Harmony Capital Services Ltd Directors Report

Dear Members,

The Directors have the pleasure in presenting the 32^nd Annual Report on the Business and Operations of your Company and the Audited Financial Statements for the year ended 31^st March, 2026.

1. Financial Highlights:

Particulars	Financial Year	Financial Year
	2025-26	2024-25
Revenue from Operations	-	-
Other Income	39.71	-
Total Revenue	39.71	-
Employee Benefit Expenses	-	-
Depreciation and amortization Expenses	-	-
Other Expenses	13.11	60.47
Total Expenses	13.11	60.47
Profit/ (loss) before tax	26.60	(60.47)
Current Tax	-	-
Deferred Tax	-	-
Profit for the year	26.60	(60.47)

2. State of Companys Affairs:

During the financial year ended March 31, 2026, the Company continued to focus on its core business in compliance with applicable laws and regulations. The Company has reported a Profit of Rs.26.60 lakhs during the year under review as compared to a loss of Rs.60.47 lakhs in the previous financial year, indicating an improvement in its overall financial performance.

The management remains committed to strengthening the Companys financial position, enhancing operational efficiency, and exploring new business opportunities in line with market conditions. The Company continues to adopt prudent financial and risk management practices to ensure sustainable growth and long-term value creation for its stakeholdeRs.

3. Dividend:

The Board of Directors of the Company has not recommended any dividend on Equity Shares for the year under review.

4. Change in the nature of Business:

There were no changes in the nature of business of the Company during the financial year.

5. Capital Structure

During the period under review, the Authorized Share Capital of the Company is Rs.50,00,00,000 (Rupees Fifty Crore only), divided into 5,00,00,000 (Five Crore) equity shares of RS.10/- each.

Further, the issued, subscribed and paid-up equity share capital of the Company stood at Rs.3,00,09,000 (Rupees Three Crore Nine Thousand only), comprising 30,00,900 (Thirty Lakh Nine Hundred) equity shares of Rs.10/- each at the beginning of the financial year.

6. Share Capital

During the Financial Year 2025-2026

a) The Company has not issued any equity shares with differential rights.

b) The Company has not issued any Sweat Equity Shares.

c) The Company has not issued any Employee Stock Options.

d) The Company had approved raising of funds through preferential issue; the details of the aforesaid fund raising are set out below.

During the year under review, the Board of Directors of the Company, at its meeting held on November 20, 2025, approved the proposal to raise funds by way of issuance of up to 91,26,000 equity shares of face value RS.10/- each, aggregating up to Rs.9,12,60,000, on a preferential basis to non-promoter investors for cash consideration, in accordance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The said proposal was subsequently approved by the shareholders through Postal Ballot on January 01, 2026.

In connection with the aforesaid preferential issue and pursuant to the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, an open offer has been made by Mr. Rajesh Ghosh

("Acquirer 1") and Dorni Vinimoy Private Limited ("Acquirer 2") for acquisition of 31,52,994 (26%) fully paid-up equity shares of the Company from the public shareholdeRs.A detailed public statement in respect of the said open offer was published on November 27, 2025.

The Securities and Exchange Board of India (SEBI) has granted its approval for the said open offer, and the process is being undertaken in accordance with the applicable regulatory framework. Bonanza Portfolio Limited had been appointed as the Manager to the Offer and is overseeing the open offer process.

The Board confirms that the Company has complied with all applicable provisions, disclosures, and regulatory requirements under the SEBI (SAST) Regulations, 2011, SEBI (ICDR) Regulations, 2018 and other applicable laws. Pursuant to the completion of the aforesaid open offer and in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, there has been a change in the control and management of the Company. Consequently, Mr. Rajesh Ghosh (Acquirer 1) has been classified as the Promoter of the Company, and Dorni Vinimoy Private Limited (Acquirer 2) has been classified as forming part of the Promoter Group of the Company.

7. Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes or commitments affecting the financial position of the Company, except for preferential allotment and open offer as disclosed under Point No. 6 of the Directors Report (Share Capital).

8. Amount transferred to Reserves

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

9. Directors and Key Managerial Personnel

The Board of Directors of the Company is duly constituted in accordance with the provisions of the Companies Act, 2013. During the year under review, there were certain changes in the composition of the Board of Directors and Key Managerial Personnel, including appointments and cessations.

As on the date of this Report, the Board comprises the following DirectoRs.The details of changes in the composition of the Board during the year are set out below.

Appointments:

1. MRs.Alpa Vora (DIN: 06814833) was appointed as an Additional Non-Executive Independent Director of the Company with effect from September 06, 2025, and her appointment was subsequently regularized/approved by the shareholders at the 31st Annual General Meeting held on September 30, 2025.

2. Ms. Kakoli (DIN: 00327859) was appointed as an Additional Non-Executive Director of the Company with effect from February 28, 2026.

