Hi-Klass Trading & Investment Ltd Directors Report

FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on 31st March, 2026 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

During the year under review, performance of your Company as under: ( . in Lakhs)

PROSPECTS:

Hi-Klass Trading and Investment Ltd, the Company is Registered NBFC with the Reserve Bank of India, and has obtained listing of equity shares on BSE (“BSE Ltd”) w.e.f. 31.01.2019, since the Ahmedabad Stock Exchange and Pune Stock Exchange have become a derecognized Stock Exchanges in India.

The banking sector in India is witnessing vital fundamental reforms in which Non-Banking Financial Companies ("NBFC"/ "NBFCs") have been playing a very important role from the macroeconomic perspective. NBFCs have shown considerable growth in the last couple of years and as an impact they have created their own position in the banking sector promising a rising future in the years to come.

NBFCs have steadily expanded their share of total credit in the country. They have developed innovative and customized financial products and solutions that are delivered efficiently to fulfil customer aspirations.

The implementation of various government initiatives to improve financial inclusion will further support the growth of NBFCs. With private consumption growing at a robust pace and a visible upswing in investments, NBFCs are well positioned to maintain their growth trajectory.

FINANCIAL PERFORMANCE:

The Indian equity markets delivered negative returns in FY26, with the benchmark Nifty 50 index declining 5.1% year-on-year. The decline was primarily driven by several adverse geopolitical developments over the course of the year. The United States imposed tariffs on various countries impacting global trade. India faced one of the highest tariff rates globally. Towards the end of the year, the Middle East conflict created unprecedented supply disruptions and widespread macro-economic uncertainty. India is particularly affected due to its dependence on energy imports

from the Gulf region and sharp increase in energy prices. In addition, valuations across the Indian IT industry were affected by the rapid advancements in AI, which are widely expected to have a disruptive impact on the IT services sector.

TOTAL INCOME:

On a standalone basis, the total income for FY 2025-26 was Rs. 463.62 lakhs as against Rs. 32.89 lakhs in the previous year, mainly due to higher Fee and Commission Income.

EXPENSES:

On a standalone basis, the total expenses for FY 2025-26 at Rs. 569.14 lakhs were marginally higher as compared to Rs. 84.27 lakhs for the previous year. The increase was mainly due to increase in Net loss on fair value changes (includes F&O trading).

PROFIT AFTER TAX:

Profit after Tax for FY 2025-26 was Rs. (148.20) lakhs as compared to Rs. (42.04) lakhs during the previous year.

SHARE CAPITAL

During the Financial Year ended March 31, 2026, the Companys Authorized Equity Share Capital stood at

17,50,00,000 (Rupees Seventeen Crore Fifty Lakh Only).

The authorized capital of the Company is increased from 75000000 (Rupees Seven Crore Fifty Lakh Only) divided into 15000000 (One Crore Fifty Lakh only) Equity Shares of Rupees 5 each to 17,50,00,000/- (Rupees Seventeen Crores Fifty Lakhs Only) divided into 3,50,00,000 (Three Crore Fifty Lakhs) Equity shares of face value of Rs. 5/- (Rupees Five Only) each by addition of 2,00,00,000 (Two Crore) Equity Shares of face value of Rs. 5/- (Rupees Five Only) each vide Ordinary Resolution Passed by Members at the Annual General Meeting (AGM)of The Members of Hi-Klass Trading and Investment Limited on Saturday 27th September 2025 to facilitate the said preferential allotment.

The preferential issue and the consequential increase in the Authorized Share Capital were duly completed in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws.

DIVIDEND:

With a view to conserve resources in the current volatile environment and to maintain sufficient funds for investment and working capital requirements, your directors consider it prudent not to recommend any dividend for the year under review.

GENERAL RESERVE

Your Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2026

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

In terms of Section 186 of the Companies Act, 2013, read with the applicable rules made thereunder, the details of loans given and Investments made by the Company during the financial year are disclosed in the Notes forming part of the Financial Statements of the Company for the financial year ended March 31, 2026, which forms part of this Annual Report. The Company has not given any guarantee or provided any security during the year under review

The Company, being a Non-Banking Financial Company (NBFC), is primarily engaged in the business of financing and investment activities. Accordingly, the provisions of Section 186 of the Companies Act, 2013 relating to loans and investments, to the extent applicable to the Company, have been duly considered.

