NDA Securities Ltd Directors Report

34th Annual Report Financial Year 2025-26

DEAR SHAREHOLDERS,

Your Directors are pleased to present the 34th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2026.

The Board remains committed to maintaining the highest standards of corporate governance, transparency, and accountability. In compliance with the provisions of the Companies Act, 2013 and applicable rules made thereunder, the Directors Report contains all necessary disclosures to provide the shareholders with a fair overview of the Companys operational and financial performance, as well as its future outlook.

INFORMATION ON STATE OF THE COMPANYS AFFAIRS

The Company commenced its journey in the year 1994 and successfully came out with its Public Issue, thereby becoming one of the pioneering broking houses in Northern India to get listed on the stock exchange. The equity shares of the Company are presently listed on the BSE Limited.

Since its inception, the Company has been actively engaged in the securities market and had acquired membership of the Bombay Stock Exchange in the year 1994. Further, the Company also held a Category-I Merchant Banking License up to the year 1998, reflecting its diversified presence in the financial services sector during the initial years of operations.

1A. The Indian capital market continued to witness steady growth during the Financial Year 2025-26, driven by increasing investor participation, digital adoption and regulatory reforms. As a SEBI-registered Stock Broker and Trading Member of BSE and NSE, the Company continued to focus on strengthening its broking operations, expanding its client base and enhancing service quality.

The Company remains committed to maintaining robust risk management practices, regulatory compliance and investor protection measures. Continuous investments in technology and operational infrastructure have enabled the Company to improve efficiency and customer experience. The Board is optimistic about the future prospects of the securities market and believes that the Company is well-positioned to capitalize on emerging opportunities in the financial services sector.

The financial highlights of the Company for the Financial Year 2025-26 are as follows:

	Standalone Financials		Consolidation Financials
Particulars	Amount (in Lakhs) 31.03.2026	Amount (in Lakhs) 31.03.2025	Amount (in Lakhs) 31.03.2026	Amount (in Lakhs) 31.03.2025
Revenue from Operations	847.60	625.04	847.60	625.04
Other income	83.31	137.11	84.44	138.12
Total Income	930.91	762.15	932.03	763.15
Total Expenditure (inclusive of interest & Depreciation)	920.40	592.04	956.85	597.24
Profit (Loss) before Tax	10.51	170.11	-24.82	165.92
Current Tax	-	27.67	-	27.67
Earlier Year Tax	-	-	-	-
Deferred Tax (Asset)	3.04	(17.14)	3.04	-17.14
Total Tax	3.04	10.53	3.04	10.53
Net Profit (Loss)	7.46	159.58	-27.86	155.38
Other Comprehensive Income	(3.06)	0.13	-3.06	0.13
Net Profit (Loss) after Comprehensive Income	4.40	159.70	-30.92	155.51
Paid up Equity Capital	594.84	594.84	594.84	594.84

2. DIVIDEND

The Directors do not recommend any dividend for the year.

3. SUBSIDIARY COMPANY

As on 31st March, 2026, the Company has the following subsidiaries:

- M/s NDA Capital Advisors Private Limited (Formerly Known as NDA Commodity Brokers Private Limited (Wholly Owned Subsidiary))

- NDA Research and Technologies Private Limited (Wholly Owned Subsidiary)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company which form part of this 34th Annual Report. Further, a statement containing salient features of Financial Statements of the Subsidiaries in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013, is annexed as Annexure-1 to this Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiaries are available on the Companys website i.e. .

Link of the Financial Statements of the subsidiary companies. https:// .

During the year under review, a new company, Alternative Securities Market Place Limited, was incorporated as a wholly-owned subsidiary of NDA Capital Advisors Private Limited (formerly known as NDA Commodity Brokers Private Limited). The incorporation was undertaken to expand the Groups business activities and strengthen its presence in the financial services sector.

4. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year 2025-26.

5. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

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

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 ended 31st March, 2026 and of the profit of the company for the same period;

c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 had laid down internal financial controls in the company that are adequate and were operating effectively;

f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. AUDIT OBSERVATIONS

Auditors observations are suitably explained in notes to the Accounts and are self-explanatory.

7. AUDITORS OF THE COMPANY

i) Statutory Auditors:

The Members of the Company had at their 30th Annual General Meeting held on 29th September, 2022, approved the appointment of M/s. J M and Associates (Firm Registration No.: 017544N) as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting.

