Lohia Securities Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the 32nd Annual Report of Lohia Securities Limited along with the Audited Financial Statements for the financial year ended 31 March 2026.

Corporate Overview and General Information:

Your Company is engaged in the business of stock broking and depository participant. The Company has membership of National Stock Exchange of India Limited (NSE), BSE Ltd., Metropolitan Stock Exchange of India Ltd. (MSEI), Multi-Commodities Exchange of India Ltd., National Commodities and Derivatives Exchange of India Ltd. and Calcutta Stock Exchange Limited. It is a depository participant of National Securities Depository Limited (NSDL). Your Company is an active participant in cash market, equity derivative, currency derivative and Interest rate future and debt market through NSE; cash market, equity derivative, currency derivative and Interest rate future and debt market through BSE; and currency derivative and Interest rate future through MSEI. Your Company has also membership of commodity derivative segment of MCX, NCDEX, NSE and BSE

I. FINANCIAL PERFORMANCE

a. Standalone Financial Highlights (Rs. in lakhs)

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025	Changes	% Change
Revenue from Operations	24,894.25	40,556.21	(15,661.96)	(38.62)
Operating Profits	582.71	1,215.59	(632.88)	(52.06)
Profit After Tax	43.53	507.68	(464.15)	(91.42)
Dividend	24.92*	24.92	(14.95)	(59.99)

* Recommended by the Board of Directors for FY 2025-26 for approval of Members at the ensuing Annual General Meeting of the Company.

b. Consolidated Financial Highlights				(Rs. in lakhs)
Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025	Changes	% Change
Revenue from Operations	24,906.68	40,571.71	(15,665.03)	(38.61)
Operating Profits	588.23	1,227.11	(638.88)	(52.06)
Profit After Tax	53.55	515.94	(462.39)	(89.62)

The Audited Standalone and Consolidated Financial Statements for FY 2025-26 prepared in accordance with the applicable provisions of the Companies Act, 2013 (the Act), the Indian Accounting Standards (Ind AS) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) along with the Auditors Reports, form part of the Annual Report.

c. Overview of Companys Performance

During the year under consideration, following financial developments have taken place -

Total Income for the FY 2025-26 was Rs.24,894.25 lakhs as against Rs.40,556.21 lakhs in FY 2024-25. The decrease of total income of Rs.15,661.96 lakh over previous year was down by 38.62%.

• For FY 2025-26 EBIDTA was at Rs.582.71 lakhs compared to Rs.1,215.59 lakhs in FY 2024-25.

• The PAT for FY2025-26 stood at Rs.43.53 lakhs compared to Rs.507.68 lakhs in FY2024-25.

• Companys debt-equity ratio was 0.71 in comparison to 0.45 of last year.

• Net Worth of the Company increased to Rs.11,549.30 lakhs as on March 31,2026 as compared to Rs. 11,484.51 lakhs as on March 31,2025.

d. Subsidiary, Associate and Joint Venture Companies

During the financial year under review, your company has one 100% subsidiary and one associate company. Details of their business and operations are given below:-

Trade City Barter Private Limited is a non-banking finance company and is engaged in investment and financing activities. The Company has a net profit of Rs.11.04 lakhs compared to last years net profit of Rs.9.28 lakh. Revenue from operations were mainly from interest income on unsecured loans, dividend income and net gain on fair value changes. It had other income from interest on IT refund of Nil compared to Rs.0.02 lakh of last year

Daadi Stock Broking Private Limited is mainly engaged in the business of selling and investment in securities. It is an associate company of Lohia Securities Ltd. in which Lohia Securities Ltd. is itself holding 43.81% of the paid-up share capital. During the year under review the Company has a net loss of Rs.1.91 lakh (last year profit of Rs.11.47 lakh). Operating revenue was derived from commission received and gain on financial instrument at fair value. It had other income of Rs. 0.44 lakh dividend income from investments.

