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Game Changers Texfab Ltd Directors Report

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Game Changers Texfab Ltd Share Price directors Report

Dear Members,

The Directors are pleased to present their 11th (Eleventh) Board Report on the business and operations of
the Company together with the Audited Financial Results and the Auditors Report for the Financial Year
ended 31st March, 2026.

1. STATE OF COMPANYS AFFAIRS

During the financial year ended 31st March 2026, the Company continued to demonstrate a strong
operational and financial performance. The consolidated revenue from operations increased to
^13,874.65 lakh from ^11,556.31 lakh in the previous financial year, registering a growth of
approximately 20.06%. The increase in revenue reflects the Companys continued business expansion
and improved operational performance.

We are delighted to share that the Companys financial performance during the year under review,
supported by growth in revenue and improved profitability. The management remains focused on
sustaining operational efficiency, strengthening its market position, and pursuing long-term growth
opportunities.

We sincerely thank our valued shareholders, customers and partners for their unwavering trust and
support, which remains the cornerstone of our success. Together, we look forward to achieve greater
milestones in the future.

2. SUMMARY OF FINANCIAL RESULTS

The summarized financial performance of the Company for the period ending 31st March, 2026 was
as under:

Consolidated & Standalone Financials:

Amounts in (lakhs)

PARTICULARS

Standalone Financials

Consolidated Financials

2024-25 2025-26 2024-25 2025-26

Revenue from Operations

11,556.31 13,874.65 11,556.31 13,874.65

Other Income

2.49 55.55 2.49 55.55

Total Income

11,558.79 13,930.20 11,558.79 13,930.20

Cost of materials
consumed

9,292.61 10,708.75 9292.61 10,708.75

Employee benefits
expense

98.63 90.76 98.63 90.76

Finance Costs

144.34 162.56 144.34 162.56

Depreciation and
Amortization

102.09 136.67 102.09 136.67

Other expenses

305.90 370.83 305.90 371.27

Total Expenses

9,943.57 11,469.57 9,943.57 11,470.01

Profit Before Tax

1,615.23 2,460.63 1,615.23 2,460.19

Current T ax

434.57 635.06 434.57 634.95

Deferred Tax

(25.85) 2.00 (25.85) 2.00

Total tax expense

408.71 637.06 408.71 636.94

Profit after tax for the
year

1,206.51 1,823.58 1,206.51 1,823.25

3. DIVIDEND

The Board of Directors of Company after considering holistically the relevant circumstances has
decided that it would be prudent, not to recommend any Dividend for the financial year under review.

4. CHANGE IN THE NATURE OF BUSINESS

The Company had listed its securities by way of an Initial Public offer (IPO) on Small and Medium
Enterprise (SME) Platform of Bombay Stock Exchange (BSE) on 4th Day of November, 2025.
Further, the Company is engaged in the business of Trading of Textiles and Fabrics and there has
been no change in the nature of business of the Company, during the year under review.

5. CHANGE IN THE REGISTRED OFFICE OF THE COMPANY

There was no change in the registered office of the Company during the financial year 2025-26.

6. CAPITAL STRUCTURE

During the year under consideration, the equity shares of the Company were listed on the SME
Platform of BSE Limited with effect from 04th November, 2025. Pursuant to the IPO, the Company
had allotted 53, 76,000 (Fifty three lakh Seventy Six Thousand) Equity Shares of Rs. 10/- each.
Accordingly as on 31st March, 2026, the capital structure of the Company stands as follows:

The Authorised Share Capital of the Company is Rs. 25,00,00,000/- (Twenty Five Crores Only)
divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- each.

Upon completion of IPO, the Paid-up share capital of the Company stood as 17,89,28,140/-
(Seventeen Crores Eighty-Nine Lakhs Twenty Eight Thousand One hundred Forty only) divided into
1,78,92,814 (One Crore Seventy Eight Lakhs Ninety Two Thousand Eight Hundred Fourteen) Equity
Shares of Rs. 10/- each.

7. AMOUNT TRANSFERED TO RESERVES

The Board of Directors has not proposed to transfer any amount to the General Reserve.