Accordingly, M/s. J M and Associates continue to hold office as the Statutory Auditors of the Company, and their present term shall conclude at the conclusion of the 35th Annual General Meeting. The Statutory Auditors Report on the Standalone and Consolidated Financial Statements for the Financial Year ended March 31,2026 does not contain any qualification, reservation, adverse remark or disclaimer. The notes to the Financial Statements referred to in the Auditors Report are selfexplanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

ii) Secretarial Audit:

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed M/s. Mona Bansal & Associates (Membership No. 44163 & COP No. 17676), as Secretarial Auditor of the Company for the FY 2025-26.

The Secretarial Audit contains one observation, the explanation pursuant to the observation is as follows:

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS, OR DISCLAIMERS MADE BY THE SECRETARIAL AUDITOR

Pursuant to Section 134(3)(f)(ii) of the Companies Act, 2013, read with the rules made thereunder, the Board of Directors of NDA Securities Limited provides its explanation and comments on the observation/qualification marked by the Secretarial Auditor in their Secretarial Audit Report (Form MR-3) for the financial year under review:

Sr. No Observation / Qualification by Secretarial Auditor

Explanation / Comments by the Board of Directors

1. Non-Filing of Form SH-7 for Increase in Authorised Share Capital (Section 64): Form SH-7 in respect of the increase in authorised share capital from Rs15,00,00,000 to Rs100,00,00,000, approved by special resolution at the Extraordinary General Meeting held on 8th January 2026, was not filed with the Registrar of Companies; the Registrars record continues to reflect the authorised capital at Rs15,00,00,000.

The shareholders of the Company, at the Extraordinary General Meeting held on 8th January 2026, approved the increase in the Authorised Share Capital from Rs15,00,00,000 to Rs1,00,00,00,000 by passing a Special Resolution. Due to temporary administrative delays and internal procedural processes associated with completing the mandatory pre-requisite documentation for the filing, Form SH-7 could not be submitted to the Registrar of Companies within the prescribed statutory timeframe. The Board confirms that the management has initiated the filing process, and Form SH-7 along with the requisite statutory fees and additional fees, if any, will be submitted shortly to update the records of the Registrar of Companies. The Board has also issued directions to streamline secretarial workflows to ensure strict adherence to statutory deadlines in the future.

The Secretarial Audit Report for the Financial Year ended March 31,2026 is given in this Report in Form MR-3.

iii) Internal Auditor:

M/s. Ashutosh Gupta & Co., Chartered Accountants , is the Internal Auditor of the Company.

8. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013

The Company has two Independent Directors, namely Mr. Akshay Saxena and Ms. Naina Singh , who have given their declarations that they meet the eligibility criteria of Independence as provided in subsection (6) of Section 149 of the Companies Act, 2013.

Further, Mr Akshay Saxena tendered his resignation from the position of Independent Director of the Company with effect from 23.03.2026, and Ms. Isha Rastogi was appointed as an Independent Director in his place on 22-04-2026 and has given her declarations that she met the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

9. BOARD EVALUATION

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on Wednesday, 18th February, 2026 wherein the performance of the non-independent directors was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee, evaluated the effectiveness of its functioning and that of the Committees.

The aspects covered in the evaluation included the contribution to and monitoring of Corporate Governance practices, participation in the longterm strategic planning and fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing Regulations, the Company familiarizes its Independent Directors at regular intervals, with their roles and responsibilities and the business strategies of the Company. Apart from the aforementioned, the Company also updates the Independent Directors periodically with the recent changes in statutory provisions applicable on the Company and/ or any change/addition in the business operations of the Company.

The details of training and familiarization programs conducted during the year are provided on the website of the Company at . com.

11. NUMBER OF BOARD MEETINGS

During the Financial Year 2025-26, 15 meetings of the Board of Directors were held. The details of Board Meetings held during the year are as follows:

