Multiplus Holdings Ltd Directors Report

Dear Shareholders,

Your Directors here by present the 44 th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2026.

1. Financial Highlights:

(Amt in Lakhs.)

Particulars	FY 2025- 26	FY 2024- 25
Revenue from Operations	0.23	0.05
Other Income	170.80	163.18
Total Income	171.03	163.23
Total Expenditure	26.69	26.20
Profit Before Tax (PBT)	144.33	137.03
Less: Current Tax	37.00	34.50
Less: Deferred Tax	-	-
Less: Prior Period Tax	-	-
Net Profit After Tax (PAT)	107.33	102.53
Earnings Per Share Basic ( )	5.71	5.45
Earnings Per Share Diluted ( )	5.71	5.45

2. State of Companys Affairs and Operations

During the year under review, revenue from operations stood at 0.23 Lakhs (previous year 0.05 Lakhs), and total income increased to 171.03 Lakhs (previous year 163.23 Lakhs), primarily on account of other income of 170.80 Lakhs (previous year 163.18 Lakhs). Against a total expenditure of 26.69 Lakhs (previous year 26.20 Lakhs), the Company recorded a Profit Before Tax (PBT) of 144.33 Lakhs (previous year 137.03 Lakhs). After providing for current tax of 37.00 Lakhs (previous year 34.50 Lakhs), the Net Profit After Tax (PAT) increased to 107.33 Lakhs (previous year 102.53 Lakhs). Earnings Per Share (Basic and Diluted) stood at 5.71 (previous year 5.45). A detailed review of operations is set out in the Management Discussion and Analysis Report forming part of this Annual Report.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the financial year 2025-26 in the Statement of Profit and Loss, and does not propose to transfer any amount to the General Reserve.

4. Dividend

With a view to conserving resources for the future growth of the Company, your Directors have not recommended any dividend for the year under review. There is no amount that is required to be transferred to the Investor Education and Protection

5. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary, associate companies & joint ventures

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.

7. Deposit:

Your 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.

8. Particulars of Loans, Guarantees or Investments:

The Particulars of loans given, investments made, guarantees given and securities provided as per Section 186 of the Companies Act, 2013 by the Company are disclosed in the financial statements of the company.

9. Related Party Transactions:

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

10. Material Changes And Commitments If Any Affecting The Financial Position Of The Company:

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.

11. Significant Orders Passed By The Regulators, Courts Or Tribunals Impacting Going Concern And Companys Operations:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future.

12. Directors And Key Managerial Personnel:

Directors:

The Board of Directors consists of 5 members, out of which 2 are Independent Directors, 1 executive and 2 are Non-Executive and Non-Independent Directors out of which 1 women director. The composition is in compliance with the Companies Act, 2013 and Listing Regulation.

As per the provisions of Section 152(6) of the Companies Act, 2013 and other applicable provisions Mrs. Kavita Sheth (DIN: 00603594) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.

As per the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has appointed Mrs. Dhwani Solanki (DIN: 10299290) and Mrs. Shivangi Shah (DIN: 11200412) as an Additional Director (Independent) of the Company with effect from 08.09.2026, and it is proposed to appoint her as an Independent Director of the Company for a term of 5 (five) consecutive years, not liable to retire by rotation.

Key Managerial Personnel:

As per the provisions of Section 203 of the Companies Act, 2013, Mr. JIGNESH RAMNIKLAL SHETH, Chief Executive Officer, Mr. MAHESH VIJAYKUMAR FULPADIA, Chief Financial Officer and Ms. JYOTI AGARWAL, Company Secretary are the key managerial personnel of the Company.

13. Declaration By Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

14. Number of Meetings of The Board:

During the year under review, 5 (five) meetings of the Board of Directors were held, and the gap between two consecutive meetings did not exceed the limit prescribed under the Companies Act, 2013. Proper notice was given for each meeting, the proceedings were duly recorded, and signed Minutes were maintained.