8. ANNUAL RETURN

The Annual Return for the Financial Year 2025-2026 pursuant to the Sub-Section (3) of Section 92 of
the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration)
Rules, 2014 and forming part of this Report is placed on the website of the Company as per
provisions of Section 134(3)(a) of the Companies Act, 2013 and is available at the following link:
www.tradeuno.com

9. BOARD OF DIRECTORS

a. Composition of Board of Directors of the Company: As on March 31, 2026 the Board
constituted of the following Directors:

S. No

Name of Director/ KMP Designation Date of
Appointment

1.

Sanieev Goel Managing Director 20/10/2016

2.

Ankur Aggarwal CFO & Director 01/08/2015

3.

Pratiksha Singh Independent Director 25/11/2025

4.

Ved Parkash goel Independent Director 16/12/2024

5.

Swapnil Madhusudan Dighe Independent Director 21/12/2024

6.

Rashmi Goel Director 08/10/2024

7.

Nikunj Gupta Company Secretary &
Compliance Officer
16/12/2024

b. Changes in the Composition of Board of Directors during the period under review:

S. No.

Name of Director Nature of Change Date of Change

1.

Vishal Agrawal - Independent
Director
Resignation 25/11/2025

2.

Pratiksha Singh - Independent
Director
Appointment 25/11/2025

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial year ended 31st March, 2026, Twenty (20) Board Meetings were held in
accordance with the provision of Companies Act, 2013 and in compliance with the Secretarial
Standards-1 on Board Meeting issued by the Institute of Company Secretaries of India in respect of
which proper notices were given. The proceedings were properly recorded, signed and maintained in
the minutes book kept by the Company for the purpose.

11. NUMBER OF COMMITTEE MEETINGS

i. Audit Committee

The Audit Committee was constituted in accordance with the provisions of the Companies Act, 2013
and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the following as Members of the Committee. The Audit
Committee comprises of the following members:

S. No. Name of Director

Designation DIN

1 Ved Prakash Goel

Chairperson 10799910

2 Swapnil Madhusudan Dighe

Member 07347898

3 Ankur Aggarwal

Member 00135117

During the year under review, the Company held 5 (Five) Audit Committee meetings.

ii. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted in accordance with the provisions of
the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration
Committee include the following:

S. No. Name of Director

Designation DIN

1 Pratiksha Singh

Chairperson 09590975

2 Ved Prakash Goel

Member 10799910

3 Rashmi Goel

Member 10784087

During the year under review, the Company held 2 (Two) Nomination and Remuneration Committee
meeting.

iii. Stakeholders_Relationship Committee

The Stakeholders Relationship Committee was constituted in accordance with the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations. The Stakeholders Relationship Committee
includes the following:

S. No

Name of Member Designation DIN

1

Pratiksha Singh Chairperson 09590975

2

Rashmi Goel Member 10784087

3

Sanieev Goel Member 02000105

During the year under review, the Company held 1 (One) Stakeholders Relationship Committee
meeting.

iv. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted in accordance with Section 135 of
the Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014. The CSR
Committee includes the following:

S. No

Name of Member Designation DIN

1

Sanieev Goel Chairman 02000105

2

Ankur Aggarwal Member 00135117

3

Ved Parkash Goel Member 10799910

During the year under review, the Company held 4 (Four) Corporate Social Responsibility
Committee meeting.

12. MEETINGS OF THE MEMBERS

The last i.e. 10th Annual General Meeting of the Company for the financial year 2024-25 was held on
30th September, 2025 at the Registered Office of the Company.

13. PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY
HELD DURING THE YEAR

There was no Extra- Ordinary General Meeting held during the year under consideration.

14. APPOINTMENT OF INDEPENDENT DIRECTOR IN THE BOARD AND DECLARATION
UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 & STATEMENT REGARDING
OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING PROFICIENCY) OF INDEPENDENT DIRECTOR
APPOINTED DURING THE FINANCIAL YEAR

Appointment of Independent Director in the Board

Ms. Pratiksha Singh had been appointed as the Additional Director in the capacity of Independent
Woman Director of the Company during the period under the report. On the recommendation of
Nomination and Remuneration Committee the Board of Directors at its meeting had approved the
aforesaid appointment considering the skills, knowledge and expertise. The Board believes that her
appointment in the Board gives immense benefits to the Company.

