Kotia Enterprises Ltd Directors Report

STAKEHOLDERS RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholders Relationship Committee is as specified in Section 178 of the Companies Act, 2013. During the financial year 2025-2026, 1 meeting of the Stakeholders Relationship Committee were held on 25.08.2025.

The composition and number of meetings attended by the members of Stakeholders Relationship Committee is as follows:

CORPORATE GOVERNANCE REPORT

The provisions relating to Corporate Governance as stipulated under Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

became applicable to the Company with effect from March 2026. In terms of the SEBI Listing Regulations, the Company is entitled to a period of six months from the date of applicability to ensure compliance with the requirements of Corporate Governance.

The Company has already initiated the necessary steps and has put in place the practices and procedures broadly in line with the Corporate Governance framework. The requisite disclosures and reports as prescribed under the SEBI Listing Regulations shall be filed within the prescribed timeline.

A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance will form part of the Annual Report, in accordance with the provisions of the SEBI Listing Regulations.

A detailed report on Corporate Governance pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as "Annexure-II".

LISTING OF SHARES

The shares of the Company are listed in BSE and MSEI. Applicable listing fees have been paid up to date. The shares of the Company have not been suspended from trading at any time during the year by the concerned stock exchange.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors would like to state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed;

b) they 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) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with reference to the financial statements. During the financial year ended March 31, 2026, such controls were tested and no reportable material weakness was identified.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the 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. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements are adequate and operating effectively. The internal financial controls are commensurate with the size, scale, and complexity of operations.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31st March, 2026 the Company neither has any Associate, Subsidiary Company nor any Joint Venture Company. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company not required to be annexed to the Annual Report to reflect the Performance and Financial Position of the Subsidiary/Associate.

DEPOSIT

During the Financial Year 2025-2026, your company has not invited or accepted any deposits from the public and as such, no amount on account of principal or interest on public was outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

HUMAN RESOURCE

The Company treats its "Human Resource" as one of its most important assets and has taken continuous efforts to set up and maintain an efficient work force.

AUDITORS

a) Statutory Auditor

M/s Ajay Rattan & Co., Chartered Accountants (FRN: 012063N) have been re-appointed as Statutory Auditors of the Company for a second consecutive term of five years from the conclusion of 46th Annual General Meeting ("AGM") of the company held on 29th September, 2026 till the conclusion of the AGM of the Company to be held in the year 2031. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules framed thereunder.

Further, the Auditors have given an unqualified opinion on the financial of the Company for the financial year ended 31st March, 2026; therefore, response of the Board of Directors is not required.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Amit H.V. & Associates, Practicing Company Secretary (C.P. No. 21725) as Secretarial -Auditors of the company for a term of five consecutive years starting for the financial year 2025-26 to financial year 2029-30 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report in the Form MR- 3 has been enclosed with this Report as "Annexure - II".

c) Internal Auditor

The Company has appointed M/s ASPA & Co., Chartered Accountant as Internal Auditors of the Company for the financial year 2025-26, to undertake the internal Audit of the Company.

EXPLANATION IN RESPONSE TO AUDITORS QUALIFICATIONS

The Statutory Auditors have not made any qualification, reservation, adverse remark or disclaimer in their Report.

FRAUDS REPORTED BY THE AUDITOR

The Statutory Auditors of the Company have not reported any instances of fraud to the Board of Directors during the financial year ended March 31, 2026.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company as required to be disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA Notification dated 31.07.2018).

ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is conscious of the importance of Safety & Health of the employees has always assumed the highest importance in your company. The management is committed to ensure zero harm to its employees and to all persons within the Company premises. Safety and occupational health responsibilities are integral to the Companys business processes, as spelt out in the Companys Safety, Health and Environment Policies and Procedure.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED AND RESIGNED DURING THE PERIOD

At the end of the financial year 2025-26, following below persons comes under the Board of Directors of the Company:

During the financial year 2025-26, the Company has appointed Mr. Anil Gupta as Whole-Time Director of the company w.e.f. 23.07.2025 and Ms. Nikita Sinha as Independent Director of Company with effect from 20.06.2025.

Nishank Kumar Rajput was appointed as the Chief Financial Officer of the company w.e.f. 13.11.2025.

During the financial year 2025-26, Ms. Achal Kapoor (Independent Director) resigned on 20.06.2025 and Mr. Manoj Kumar Bansal (Managing Director) resigned on 23.07.2025 respectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulations 34 of the Listing regulations, Management Discussion & Analysis Report as stipulated in Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. as an "Annexure-III"

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Companies Act, 2013, the Board of Directors of the have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, have been complied by your Company.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014-RULE 11 OF THE COMPANIES ACT 2013

The Company has used accounting software for maintaining its book and accounts for the financial year ended 31st March 2026 which has a feature of recording audit trail (edit log) facility and same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 is applicable from April 1 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail of per the statutory requirements for record retention is not applicable for the financial year ended 31st March 2024.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaints of workplace complaints, including complaints on sexual harassment during the year under review.

The following is a summary of complaints received and resolved during the reporting period:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 has established a Vigil Mechanism / Whistle Blower

Policy for directors and employees of the Company to report their genuine concerns or grievances. The vigil mechanism provides for adequate safeguards against victimization of directors, employees or any other person who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Company hereby affirms that no personnel have been denied access to the Chairman of the Audit Committee and that no complaints were received during the financial year.

ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

A note on familiarization program adopted by the Company for orientation and training of its Directors and Board Evaluation Process undertaken in compliance with the provisions of the Companies Act, 2013 and the same forms part of the Corporate Governance, which forms part of this Report.

The Report generated after evaluation of the Board will be considered by the Board for the purpose of optimizing their effectiveness.

A note indicating the policy of Annual Evaluation of the entire Board of Directors and the Independent Directors forms part of this Report and has been attached as "Annexure-V".

RISK MANAGEMENT

The Board of Directors has adopted a risk management policy for the Company which provides for identification of key events/risks impacting the business objectives of the Company and attempts to develop risk policies and strategies to ensure timely evaluation, reporting and monitoring of key business risks.

This framework, inter alia, provides a set of components that provide the foundations and organisational arrangements for designing, implementing, monitoring, reviewing and continually improving Risk Management throughout the organisation. It covers principles of risk management, risk governance with roles and responsibilities, business control measures, principle risks and business continuity plan. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

The Board is of the opinion that there are no elements of risk that may threaten the existence of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year: Not Applicable, as no remuneration was paid to any Director during the financial year under review.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Not Applicable as the Company has not paid any remuneration to Directors during the financial year under review. Further, there is no increase in the remuneration of CFO and Company Secretary and Compliance officer of the Company during the year.

c) The percentage increase in the median remuneration of employees in the financial year: Not Applicable

d) The number of permanent employees on the rolls of company: 5

e) Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

f) the key parameters for any variable component of remuneration availed by the directors: Nil

g) Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

Company is engaged in the business of non-banking finance company and havent availed any such loan; hence, this clause is not applicable.

ACKNOWLEDGEMENTS

Your Board is grateful for the unstinted support and trust reposed by our shareholders and places on record its deep appreciation of the Independent Directors and the Non-Executive Directors of your Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company take right decisions in achieving its business goals.

The Board expresses their gratitude to its all stakeholders i.e. members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.