Purchase Agreement with Silver Sage in March 2026 and completed its complete acquisition including the payment in April, 2026. Accordingly, pursuant to the acquisition of 100% Equity Shares of Silver Sage, it has become the Wholly Owned Subsidiary of the Company w.e.f. 3 rd April 2026.
(iii) Changes in Composition of Board of Directors and KMP: - Appointment
During the year under review, there were no appointments of any Directors of the Company. Accordingly, the Board of Directors of the Company comprises of 2 Executive Directors including one Woman Director and three Non-Executive & Independent Directors.
Cessation
During the year under review, none of the Directors ceased to be the Directors of the Company and there is no change in the composition of the Board of Directors.
Change in Designation:
In the Extra Ordinary General Meeting held on 15 th July, 2025, following changes were approved by the Shareholders of the Company: -
a) On the recommendation of the Nomination and Remuneration Committee, Audit Committee and the Board of Directors, Mr. Prem Krishan Jain was re-designated from Whole Time Director to Managing Director of the Company w.e.f. 16 th July, 2025 liable to retire by rotation, for the remaining term of his appointment i.e. till 30 th September, 2028.
b) On the recommendation of the Nomination and Remuneration Committee, Audit Committee and the Board of Directors, Mrs. Kriti Jain who was appointed as Non-Executive Director, was re-designated from Non-Executive Director to Whole Time Director of the Company designated as Executive Director , liable to retire by rotation, for a period of 3 (Three) Years w.e.f. 24th April, 2025 to 31st March, 2028.
Re-appointment of Director liable to retire by rotation:
In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Prem Krishan Jain (DIN: 09304822), Director who was liable to retire by rotation at the Annual General Meeting held on 29 th September, 2025 was reappointed as the Director of the Company, liable to retire by rotation.
Changes in Key Managerial Personnel (KMP):
CS Dipen Shah (Membership No.: A43449) resigned as the Company Secretary and Compliance Office of the Company w.e.f. 28 th February, 2025.
CS Raujesh Khandelwal (Membership No.: A49419) was appointed as the Company Secretary and Compliance Office of the Company w.e.f. 24 th April, 2025.
2. FINANCIAL RESULTS
(i) The Standalone Financial Results for the Financial Year ended on 31 st March, 2026 are briefly given below: -
( in Lakhs)
| Particulars | Financial Year 2025-2026 | Financial Year 2024-2025 |
| Revenue from Operations & Other Income | 1,169.77 | 216.71 |
| Profit before Interest, Depreciation & Income Tax | 88.28 | 57.09 |
| Less: | ||
| Interest/Finance Cost | 27.96 | 0.15 |
| Depreciation & Amortization | 4.91 | 0.53 |
| Profit/ (Loss) for the Year before tax | 55.41 | 56.41 |
| Less: Provision for Tax | ||
| Current Tax | 10.36 | 16.88 |
| Deferred Tax | 0.22 | (2.88) |
| Earlier Year | 1.08 | (0.67) |
| Profit/(Loss) after Tax | 43.75 | 43.08 |
(ii) The Consolidated Financial Results for the Financial Year ended on 31 st March, 2026 are briefly given below:
( in Lakhs)
| Particulars | Financial Year 2025-2026 | Financial Year 2024-2025 |
| Revenue from Operations & Other Income | 13,329.96 | 3,369.79 |
| Profit before Interest, Depreciation & Income Tax | 524.70 | 298.62 |
| Less: | ||
| Interest/Finance Cost | 76.38 | 12.07 |
| Depreciation & Amortization | 13.91 | 2.58 |
| Profit/ (Loss) for the Year before tax | 434.41 | 283.97 |
| Less: Provision for Tax | ||
| Current Tax | 99.97 | 21.05 |
| Deferred Tax | 0.27 | (2.88) |
| Earlier Year | 9.63 | (0.67) |
| Profit/(Loss) after Tax | 324.54 | 266.47 |
(iii) Consolidated Financial Statement
The consolidated financial statements of the Company and its subsidiaries for FY 2025-2026 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ( the Act ) and as stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( the Listing Regulations ) as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report there on form part of this Annual Report.
