Inani Securities Ltd Directors Report

To the Members,

Your Directors have pleasure to present their 32 nd Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year under review along with previous years figures is given hereunder:

Particulars	Year ended March 31, 2026 (Amount in Lakhs)	Year ended March 31, 2025 (Amount in Lakhs)
Revenue from Operations	108.23	145.67
Other Income	75.39	144.77
Total Income	183.62	290.44
Total Expenses before finance cost, depreciation and tax	127.32	154.92
Finance Costs	20.26	24.62
Depreciation & Amortization Expense	25.57	29.74
Profits before exceptional and extraordinary items and tax	10.47	81.16
Exceptional Items/Prior Period Items	0.32	4.95
Profit Before Tax	10.15	76.21
Less: Tax Expenses	2.58	19.10
Net Profit After Tax	7.57	57.10

2. PERFORMANCE

During the year under review, your Company has earned a Net Profit of Rs. 7,57,072 when compared to Net Profit of Rs. 57,10,369 in the previous year.

3. DIVIDEND

In view of the Companys growth plans, future business requirements and the objective of strengthening its financial position, the Board of Directors has considered it prudent not to recommend any dividend for the financial year 2025-26. Accordingly, no dividend has been recommended for the financial year under review. The profits of the Company are proposed to be retained and utilized for meeting its business requirements and supporting its future growth and expansion plans.

4. RESERVES & SURPLUS:

The Company proposes to transfer a net-profit of Rs. 7,57,072 to retained earnings for the Financial Year 2025-26. With this, the total Reserves & Surplus (including Capital Reserve, Central Subsidy, Investment Allowance Reserve, Revaluation surplus & Retained Earnings) as on March 31, 2026 is Rs. 14,95,07,936 as against the Paid-up Capital of Rs. 4,71,66,056.

5. DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, there were no changes in the composition of the Board of Directors of the Company during the period under review.

Mr. Vishnukant Inani was appointed as a Member of the Audit Committee at the meeting of the Board of Directors held on November 14, 2025. The aforesaid appointment was made in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

6. INDEPENDENT DIRECTORS

The Company has received the necessary declarations from the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013. The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise and experience and are independent of the management of the Company.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors met Five (05) times during the Financial Year 2025-26.

The names of the Directors on the Board, their attendance at Board Meetings held during the year is given below.

Name of the Directors	Dates of Meetinj			g
	06/04/2025	29/05/2025	13/08/2025	14/11/2025	13/02/2026
Lakshmikanth Inani	Yes	Yes	Yes	Yes	Yes
Vishnukant Inani	Yes	Yes	Yes	Yes	Yes
Prachi Sachin Chandak	Yes	Yes	Yes	Yes	Yes
Kasturi Nagendra Prasad	Yes	Yes	Yes	Yes	Yes

8. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility statement: —

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 and loss 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, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively - Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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.

9. STATUTORY AUDITORS

M/s G. D. Upadhyay & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors for a period of 5 years at the Annual General Meeting held on 27/09/2022 and holds office till the conclusion of 33rd Annual general meeting to be held in the year 2027.

Further the Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this annual report.

10. SECRETARIAL AUDITOR:

M/s. Loya & Shariff, Company Secretaries in Practice, were appointed to conduct the Secretarial Audit of the Company for the Financial Year 2025-2026 pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder. The Secretarial Audit Report is annexed to this Report as Annexure-I.

Further, the Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

11. INTERNAL AUDITORS

M/s. Vinay Surana & Co., Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the Audit committee from time to time.

12. COST AUDIT:

The provisions relating to maintenance of cost records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company, as the activities undertaken by the Company do not fall within the specified classes of goods or services prescribed under the said Rules. Accordingly, the Company is not required to maintain cost records under the applicable provisions.

13. ANNUAL RETURN:

The copy of the Annual Return as on 31 st March, 2026 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the company and the same can be accessed at .

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

15. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED:

The details of investments made by the company pursuant to section 186 of the Companies Act, 2013 are disclosed in the financial statements as required under the provisions of the Companies Act, 2013. Further the Company has not given any Loan, guarantee or provided securities during the year under review.

16. RELATED PARTY TRANSACTIONS:

The company has not entered into any related party transactions during the period under review.

