Indian Infotech and Software Ltd Directors Report

To,

The Members of

INDIAN INFOTECH AND SOFTWARE LIMITED Mumbai

The Directors have pleasure in presenting their 44th ANNUAL REPORT on the business and operations of the st

Company for the year ended 31 March, 2026.

FINANCIAL RESULTS:

Particulars	31.03.2026	31.03.2025
Income from sales & Other Sources	6410.80	3942.80
Expenses & Depreciation	6,224.45	4609.85
Net Profit/ (Loss) before Taxation	186.34	(6,67.05)
Provision for Taxation	47.97	24.85
Deferred Taxation Assets	-	-
Profit/ (Loss) after Taxation	138.38	(691.90)

FINANCIAL PERFORMANCE & HIGHLIGHTS:

The Companys has incurred a profit of Rs. 138.38 lakhs during the current financial year ended on 31.03.2026 as compared b losof Rs. (691.90) lakhs in previous year ended on 31.03.2025.

DIVIDEND:

In order to conserve capital, the Directors of your Company do not recommend any dividend payment at the ensuing Annual General Meeting ("AGM").

TRANSFER TO RESERVES:

During the current financial year, the Company has earned a net profit of Rs. 138.38 lakhs and 20% of the profit has been transferred to statutory reserves as per NBFC Guidelines.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.

DIRECTORS:

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors and Independent Directors.

The complete list of Directors of the Company has been provided as part of the Corporate Governance Report.

As on March 31, 2026, the Board comprised 6 (six) Directors, including the Managing Director, Executive Directors, and 4 (four) Independent Directors, of which 1 (one) is a Woman Independent Director. In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 Ms. Shilpi Chourasiya (DIN: 09302632) will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

All the Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://indianinfotechandsoftwareltd.in/policv/ Policy for Appointment of Independent Director. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

The Company appoints Directors based on defined criteria including statutory compliance, integrity, leadership qualities, relevant experience, independence and ability to contribute effectively to the Board. The appointment process involves identification by the Chairman or Board Members, review by the Nomination and Remuneration Committee (NRC) and final approval by the Board, in line with the Companys policies.

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

As on 31^st March, 2026 the following directors was on the Board of the company:

Name of Director	Designation	Date of Appointment
1. Anant Chourasia	Managing Director	02/08/2024
2. Shilpi Chourasiya	Executive Director	01/07/2024
3. *Ms. Aksha Bihani	Independent Director	19/03/2019
4. Mr. Sandeep Sahu	Independent Director	03/09/2022
5. Abhishek Pokharna	Independent Director	04/09/2024
6. Ankit Pandit	Independent Director	04/09/2024
7. Khushboo Vasudev@	Independent Director	29/09/2025

Note:

* Ms. Aksha Bihani Independent Director of the Company, resigned from the post of Directorship after completion of F.Y. 2024-25 on 16^th June, 2025.

@ Mrs. Khushboo Vasudev (DIN: 08415000) appointed as Independent Director of the Company on 29^th August 2025.

Retire By Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company Executive Director Mrs. Shilpi Chourasiya, Director of the Company is liable to be retire by rotation at the ensuing Annual General Meeting and being eligible has offered for re-appointment.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company 31st March, 2026 till the date of this report.

DEPOSITS:

During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 and rules made there under.

MANAGEMENTS DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 with Bombay Stock Exchange Limited have been complied with.

A separate report on Corporate Governance along with certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In pursuant of the provisions of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to the Company.

SHARE CAPITAL:

Authorized Share Capital of the Company: -

As on 31 March 2026, the Authorised Share Capital of the Company stands at Rs. 1,77,00,00,000/- Rupees (One hundred seventy-seven crore) Equity Shares of face value of Re. 1/- (Rupee One Only) each aggregating to Rs. 1,77,00,00,000/- (Rupees One hundred seventy-seven crore Only).and the Paid-up Share Capital of the Company stands at 1,67,44,12,542 (One hundred sixty-seven crore forty-four lakh twelve thousand five hundred forty-two) Equity Shares of face value of Rs. 1/- (Rupee One Only) each aggregating to Rupees 1,67,44,12,542 (One hundred sixty-seven crore forty-four lakh twelve thousand five hundred forty-two Rupees Only)

During the Financial Year 2025-26, pursuant to the provisions of Section 62 read with Section 23(1)(c) and other applicable provisions of the Companies Act, 2013 (including rules made thereunder, as amended), and in compliance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on May 13, 2025, approved the Rights Issue of equity shares.