3. COMPANYS AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Financial and Present Performance
During the Financial Year under review the Revenue from Operations of the Company on Standalone basis, was 1,169.57 Lakhs as against of 194.12 Lakhs of the previous year. The other income of the Company was 0.20 Lakhs as against 22.59 Lakhs of the previous year. The Company has earned a Net Profit of 43.75 Lakhs as against the Profit of 43.07 Lakhs of the previous year.
Management Discussion and Analysis: (a) Present Business
The Company is doing its business in two segments and has deployed major Funds in two segments i.e. Investment in Property, Shares and Deposits and Bullion Trading. The Company has invested in subsidiaries which operate in different segments i.e. Media & Entertainment, Merchant Trading & Real Estate. As on 31 st March, 2026 the following are the Subsidiaries of the Company: -
A] Material Subsidiaries
1) Starlight Box Theatres Private Limited
2) DARS Transtrade Private Limited
3) Silver Sage Trading LLC (w.e.f. 3 rd April, 2026)
B] Other Subsidiaries
1) New India RE & Infra LLP
With the optimum return on the investments, the Company would be able to perform better in the years to come.
(b) Internal Control Systems and its Adequacy
The Company has adequate Internal Control Systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal Audit Reports and the adequacy and effectiveness of internal controls periodically.
(c) Risks and concerns
The Company has formulated various policies and procedures to face the risks and challenges affecting the Business of the Company. The Company has a Risk Management Policy in place and is being reviewed regularly. Various risks such as financial risk arising out of the operations, increased competition in the sectors/areas of the Company, business conditions in the markets and other risks have been identified and taken into account while formulating policies.
The Directors get themselves trained and educated on various risks factors. Periodic reviews are also being taken to improve the same.
(d) Material developments in Human Resources / Industrial Relations front, including number of people employed
The main business of the Company is investment in securities and Subsidiaries/Other Companies and hence, considering the nature of the business, the Human Resources requirement of the Company is very less, which at present as on 31st March, 2026 is 9 employees.
(e) Key financial ratios
Ratios, along with detailed explanation thereof has been Detailsofsignificant given in Note No. 44 under the head Financial Ratio of the Financial Statements for FY 2025-2026.
(f) Change in Nature of Business
The shareholders of the Company in their Extra Ordinary General Meeting held on 28 th October, 2025 had passed a Special Resolution for alteration of Main Object clause of the Memorandum of Associations of the Company by adding additional object clause relating to trading & dealing in gold and silver, bullion and coins.
4. CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion and Analysis, describing, if any, the Company s objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual resultsmightdiffermaterially from those either expressed or implied.
5. TRANSFER TO RESERVES
Your Company has not proposed to transfer any amount to the General Reserve.
6. DIVIDEND
With a view to augment long term resources and to plough back the earnings in the Company itself, your Directors do not recommend any Dividend on the Shares of the Company.
7. PUBLIC DEPOSITS
During the Financial Year 2025-2026, your Company had not accepted any Deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
The Central Government Ministry of Corporate Affairs vide notification dated 22 nd January, 2019 read with further notification dated 30th April, 2019 required the Companies to file return of Deposits or Particulars of Transactions not considered as Deposit . The Company has complied with the said notification
8. LISTING AGREEMENT & FEES
The annual listing fees for the Financial Year 2025-2026 as well as for the Financial Year 2026-2027 have been paid to BSE Limited, where your Company s Shares are listed.
9. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
As of the close of the Financial Year 2025-2026, the Company has 2 material subsidiaries namely:
| 1) Starlight Box Theatres Private Limited | - 51.12% holding |
| 2) DARS Transtrade Private Limited [Formerly known as V3 Constructions Pvt. Ltd.] | - 51.61% holding |
3) The Company on 3 rd April, 2026 i.e. during the current Financial Year 2026-2027 had acquired the 100% stake in Silver Sage Trading LLC and has become material subsidiary of the Company.