17. DEPOSITS:

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

18. LISTING ARRANGEMENTS:

Companys shares are presently listed on The Bombay Stock Exchange Limited & other details are listed below:

Stock Exchange Name	The BSE Limited
Scrip Code	531672
Scrip Name	INANISEC
ISIN	INE224C01014

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

As required by the provisions of Companies Act, 2013, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given under:

A. Conservation of Energy:

Adequate measures have been taken to reduce energy consumption, wherever possible. There were no additional investments made for the conservation of energy during the period under review.

B. Research and Development (R&D):

a) Specific areas in which R&D has been carried out by the company: NIL

b) Benefits derived as a result of the above R&D: NIL

c) Future plans of action: NIL

d) Expenditure on R&D: NIL

C. Technology Absorption, Adaptation and Innovation:

a) Technology Imported: NIL

b) Year of Import: NIL

c) Has the technology been fully absorbed: NIL

d) Technical collaborator: NIL

D. Foreign Exchange Earnings and Outgo: NIL

20. PARTICULARS OF EMPLOYEES:

There is no employee who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakhs rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh and Fifty thousand rupees per month or if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company and thus consequently no information is required to be provided in this regard in accordance with the provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has effective internal financial controls that ensure an orderly and efficient conduct of its business, including adherence to 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.

There are adequate controls relating to strategic, operational, environmental and quality related aspects too.

While these controls have been effective through-out the year, these are reviewed on a periodic basis for any changes/ modifications to align to business needs.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. TRANSFER OF UNCLAIMED DIVIDEND FUND:

As the Company has not declared any Dividend, there is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013 for the financial year ended 31st March 2026.

24. MATERIAL CHANGES AND COMMITMENT IF ANY:

There are no material changes and commitments affecting financial position of the company during the year under review.

25. RISK MANAGEMENT POLICY:

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Board of Directors of the company reviews the same periodically. The companys risk management approach comprises governance of risk, identification of risk, and assessment of control of risk. The risk has been prioritized through a companywide exercise. Members of Senior Management have undertaken the ownership and working on mitigating the same through co-ordination among the various departments, insurance coverage security policy and personal accident coverage for lives of all employees. At present the company has not identified any element of risk which may threaten the existence of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

27. CORPORATE GOVERNANCE REPORT:

The Company falls under the exempted categories of the Companies as specified under Regulation 15(2)(a) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. Therefore, the provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations are not applicable to the Company.

28. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and according to SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually, Board as whole as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

Policy:

1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Companys operations.

2. In evaluating the suitability of individual Board member, the Nomination and Remuneration Committee may consider factors, such as:

• General understanding of the companys business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties & responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall endeavor to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors and Senior management personnel;

• shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the companies Act, 2013

3. CRITERIA OF INDEPENDENCE

3.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2 The Independent Director shall abide by the code for Independent Directors as specified in Schedule IV to the Companies Act, 2013.

4. OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS

4.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination and Remuneration Committee shall consider the nature of and the time involved in a directory service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.2 None of the Director of the Company is holding Directorship in other company in excess of the limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further the membership and chairmanship held by the Directors in different committees of the Board across all the companies is within the limits prescribed therein.

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

The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

1.	Number of Sexual Harassment complaints received during the	NIL
	year
2.	Number of Cases disposed of during the year	NIL
3.	Number of cases pending for more than 90 days	NIL

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee (ICC) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2026, no complaints pertaining to sexual harassment have been received.

30. MATERNITY BENEFIT:

The Company complies with the provisions of the Maternity Benefit Act, 1961 as amended, including the grant of extended maternity leave and work from home facility wherever applicable. However, no employee has availed the benefit of the same during the year under review.

31. A. AUDIT COMMITTEE:

(Constituted in Terms of Section 177 Of the Companies Act, 2013 & Vigil Mechanism)

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The functions of the committee include:

• Overseeing the companys financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

• Recommendation of appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services;

• Review of adequacy of internal audit function, including the reporting structure, coverage and frequency of internal audit;

• Review of the companys financial and risk management policies;

• Review of the financial reporting system and internal control systems;

• Approve quarterly, half yearly and annual financial results including major accounting entries involving exercise of judgment by the management;

• Representation by the Statutory Auditors to the management in regard to any internal control weaknesses observed by them during the course of their audit and the action taken by the management thereon;

• Discussions with Statutory and Internal Auditors on matters related to their area of audit;

• Management Discussion & Analysis of the companys operations;

• Review of significant related party transactions;

• Review of implementation of the Fraud Risk Management Policy and the Fraud Risk Assessment Reports;

• Recommendation for appointment of Statutory Auditors and their remuneration The Committee members met four times during the financial year 2025-26

The composition of the Audit Committee and the details of meetings attended by its members are given below:

The Audit Committee met Four times during the year on 29/05/2025, 13/08/2025, 14/11/2025 and 13/02/2026.