Sr. No. Date of Meeting	Total No of Directors as on date of meeting	Attendance
		No. of Directors Attended	% of Attendance
1. 14/05/2025	5	5	100%
2. 14/08/2025	5	5	100%
3 08/09/2025	5	5	100%
4 14/11/2025	5	5	100%
5 14/02/2026	5	5	100%

15. Committees of the Board:

The Board of Directors has the following Committees and the details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report. 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee

16. Board Evaluation:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has identified the core skills, expertise, and competencies required for the effective functioning of the Companys operations and strategic guidance. Following the annual Board Evaluation and performance assessment, the Board has mapped these core capabilities against the qualifications and practical experience of the Independent Directors as detailed below:

Core Identified Competencies & Board Alignment:

1. Financial Governance, Accounting & Audit: o Required Competency: Ability to analyze financial statements, assess internal financial controls, oversee capital allocation, and ensure compliance with financial reporting standards. o Alignment: Independent Directors serving on the Audit Committee possess extensive experience in corporate finance, financial oversight, and regulatory compliance, ensuring robust monitoring of the Companys financial health.

2. Legal, Regulatory & Corporate Governance: o Required Competency: Deep understanding of statutory requirements, corporate law, SEBI regulations, and standard governance practices to safeguard stakeholder interests. o Alignment: Independent Directors actively evaluate legal risks, statutory compliances, and governance practices, driving adherence to secretarial standards and ethical business conduct.

3. Strategic Management & Risk Assessment: o Required Competency: Capability to evaluate strategic growth plans, identify operational/market risks, and formulate mitigation strategies. o Alignment: The Independent Directors contribute independent judgment during strategic discussions, reviewing risk management policies and internal control frameworks during Board and Committee meetings.

4. Business Leadership & Industry Knowledge: o Required Competency: Broad administrative insight, organizational leadership, and understanding of market dynamics relevant to the Companys sector. o Alignment: Through their collective professional background, the Independent Directors provide objective oversight, guidance on strategic positioning, and constructive evaluation of management performance.

BOARD EVALUATION STATEMENT

In the opinion of the Board of Directors, all Independent Directors proposed for appointment/re-appointment fulfill the conditions specified under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and are independent of the management. The skill sets possessed by each Independent Director directly correspond with the mandatory competencies identified by the Nomination and Remuneration Committee to ensure a balanced and effective Board structure.

17. Remuneration of the Directors/ Key Managerial Personnel (KMP)/ Employees:

During the Financial Year 2025-26, remuneration of 8.00 Lakhs was paid to Mr. Jignesh Sheth, Managing Director , in accordance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013, and as approved by the Nomination and Remuneration Committee and the Board of Directors. Except for the Managing Director, no other Executive or Non-Executive Director received any remuneration, sitting fees, or commission from the Company during the financial year under review.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as separate annexure in the Boards Report.

18. Auditors And Auditors Report:

M/s. DGMS & Co., Chartered Accountants, Mumbai (FRN: 112187W) and hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors in their Auditors Report and the Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

19. Cost Auditor And Cost Audit Report:

Cost Audit is not applicable to your Company.

20. Internal Control Systems:

As there is no significant business activities hence there was no systems set up for Internal Controls.

21. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2026 is available on the website of the Company at www.multiplusholdings.com.

22. Corporate Social Responsibility Initiatives:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

23. Secretarial Audit And Secretarial Auditors Report:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. M.K. Chokshi & Associates Practicing Company Secretary (Membership No. A42662), Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.

24. Report On Corporate Governance & Management Discussion & Analysis:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with a Certificate from the Practicing Company Secretary forms part of this Report. A detailed Management Discussion & Analysis forms part of this Report.

25. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has not received any sexual harassment related complaints during the year.

26. Compliance With Maternity Benefit Act, 1961 :

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. All applicable benefits, including maternity leave and related entitlements, have been extended to eligible women employees in accordance with the law. The Company is committed to maintaining a safe, inclusive, and supportive work environment for its employees.

27. Technology Absorption And Foreign Exchange Earnings And Outgo:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.

28. Vigil Mechanism:

The Company has established a robust Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns or grievances, overseen by the Audit Committee. Furthermore, the Company maintains adequate internal financial control systems commensurate with its current size and operational scale.

29. Directors Responsibility Statement:

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

a. in preparation of the annual accounts for the financial year ended 31 st March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they 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;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have 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;

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

30. Business Risk Management:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a. Government Policies b. Human Resource Risk.

31. General:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

a. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

b. Payment of remuneration or commission from any of its subsidiary companies to the Managing Director/ Whole Time Director of the Company.

c. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

d. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

e. One time settlement of loan obtained from the banks or financial institutions.

32. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

By order of the Board,

For MULTIPLUS HOLDINGS LIMITED

JIGNESH SHETH

Chairman & Managing Director

DIN: 00290211

Place: Mumbai

Date: 08.09.2026