4) The Company has invested in the Capital of New India RE and Infra LLP and has become a Partner with 64% of Capital Contribution of the said LLP.
Consolidated Financial Statements of the Company are inclusive of the results of all the subsidiaries viz., Starlight Box Theatres Private Limited, DARS Transtrade Private Limited and New India RE and Infra LLP. During the year under review, the Board of Directors have reviewed the affairs of the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013. The Company has prepared consolidated financial statements of the Company which forms part of this Annual Report. The salient features of the financial statements of the Subsidiaries are set out in the prescribed form AOC-1 which is attached to provides the details of performance and financial position of the financial Companys Subsidiaries. Copies of annual accounts and related information of all the subsidiaries can be sought by any member of the Company by making a written request to the Company at the Registered Office. Above information is available for inspection at the Registered Office & on website of the Company. The Policy for determining Material subsidiaries has been placed on the Company s website at www. fund viser capital.in.
10. ANNUAL RETURN
Pursuant to provisions of Section 134 read with Section 92 of the Companies Act, 2013, as amended; copies of Annual Returns filed with the MCA are available at the website of the Company viz. www.fundvisercapital. in and the Annual Return for the Financial Year 2024-2025 is available on the website of the Company and on MCA. The draft Annual Return for the Financial Year 2025-2026 is made available on the Company s website and the final version will be uploaded on MCA portal after the conclusion of AGM.
11. COMPOSITION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES AND DETAILS OF ITS MEETINGS & GENERAL MEETINGS HELD DURING THE YEAR
During the Financial Year 2025-2026, Twelve (12) Board Meetings, Two (2) Extra Ordinary General Meetings and One (1) Annual General Meeting, Ten (10) Audit Committee Meetings, Two (2) Nomination and Remuneration Committee Meetings and Three (3) Stakeholder Relationship Committee Meetings and One (1) Independent Directors Meeting were convened and held.
The details of the said Meetings held are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Composition of Audit Committee:
During the year under review, there was no change in the composition of the Audit Committee of the Company. The Audit Committee comprises of Mr. Triloki Nath Bansal, Mr. Prem Krishan Jain, Mr. Vinod Kumar Singh and Mr. Suresh Kumar Jain. Mr. Triloki Nath Bansal, Chartered Accountant is the Chairman of the Audit Committee.
The Company Secretary and Compliance Officer of the Company acts as a Secretary to the Committee.
Composition of Nomination and Remuneration Committee:
During the year under review, there was no change in the composition of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee comprises of Mr. Triloki Nath Bansal, Mr. Vinod Kumar Singh and Mr. Suresh Kumar Jain. Mr. Triloki Nath Bansal is the Chairman of the Nomination and Remuneration Committee.
The Company Secretary and Compliance Officer of the Company acts as a Secretary to the Committee.
Composition of Stakeholders Relationship Committee:
During the year under review, there was no change in the composition of Stakeholders Relationship Committee of the Company. The Stakeholders Relationship Committee comprises of Mr. Triloki Nath Bansal, Mr. Prem Krishan Jain, Mr. Vinod Kumar Singh and Mr. Suresh Kumar Jain. Mr. Triloki Nath Bansal is the Chairman of the Stakeholders Relationship Committee.
The Company Secretary and Compliance Officer of the Company acts as a Secretary to the Committee.
12. DIRECTORS RESPONSIBILITY STATEMENT
Directors Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013 is furnished below as required under Section 134(3) (c). Directors state that:-
a) In the preparation of the Annual Accounts for the Financial Year ended 31 st March, 2026 the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.
b) Accounting Policies as mentioned in Part B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31 st March, 2026 and of the Profit of the Company for the Financial Year ended on that date.
c) Proper and sufficient care has been taken for accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
13. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given Declarations under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. AUDITORS AND AUDITORS REPORT
a) Statutory Auditor
The second term of appointment of M/s JMT & Associates, Chartered Accountants, Mumbai having Firm Registration Number (FRN 104167W), the present Statutory Auditors of the Company shall complete on the conclusion of the ensuing Forty-First Annual General Meeting of the Company being held on 22 nd September, 2026. Accordingly, JMT & Associates shall complete the total term of Auditors of 10 (Ten) Years and hence shall cease to be the Statutory Auditors of the Company from the date of conclusion of the Forty-First Annual General Meeting.