Name	Designation	No. of Meetings held	No. of Meetings entitled to attend	No. of Meetings Attended
Prachi Sachin Chandak	Chairman	4	4
Kasturi Nagendra Prasad	Member	4	4	4
Vishnukant Inani	Member	4	1	1

B. VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013 read with Rules made thereunder is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against

victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

32. NOMINATION AND REMUNERATION COMMITTEE:

(Constituted in terms of section 178 of the companies act, 2013)

The Nomination and Remuneration committee is governed by a Charter duly approved by the Board of Directors of the company and in compliance with Section 178 of Companies Act, 2013.

The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.

The Directors as well as those rendering clerical, administrative and professional services are suitably remunerated according to the industry norms.

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long-term objectives of the Company.

COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

The Nomination and Remuneration Committee met on 13-02-2026 during the year under review.

Name	Designation	No. of Meetings held	No. of Meetings entitled to attend	No. of Meetings attended
Kasturi Nagendra Prasad	Chairman	1	1	1
rachi Sachin Chandak	Member	1	1	1
Vishnukant Inani	Member	1	1	1

33. STAKEHOLDERS RELATIONSHIP COMMITTEE:

(Constituted in terms of section 178 of the Companies Act, 2013)

The Company has constituted a Stakeholders Relationship Committee in compliance with Section 178 of the Companies Act, 2013 to deal with various matters relating to:

• Redressal of grievances and complaints of shareholders, investors and other security holders, if any, including matters relating to transfer, transmission, transposition, dematerialisation and other investor service requests relating to securities of the Company;

• Monitoring and reviewing requests relating to transmission, transposition, issue of duplicate securities and other investor service requests and ensuring that the securities are credited directly to the eligible investors demat account in accordance with the applicable SEBI regulations and circulars;

• Monitoring the expeditious resolution of investor grievances relating to non-receipt of Annual Reports, declared dividends, notices, securities and other corporate benefits;

• Reviewing the status of various corporate actions undertaken by the Company, including bonus issue, rights issue, subdivision, consolidation, dividend and other corporate actions, and monitoring the resolution of any grievances or complaints received from shareholders and investors in relation thereto;

• Reviewing adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent;

• Reviewing the measures and initiatives undertaken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividends, Annual Reports, statutory notices and other communications by shareholders; and

• Considering and addressing such other matters relating to shareholders, investors and other security holders as may be prescribed under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable SEBI circulars or as may be delegated or referred to the Committee by the Board from time to time.

A. Composition:

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

The Stakeholders Relationship Committee met on 13/02/2026 during the year under review.

Name	Designation	No. of Meetings held	No. of Meetings entitled to attend	No. of Meetings attended
Kasturi Nagendra Prasad	Chairman	1	1	1
Prachi Sachin Chandak	Member	1	1	1

34. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2025-26:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising nonreceipt of securities sent for transfer and transmission	NIL
Complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange/ SCORE and so on	NIL
Number of complaints resolved	NA
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2026	NA
Complaints pending as on March 31, 2026	NIL
Number of Share transfers pending for approval, as on March 31, 2026	NIL

35. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

A) Industry Structure and Developments:

The Company is engaged in providing guidance and support in the securities market through suitable trading solutions and value-added tools and services, aimed at enhancing the overall trading experience of its clients.

B) Opportunities and threats:

Opportunities:

• The increasing participation of retail and institutional investors in the Indian capital markets presents opportunities for the Company to expand its client base and strengthen its market presence.

• Growing adoption of online trading, digital platforms and technology-enabled investment solutions provides scope for the Company to improve service delivery and offer enhanced value-added services to clients.

Threats:

• The stock broking industry is highly competitive, with competition from established brokers and technology-driven discount brokers, which may impact margins and client retention.

• Market volatility, evolving regulatory requirements, cybersecurity threats and dependence on technology and market infrastructure may pose operational and business risks to the Company.