RELATED PARTY TRANSACTIONS:

The Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions. The policy was last revised and approved by the Board of Directors and is published on the Companys website at 8 August, 2024.

The Company had not entered into any transaction with related parties during the year under review which requires reporting in Form No. AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014. The Annexure B to this Report

There are no relationships between the Directors inter-se nor any relationship between the Key Managerial Personnel (KMP) inter-se.

None of the Directors/KMPs had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMPs.

RISK MANAGEMENT PROCESS:

The Company had constituted the Risk Management Committee (“RMC”) in accordance with Regulation 21 of the Listing Regulations and the Guidelines on Corporate Governance (“Guidelines”) issued by the Reserve Bank of India (“RBI”) as applicable to the Company. The terms of reference of the RMC are in accordance with the aforesaid Guidelines, the Act and the Listing Regulations.

The RMC had formulated a Risk Management Policy. This policy defines a process to ensure that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the elements in the Risk Management Process as defined in the Risk Management Policy, is identification and assessment of risks. The identified risks pertaining to the nature of business carried out by the Company comprise of Strategic Risk, Interest Rate Fluctuations Risk, Credit Risk, Risk in Investee Companies, Operational Risk, Fraud Risk, Sectoral Risk, Sustainability Risk, ESG related Risks, Capital Market Fluctuations Risk, Regulatory and Compliance Risk, Human Resource Risk, Information and Technology Risk / Cyber Security Risk, Political Risk, Liquidity Risk, etc. Risk mitigation measures are also reviewed alongside the identified risks. A report on risk evaluation and mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the RMC for review and placed before the Board of Directors for information

RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding

of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

This policy is also available on the Companys website https://www.hiklass.co.in/

NOMINATION AND REMUNERATION POLICY:

Pursuant to the Act, the Listing Regulations and NBFC Regulations, the Company has constituted a Nomination and Remuneration Committee consisting of composition as defined therein. The terms of reference of the Committee, inter alia, include dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy inter-alia covers the criteria for determining qualifications, positive attributes and independence of a director, etc.

The detailed Policy is given as Annexure A to this Report and is also published on the Companys website at https://www.hiklass.co.in/

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act read with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return is published on the Companys website at https://www.hiklass.co.in/

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL COMPOSITION

The Companys Board is duly constituted and is in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of teh Company. The Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company

MEETINGS OF THE BOARD OF DIRECTORS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

During the year, 23 meetings of the Board of directors were held during the financial year 2025-26 on following dates:

CHANGE IN BOARD COMPOSITION

*Mrs. Sonu Agarwal Non-Executive Independent Director resigned from the Board w.e.f 01.09.2025. *Mrs. Diksha Chainwala Surana Non-Executive Independent Director resigned from the Board w.e.f 09.07.2025 *Mr. Dipak Sundarka Non-Executive Non - Independent Director was appointed w.e.f 09.07.2025 *Mr. Navin Kumar Jain Non-Executive Independent Director was appointed w.e.f 01.09.2025

KEY MANAGERIAL PERSONNEL:

There is change in the composition of Key Managerial Personnel which was mentioned hereunder:

Resignation of Mr. Tanish Sharma as the Chief Executive Officer (CEO) of the Company with effect from December 09, 2025.

Resignation of Mr. Deepak Jhunjhunwala as the Chief Financial officer (CFO) of the company with effect from August 13,2026.

Appointment of Mrs. Bhawana Jha as the Chief Financial officer (CFO) of the company with effect from August 13,2026

As on March 31, 2026, pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the rules framed thereunder, the following persons were the Key Managerial Personnel of the Company as on March 31, 2026:

Further, there were no changes in the Key Managerial Personnel of the Company during the year under review.

The Company has constituted / re-constituted various Board level committees in accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are provided in this Report.

DIRECTOR SEEKING APPOINTMENT / RE-APPOINTMENT

Mr. Dipak Sundarka (DIN: 05297111), Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Further details along with necessary disclosure(s) in respect of Mr. Dipak Sundarka are being given in the Notice convening the 33rd AGM of your Company

DECLARATIONS FROM INDEPENDENT DIRECTORS:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 and other applicable provisions under Listing Regulations including any amendment(s) thereof, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as provided in the Act and the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

In the opinion of the Board of Directors, the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The Independent Directors have confirmed that they have registered and renewed, if applicable, their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, The Independent Directors are in compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended and applicable.

The Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, if any, incurred by them for attending meeting(s) of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Regulation 25(7) of the Listing Regulations, the Company familiarises its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company, etc. The note on this familiarisation programme is also published on the Companys website at www.hiklass.co.in.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was held on March 27, 2026 wherein the performance of the Non-Independent Director and the Board as a whole was reviewed. The Independent Director at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board of Directors of the Company.

ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Annual Evaluation, as required under the Act and the Listing Regulations, has been carried out by the Board of Directors comprising the performance of Board of Directors, the performance of each individual Director (including its chairman) and its committees. For this purpose, an Evaluation Questionnaire was prepared considering the criteria for evaluation in accordance with the Companys “Nomination and Remuneration Policy”, approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee, taking into account the applicable provisions of the Act and the rules made thereunder, the Listing Regulations read with the Circulars issued by SEBI in this regard, which inter-alia covered various aspects such as participation in meetings, contribution to strategic decision making, core governance and compliance, etc. The aforesaid Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the subsequent meeting of the Board of Directors.

COMMITTEES OF THE BOARD

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various committees, such as, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee The details of composition, terms of reference, etc., pertaining to these committees are mentioned in the Corporate Governance Report which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2026 and the Statement of Profit and Loss for the financial year ended March 31, 2026;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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) the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) the systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted vigil mechanism in the form of Whistle Blower Policy (‘WBP) for directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The WBP is also published in the Companys website at https://www.hiklass.co.in/

PARTICULARS OF EMPLOYEES:

Details as required under Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), are annexed to this Boards Report and marked as Annexure C Further, the Non-Executive Non-Independent Directors of the Company do not accept any sitting fees / commission.

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

The Company is an NBFC and engaged in investments and financial activities, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo is as given in the Annexure D

MATERIAL CHANGES & COMMITMENTS

There are material changes & commitments affecting the financial position of the Company during the Financial Year 2025-26 and from the end of Financial Year 31^st March 2026 till the date of this report whose detail are mentioned hereunder.

During the year, the company issued Preferential Allotment in which the authorized share capital was increased from 75000000 (Rupees Seven Crore Fifty Lakh Only) divided into 15000000 (One Crore Fifty Lakh only) Equity Shares of Rupees 5 each to 17,50,00,000/- (Rupees Seventeen Crores Fifty Lakhs Only) divided into 3,50,00,000 (Three Crore Fifty Lakhs) Equity shares of face value of Rs. 5/- (Rupees Five Only) each by addition of 2,00,00,000 (Two Crore) Equity Shares of face value of Rs. 5/- (Rupees Five Only) each vide Ordinary Resolution Passed by Members at the Annual General Meeting (AGM)of The Members of Hi-Klass Trading and Investment Limited on Saturday 27^th September 2025 to facilitate the said preferential allotment.

The preferential issue and the consequential increase in the Authorized Share Capital were duly completed in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws.

AUDITORS:

STATUTORY AUDITORS:

M/s. Biswas Dasgupta Datta and Roy, Chartered Accountants (Firm Registration No. 302105E), having their office at 10, Government Place (East), Ezra Mansion, Room No. 21, Esplanade, Kolkata 700 069, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th November, 2021 to hold office from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting to be held for the Financial Year 2025-26.

Accordingly, the term of M/s. Biswas Dasgupta Datta and Roy, Chartered Accountants, shall expire at the conclusion of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors has recommended to the Members the appointment of M/s. S. Jaykishan, Chartered Accountants (Firm Registration No. 309005E), through its Partner Mr. Ritesh Agarwal (Membership No. 062410), as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the ensuing Annual General Meeting held for the Financial Year 2025-26 until the conclusion of the Annual General Meeting to be held for the Financial Year 2030-31, subject to the approval of the Members.

The Company has received the written consent and a certificate from M/s. S. Jaykishan, Chartered Accountants, confirming that they satisfy the eligibility criteria prescribed under Sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder, and that their appointment, if approved by the Members, shall be in accordance with the applicable statutory provisions.

