Kartik Investments Trust Ltd Directors Report

Your Directors have pleasure in presenting the forty-eighth annual report together with the audited accounts of the Company for the year ended 31 March, 2026.

(Rs. in lakhs)

FINANCIAL RESULTS	2025-26	2024-25
Total Income	606.37	5.93
Expenses	9.85	8.51
Profit /(Loss) before taxation	596.52	(2.58)
Profit / (Loss) after taxation	509.93	(2.58)
Other Comprehensive Income/ (Loss) for the year, net of tax	(87.97)	(24.73)
Total Comprehensive Income for the year, net of tax	421.95	(27.31)

DIVIDEND

In view of the need to utilise the profits for future requirements, the Company has not recommended any dividend for the year ended 31 March 2026.

OPERATIONS

During the year under review, the gross income of the Company was at Rs. 606.37 lakhs as against Rs. 5.93 lakhs during the previous year. The Company made a profit of Rs. 509.93 lakhs as against a loss of Rs. 2.58 lakhs during the previous year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the existing nature of business of the Company.

RESERVES

No amounts were transferred to the reserves during the financial year ended 31 March, 2026.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary or associate or joint venture.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during FY 2025-26.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders passed by the regulators, courts, or tribunals which would impact the going concern status of the Company and its future operations.

DIRECTORS

Mr. Jeeva Balakrishnan (DIN: 11027218) was appointed as an Additional Director (Non-Executive and Non-Independent Director) by the Board on 14 May,2025. Further, he was appointed as Non-Executive and Non-Independent Director by the shareholders at the 47^th Annual General Meeting held on 5 August, 2025. Mr. Jeeva Balakrishnan who retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and is recommended to the shareholders for approval.

Mr. R Chandrasekar (DIN: 02687447), Director resigned from the Board with effect from close of business hours of 14 May, 2025.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors (IDs), Mr. P Nagarajan and Ms. S Aparna have submitted the declaration of independence, as required pursuant to section 149(7) of the Act, confirming that they meet the criteria of independence as provided in section 149(6) of the Act. In the opinion of the board, the IDs fulfil the conditions specified in the Act and the rules made there under for appointment as IDs including the integrity, expertise, proficiency and experience and further confirm that they are independent of the management. Both the IDs of the Company have registered their names with the databank of IDs and had completed the online proficiency self-assessment test within the timeline notified by the Ministry of Corporate Affairs (MCA).

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following are the whole time key managerial personnel of the Company as at 31 March, 2026:

1. Ms. M Gayathri, Manager and Chief Financial Officer

2. Ms. Lakshmi R, Company Secretary

During the year, Ms. Krithika Vijay Karthik tendered her resignation as Company Secretary of the Company with effect from the close of business hours of 10 July, 2025. Subsequently Ms. Lakshmi R was appointed as the Company Secretary with effect from 5 August, 2025.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement as required under sections 134(3)(c) of the Act, reporting the compliance with accounting standards, is attached as annexure (Annexure A) and forms part of Boards report.

AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 (“the Act”) and the rules framed there under read with Companies (Audit and Auditors) Rules, 2014, M/s. N Raghavan & Associates (formerly M/s. R Sundararajan & Associates), Chartered Accountants are the statutory auditors of the Company. They were appointed as statutory auditors of the Company at the 45^th annual general meeting (AGM) held on 4^th August 2023 for a period of five years commencing from the conclusion of 45^th annual general meeting till the conclusion of 50^th annual general meeting. The Statutory Audit Report is attached to the financial statements and forms part of this report and does not contain any qualifications, reservations, adverse remarks or disclaimer.

FRAUDS REPORTED BY AUDITOR

There were no instances of frauds reported by the auditor under Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of the Act and the rules framed there under, M/s. Sridharan & Sridharan Associates, Practising Company Secretaries had undertaken a secretarial audit of the Company for FY 2025-26. The secretarial audit report is attached and forms part of this report (Annexure B) and does not contain any qualifications, reservations, adverse remarks or any disclaimer.

INFORMATION AS PER SECTION 134(3)(m) OF THE ACT

The Company has no activity involving consumption of energy or technology absorption. During the year, the Company does not have any foreign exchange earnings and no foreign currency remittance was made.

BOARD MEETINGS

During the year ended 31 March, 2026, the Board met five times on 14 May, 2025, 5 August, 2025, 22 September, 2025, 3 November, 2025 and 5 February, 2026.

AUDIT COMMITTEE

The Audit Committee comprised of Mr. P Nagarajan, Chairman, Mr. Jeeva Balakrishnan and Ms. S Aparna as its Members. During the year ended 31 March, 2026, the Committee met five times on 14 May, 2025, 5 August, 2025, 22 September, 2025, 3 November, 2025 and 5 February, 2026. The Board had accepted all the recommendations made by the Audit Committee during the FY 2025-26.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprised of Mr. Jeeva Balakrishnan, Chairman, Mr. P Nagarajan and Ms. S Aparna as its Members. During the year ended 31 March, 2026, the Committee met twice on 14 May, 2025 and 5 August, 2025.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a whistle blower mechanism which inter-alia covers an avenue to raise concerns. The mechanism provides for adequate safeguards against victimisation of directors / employees / customers who avail of the mechanism and also for appointment of an ombudsperson who will deal with the complaints received. During the year, no personnel have been denied access to the Audit Committee. There were no referrals received under the whistle blower policy During the year ended 31 March, 2026.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no significant or material changes or commitments affecting the financial position of the Company that occurred between the end of financial year and the date of this report.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of Internal Complaints Committee (ICC) under the POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. During the year ended 31 March, 2026, there were no referrals received by ICC. Further no referrals were pending for more than ninety days.