Subsequently, the Board of Directors issued and allotted 40,73,69,772 (Forty crore seventy-three lakh sixty-nine thousand seven hundred seventy-two) equity shares face value of Re. 01.00 each at a price of Re. 01.10 per share (including premium of Rs. Re. 0.10/- per share) on rights basis to the eligible existing equity shareholders of the Company as on the record date i.e Monday, July 28, 2025.

As at March 31, 2026, the paid-up equity share capital of the Company is 1,67,44,12,542 consisting of 1,67,44,12,542 equity shares of 01 each.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form as on March 31, 2026 is attached as Annexure II to this Report and also available on the website of the Company https://indianinfotechandsoftwareltd.in

NUMBER OF MEETINGS OF THE BOARD

The Board met 10 times during the financial year 2025-26. The details of the meeting are furnished in the Corporate Governance Report that forms part of this Annual Report.

13th May, 2025, 28th May, 2025, 23rd June 2025, 03rd July 2025, 22nd July, 2025, 06th August, 2025, 29th August, 2025, 05^th September, 2025, 13th November, 2025 And 14th February, 2026.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 And SEBI Regulation.

DIRECTORS RESPONSIBILITY STATEMENT:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed

2. The directors have taken proper and sufficient care towards 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.

3. The directors have 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.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

6. The directors have laid down internal financial controls, which are adequate and are operating effectively.

AUDITORS:

A. Statutory Auditors:

M/s ADV & Associates, Chartered Accountants, Mumbai, the existing Statutory Auditors of the Company, whose term of office expires at the conclusion of the 44th Annual General Meeting, shall retire from office at the said Annual General Meeting.

The Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of M/s SSRV & Associates, Chartered Accountants, Firm Registration No. 135901W, Mumbai, as the Statutory Auditors of the Company in place of the retiring Statutory Auditors, to hold office for a period of five consecutive years, from the conclusion of the 44th Annual General Meeting until the conclusion of the 49th Annual General Meeting to be held in the year 2031, subject to the approval of the Members at the ensuing Annual General Meeting.

M/s SSRV & Associates have furnished their consent and eligibility certificate confirming that their appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Board recommends the appointment of M/s SSRV & Associates, Chartered Accountants, as the Statutory Auditors of the Company for the approval of the Members at the ensuing Annual General Meeting.

Auditors Qualification:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. ADV and Associates, Chartered Accountants (Firm Registration No.- 128045W) Statutory Auditors of the company in their Reports dated May 28, 2025, on the Financial Statements of the Company for FY 2025-26.

B. Secretarial Audit Report:

Appointment of Secretarial Auditors in the previous AGM

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has approved the appointment of M./s Brajesh Gupta & Co., Practicing Company Secretaries, Peer Reviewed Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029- 30, at the previous Annual General Meeting of the Company.

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder, the Board of Directors appointed M./s Brajesh Gupta & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the records, registers, and documents of the Company for the Financial Year 2025-26 to Financial Year 2029-30.

There is a qualification/observation remarks made by M./s Brajesh Gupta & Co. Mr. Brajesh Gupta, Company Secretary in Practice Secretarial Auditors of the company in their Reports dated August 28, 2026 for FY 2025-26 is as follows:

The company has delayed filed following forms to ROC:-

Name of Form	Purpose
1 Form No. DIR-12	Cessation of Office of Director
2 Form No. DIR-12	Appointment of director
3 Form No. DIR-12	Change in designation of director
4 Form MGT-14	- for the approval of the Financial Statements for the Financial Year 2024-25,
	- approving the notice for convening the Annual General Meeting and the Boards Report
	- in respect of the relevant Special Resolution(s) / Resolution(s) passed by the shareholders in the Annual General Meeting held on 30th September 2025,

Managements Reply to the Observation

- The management of the Company has informed that delay submission of form above form due to technical issues on MCA website and the companys secretarial team after coordination with MCA help desk could file the said forms with delay/additional fees.

The Company submits that the delay in filing of Form MGT-14 for the financial year 2024-25 was not intentional. The Company had made multiple attempts to prepare and file the form on the MCA portal; however, due to persistent technical issues beyond the control of the Company, the filing could not be delay completed. The management has duly taken note of the pendency and has initiated steps to ensure filing at the earliest. The board also took on records that form MGT-7, MGT-15, AOC-4 and all other forms has been filed by company, and The Company has also decided to seek expert professional assistance, if required, to resolve the matter promptly. The Board assures that necessary corrective measures are being put in place to avoid any such non-compliance in the future.