Based on the recommendation of the Audit Committee, the Board has also recommended that the remuneration payable to the proposed Statutory Auditors for the Financial Year 2026-27 be fixed at 1,50,000/- (Rupees One Lakh Fifty Thousand Only), excluding applicable taxes and reimbursement of out-of-pocket expenses, if any, incurred in connection with the statutory audit and other permissible services, subject to the approval of the Members.

The Statutory Auditors Report on the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the notes forming part of the financial statements, forms part of this Annual Report. The Report of the Statutory Auditors does not contain any qualification, reservation, adverse remark or disclaimer, and therefore does not call for any further explanation or comments by the Board under Section 134(3)(f) of the Companies Act, 2013.

INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Account) Rule 2014, Company is required to appoint Internal Auditors. M/s Anjali Jain & Associates, Chartered Accountants (FRN: 003247C) appointed as Internal Auditor of the Company for the financial year (2026-27).

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had appointed Mrs. Prachi Bhartia, Practicing Company Secretaries (Membership No. 53022 , C.P. No. 22964), as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2026.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, in the prescribed Form No. MR-3, forms part of this Annual Report as Annexure E.

The Secretarial Auditor has made one observation in the Secretarial Audit Report regarding a delay in submission of the outcome of the Board Meeting held on 24th July, 2025 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Boards explanation on the said observation is provided under the heading "Explanation or Comments on Auditors Report and Secretarial Audit Report" in this Report.

The Company has also obtained the Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026, from the Secretarial Auditor pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, and the same has been submitted to the Stock Exchange within the prescribed timeline.

EXPLANATION OR COMMENTS ON SECRETARIAL AUDIT REPORT:

The Board has carefully considered the observations made by the Secretarial Auditor in the Secretarial Audit Report for the Financial Year ended March 31, 2026. The observation pertains to a delay in submission of the outcome of the Board Meeting held on 24th July, 2025 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, beyond the prescribed timeline of 30 minutes from the conclusion of the meeting.

Management Response: The delay occurred due to unforeseen internet connectivity issues at the Companys office, which temporarily affected the timely uploading of the Board Meeting outcome on the BSE portal. Immediately upon restoration of connectivity, the Company submitted the required disclosure to the Stock Exchange without any further delay. BSE Limited sought an explanation from the Company, and the same was duly furnished. No monetary penalty or other enforcement action was imposed in respect of the said delay.

The Board has taken note of the observation and has further strengthened its internal compliance and disclosure mechanisms to ensure timely dissemination of material information to the Stock Exchange and to prevent the recurrence of such instances.

BOARDS COMMENT ON THE AUDITORS REPORT:

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2025-2026.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

There have no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during financial year 2025-26.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations read with Schedule V thereto, the Corporate Governance Report of your Company for the financial year ended March 31, 2026 is annexed as Annexure F and forms part of this Annual Report. Other disclosures required to be made under the Listing Regulations, the Act and the Rules made thereunder, have been included in the Corporate Governance Report and / or the Financial Statements for the financial year ended March 31, 2026 to avoid repetition in this Boards Report and certificate from the Practising Company Secretary pursuant to Regulation 34 of the Listing Regulations are annexed to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DETAILS OF PROCEEDING MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings made nor were any pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with Bank or Financial Institution.

DETAILS OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, the Company had neither borrowed any amount nor were there any pending loans from any bank, so the question of one-time settlement or valuation in this regard does not arise.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

INTERNAL FINANCIAL CONTROLS:

Details in respect of adequacy on internal financial controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS:

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and the Rules framed thereunder with respect to the Companys nature of business. There has been no change in the nature of business of your Company.

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

The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2025-26 A copy of the Policy against sexual harassment is posted on the Companys Website www.hiklass.co.in.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii)(a) of the Companies (Accounts) Rules, 2014 (as amended).

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) as was notified and required under Section 150(1) of the Act.

AUDIT COMMITTEE

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The recommendations made by the Audit Committee were accepted by your Board. Name of the Audit Committee members, number of meetings held during the year under review, terms of reference and other requisite details have been provided in the Corporate Governance Report which forms part of this Annual Report

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

As required under SEBI Listing Regulations, Company has obtained a certificate from the Practicing Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/Statutory Authorities. The Certificate is annexed as “Annexure - G”.