ANNUAL RETURN

In accordance with sections 134(3)(a) and 92(3) of the Act, the annual return in Form MGT-7 is available on the website - https://www.kartikinvestments.com/annual-reports.html

COST RECORDS AND COST AUDIT

The maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act are not applicable to the business activities carried out by the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company did not meet the threshold prescribed under section 135 of the Companies Act, 2023 and hence provisions of Corporate Social Responsibility are not applicable.

DISCLOSURE OF REMUNERATION

The Company does not have any employees and hence, the disclosure with respect to remuneration as required under section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

PARTICULARS OF EMPLOYEES

During the year, there were no employees covered by the provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company does not have any employees and hence, provisions relating to the Maternity Benefits Act, 1961 is not applicable.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Proper internal financial controls have been laid down to be followed by the Company with reference to the financial statements and such internal financial controls are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loans and guarantees under section 186 of the Act. The Companys investments include Rs. 305.31 lakhs in equity shares and Rs. 572 lakhs as fixed deposits with banks.

RELATED PARTY TRANSACTIONS

The Company has in place a policy on related party transactions as approved by the Board and the same is available on the website of the Company - https://www.kartikinvestments.com/company-policies.html.

All contracts, arrangements and transactions with related parties that were entered into during the financial year were in the ordinary course of business and were on an arms length basis. There were no materially significant transactions with Promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. There were no contracts or arrangements entered into with related parties during the year that are required to be disclosed under sections 188(1) and 134(h) of the Act is disclosed in Form AOC-2.

FORMAL ANNUAL EVALUATION

In compliance with the Section 134(3)(p) of the Companies Act, 2013 and the rules made there under, the annual performance evaluation of the Board, individual directors and the Committees were carried out during the year under review. The Independent Directors met once during the year without the presence of non-executive director and management team and reviewed the performance of the Board and its Committees.

RISK MANAGEMENT POLICY

The Company has a risk management policy in place, which is periodically reviewed by the Audit Committee.

REMUNERATION POLICY, CRITERIA FOR BOARD NOMINATION & SENIOR MANAGEMENT APPOINTMENT

The Board of directors has framed a remuneration policy relating to the remuneration of the directors, key managerial personnel and other employees. The Company has further formulated the criteria for board nomination and senior management appointment including determining qualifications, positive attributes and independence of a director. The Companys policy on directors appointment and remuneration is available in - https://www.kartikinvestments.com/company-policies.html.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overview

Kartik Investments Trust Limited is a Public Company incorporated on 25 January, 1978 at Chennai and holds investments of various companies.

The shares of the Company are listed on BSE Limited. The Company has only one class of shares equity shares of par value Rs.10/- each. The authorised share capital of the Company is Rs.1 crore and the subscribed and paid up share capital of the Company is Rs.24.40 lakhs divided into 2,44,000 shares of Rs.10/- each.

The key financial ratios of the Company are provided in Note 22 to the Financial Statements forming part of this Annual Report.

Considering the Companys operations, the details forming part of Management Discussion and Analysis Report under Part B of Schedule V are not applicable.

Financial Review RESULT OF OPERATIONS Balance sheet

A summarised version of the Companys balance sheet size is given below:

Rs. in lakhs

Particulars	March 2026	March 2025
Assets
Non-Current Assets	305.31	441.59
Current Assets	582.25	53.27
TOTAL	887.56	494.86
Liabilities
Equity	841.81	419.86
Non-Current Liabilities	42.24	71.60
Current Liabilities	3.51	3.40
TOTAL	887.56	494.86

CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the listed entity having a paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year.

As at 31 March, 2026, the paid-up equity share capital was Rs. 24.40 lakhs and the net worth was Rs. 841.81 lakhs. Hence, accordingly, the corporate governance disclosures as required under Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Accordingly, the Company is not required to furnish the Corporate Governance Report in the Annual Report.

OTHER DISCLOSURES

The Company has not filed any application under the Insolvency and Bankruptcy Code, 2016 during the year under review and there are no pending proceedings against the Company under the Code as at the end of the financial year.

During the year, the Company had not entered into any one-time settlement with banks or financial institutions. There are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and associate companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with all the provisions of secretarial standards issued by the Institute of Company Secretaries of India in respect of meetings of the board of directors and general meetings held during the year.

UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Regulation 34(3) of the Listing Regulations, the Company does not have any shares in the demat suspense account or unclaimed suspense account as on March 31, 2026.

ACKNOWLEDGEMENT

The directors wish to thank the bankers and other stakeholders for their continued support during the year under review.

	On behalf of the Board
Place: Chennai	NAGARAJAN
Date: May 5, 2026	Chairman