C) Outlook:

The Company is focused on achieving sustainable growth by expanding its client base, strengthening its presence in the securities market and enhancing its range of trading solutions and value-added services. The Company intends to leverage opportunities arising from increasing market participation and technological developments while maintaining strong regulatory compliance and effective risk management.

D) Segment wise or product wise reporting:

The Company is primarily engaged in the business of providing securities and stock broking services. Accordingly, there are no separate reportable business segments or product-wise segments requiring separate reporting.

E) Risk and Concerns:

The Companys business is subject to risks arising from market volatility, regulatory and compliance requirements, intense competition, operational and technological risks, cybersecurity threats and changes in the securities market environment. The Company continuously monitors these risks and takes appropriate measures to mitigate their potential impact on its operations and business performance.

F) Internal Control system and their adequacy:

The Company has in place an adequate internal control system commensurate with the size and nature of its business as a stock broking and securities market services provider. The internal control framework is designed to ensure accuracy and reliability of financial and operational records, safeguarding of assets, compliance with applicable regulatory requirements and effective management of operational and financial risks.

G) Discussion on Financial Performance with respect to Operational Performance:

During the year under review, the Company continued to carry on its business of stock broking and securities market-related services. The financial performance of the Company was in line with its operational activities and prevailing market conditions. The Company remains focused on improving operational efficiency, strengthening its client base and expanding its business operations for sustainable growth.

H) Material developments in Human Resources/Industrial Relations front, including number of people involved:

The Company maintains cordial relations with its employees and continues to focus on employee engagement, training and skill development. During the year under review, there were no material developments in Human Resources or Industrial Relations.

I) Details of significant changes in following key financial ratios as compared to the immediately previous financial year:

S.No	Particulars	2025-26	2024-25	% Change	Remarks for variation
1.	Current ratio	2.3	1.9	19.4	Increase due to improvement in current assets.
2	Debt- Equity Ratio	0.05	0.07	(19.0)	Decrease due to reduction in debt.
3.	Debt Service Coverage ratio	2.6	4.5	(41.8)	Decrease due to lower earnings available for debt servicing.
4.	Return on Equity Ratio	0.38	2.91	(86.8)	Decrease due to lower profitability during the year
5.	Inventory turnover ratio				Not applicable as the Company does not maintain inventory.
8.	Net Capital Turnover Ratio	0.14	0.18	(26.8)	Decrease due to lower revenue in relation to net
					working capital.
9.	Net Profit ratio	0.07	39.20	(82.2)	Decrease due to lower net profit during the year.
10.	Return on Capital Employed	1.47	4.82	(69.6)	Decrease due to lower profitability during the year.
11.	Return on Investment	0.38	2.91	(86.8)	Decrease due to lower profitability during the year.

Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference conditions in the domestic and international markets in which the Company operates, changes In the Government regulations, tax laws and other statues and incidental factor.

36.COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company has Nomination and Remuneration Committee consisting of Mr. Kasturi Nagendra Prasad as Chairperson, Ms. Prachi Sachin Chandak and Mr. Vishnukanth Inani as members. The remuneration and sitting fees paid to the Board members are based on the recommendation of Nomination and Remuneration Committee.

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) Committee shall review and approve the remuneration payable to the members of the Board which shall-be within the overall limit approved by the shareholders.

1.2 The Board on the recommendation of the Nomination and Remuneration Committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

1.3 The remuneration structure to the Directors and key managerial personnel may include Basic pay and Perquisites and Allowances

2. Remuneration to Non - Executive Directors

2.1 Presently the Companys policy on remuneration does not provide for remuneration to nonexecutive Directors except for payment of sitting fees for attending the meetings of the Board.

2.2. Further the Executive Directors are not paid any sitting fees for attending meetings of the Board.

3. Remuneration to other employees

3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

Remuneration to Directors:

During the year under review, no remuneration was paid to the Directors of the Company.

Sitting Fees:

During the financial year under review, the Company has paid sitting fees aggregating to Rs. 10,500/- (Rupees Ten Thousand Five Hundred only) to the Directors for attending the meetings of the Board of Directors and its Committees, in accordance with the applicable provisions of the Companies Act, 2013.

37. SECRETARIAL STANDARDS

The company is in compliance with all the Secretarial Standards as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

38. INDEPENDENT DIRECTORS MEETING:

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent Directors) was held on 14/11/2025 to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole;

2. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors of the Company were present at the meeting. As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc.