FORMAL ANNUAL EVALUATION:

Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of each member of the Board is done on an annual basis. One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the

evaluation criteria for the performance of all the individual Directors Board and its Committees was carried out. In accordance with the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the and its committees, Board culture, execution and performance of specific duties, obligations and governance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the and its committees, Board culture, execution and performance of specific duties, obligations and governance.

a) CRITERIA FOR EVALUATION OF THE BOARD OF DIRECTORS AS A WHOLE

i. Frequency of meetings; ii. Length of meetings; iii. Administration of meeting; iv. Number of Committees and their roles; v. Flow of information to Board members and between Board members vi. The quality and quantity of information; and vii. Disclosure of information to the stakeholders.

b) CRITERIA FOR EVALUATION OF INDIVIDUAL DIRECTORS

i. Commitment to fulfillment of Directors obligations and fiduciary responsibilities; ii. Attendance and contribution at Board/Committee meetings; iii. Ability to contribute by introducing best practices to address top management issues; iv. Monitoring management performance and development; v. Participation in long-term strategic planning vi. Ability to contribute and monitor corporate governance practices; vii. Statutory compliance & Corporate governance practices; viii. Time spent by each of the members;

ix. Core competencies; and x. Guiding Strategy.

The Directors express their satisfaction over the evaluation process and results thereof.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as “Annexure-H”.

The Company does not have any Joint Ventures, Associate or Subsidiary Companies.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has appointed Internal Auditor to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved policies of the Company.

The Board of Directors of the Company has adopted various policies like Related Party, Whistle Blower Policy, and other procedures for ensuring the orderly and efficient conduct of its business. The Company system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its asset, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of financial information, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

CHANGE IN REGISTERED OFFICE AND CORPORATE OFFICE

The Registered Office of the Company was shifted from 02, Shanti Kutir Building, Shivaji Road, Off M G Road, Kandivali West, Mumbai- 400 067 to Office No. 325, 3rd Floor, Bhaveshwar Arcade, Opp Vijay Sales, LBS Marg, Ghatkopar West, Mumbai 400086 in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder with effect from September 15 ,2026. Further, the Company has shifted its Corporate Office from 8/1/2, Dr. U.N. Bramhachari Street, 3rd Floor, Kolkata 700017, West Bengal, India to 2/7 Room No. 802, 8th Floor, Vasundhara Building, Sarat Bose Road, Kolkata 700020 in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder with effect from August 13,2026. The aforesaid changes have been duly taken on record and the necessary statutory and regulatory compliances in respect thereof have been undertaken by the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in Securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The Board is responsible for implementation of the code. All Board Directors and the designated employees have confirmed compliance with the code.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR provisions were not applicable to the Company.

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

If female employees exist the Company declares that it has duly compelled with the provisions of the Maternity Benefits Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and be flexible return-to-work options, as applicable. The Company remains committed to fostering an Inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to applicable provisions of the Companies Act, 2013 (“the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company did not have any funds lying unpaid or unclaimed. Therefore, there was no funds which were required to be transferred to Investor Education and Provident fund (IEPF).

LISTING

The shares of the company are listed at Bombay Stock Exchange Limited. Listing fees of BSE is paid for the year 2025-26.

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

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operation in future.

INDIAN ACCOUNTING STANDARDS:

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015, your Company has to comply with Indian Accounting Standards (Ind-AS) from April 01, 2017. Accordingly, the financial statements of the Company for the financial year 2025-26 have been prepared as per Ind-AS.

HUMAN RESOURCES:

The Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year. Presently your Company does not have any employee falling within the scope of prescribed Section of the Companies Act, 2013 read with companies applied rules.

Your Company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely. Provision of the Gratuity Act is applicable to the Company for the financial year ended March 31, 2026.

COMPLIANVCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) along with Secretarial Standards on Report of the Board of Directors (SS-4) issued by The Institute of Company Secretaries of India (ICSI).

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS & FINANCIAL INSTITUTION

During the year under review, there has been no one time settlement of loans taken from the Banks & Financial Institution.

DETAILS OF ONE-TIME SETTLEMENT WITH THE BANKS

The Company has not made any one-time settlement with any Banks or Financial Institutions.

DECLARATION CODE OF CONDUCT

ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.