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated financial statements of the Company and all its subsidiary and associate companies have been prepared and duly audited by the auditors, and form part of the Annual Report. Statement containing salient features of the financial statements of the subsidiary and associate is given in Form AOC-1 and forms part of this report as Annexure-A

Further, pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements and relevant information relating to subsidiary/ associate companies are also available on the website of the Company at www.lohiasecurities.com/investors-relation/subsidiary-cos/

Material Subsidiary

In accordance with the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations), the unlisted subsidiary of this Company is not a material subsidiary. The Company has formulated a policy for determining material subsidiary. The policy can be accessed at the Companys website at https://customerfirst.info/lohia/Policy%20on%20Determining%20Material%20Subsidiaries.pdf

Merger Scheme between the Company and Trade City Barter Private Limited, Daadi Stock Broking Private Limited and Shiv Lalit Consultancy Private Limited

The Company had filed application under Regulation 37 with BSE Ltd. for issue of No Objection Letter for the proposed scheme of Amalgamation of Trade City Barter Private Limited, Daadi Stock Broking Private Limited and Shiv Lalit Consultancy Private Limited with Lohia Securities Limited and their respective shareholders under Section 230-232 and other applicable provisions of the Companies Act, 2023. As per SEBI Master Circular dated June 30, 2023, Unlisted entities can be merged with a listed entity only if the listed entity is listed on a Stock Exchange having nationwide trading terminals. Since CSE does not have a nationwide trading terminal, Lohia Securities Limited cannot obtain No Objection Letter from BSE Ltd. The Company is contemplating to move direct application to NCLT in due course.

e. Dividend

Your Directors, considering the performance and a cash flow, decided to recommend a Dividend of Rs.0.50 (5%) per Ordinary (Equity) Share of the face value of Rs.10 each out of the Profits for the financial year ended 31st March, 2026.

The equity dividend outgo for the financial year 2025-26 would absorb a sum of Rs. 24.915 lakh [as against Rs. 24.915 lakh comprising the dividend of Rs. 0.50 per Ordinary (Equity) Share of the face value of Rs.10 each for the previous year]. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Book Closure Date.

Dividend Distribution Policy: In pursuance of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities as per market capitalization, calculated as on 31st March of every financial year, are required to formulate a dividend distribution policy. Your Company does not qualify among top 1000 listed entities as per market capitalization and therefore has not formulated Dividend Distribution Policy which lays down principles to be considered while declaring and payment of dividend. Dividend payout is determined based on available financial resources, investment requirements and taking into account optimal shareholder return.

f. Transfer to Reserves

During the year under review, there was no transfer to General Reserve (Previous year Rs. Nil).

g. Share Capital

During the year, there is no change in the paid-up equity share capital of the Company.

h. Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at Rs.0.87 for the financial year ended 31st March, 2026 as against Rs.10.19 for the financial year ended 31st March, 2025 and Diluted EPS stood at Rs.0.87 as against Rs.10.19 in the previous year.

i. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015), the Management Discussion and Analysis Report for FY 2025-26, forms part of the Annual Report.

j. Material Changes and Commitments Affecting the Company

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Further, there has been no change in the nature of the Companys business during the year under review.

II. OPERATIONAL PERFORMANCE

a. Cash Market Segment

In the Cash market segment on NSE the total turnover of the Company was Rs.7,92,086.75 lakh during the year as compared to last years Rs.9,82,558,56 lakh, registering a decrease of 19.39%. On the BSE the turnover was Rs.36,589 lakh during the financial year as compared to Rs.34,787 lakh of previous year, registering an increase of 5.18%.

b. Equity Derivative Segment

Your Companys Equity Derivative Segment of NSE posted total turnover of Rs.87,36,105.42 lakh as against total turnover of Rs. 99,98,186.79 lakh in the previous year, registering a fall of 12.62%. On the BSE portal the total turnover of the Company was Rs.20,03,802 lakh on equity derivative segment compared to Rs.11,55,239 lakh of previous year, registering a growth of 73.45%

c. Currency Derivative Segment

In the Currency Derivative Segment on NSE your Company has achieved a turnover of Nil during the financial year as compared to Rs.38,525.38 lakh of previous year, registering a down fall of 100.00%. On the BSE platform there was no turnover during the last two years. Also, there was no turnover on the MSEI exchange during the last two years.

d. Commodity Derivative Segment

In the Commodity Derivative Segment on NSE the turnover was Rs.9,593.08 lakh during the year as compared to Nil during the year 2024-25. The turnover on BSE on Commodity Derivative Segment was Nil compared to Rs.112 lakh for the year 2024-25. The turnover on MCX was Rs.4,59,510.34 lakh during the financial year 2025-26 as compared to Rs.1,38,787.07 lakh during the financial year 2024-25; and on NCDEX there were no transaction during the year 2025-26 and 2024-25.

e. Brokerage Income

Your company has earned Rs.519.03 lakhs from brokerage during the year in comparison to Rs.578.10 lakh of last year. Thus, there was decrease of 10.22% in brokerage during the year.

f. Depository Services

There was decrease in the receipts from depository services of Rs.8.20 lakh as compared to last year. The Company could receive a depository income of Rs.19.47 lakh during the financial year as compared to Rs.27.67 lakh of the financial year 2024-25.

III. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31 March 2026, the Board of Directors comprised of 10 Directors, out of which 5 are Non-Executive Independent Directors (including 1 Woman Director) and 5 are Executive Directors.

a. Appointment of Director

The Board of Directors at their Meetings held on 26th March, 2025 based on the recommendations of the Nomination and Remuneration Committee (NRC), approved the following appointments to the Board, with effect from May 14, 2025, subject to the approval of the Members of the Company:

Appointment of Ms. Shreya Gangawat (DIN:08712127) and Mr. Binit Kumar Singh (DIN:11023924) as the Additional Non-Executive Independent Directors of the Company for a term of 5 (five) consecutive years w.e.f. May 14, 2025 upto May 13, 2030 (both days inclusive).

The aforesaid appointments were subsequently approved by the Members at the 31st AGM of the Company held on 9th August 2025.

b. Directors retiring by rotation

In accordance with the provision of Section 152 of the Companies Act, 2013, Rules framed thereunder and Article 92 of the Articles of Association of your Company, Shri Mahesh Kumar Bajaj (DIN: 00080157), Whole-time Director (Institutional Trade) of the Company is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment in terms of Section 102 of the Companies Act, 2013,

Brief Profile and other information of Shri Mahesh Kumar Bajaj as required under Regulation 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in the Notice of the 32nd AGM of the Company. The above proposals for re-appointment forms part of the Notice of the 32nd AGM and the relevant Resolution is recommended for approval of the Members of the Company.

c. Changes in directors and key managerial personnel

Members of the Company at the Extra-ordinary General Meeting held on 1st June, 2026, approved

(i) reappointment of Shri Hari Kishan Lohia (DIN:00081055) as Whole-time Director (Retail Trade) of the Company for a period of one years with effect from 15-04-2026

(ii) reappointment of Shri Mahesh Kumar Bajaj (DIN: 00080157) as Whole-time Director (Institutional Trade) for a period of three year with effect from 15-04-2026

(iii) reappointment of Shri Rajesh Kumar Bajaj (DIN:00080664) as Whole-time Director for a period of three years with effect from 15-04-2026

(iv) reappointment of Shri Ankit Lohia (DIN:00552987) as Whole-time Director of the Company for a period of three years with effect from 29th August, 2026.

e. Directors Responsibility Statement Your Directors state that:

i) in the preparation of the annual accounts for the year ended March 31,2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profit of the Company for the year ended on that date;

iii) the Directors have 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;

iv) the Directors have prepared the annual accounts on a going concern basis;

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

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to the Act, your Company has undertaken CSR activities in the areas of promoting education, health care including preventive health care, village development including water & sanitation and eradication of malnutrition.

The Annual Report on CSR activities comprising of brief outline of the CSR Policy, composition of the CSR Committee and highlights of the projects is given as Annexure B to this Report.

V. EMPLOYEES

a. Remuneration of Directors, KMPs and Employees

A statement containing the details of the Remuneration of Directors, KMPs and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given as Annexure-C to this Report.

As per Section 136 of the Act, the report and the financial statements are being sent to the Members and others entitled thereto, after excluding the disclosure on remuneration of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure-E .

b. Employee Stock Option Scheme

No shares have been issued under any Employee Stock Option Scheme during the FY 2025-26.

c. Prevention of Sexual Harassment at Workplace

Your Company has adopted an Anti-Sexual Harassment Policy and constituted an Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received during the financial year 2025-26.