C. Internal Auditor Report:

The Company has appointed Internal Auditor to M/s Heneel S. Shah & Associates Mumbai and Internal Auditor has carried out the internal audit for the FinancialYear 2025-26. The Report is based on the books of accounts and other records of the Company.

D. Cost Auditors:

The Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor and cost accounts and records are not required to maintain by the company. During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds Committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

ANNUAL RETURN

In compliance with the provisions of Section 134 and 92 of the Companies Act, 2013, the Company has placed a copy of the Annual Return as on March 31, 2026 on its website at https://indianinfotechandsoftwareltd.in/annual-report/

LISTING OF SHARES:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE), further the Company has paid necessary listing fee to BSE as per the Listing Agreement.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the companywith Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interestof the company at large.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures as required Schedule V of Annual Report (Regulations 34 (3) and 53 (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled by the Executive Management.

NOMINATION AND REMUNERATION POLICY:

The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company i.e. www.indianinfotechandsoftwareltd.in.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, during the year 2025-26, no complaints were received by the Company related to sexual harassment.

No of Complaint filed during the Financial Year 2025-26: 1,

No of Complaint disposed during the Financial Year 2025-26: 0,

No of Complaint pending as on end of the Financial Year 2025-26: 1

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.indianinfotechandsoftwareltd.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place,

in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

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 of Directors and the designated employees have confirmed compliance with the Code.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Services of internal auditors are utilized from time to time, as also in-house expertise and resources. The Company continuously upgrades these systems in line with the best available practices. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required.

ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIVES, 1998:

The Company is registered with the RBI as a loan and investment company. The Company has not complied with all applicable laws, rules, circulars and regulations, included in the Master Direction - loan and investment company (Reserve Bank) Directions, 2016 ("RBI Directions"), as amended from time to time, and it does not carry on any activity other than those permitted by the RBI for loan and investment company.

The relevant provisions, for disclosure in the Directors Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company during the period under review. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. Policy On Directors Appointment and Remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2026, the Board consists of 6 members. Out of which one is the Managing Director & two are Independent Directors on the Board of the Company.

The policy of the Company on directors appointment and remuneration, including criteria for determining Experience, qualifications, positive attributes, independence of a director and other matters provided under Sub- section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration decision to the directors is subject to approval and as per the terms laid out in the nomination and remuneration policy of the Company.

B. Declaration by Independent Directors

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 12^th January, 2026 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i) review the performance of non-independent directors and the Board as awhile;

ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

iv) review the responsibility of independent directors with regard to internal financial controls.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

At the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his / her role, function, duties and responsibilities as a director. The formal letter of appointment is available at the website of the Company i.e. www.indianinfotechandsoftwareltd.in.

C. Familiarization programmer for Independent Director

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

D. Training of Independent Directors

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Companys strategy, operations policies, service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation,2015;

(e) NBFC norms and regulation applicable on the Company.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment as a director.

E. Directors & Key Managerial Personnel

During the year there were changes/appointments in the Key Managerial Personnel:

Appointments of Independent Directors

Based on the recommendations of the Nomination and Remuneration Committee (NRC) and pursuant to the provisions of the Act, the Board, at its meeting held on 29th August 2025, appointed the following persons as Additional Directors in the category of Non-Executive Independent Directors, for a term of five consecutive years commencing from 29th August, 2025 up to and including 29th August, 2030, not liable to retire by rotation, in accordance with Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations: Mrs. Khushboo Vasudev (DIN: 08415000) The Shareholders of the Company approved the respective appointment of above named Non-Executive, Independent Directors by passing Special Resolutions in subsequent AGM on 30 September 2026.

Completion of tenure

During the FY 2025-26, Ms. Aksha Bihani (DIN: 08102933) completed her term as an Independent Director and consequently ceased to hold office with effect from the close of business hours on June 16, 2025. The Board placed on record its sincere appreciation and deep gratitude for his valuable contributions and guidance during his tenure as a member of the Board.