3. Mr. Jubin Gada (DIN: 10820579) was appointed as an Additional Director of the Company with effect from September 06, 2025, and his appointment was subsequently regularized/approved by the shareholders at the 31st Annual General Meeting held on September 30, 2025.

4. Mr. Jignesh Barot (DIN: 08184643) was appointed as an Additional Non-Executive Independent Director of the Company, and his appointment was regularized by the shareholders through Postal Ballot on January 01, 2026.

5. Ms. Pranita Semwal was appointed as the Chief Financial Officer (CFO) of the Company with effect from September 24, 2025.

6. Mr. Rajesh Ghosh (DIN: 00327645) was appointed as an Additional Executive Director of the Company with effect from February 28, 2026.

Resignation:

1. Mr. Ashish Mehta (Membership No. A75942) resigned from the position of Company Secretary and Compliance Officer of the Company with effect from July 14, 2025.

2. Ms. Subimol Abhilash Murali (DIN: 10531014) resigned from the position of Non-Executive Independent Director of the Company with effect from July 17, 2025.

3. Mr. Jatinder Bagga (DIN: 10531062) resigned from the position of Managing Director and Chief Financial Officer of the Company with effect from September 24, 2025.

4. Mr. Chetan Balubhai Patel resigned from the position of Independent Director of the Company with effect from September 11, 2025.

The Board places on record its sincere appreciation for the valuable contributions and guidance provided by the outgoing Directors and Key Managerial Personnel during their tenure with the Company.

10.Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied with by the Company for the Financial Year 2025-26.

11.Directors Responsibility Statement:

Based on the framework of internal financial control and Compliance system established and maintained by the Company, work performed by the respective auditors and audit of internal financial control over financial reporting by the Statutory Auditor and the reviews performed by the management / Board. The Board is of the opinion that the Companys internal financial control were adequate and effective during the financial year ended 31st March 2026. Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability, 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 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; and e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

12.Secretarial Auditors & Auditors Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Sulabh Jain & Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2025 2026.

The Secretarial Audit Report for the financial year ended 31^st March, 2026 is annexed herewith as Annexure IV to this Annual Report.

13. Statutory Auditors & Auditors Report:

M/s Kapish Jain & Associates, Chartered Accountants, New Delhi (Firm Registration No. 022743N), were appointed as the Statutory Auditors of the Company at the 29^th Annual General Meeting for a term of five consecutive years, to hold office till the conclusion of the 34^th Annual General Meeting of the Company, and they continue to act as the Statutory Auditors of the Company.

The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company in terms of Section 141 of the Companies Act, 2013.

Further, the Statutory Auditors have issued their Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2026, which is annexed herewith Annexure V to this Annual Report.

Further the notes to accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

14. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors has appointed M/s Chidanand Chittanath Patil & Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025 2026. The Internal Auditor periodically reviews the adequacy and effectiveness of the internal financial controls of the Company.

15.Listing of Securities

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the stock exchange.

16.Statement regarding the opinion of the Board with regard to the integrity, expertise, experience (including proficiency) of the Independent Directors appointed during the year:

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence

17.Meetings of the Board and other Committees:

During the financial year under review, 08 (Eight) meetings of the Board of Directors were held. The gap between two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013 and the applicable Secretarial Standards.

The Board of Directors has constituted the following Committees in accordance with the provisions of the Companies Act, 2013:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

Composition of Audit Committee is as follows:

During the year under review, the Audit Committee met five (5) times. The composition of the Committee is as follows:

Name of Director	Designation	Tenure
Ms. Subimol Murali	Chairman	Up to 17 - 07-2025
Mr. Chetan Patel	Member	Up to 01 -10-2025
Mr. Sankalp Kawatra	Member	Up to 24-09-2025
Mr. Jignesh Barot	Chairman	w.e.f. 24-09-2025
Mr. Jubin Gada	Member	w.e.f. 06-09-2025
MRs.Alpa Vora	Member	w.e.f. 06-09-2025

Composition of Nomination and Remuneration Committee is as follows:

During the year under review, the Nomination and Remuneration Committee met Three (3) times. The composition of the Committee is as follows:

Name of Director	Designation	Tenure
Ms. Subimol Murali	Chairman	Up to 17 -07-2025
Mr. Chetan Patel	Member	Up to 01 -10-2025
Mr. Sankalp Kawatra	Member	Up to 24-09-2025
Mr. Jignesh Barot	Chairman	w.e.f. 24-09-2025
Mr. Jubin Gada	Member	w.e.f. 06-09-2025
MRs.Alpa Vora	Member	w.e.f. 06-09-2025

Composition of the Stakeholders Relationship Committee is as follows:

During the year under review, the Stakeholders Relationship Committee met One (1) time. The composition of the Committee is as follows:

