Hybrid Financial Services Ltd Directors Report

To, The Members

Hybrid Financial Services Limited

Your Directors present the Thirty Nineth Annual Report with the Audited Statement of Accounts of the Company for the year ended 31 st March 2026.

1. FINANCIAL RESULTS

The Financial Results of the company for the year under review as compared to the previous year are summarized below for your consideration:

Particulars	Year Ended 31.03.2026	Year Ended 31.03.2025
	(Rs. in Lakhs)	(Rs.i n Lakhs)
Gross Income	680.54	718.93
Gross Profit before Depreciation, Exceptional Item and Income Tax	282.88	415.59
Depreciation	13.07	10.58
Exceptional Items	-	19.14
Provision for Tax	(0.20)	2.18
Net Profit After Tax	270.01	383.69
Other Comprehensive Income	256.37	119.48
Add: Amount brought forward from previous year	2,447.51	1,529.64
Provision for Contingencies and Market Fluctuation in Investments	29.56	50.37
Provision for Contingencies Reversed Balance carried forward	- 2,944.33	465.07 2,447.51

2. OPERATIONS

The Company has earned a brokerage income of Rs. 349.30 Lakhs as compared to Rs.388.21 Lakhs during the previous year. The income from depository segment was Rs.12.70 Lakhs as compared to Rs. 17.07 Lakhs during the previous year. The Company ended the financial year with a pretax profit of Rs. 269.81 Lakhs as compared to the pretax profit of Rs.385.87 Lakhs during the previous year.

3. OUTLOOK

The year 2025-26 has been a good year for our company. However, the geo political scenario has changed a lot since then. The Iran war and the tense situation prevailing in the Gulf has increased the volatility of market. The closure of Hormuz Strait has caused significant upheaval in the oil market. Added to the same the relentless selling by FII has increased the pressure on the stock market. The outlook for 2026-2027 is hazy.

4. LITIGATIONS

The Company s application in the SAT for charging of interest on the outstanding fees by BSE / NSE / CDSL etc. did not meet with any success.

5. DIVIDEND

The Board of Directors have approved a Dividend of 1% on Preference Shares amounting to Rs.0.70 Lakhs as per the terms of the instrument subject to confirmation of members in the ensuing Annual General Meeting. However, no dividend is recommended on Equity Shares to conserve resources.

6. REDEMTION OF PREFERENCE SHARES

The Board of Directors have approved the redemption of balance of preference shares to the extent of Rs.70 Lakhs. The preference shares have become due and payable. With this payment the preference shares shall stand fully redeemed.

7. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2026 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, can be accessed on the Company s website under Financials FY 2025-26 Tab at www.hybridfinance.co.in

8. BOARD MEETINGS

The details of the Board Meetings held during the Financial Year 2025-2026 have been furnished under clause I 2(d) of the Corporate Governance Report forming a part of this Annual Report. The details regarding the meetings held during the Financial Year 2025-2026 are given in the Corporate Governance Report forming a part of this Annual Report.

9. OTHER COMMITTEE MEETINGS

The Company has reconstituted the following Committees.

a) Audit Committee:

The Audit Committee of the Company is Constituted in line with the provisions of section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Company has reconstituted the Audit Committee with effect from 30th July 2024.

The members of the Reconstituted Audit Committee are as under as on 31st March 2026:

Name of Member	Status	Nature of Directorship
Dr. Nitin K. Tike	Chairman	Independent Director
Mr.Nilay S. Sharma	Member	Independent Director
Mr. Sameer S. Pimpale	Member	Independent Director
Mr. N. R. Divate	Member	Whole Time Director

Mr. K. Chandramouli is an Ex-officio Secretary of the Audit Committee.

b) Nomination and Remuneration Committee:

The Company has reconstituted Nomination and Remuneration Committee with effect from 21st May, 2026. Nomination and Remuneration Committee is constituted in accordance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the reconstituted Nomination and Remuneration committee are as under as on 31st March 2026:

Name of Member	Status	Nature of Directorship
Mr.Nilay S. Sharma	Chairman	Independent Director
Mr. Sameer S. Pimpale	Member	Independent Director
Dt. Nitin Tike *	Member	Independent Director
Mrs. Megha J. Vazkar **	Member	Women Director

*Inducted as member of Nomination and Remuneration Committee with effect from 21st May 2026

**Ceases to be member of Nomination and Remuneration Committee with effect from 21st May 2026

c) Stakeholders Relationship Committee:

The Company has reconstituted the Stakeholders Relationship Committee with effect from 30th July 2024. Following are the members in the reconstituted committee as on 31st March 2026:

Name of Member	Status	Nature of Directorship
Mr. Sameer S. Pimpale	Chairman	Independent Director
Mr.Nilay S. Sharma	Member	Independent Director
Dr. Nitin K. Tike	Member	Independent Director
Mr. N. R.Divate	Member	Whole Time Director
Mr. K. Chandramouli	Member	Whole Time Director

d) Risk Management Committee:

The company has reconstituted the Risk Management Committee with effect from 30th July 2024. Following are the members in the reconstituted committee as on 31st March 2026:

Name of Member	Status	Nature of Directorship
Mr. Sameer S. Pimpale	Chairman	Independent Director
Dr. Nitin K. Tike	Member	Independent Director
Mr. K. Chandramouli	Chairman	Whole Time Director
Mr. N. R. Divate	Member	Whole Time Director

10. DIRECTORATE

The Nomination and Renumeration Committee has already recommended the reappointment of Mrs. Megha Jatendra Vazkar as Whole Time Director for a period of three years commencing from 1st July, 2026. Members are hereby requested to consider and approve her appointment o n the terms as per Special resolution placed in the Annual General Meeting. Her appointment as Whole Time Director is necessitated as she was a Whole Time Director in the erstwhile transferor Company Maximus Securities Limited and also as per requirement of the Exchanges in the Merged Entity. She is a Non Executive Woman Director in Hybrid Financial Services Limited as of date.