The Board do place on record its sincere thanks and appreciation to JMT & Associates for the timely advice and expertise provided by them during their tenure as the Statutory Auditors of the Company.
As recommended by the Audit Committee, the Board of Directors of the Company in its Meeting held on 11 th August, 2026 have recommended the appointment of M/s M.A. Shah & Co., Chartered Accountants (Firm Registration No 112630W & Peer Review No.: 017685), as the Statutory Auditors of the Company to hold the office for the first term of 5 (five)consecutive years from the conclusion of the ensuing Forty-First Annual General Meeting of the Company till the conclusion of the Forty-Sixth Annual General Meeting subject to the approval by the Shareholders at the ensuing Annual General Meeting. M/s M.A. Shah & Co., have confirmed their eligibility for appointment under Section 139 read with Section 141 of the Companies Act, 2013. The firm is registered with the Institute of Chartered Accountants of India ( ICAI ). The remuneration shall be determined and fixed by the Board of Directors of the Company plus applicable Taxes, in consultation with the Auditors of the Company.
The Board Members and the Audit Committee at their Meetings held on 11/08/2026 had reviewed the performance and effectiveness of the audit process of Statutory Auditors including their independence.
The Board Members and the Audit Committee expressed their satisfaction towards the same.
The Notes to the Standalone and Consolidated Financial Statements referred in the Auditors Report for the Financial Year 2025-26 are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.
No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Boards Report.
b) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed Ghatpande & Ghatpande Associates, Practising Company Secretaries having Firm Registration No. P2019MH0772200 and Peer Review No.: 4537/2023 to conduct the Secretarial Audit of your Company for the FY 2025-2026. The Secretarial Audit Report is annexed herewith as Annexure – I. c) Internal Auditor
M/s G R A N D M A R K & Associates, Chartered Accountants, were appointed as the Internal Auditors of the Company as per the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2025-2026.
They have conducted Internal Audits periodically and submitted their reports to the Audit Committee. The said Reports have been reviewed by the Statutory Auditors and the Audit Committee. d) Cost Audit
The provisions of maintenance of cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013 are not applicable to the Company for the financial year under review and accordingly, the appointment of Cost Auditor and obtaining their Report was not applicable to the Company.
15. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENT
During the Financial Year 2025-2026, Company has not provided any Loans or Guarantees or Securities in excess of the limits prescribed under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and as approved by the shareholders of the Company.
The Details of Investments made as on 31 st March, 2026 are as follows:
| Name of Entity | Amount as at 31 st March, 2026 |
| ( in Lakhs) | |
| 1. Quoted (Equity Shares) | |
| Investment in Equity Shares (FMV) | 16.73 |
| 2. Unquoted | |
| Intellegrow Real Estate Special Situations Fund | 100.00 |
| Unquoted Shares of NSE Limited | 368.00 |
| Unquoted Shares of Growit India Private Limited | 50.00 |
| Unquoted Shares of DARS Transtrade Private Limited | 402.70 |
| Unquoted Shares of Starlight Box Theatres Private Limited | 176.71 |
| Partnership Interest in New India RE and Infra LLP | 0.64 |
| Unquoted Shares of Matrix Gas & Renewables Limited | 30.50 |
| Unquoted Shares of National Commodity & Derivatives Exchange Limited (NCDEX) | 57.63 |
| Unquoted Shares of Rocking Bombay & Beverages Private Limited (RBBPL) | 939.42 |
| Total | 2,142.32 |
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Companies Act, 2013, the contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) have been done at Arm Length Basis and are in ordinary Course of Business. Hence the disclosure related to Related Parties are mentioned in Form AOC-2 which is annexed hereto as Annexure II to this Report.
17. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT
The material changes and commitments between the date of the Balance Sheet and the Date of Report are as under: -
(i) The Company has vide Share Purchase Agreement acquired 100% equity shares of Silver Sage Trading LLC having its office in Dubai United Arab Emirates. Accordingly, Silver Sage Trading LLC has become the Wholly Owned Foreign Subsidiary of the Company after completing the acquisition process w.e.f. 3 rd April, 2026 i.e. during the current the FY 2026-2027.
(ii) During the Financial Year 2025-2026 the Company had issued and allotted 64,85,000 Convertible Warrants of 10/- each at a Premium of 112.50 per Warrant amounting to 79,44,12,500/- on Preferential basis under the authority of the special Resolution passed by the shareholders of the Company in their Extra Ordinary General Meeting held on 28 th October, 2025. In the said Special Resolution, the particulars of utilization of funds out of the proceeds of the said Convertible Warrants was mentioned and the same was also submitted to BSE Ltd., and on the basis of the submission of the Company, BSE Ltd. had given its In Principle Approval for the said Issue. Out of the said issue, 19,85,000 Convertible Warrants were converted into 19,85,000 Equity Shares of the Company during the Financial Year under review and the remaining warrants are yet to be converted into Equity Shares. During the Financial year under review, there was deviation in the utilization of these funds.
The Company proposes to alter the objects for which the funds raised/being raised through Preferential Issue will be utilized and for that purpose, the approval of the shareholders is sought by way of Special Resolution proposed in the ensuing Annual General Meeting.
Other than the aforementioned, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.
18. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:
A] Conservation of Energy and Technology Absorption:
As the Company is not engaged in any Manufacturing activity, the disclosure relating to conservation of energy and technology absorption is not applicable.
B] Foreign Exchange Earnings and Outgo
During the Financial Year under Report, there are no foreign exchange earnings and outgo.
20. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration Committee framed the policy for selection and appointment of Directors, KMP s and senior Management personnel and their remuneration.
The same has been uploaded on the website of the Company. The link for accessing the same is http:// www.fundvisercapital.in.
21. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013
During the Financial Year under Report the Company has in place Anti-sexual Harassment Policy and also complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an Internal Complaints Committee to ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment at all the administrative units and offices. During the Financial Year under Report, there was no instance of Sexual Harassment of Women at Workplace. The same is detailed in the table below:
| Number of complaints filed during FY 2025-26 | Nil |
| Number of complaints disposed off during FY 2025-26 | Nil |
| Number of complaints pending at the end of FY 2025-26 | Nil |
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.
23. BOARD EVALUATION
Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act, 2013, Rules made there under and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other statutory committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy of the Company.
24. COMPOSITION OF COMMITTEE
The Company has duly constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition are already given in Point No. 11 above under the head Composition of the Board of Directors and its Committees and details of its Meetings & General Meetings held during the year
25. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration aggregating to 102.00 Lakhs or more per year or 8.50 Lakhs or more per month when employed for a part of the year and the particulars as required under Section 197 (12) read with the Rule 5(2) and 5 (3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
Particulars of Employees and information pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure III.
26. CASH FLOW
The standalone and consolidated Cash Flow Statement for the Financial Year ended 31 st March 2026 are attached to the Financial Statement and forms part of the Annual Report.
27. CORPORATE GOVERNANCE
Considering the allotments of Convertible Warrants and Equity Shares made by the Company during the Financial Year 2025-2026, the Net Worth of the Company during the Financial Year 2025-2026 exceeded the threshold limit of 25/- Crore and as such, the Company is required to comply with the provisions of Corporate Governance stipulated under SEBI (LODR) Regulations, 2015.
Accordingly, in compliance with the provisions of Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015 a separate report on Corporate Governance along with the Certificate of the Practising Company Secretaries on its compliance has been provided separately which forms part of this Annual Report. The Corporate Governance Report along with its Annexures is attached herewith as Annexure IV.