Name of Director	Designation	Tenure
Ms. Subimol Murali	Chairman	Up to 17 -07-2025
Mr. Chetan Patel	Member	Up to 01 -10-2025
Mr. Sankalp Kawatra	Member	Up to 24-09-2025
Mr. Jignesh Barot	Member	w.e.f. 24-09-2025
Mr. Jubin Gada	Member	w.e.f. 06-09-2025
MRs.Alpa Vora	Chairman	w.e.f. 06-09-2025

18.Independent Directors

The Company has Independent Directors as per The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Independent Directors met without the presence of Non- Independent DirectoRs.These meetings are formal and enable the Independent Directors to interact and discuss matters including review of performance of the Non- Independent Directors and the Board as a whole, review the performance of the Chairman of the Company and other Directors and assessing the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Meeting of Independent Directors was held on 12^th February, 2026 and all the Independent Directors of the Company were present at the Meeting.

19.Declaration by Independent Directors:

The Company has received declaration from independent directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

20.Policy on Directors Appointment and Remuneration

In terms of Section 178 of the Companies Act, 2013 the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of DirectoRs.This policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of Directors, matter relating to the remunerations, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

21.Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees, and that of individual Directors, in accordance with the provisions of the Companies Act, 2013 and applicable regulations.

The performance of the Board was evaluated after seeking inputs from all the Directors, based on criteria such as the composition and structure of the Board, effectiveness of Board processes, quality of information, and overall functioning.

The performance of the Board Committees was evaluated by the Board after considering inputs from the Committee Members, based on criteria such as composition, effectiveness of meetings, and discharge of roles and responsibilities.

The Board and the Nomination and Remuneration Committee also evaluated the performance of individual Directors based on parameters such as their participation in meetings, preparedness, constructive contribution, and overall effectiveness.

In addition, the performance of the Chairman was evaluated based on key aspects of his role.

The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Board as a whole, and the Chairman, taking into account the views of Executive and Non-Executive DirectoRs.The outcome of such evaluation was subsequently discussed by the Board.

22.Risk Management

The Board takes responsibility for the overall process of risk management throughout the organization. Through an Enterprise Risk Management Programme, our business units and corporate functions address risks through an institutionalized approach aligned to our objectives. This is facilitated by corporate finance. The Business risk is managed through cross-functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management.

23.Public Deposits

The Company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

24.Corporate Governance

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, therefore Company is not required to comply with the said provisions.

25. Business Responsibility and Sustainability Report (BRSR)

The provisions relating to Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company as it does not fall within the top 1000 listed entities based on market capitalization.

26.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: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

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

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

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

27.Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company. Hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

28.Details relating to Material Variations:

The Company does not have any Subsidiary, Joint Venture, or Associate Company during the year under review. Accordingly, no disclosures in this regard are required to be made in this Report.

29.Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in previous yeaRs.

30.Statement in respect of adequacy of internal financial control with reference to the Financial Statements

According to Section 134(5) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

31.Particulars of Loans, Guarantees or Investments u/s 186 of the Companies Act, 2013

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

32.Contracts and Arrangements with Related Parties

There are no materially significant related party transactions entered into by the Company during the year under review. All transactions with related parties were in the ordinary course of business and on an arms length basis.

33.Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2025-26 is available on Companys website at http://harmonycapitalserviceltd.com.

34.The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. During the year ended 31st March, 2026:

Number of complaints of sexual harassment received in a year Nil

Number of complaints disposed of during the year Nil

Number of cases pending for more than 90 days Nil

35.Risk Management Policy

The Board has adopted Risk Management Policy for ensuring the orderly and efficient conduct of its business, including adherence to companys policy, safeguarding of its assets, Prevention and detection of fraud and error.

36.Management Discussion & Analysis Reports

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (2) and Part B of schedule IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is annexed to this Annual Report as Annexure-II.

37.Code of Conduct

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

38.Corporate Social Responsibility [CSR]:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company, as it does not meet the threshold limits of net worth, turnover, or net profit as prescribed under the said section during the financial year under review. Accordingly, the Company has not constituted a CSR Committee nor formulated a CSR Policy.

39.Significant and Material orders passed by Regulators:

There are no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status of the Company and its operations.

40.Website of the Company

Your Company maintains a website http://harmonycapitalserviceltd.com, where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

41.Vigil Mechanism / Whistle Blower Policy

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Act, a vigil mechanism was established 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 or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.

42.Maternity benefit:

The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company during the year under review, as there were no female employees on the rolls of the Company.

43.Statement on other Compliances

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

a. Details relating to deposits covered under Chapter V of the Act.

b. Neither the Managing Director nor any of the Directors of the Company receive any remuneration or commission from any of its subsidiaries;

c. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company;

d. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

e. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company;

f. Issue of debentures/bonds/warrants/any other convertible securities.

g. Details of any application filed for Corporate Insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

h. Instance of one-time settlement with any Bank or Financial Institution.

i. Appointment of cost Auditor is not applicable to the Company.

Acknowledgements

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.