Declaration under Section 149(6)

The Company has received necessary declaration from each Independent Director under Section
149(7) of the Companies Act, 2013, that they meet the criteria of Independence, as laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").

Statement Regarding Opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors appointed during the year"

The Board is of the opinion that the Independent Directors appointed during the year possesses
requisite integrity, expertise, and experience (including proficiency as ascertained from the online
proficiency self-assessment test conducted by the Institute notified under Section 150 of the
Companies Act, 2013).

15. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATE AND
JOINT VENTURES

The Company is holding 80% stake in Game Changers Retails Private Limited. Except above, it does
not have any Joint Venture or Subsidiaries as on 31st March, 2026.

Following are the highlights of performance of subsidiaries, associate and joint venture companies
and their contribution to the overall performance of the Company during the period under review.

Game Changers Retails Private Limited (Subsidiary Company)

The revenue for the year under review is Nil. As the Company was incorporated during the current
year, there is no corresponding revenue for the previous year. Accordingly, no year-on-year
comparison is applicable

16. DIRECTORSS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained
the Board of Directors make the following statements in terms of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013.

a) That in the preparation of the annual accounts for the year ended 31st March, 2026 the
applicable Accounting Standards have been followed along with proper explanation relating to
material departures, if any.

b) That 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 March 31, 2026 and of
the Profit or Loss of the Company for the year ended.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act of safeguarding the assets of the
Company and for preventing and detecting fraud and irregularities have been taken.

d) That the Directors had prepared Annual Accounts on a "Going Concern" basis.

e) That proper Internal Financial Controls were in place and that the Financial Controls were
adequate and were operating effectively.

f) That the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.

17. FORMAL ANNUAL EVALUATION

As per Section 149 of the Companies Act, 2013 the Independent Directors of the Company had a
Meeting, without the attendance of Non-Independent Directors. In the Meeting, the following issues
were taken up:

a) Review of the performance of the Board as a whole;

b) Review of the performance of the Chairperson of the Company, taking into account the views
of Executive Directors and Non - Executive Directors;

c) Assessing the Quality, Quantity and timelines of flow of information between the Companys
Management and the Board, that is necessary for the Board to perform their duties effectively
and reasonably.

The Board of Directors carried out an annual evaluation of the Board itself, its committees and
individual Directors. The entire Board carried out performance evaluation of each Independent
Director excluding the Independent Director being evaluated. The Nomination Remuneration
Committee also carried out evaluation of every directors performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out
parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on
Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board
and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the
Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of
Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

18. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provisions of filing Corporate Governance Report with the Stock Exchange is
not applicable, as the Equity Shares of the Company are listed on the SME Platform of the Bombay
Stock Exchange.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on The Management Discussion and Analysis has been separately
furnished as Annexure - I in the Annual Report and forms a part of the Annual Report.

20. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies
which are available on its website www.tradeuno.com

- Whistle Blower Policy

- Archival & Preservation Policy

- Code Of Business Conduct & Ethics for Directors & Senior Management

- Policy for determination of Materiality & disclosure of Material Events

- Policy for making payment to non-Executive director

- Policy on determination of Material Related Party Transactions

- Risk Management Policy

- Code of Conduct for prevention of Insider Trading

- T erms & Conditions for Appointment of Independent Directors

- Nomination and Remuneration Policy

21. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND DISCHARGE OF
THEIR DUTIES

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation of
Nomination and Remuneration Committee had devised Nomination and Remuneration Policy relating
to appointment of Key Managerial Personnel and Directors, Directors qualifications, positive
attributes, independence of Directors and their remuneration and other related matters as provided
under Section 178(3) of the Companies Act, 2013.

The Companys Remuneration Policy is directed towards the rewarding of performance based on
review of achievements periodically. The Remuneration Policy is in consonance with the existing
Industry practice. The Companys Shareholders may refer the Companys website www.tradeuno.com
for the Remuneration Policy of the Company on the appointment and remuneration of Directors
including criteria for determining qualifications, positive attributes, independence of a Director; and
other matters provided under Sub-Section (3) of Section 178.

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company had duly constituted the Risk Management Committee under the provisions of the
Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015.