28. CREDIT RATING
The Company has neither issued any debt instruments nor undertaken any fixeddeposit programme or any scheme or proposal involving mobilisation of funds, whether in India or abroad. Accordingly, the Company is not required to obtain Credit Rating.
29. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]
The Company at present is engaged in the Business of Investment in Securities and Properties.
The Company is committed to doing business in a responsible and sustainable manner with the highest standards of integrity. The Company is focused on achieving the ESG causes with initiatives like responsible usage of energy & water, effective plastic and paper waste management, protection of human rights and employee s rights, engagement with the stakeholders, and social welfare.
The Company in its course of Business undertakes the best Corporate practices and strongly believes in complete transparency to its stakeholders.
30. ANTI-CORRUPTION INITIATIVES
The Company has established several policies to prevent corruption within the organisation. These are suitably integrated with the business operations. The Company also has adequate disclosure practices with regard to anti-corruption activities.
31. DEMATERIALISATION OF EQUITY SHARES
The Company has obtained ISIN from both NSDL and CDSL Depositories and the same is INE365H01014. As on 31 st March, 2026 the shareholders holding 71,02,300 Equity Shares i.e. 89.90% of the Capital have already Dematerialized their shareholding. The shareholders who still hold shares in physical form are once again requested to get their shares dematerialized. Meanwhile, as per SEBI Circular No. SEBI/HO/MIRSD/ DOP1/CIR/P/2018/73 dated 20 th April, 2018 the Shareholders holding Shares in Physical Form are required to submit their copies of PAN Card and Bank Account details and contact details like Email ID, Mobile No., etc., to the Registrar & Share Transfer Agents Satellite Corporate Services Private Limited at the earliest.
Please note that no transfer of Shares is allowed in Physical Form.
32. SHARE TRANSFER SYSTEM
Pursuant to Regulation 40(1) of the SEBI (LODR) Regulations, 2015, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialised form Pursuant to the SEBI Master Circular No. HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 dated 6 February, 2026, it is mandatory for the Company to issue shares only in demat form while processing investor service requests viz., issue of duplicate securities certificate, claim from Unclaimed Suspense Account, renewal / exchange of securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation of securities certificates / folios, transmission and transposition. Further, SEBI has substituted the earlier requirement of issuance of a physical Letter of Confirmation ( LOC ) in lieu of duplicate share certificates, and the Company / the R & T Agent are now required to directly credit the shares to the demat account in lieu of the share certificate while processing any of the aforesaid investor service requests.
The Form ISR-4 for Investors Service Requests, is available on the website of the Company and can be downloaded from the website of the Company. https://www.fundvisercapital.in/uploads/docs/form-isr-4-duplicate-and-other-serices-in-demat- 6a6ae9462436c.pdf
If a shareholder fails to submit the dematerialisation request within the prescribed timelines, then the Company shall credit those shares in the Suspense Escrow Demat Account held by the Company. Shareholders can claim these shares transferred to the Suspense Escrow Demat Account on submission of the necessary documents.
Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated 2nd July, 2025, a special window was made available from 7 th July, 2025 to 6th January, 2026 for re-lodgment of transfer requests pertaining to physical shares, where transfer deeds had been lodged prior to 1st April, 2019 and such requests had been rejected, returned, or remained unprocessed due to deficiencies in documentation or other procedural requirements.
Further, the facility has been extended vide SEBI Circular No. HO/38/13/11(2)2026-MIRSDPOD/I/3750/2026 dated 30 th January, 2026 whereby a special window has been made available from 5th February, 2026 to 4 th February, 2027 for the transfer and dematerialization of physical securities relating to transactions executed prior to 1 st April 2019.
Members holding physical share certificates and intending to avail themselves of the aforesaid facility are advised to contact the Companys Registrar and Share Transfer Agent (R & T Agent) for details regarding the prescribed procedure, documentation requirements, and timelines. Members are encouraged to submit their requests well before the expiry of the applicable window to facilitate timely processing.