VI. GOVERNANCE

a. Corporate Governance Report

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, 2015, a Corporate Governance Report for FY 2025-26 and Certificate from the Statutory Auditors confirming compliance with the conditions of corporate governance prescribed under the SEBI Listing Regulations, 2015 is forming part of the Annual Report.

b. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, the Business Responsibility and Sustainability Report (BRSR) for FY 2025-26 has not been prepared as your Company is not amongst the top one thousand listed entities based on market capitalization

c. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of draft annual return, in Form MGT-7, is placed on the website of the Company and can be accessed at http://www.lohiasecurities.com/annret.asp

The Company shall upload the final copy of the Annual Return once the same is filed with the Registrar of Companies within 60 days from the date of AGM scheduled to be held on Saturday, 29 August 2026.

d. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, 2015, your Company has adopted a Whistle Blower Policy to provide vigil mechanism for directors and employees, the details of which are provided in the Corporate Governance Report.

e. Board Evaluation

The annual performance evaluation of the Board, its Committees and Individual Directors (including Chairman), was carried out in compliance with the requirements of Section 178 of the Act, Regulation 17, 19 & 25 of the SEBI Listing Regulations, 2015 and in accordance with the Governance Guidelines adopted by the Board. The criteria and the manner of performance evaluation is given in Clause No. III (b) of the Corporate Governance Report.

f. Remuneration Policy

The annual performance evaluation of the Board, its Committees and Individual Directors (including Chairman), was carried out in compliance with the requirements of Section 178 of the Act, Regulation 17, 19 & 25 of the SEBI Listing Regulations, 2015 and in accordance with the Governance Guidelines adopted by the Board. The criteria and the manner of performance evaluation is given in Clause No. III (b) of the Corporate Governance Report.

The salient features of the policy are given in Clause (III) (b) of the Corporate Governance Report.

The policy is also available on the website of the Company at https://customerfirst.info/lohia/Nomination_and_ Remuneration_Policy.pdf

g. Risk Management

Your Company has adopted a Risk Assessment and Management Policy. The Risk Management Committee of the Board reviews key risks affecting the Company and mitigation measures thereof. In the opinion of the Board, there are no elements of risks which may threaten the existence of the Company. The details of Risk Management Committee are given in Clause (III) (e) of the Corporate Governance Report.

h. Declaration by Independent Directors

All the Independent Directors have submitted Declaration of Independence confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Further, the Companys Independent Directors have affirmed that they have followed the Code for Independent Directors as outlined in Schedule IV to the Act.

i. Board and its Committees

Board met 8 (eight) times during the year. The details of the Composition of the Board, its Committees and their Meetings are given in point (2) to (6) of the Corporate Governance Report.

During the year, the Board has accepted all the recommendations made by its Committees.

j. Related Party Transactions

Your Company has adopted a policy on Materiality of the Related Party Transactions and on dealing with the Related Party Transactions which is available on the website of the Company.

Materiality of Related Party Transactions and on Dealing with Related Party Transaction Policy.

During the year, your Company did not enter into any contracts/ arrangements/ transactions with the related parties requiring approval under Section 188(1) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. All the related party transactions were in the ordinary course of business and at arms length basis and there were no material related party transactions entered during the year. Therefore, disclosure in Form AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. In accordance with Ind AS-24, the related party transactions are disclosed under Note No. 51 of the Standalone Financial Statements.

k. Public Deposits

Your Company has neither accepted nor has any outstanding deposits from the public within the meaning of Section 73 of the Act read with Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014.

l. Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees covered under Section 186 of the Act and Schedule V of the SEBI Listing Regulations 2015. The Company has not given any loan and guarantee to anybody. Particulars of Investments are provided in Note No. 5 and 9 of the Standalone Financial Statements.

m. Disclosure on Significant and Material Orders

There were no significant and material orders passed by the Regulators, Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

n. Compliance with Secretarial Standards

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

VII. AUDITORS

a. Statutory Auditors

Pursuant to Section 139 of the Act read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 28th AGM held on 24 September 2022, appointed M/s. Patni & Co, Chartered Accountants (Firm Registration No. 320304E), as the Statutory Auditors of the Company for a first term of 5 (five) consecutive years i.e., to hold the office from the conclusion of 28th AGM till the conclusion of 33rd AGM of the Company to be held in the year 2027 (i.e., from FY 2022-23 to FY 2026-27).

The Statutory Auditors have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.