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The Company has laid down a
comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from
time to time. These procedures are reviewed to ensure that executive management controls risk

through means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such as business,
project execution, event, financial, human, environment and statutory compliance.

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the provisions relating to Corporate Social
Responsibility (CSR) are applicable to the Company during the financial year ended March 31, 2026.

Accordingly, the Board had constituted a Corporate Social Responsibility (CSR) Committee and had
approved the Corporate Social Responsibility (CSR) Policy of the Company to serve the Society. The
CSR Policy lays down the guiding principles for undertaking CSR activities in accordance with
Schedule VII of the Companies Act, 2013. During the year under review, the Company undertook
CSR initiatives in accordance with the approved CSR Policy.

The CSR policy may be accessed under the Investor section on the website of the Company at link:-
https://cdn.shopify.com/s/files/1/0573/2689/5255/files/CSR Policy.pdfRsv=1737008055

Further the CSR activities forming part of this Report is attached as Annexure - II

24. VIGIL MECHANISM

Section 177(9) of the Companies Act, 2013 provides for a mandatory requirement for all listed
companies to establish a mechanism called, "Whistle Blower Policy" for Directors and Employees to
report to the management, instances of unethical behavior, actual or suspected, fraud or violation of
the Companys code of conduct.

In compliance with the above requirements, your Company had constituted the Audit Committee for
reviewing the functioning of the whistle blower mechanism and overseeing the vigil mechanism
established by the Company, with the Chairman of the Audit Committee directly hearing grievances
of victimization of employees and directors, who used vigil mechanism to report genuine concerns in
appropriate and exceptional cases which aims to provide a channel to the Directors and employees to
report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes
of Conduct or policy. The Vigil (Whistle Blower) Mechanism aims to ensure that the Company is
committed to adhere to the highest standards of ethical, moral and legal conduct of business
operations and in order to maintain these standards, the Company encourages its employees who have
genuine concerns about suspected misconduct to come forward and express these concerns without
fear of punishment or unfair treatment.

Further, the Company hereby affirms that no Director/employee have been denied access to the
Chairman of the Audit Committee and no complaints were received during the year.

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

During the financial year, Loans given, Guarantees provided and Investments made pertaining to
section 186 of Companies Act, 2013 has been mentioned in the notes of financial statements of
Company.

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

All the Contracts / Arrangements / Transactions entered by the Company, during the year under
review, with Related Parties were in the ordinary course of business and at Arms Length Basis. The
particulars of such Contracts or Arrangements with the Related Parties, pursuant to the provisions of
Section 134(3)(h) and Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed Form
AOC-2
is enclosed as "Annexure - III" to this Report.

All the Related Party Transactions were placed before the Audit Committee and also before the Board
for their respective approval. The Company has developed a Policy on Related Party Transactions
including the latest amendments thereof for the purpose of identification and monitoring of such
transactions.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2025-2026, the Company has complied with the relevant provisions of the
applicable mandatory Secretarial Standards i.e. SS-1 and SS2, relating to "Meetings of Board of
Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of
India and approved by the Central Government under Section 118 (10) of the Act.

28. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of your Company occurred
between the ends of the Financial Year to which the Financial Statements relate up to the date of this
Report.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no any application filed or any proceeding pending under Insolvency and Bankruptcy
Code, 2016 during the year under review. Hence the same is not applicable to Company.

30. 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

The company has never made any one-time settlement against the loans obtained from Banks and
Financial Institution and hence this clause is not applicable.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Details of Conservation of Energy, Technology Absorption, foreign exchange earnings and outgo
are as follows:

a. Conservation of Energy

(i) The Steps taken or impact on conservation of energy

Considering the nature of operations of the Company, Companys operation does not consume significant amount of energy. The Company adopts all the energy conservation measures wherever possible across all its offices.

(ii) The steps taken by the company for utilising alternate source of energy

Not applicable, in view of comments in clause (i)

(iii) The capital investment on energy conservation equipment

Not applicable, in view of comments in clause (i)

b. Technology Absorption

(i) The efforts made towards Technology Absorption

-

(ii) Benefits derived like product improvement, cost reduction, product
development or import substitution;

(iii) The steps taken by the Company for utilizing alternate source of energy

-

(iv) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)-

(a) Details of Technology Import

-

(b) The year of import;

-

(c) Whether the technology been fully absorbed

-

(d) If not fully absorbed, area where absorption has not taken place, and the
reason thereof

(v) The expenditure incurred on Research and Development

-

c. Foreign Exchange Earnings and Outgo

Description

FY: 2025-26 (in Rs.)