Mrs. Megha Jatendra Vazkar is interested in the said resolution. The Board of Directors also recommend the same.

11. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standard 1 (Board Meetings) and Secretarial Standards 2 (General Meetings) to the extent as applicable to the Company.

12. BOARD EVALUATION

The Board generally evaluate the overall performance and the evaluation are as under:

(a) As growth opportunities are getting stymied by environmental threats, the management needs to be in guard to prevent any unforeseen dangers.

(b) The need to preserve the integrity and ethics are more important than any other business demands.

(c) Long pending issues need to be addressed and resolved at the earliest so that the future path can be hormonised with greater focus.

13. PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES

The details of Related Parties and the Transaction with them are disclosed as required by Ind AS - 24 issued by The Institute of Chartered Accountants of India under Note No. 2.23.10 forming part of this Annual Report.

In the opinion of Board there were no material transactions that warrant a disclosure in this report.

Accordingly, particulars of Contracts or Arrangements with related parties referred to in Section 188(1) in Form AOC-2 does not form a part of this report.

Further the members may note that the Company has not entered into Contracts/Arrangements/Transactions which are not at arm s length basis.

14. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, pursuant to the provisions of Section 186 Company has not granted any Loan or has made any Investment or given any guarantees and Security.

15. TRANSFER TO RESERVES

The Company has not made any transfer to the reserve other than transfer of surplus earned during the year.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged in manufacturing activities therefore there is no information to submit in respect of conservation of energy and absorption of technology.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgoings : Nil

17. CONTINGENCY PROVISIONS

The company has provided a Contingency Provision of Rs. 340.28 Lakhs and Provision for market Fluctuation in Investments of Rs. 270.54 Lakhs up to 31st March 2026. During the previous year the Company has reversed Contingency provision of Rs. 465.07 Lakhs which are no longer required.

18. DEPOSITORIES

Effective October 30, 2000, the Equity Shares of your Company have been mandated by Securities and Exchange Board of India for delivery only in dematerialized form for all investors.

Your Company has already entered into arrangements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for custody and dematerialization of shares in accordance with the Depositories Act, 1996.

19. E-VOTING

In terms of the requirements of Listing, the Company has engaged Bigshare i-Vote E-Voting System for E-Voting Facility for its Shareholders.

20. PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 134(3) of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules 1975.

21. WEBSITE OF THE COMPANY

The Company maintains a website www.hybridfinance.co.in where detailed information of the Company is provided.

22. WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been implemented keeping in view of the amendments in the Companies Act, 2013 and in compliance with the Listing Agreement.

23. SEXUAL HARASSEMENT

Your Company has Zero Tolerance towards Sexual Harassment and there were no complaints of any Sexual Harassment during the year under review.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size of the Company and the nature of its business. The Internal Control System of the Company is monitored and evaluated by Internal Auditor and his Audit Reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

25. DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

As required under section 134(3)(c) of the Companies Act, 2013 the Directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 the year;

iii. 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;

iv. the Directors have prepared the Annual Accounts on a going concern basis.

v. 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.

26. CORPORATE GOVERNANCE

Pursuant to the Listing Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 Management Discussion and Analysis and Corporate Governance Report are made a part of the Annual Report.

27. AUDIT REOPORTS

The Statutory Auditors have expressed their opinion or observations in the Audit Report and Management of the Company offers their response on the same:

Opinion / Observations of the Statutory Auditors	Response of the Management
We draw attention to Note 2.23.13 of the merged financial statements, which states that the Company has made provision towards gratuity on the basis of Gratuity Act instead of Ind AS 19 as prescribed by ICAI. \u201c Employee Benefit \u201d . Our opinion is not modified in respect of this matter	Disclosure required under Ind AS- 19 of The Institute of Chartered Accounts of India with regard to Employee Benefit are not given. The Company has only 9 Employees as on 31st March 2026 including Two Whole Time Directors and Chief Financial Officer (on deputation). During the year, the Company has provided Gratuity as per the Gratuity Act,1972.

28. AGM BY VIDEO CONFERENCE (VC) / OTHER AUDIO VISUAL MEANS (OVAM)

In view of the advice given by SEBI and MCA vide their notification the dispatch of printed copies of the Accounts and Annual Report is not being done. Members have to send their email id to the Registrar and update their records. Copies of Annual Accounts, Notice etc will be available in the Exchange Portals and Company s Website www.hybridfinance.co.in. Shareholders can access the same for further details.

29. CORPORATE SOCIAL RESPOSIBILITY

The said provisions are not applicable to the Company.

30. REGISTRATION UNDER MSME

During the year 2022-2023 the Company has got Udyam Registration Certificate dated 25th May,2022 from Ministry of Micro, Small and Medium Enterprises (MSME).

31. SCHEME OF ARRANGEMENT

The Company s Merger Application with The National Company Law Tribunal (NCLT) with the subsidiary and transferor company Maximus Securities Limited has been approved by NCLT as per their order dated 16th October 2025. The Company currently is in the process of getting the transfer the membership with Exchanges from subsidiary company to itself and completion of other regulatory requirements. Here after the Company will take further actions in this respect.

32. ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of the valuable support given by Companys Customers, Shareholders and Bankers.

FOR AND ON BEHALF OF THE BOARD

	K. CHANDRAMOULI
	Whole Time Director and
	Company Secretary
Place:Mumbai
Date: 21st May, 2026