The Statutory Auditors have issued their Reports with an unmodified opinion and their Reports do not contain any qualification, reservation, adverse remark or disclaimer on the Financial Statements of the Company for FY 2025-26. Further, there are no observations, comments or remarks on the financial transactions that have an adverse effect on the functioning of the Company. During the year under review, M/s. Patni & Co, the Statutory Auditors have not identified any instances of frauds in the course of performance of their duties. Based on the information provided by the Management, the Statutory Auditors have, after carrying out the necessary audit procedures, filed a report under Section 143(12) of the Act in form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government

The Auditors have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI.

b. Internal Auditors:

Company has in place an adequate internal audit framework to monitor the efficacy of internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, on independent and reasonable assurance on the adequacy and effectiveness of the organisations risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

M/s. V. Goyal & Associates, Internal Auditors of the Company have carried out Internal Audit for FY 2025-26. The reports and findings of the Internal Auditors are periodically reviewed by the Audit Committee.

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed M/s. V.Goyal & Associates as Internal Auditors of the Company for FY 2026-27.

c. Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, 2015, the Members of the Company at their 31st AGM held on 9 August 2025, appointed M/s. K. Arun & Co., a Peer Reviewed Firm of Practicing Company Secretaries (Firm Unique Code: P1995WP0460) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years i.e. to hold the office from the conclusion of 31st AGM till the conclusion of 35th AGM of the Company to be held in the year 2030 (i.e. from FY 2025-26 to FY 2029-30).

The Secretarial Auditors have confirmed that they are not disqualified from continuing as the Secretarial Auditors of the Company.

The Secretarial Auditors have conducted the Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer for FY 2025-26. Further, there are no observations, comments or remarks which have any material adverse effect on the functioning of the Company. The Secretarial Audit Report is given as Annexure D to this Report.

During the year under review, M/s. K. Arun & Co., the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

d. Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31st March, 2026 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2025-26.

e. Cost Audit

The maintenance of cost records and conducting of cost audit in accordance with the provisions of section 148(1) of the Companies Act, 2013 are not applicable as the Company is not involved in the business of production or manufacturing of goods or providing of services as is mentioned under Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

f. Response on Auditors Qualification, Reservation or Adverse Remark or Disclaimer Made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in their Secretarial Audit for FY 2025-26.

g. Reporting of Frauds by Auditors

During the year, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees which has to be reported in the Annual Report.

VIII. INTERNAL FINANCIAL CONTROLS

Your Company has laid down adequate Internal Financial Controls and ensured that they remained effective during the year. The Report of M/s. Patni & Co, the Statutory Auditors of the Company on the adequacy of the Internal Financial Controls with reference to the Financial Statements of the Company for the year ended 31 March 2026 forms part of the Annual Report.

The details of adequacy of Internal Financial Controls concerning the Financial Statements are given in point F of the Management Discussion and Analysis Report which forms part of the Annual Report.

IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

A. Conservation of energy

i) The steps taken or impact on conservation of energy - The operations of the Company are not energy intensive. However, adequate measures have been taken for conservation of energy wherever possible.

ii) The steps taken by the Company for utilizing alternate sources of energy - Though the operations of the Company are not energy intensive, the Company explores alternative sources of energy, as and when the necessity arises.

iii) The capital investment on energy conservation equipment - Nil

B. Technology absorption

i) The efforts made towards technology absorption - The Company extensively uses the information technology in its operations and has absorbed the technology required in this regard.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: The Company has leveraged the technology to optimise cost reduction and product development.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) the details of technology imported: Not Applicable

(b) the year of import: Not Applicable

(c) whether the technology has been fully absorbed: Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv) the expenditure incurred on Research and Development - Not Applicable.

C. Foreign Exchange Earning and Outgo

Your Company has not earned any foreign exchange during the year under review (Previous year - Nil). The Company has not incurred any expenses in foreign currency (last year- Nil) during the financial year.

Acknowledgement

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Multi Commodity Exchange of India Limited, National Commodity & Derivatives Exchange Limited, Central Depository Services (India) Limited, National Securities Depository Limited, NSE Clearing Limited, Indian Clearing Corporation Limited, various KRA Agencies, Registrar to an Issue and Share Transfer Agent, Insurance Regulatory and Development Authority. Ministry of Finance, Ministry of Corporate Affairs, Regional Directors, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Companys Bankers for the ongoi ng support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Companys shareholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees/ dealers of the Company across all levels, resulting in successful performance during the year under review.

On behalf of the Board of Directors

	Mahesh Kumar Bajaj	Sudheer Kumar Jain
Place: Kolkata	Whole-time Director (Institutional Trade)	Whole-time Director
Date: 17th July, 2026	DIN: 00080157	DIN: 00075103