The meeting has also reviewed and evaluated the performance of non-independent directors. The Company has 2 non-independent directors namely:

i. ) Mr. Lakshmikanth Inani

ii. ) Mr. Vishnukant Inani

The meeting recognized the significant contribution made by Mr. Lakshmikanth Inani and Mr. Vishnukant Inani in directing the Company towards the success path. The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

• Attendance at the Board/Committee meetings.

• Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

• Monitoring the effectiveness of the companys governance practices

• Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

• Ensuring the integrity of the companys accounting and financial reporting systems, including the independent audit and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

38. SHARE CAPITAL

A. RIGHTS ISSUE OF SHARES

No shares were issued on rights basis during the year under review.

B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS

No Preferential allotment of shares on private placement basis was made during the year under review.

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with differential voting rights during the financial year under review.

39. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES:

Under Section 197 (12) of the Companies Act, 2013, and Rule 5 (1)(2) & (3) of the companies (Appointment & Remuneration) Rules, 2014, no remuneration is being paid to Mr. Vishnukant Inani, director of the company and also no remuneration is being paid to Mr. Lakshmikanth Inani, Managing Director of the Company.

40. OTHER DISCLOSURES:

Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

• Ratio of remuneration of each Director to the median remuneration of employees: Not Applicable, as no remuneration was paid to any of the Directors of the Company during the financial year.

• Percentage increase in remuneration of Directors: Not Applicable, as no remuneration was paid to the Directors during the financial year.

• Percentage increase in median remuneration of employees: Not Applicable, as no remuneration was paid to the Directors and, accordingly, the ratio of Directors remuneration to median remuneration is not applicable.

• Further as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names of the top ten employees in terms of remuneration drawn is as under:

Name	Designati on	Remunerat ion (Per Month)	Nature of Employm ent	Qualificat ion and Experienc e	Date of Commence ment of Employment	Ag e	Last Employm ent	% of equi ty shar es held
Srigopal Rathi	Head of Payin /Payout	52,200	Shares Delivery Payin /Payout	B.COM	02-11-1993	52	NIL	5 Shar es
Mahesh Kumar Dave	Finance	29,268	Banking	B.COM	15-10-1992	55	NIL	NIL
Mahesh Kumar N	Front Desk	47,800	Punching Client orders	B.COM	27-07-2016	45	Karvy	NIL
S.V.V. Subramany am	DP-Head	34,840	DP Operation s	B.COM	21-04-2002	63	NIL	NIL
M Hepsibah Thomas	Accounts Head	28,500	All Accounts	BA	23-11-2007	52	NIL	5
B. Krishna chaitanya	DP - Assistant	28,500	Deputy DP Operation s	B.COM	01-04-2014	40	NIL	NIL
Lalith Doba	Front Desk	40,728	Punching Clients	B.COM	16-03-2020	41	NIL	NIL
			Orders
Sandesh G. Nadkar	Office boy	21,400	Office assistant	Ssc	16-02-2017	35	Choksey & co	Nil
Karan Bharat Bhai Shah	Punching orders	39,000	Punching of clients orders	B.com	01-04-2022	41	Infoline	Nil
Paresh Ashok Parte	RMS	48,000	Rms-risk managem ent system	B.com	22-05-2008	45	Motilal	Nil

Disclosures with regard top companys policies:

WHISTLE BLOWER POLICY:

The Board of Directors of Company has adopted the Whistle Blower Policy. Employees can report to the Managements concerned unethical behavior, act or suspected fraud or violation of the Companys Code of conduct Policy no employee has been denied access to the Audit Committee.

CODE OF CONDUCT:

In pursuance of the Securities and Exchange Board of India (prohibition of Insider Trading) Regulation 2011, the Board has approved the Code of conduct for prevention of Insider Trading and authorized the Audit Committee to implement and monitor the various requirements as set out in code.

41.DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby discloses the details of unpaid/unclaimed dividend and the respective share thereof as follows:

Aggregate No. of Shareholders and the outstanding shares in the suspense account at the beginning of the year	NA
No. of shareholders who approached the Company for transfer of shares from suspense account during the year	NA
No. of shareholders to whom shares were transferred from suspense account during the year	N A
Aggregate No. of Shareholders and the outstanding shares in the	NA
suspense account at the end of the year

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.