COMPLIANCE UNDER COMPANIES ACT, 2013:

Pursuant to Section 134 of the Companies, Act 2013 read with rules Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

a. Board Evaluation:

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the Board shall monitor and review the Board evaluation framework. As per Section 134 (p) of the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Independent Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. None of the Independent Directors are due for re-appointments.

b. Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus, furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

c. Particulars of Loans, Guarantees or Investments:

As on March 31, 2026, as the company engaged in the business of financing therefore section 186 of the Companies Act, 2013 not applicable and there were outstanding loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

d. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder:

Particulars	Disclosures
1. Conservation of Energy and Power Consumption	Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently
2 Technology Absorption and Research & Development	Your Company has not absorbed or imported any technology and no research and development work is carried out.
3. Foreign Exchange	Earnings Outgo	Exports of Goods	US $: Nil
			Rs.: Nil

e. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, a separate meeting of the Independent Directors was held on 12^th January, 2026. At the said meeting, the Independent Directors reviewed the performance of Non- Independent Directors, the Board as a whole and the Chairman, after taking into account the view of Executive Director(s) & Non- Executive Director(s). They also assessed the quality, quantity and timeliness of flow of information between the Companys management to the Board.

f. INDEPENDENT DIRECTORS DECLARATIONS:

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience. The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty Lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

• holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

• a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

SIGNIFICANT AND MATERIAL ORDERS:

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the ongoing concern status and companys operations.

COMMITTEES OF THE BOARD:

Currently, the Board has four committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stake Holders Relationship Committee,

4. Independent Directors Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report in Annexure 4.

GREEN INITIATIVES:

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively has allowed companies to send official documents through electronic mode.

Like the previous year, electronic copies of the Annual Report and Notice of the 44th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s) for communication purposes.

RIGHTS ISSUE OF EQUITY SHARES

During the financial year under review, your Company undertook a fund-raising exercise through a Rights Issue to strengthen its financial position and support business growth.

The Board of Directors, at its meeting held on 23rd June, 2025, approved the proposed Rights Issue aggregating up to ?47 Crores and approved the Draft Letter of Offer. Subsequently, the Company received In-principle Approval from BSE Limited vide its letter dated July 22, 2025.

Further, the Board of Directors / Rights Issue Committee, at its meeting held on July 22, 2025, finalized the issue terms, approving a fundraise target of up to 46,45,82,349/- through the issuance of up to 42,23,47,590 equity shares of face value of ? 1.00/- each @ an issue price of ? 1.10/- per share (including premium of ? 0.10/- per shares) Rights Equity Share.

Against the finalized issue size, the Company received valid subscriptions amounting to ?43.31 Cr/- (net of rejected/invalid applications). Your Directors are pleased to report that the Promoters of the Company fully fulfilled their commitment towards subscription to the Rights Issue.

The Rights Issue Committee, at its meeting held on September 05, 2025, took note of the actual subscription received and approved the revised allocation/utilization of the issue proceeds. Consequently, the Board/Committee, at its meeting held on September 05, 2025, approved the allotment of 40,73,69,772 equity shares face value of Re. 01.00 each at a price of Re. 01.10 per share (including premium of Rs. Re. 0.10/- per share) Equity Share to eligible shareholders and/or renouncee(s). The entire process was completed in strict compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

UTILISATION OF THE PROCEEDS FROM RIGHT ISSUE OF EQUITY SHARE.

During the year, there has been no deviation in the use of proceeds of the Right Issue of Equity Share from the objects stated in the letter of offer as per Regulation 32 of SEBI Listing Regulations. The Company has been disclosing on a quarterly basis to the Audit Committee, the usage & application of proceeds of the funds raised from Right Issue and also intimate the Stock Exchange(s) on a quarterly basis, as applicable.

The net proceeds of the Right Issue aggregating to ?43.31 Cr was utilised in accordance with the objects mentioned in the Notice dated July 22, 2025. As on March 31, 2026 the proceeds of the Right Issue was completely utilised as per the objects stated in the Notice. The statement of utilisation of Issue proceeds as on March 31, 2026 is provided below:

Original Object	Modified Object, If any	Original Allocation as per Notice dated 5th September 2025 [INR Crs.]	Modified allocation, if any	Funds Utilised till March 31, 2026
Augment the capital base of our Company and resources for meeting funding requirements for our Companys business activities including onward lending and investment activity	Not Applicable	34.50	Not Applicable	34.50
General corporate purpose	Not Applicable	10.46	8.81 (Cost was revised due to undersubscription of Rights Issue.)	8.81
Issue related expenses	Not Applicable	1.50	Not Applicable	1.50
TOTAL	NA	44.96	43.31	43.31

DETAILS OF APPLICATION MADE TO OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016) DURING THE YEAR ALON WITH THE STATUS:

The Company have not made any Application under Insolvency and Bankruptcy Code, 2016 nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 involving Company during the year under Review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF

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

Our Company have not engaged itself in the valuation during the time of taking loan from Bank or Financial Institutions and hence there are no difference.

ACKNOWLEDGEMENTS:

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Registers, bankers, financial institutions, Share Transfer Agents. The Directors also wish to thank all the employees for their contribution, support and continued co-operation