Members may also refer to the relevant SEBI circulars and the Companys website for further details in this regard.
• Generating awareness on the Dispute Resolution Mechanism:
Pursuant to SEBI Letter No. SEBI/HO/ OIAE/2023/03391 dated 27 th January 2023, the R & T Agent sent communications to the members on 10 th February 2023, via both Email and SMS, in accordance with SEBI s directions regarding Generating Awareness on Availability of Dispute Resolution Mechanism.
The said mechanism has also been made available on the Companys website.
As per SEBI Circular No. SEBI/HO/OIAE/OIAE_IAD1/P/ CIR/2023/131 dated 31 st July 2023, a common Online Dispute Resolution Portal (ODR Portal) has been established for investors to facilitate online conciliation and arbitration of disputes related to securities. Investors can now opt for arbitration with the Stock Exchanges, in case of any dispute against the Company or its R & T Agent regarding delays or defaults in processing investor service requests.
This is in addition to the existing SCORES system, where investors initially lodge their complaints or grievances against the Company. If an investor is not satisfied with the resolution provided by the Company, R & T Agent, or SCORES, they may initiate the Online Dispute Resolution process through the ODR Portal at https://smartodr.in/ login.
• KYC compliance:
Pursuant to SEBI Circular No. SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated 16th March 2023, all listed companies are mandated to record the PAN, nomination, and KYC details of all members, as well as the bank account details of the first holder.
We request you to submit the requisite Investor Service Request Form(s) along with the required supporting documents at the earliest. The relevant formats for Nomination and Updation of KYC details viz; Forms ISR -1, ISR-2, ISR-3, SH-13, SH-14 and SEBI circular are available on the R & T
Agent website https://www.satellitecorporate.com/Write%20up%20on%20KYC.pdf for KYC and on the website of the Company at www.fundvisercapital.in.
33. SECRETARIAL STANDARDS
During the financial year under review the Company has complied with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India, and approved by the Central Government u/s 118(10) of the Companies Act, 2013.
34. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LODR) Regulations, 2015 and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of
Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same is available on the Companys website.
35. STATEMENT REGARDING DEVIATION OR VARIATION OF FUNDS
During the Financial Year under Report and till date, there is alteration or variation of utilization of funds raised by way of issue of 19,85,000 Equity shares on Conversion of 19,85,000 Convertible Warrants out of 64,85,000 convertible warrants. The Company has submitted the necessary declaration to BSE Ltd., as required under SEBI LODR Regulations, 2015.
36. STATEMENT REGARDING INDEPENDENT DIRECTORS
The Board of Directors is of the opinion that the Independent Directors holds the highest standards of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.
37. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 [IBC]
There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC] nor there are any proceeding pending under IBC.
38. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES (ACCOUNTS) RULES, 2014
This Clause is not applicable to the Company.
39. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961
The Board of Directors of the Company do hereby confirm and declare that the Company is in compliance with the provisions of the Maternity Benefit Act, 1961.
40. OTHER DISCLOSURES
i) There is no change in the nature of business of the Company during Financial Year 2025-2026.
ii) The Managing Director and the Whole-Time Director(s) of the Company, as per the terms of appointment, do not draw any commission or remuneration from Subsidiary Companies.
iii) The Company has not accepted any public deposits under chapter V of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 during Financial Year 2025-2026. iv) The securities of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise.
v) There was no revision to the financial statements and Directors Report of the Company during the year under review.
vi) Details as prescribed under Section 134 of the Act and rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.
41. ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation of the continued support from the
Company s Shareholders, Bankers, valued Customers and Clients.
The Directors are also thankful to the officials of the Government of India, State
Authorities for their continued help and timely assistance extended to the Company.
| By Order of the Board of Directors |
| For Fundviser Capital (India) Limited |
| Prem Krishan Jain |
| Chairman & Managing Director |
| [DIN: 09304822] |
| Place: - Mumbai |
| Date: - 11th August, 2026 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.