Earnings

NIL

Outgo

179.72 Lakhs

32. DEPOSITS

The company has neither accepted nor renewed any deposits during the year under review.

33. STATUTORY AUDITORS AND THEIR REPORT

M/s PBSKG & COMPANY, Chartered Accountants (FRN: 024350N) have been appointed as the
Statutory Auditors of the Company for a term of five consecutive years. The said Auditors have
carried out the Statutory Audit for the Financial Year 2025-2026. The Auditors Report for the

Financial Year 2025-2026 does not contain any qualifications, reservations or adverse remarks. The
Auditors Report to the Members for the year under review, forms part of this Annual Report.

34. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, , as amended, the Board of Directors had appointed M/s Nitesh
Kumar & Associates as an Internal Auditor for conducting the Internal Audit of the Company for the
financial year 2025-26.

The Company has in place an adequate Internal Audit framework to monitor the efficacy of the
internal controls with the objective of providing to the Audit Committee and the Board of Directors,
an independent, objective and reasonable assurance on the adequacy and effectiveness of the
Companys processes.

35. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, the Board of Directors have appointed M/s Amresh & Associates, Company Secretaries as
the Secretarial Auditor of the Company for a term of five consecutive years commencing from the
financial year 2025-26 up to the financial year 2029-30. The Secretarial Auditor has issued the
Secretarial Audit Report in Form MR-3 for the Financial Year 2025-2026, pursuant to the provisions
of Section 204 of the Companies Act, 2013, which is annexed herewith as Annexure - IV

During the year under review, there were no qualifications, reservations or adverse remarks reported
by Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the
performance of his duties as Secretarial Auditor.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial
controls across the organization. After considering the framework of existing internal financial
controls and compliance systems; work performed by the Statutory Auditors, Secretarial Auditors;
reviews performed by the Management and relevant Board Committees including the Audit
Committee, the Board is of the opinion that the Companys internal financial controls with reference
to the financial statements were adequate and effective during the financial year 2025-26.

37. COST AUDITOR

As per provision of section 148(3) of Companies Act, 2013 and Rule 6(2) of Companies (Cost
records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost
records of the Company.

38. EXPLANATION OR COMMENTS BY THE BOARD AND EVERY QUALIFICATION,
RESEVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY AUDITOR IN HIS
REPORT AND BY COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL
AUDIT REPORT

a. Auditors Report

The Statutory Auditors Report on the financial statements of the Company for the financial year
ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or
disclaimer. Accordingly, no explanation or comments by the Board are required in this regard.

b. Secretarial Audit Report

There are no qualifications or reservation or adverse remarks made by the Secretarial Auditors in
their report for the year under review.

Hence there is no Explanation required for the same.

39. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees under Section 143(12) of the Companies
Act, 2013.

40. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as
there were no transaction on these items during the year under review.

a. Details relating to Deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company
under any scheme.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Companys operations in future.

e. There were no instance of non-exercising of voting rights in respect of shares purchased directly
by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been
furnished.

41. GREEN INITIATIVE

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Notice of the AGM along with the Annual Report 2025-26 is being sent only
through electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2025-26 will also be available on
the Companys website www.tradeuno.com.

42. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in this Report as Annexure- V which forms part of this Report.

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the financial year, the company has complied with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of complaints
received, disposed of, and pending under the Act are as follows:

- Number of complaints received during the year: NIL

- Number of complaints disposed of during the year: NIL

- Number of cases pending for more than 90 days: NIL

44. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT, 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women
employees received the required benefits, including paid leave, continued salary and service, and
post- maternity support like nursing breaks and flexible work options.

45. ACKNOWLEDGEMENTS

Our directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, Bankers, regulatory bodies, and other business constituents during the
year under review.

Our directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers, and staff, resulting in successful performance of the Company
during the year. Our directors look forward to the continued support of all stakeholders in the future.

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Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

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

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We are ISO/IEC 27001:2022 Certified.

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