S. No. Date of Meeting	Name of Directors who attended the meeting
1. 12-05-2025	Mr. Akshay Saxena , Ms. Naina Singh, Mr. Sanjay Agarwal & Ms. Deepti Agarwal
2. 15-05-2025	Mr. Sanjay Agarwal, Mr. Deepti Agarwal, Mr Arvind Sharma, ,Mr Akshay Saxena & Ms Naina Singh
3. 28-05-2025	Mr Akshay Saxena, Ms Naina Singh, Mr. Sanjay Agarwal, Ms. Deepti Agarwal, Mr. Arvind Sharma
4. 10-06-2025	Mr. Gaurav Jindal, Mr. Arvind Sharma, Mr. Ram Gopal Jindal, Mr Akshay Saxena and Ms Naina Singh
5. 17-07-2025	Mr. Gaurav Jindal, Mr. Arvind Sharma, Mr. Ram Gopal Jindal, Mr. Akshay Saxena, & Ms Naina Singh
6. 29-07-2025	Mr. Gaurav Jindal, Mr. Arvind Sharma, Mr. Ram Gopal Jindal, Sh. Akshay Saxena & Ms. Naina Singh
7 12-08-2025	Mr. Gaurav Jindal, Mr. Arvind Sharma, Mr. Ram Gopal Jindal, Sh. Akshay Saxena & Ms. Naina Singh
8 14-08-2025	Mr. Ram Gopal Jindal, Mr. Gaurav Jindal, Mr. Arun Kumar Mistry, Mr. Arvind Sharma, Sh. Akshay Saxena, & Ms.. Naina Singh
9 08-09-2025	Mr. Arun Kumar Mistry, Mr. Arvind Sharma, Mr. Ram Gopal Jindal, Sh. Akshay Saxena, Ms. Naina Singh, & Mr. Gaurav Jindal
10 08-10-2025	Mr. Ram Gopal Jindal, Mr. Arun Kumar Mistry, Mr. Arvind Sharma, Mr. Akshay Saxena, & Ms. Naina Singh
11 14-11-2025	Ms. Kajal Goel, Mr. Ram Gopal Jindal, Mr. Arun Kumar Mistry, Mr. Arvind Sharma, Mr. Akshay Saxena & Ms. Naina Singh
12 17-12-2025	Ms. Kajal Goel, Mr. Arun Kumar Mistry, Mr. Arvind Sharma, Mr. Ram Gopal Jindal, Mr Akshay Saxena, & Ms. Naina Singh
13 20-01-2026	Ms. Kajal Goel, Mr. Arun Kumar Mistry, Mr. Arvind Sharma, Mr. Ram Gopal Jindal, Sh. Akshay Saxena & Ms. Naina Singh
14 18-02-2026	Ms. Kajal Goel, Mr. Arun Kumar Mistry, Mr. Arvind Sharma, Ms Naina Singh
15 06-03-2026	Ms. Kajal Goel, Mr. Arun Kumar Mistry, Mr. Arvind Sharma, Ms Naina Singh

12. DEPOSITS

During the FY 2025-26, the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. CHANGE IN SHARE CAPITAL

There is no change in the paid-up equity share capital during the Financial Year 2025-26. Presently, the paid-up capital of the Company is 59,48,364 equity shares of face value INR 10/- each, aggregating to Rs. 5,94,83,640/-

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on the date of this Report, the Board of Directors of the Company comprises the following Directors:

f* Ms Kaial Goel - Managing Director 1

L Ms . Isha Rast deg gi - ma e p en a ent D ir ect deg r .

During the financial year, Mr. Akshay Saxena resigned from the office of Independent Director with effect from March 23, 2026, due to personal reasons and his inability to continue performing his duties as an Independent Director. The Board places on record its sincere appreciation for the valuable guidance and contributions rendered by him during his tenure as an Independent Director.

Subsequently, Ms. Isha Rastogi was appointed as an Independent Director of the Company in place of Mr. Akshay Saxena, in accordance with the provisions of the Companies Act, 2013 and other applicable laws.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following officials are the Key Managerial Personnel (KMP) of the

Company as on the date of this Report:

- Ms. Kajal Goel - Managing Director

- Mr. Arun Kumar Mistry - Chief Financial Officer

- Mr. Ankit Gupta - Chief Executive Officer

- Ms. Shalini Chauhan - Company Secretary

CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL

During the Financial Year 2025-26 and up to the date of this Report,

the following changes took place in the composition of the Board of

Directors:

Directors and Key Managerial Personnel

During the financial year under review, the following changes took

place in the composition of the Board of Directors and Key Managerial

Personnel of the Company:

- Mr. Sanjay Agarwal resigned from the office of Managing Director of the Company with effect from May 23, 2025. The Board placed on record its appreciation for the valuable guidance and services rendered by him during his tenure.

- Mrs. Deepti Agarwal resigned from the office of Whole-time Director of the Company with effect from May 23, 2025. The Board expresses its sincere appreciation for her valuable contributions during her association with the Company.

- Mr. Arvind Sharma was appointed as an Additional Director (Executive, Non-Independent) of the Company with effect from May 12, 2025, pursuant to the authority delegated by the Board.

- Mr. Deepak Khurana was appointed as an Additional Director (Executive, Non-Independent) of the Company with effect from May 12, 2025, pursuant to the authority delegated by the Board. Subsequently, he resigned from the office of Additional Director with effect from May 31, 2025. The Board places on record its appreciation for the services rendered by him during his brief tenure.

- Mr. Ram Gopal Jindal (DIN: 06583160) was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company at the meeting of the Board of Directors held on May 28, 2025.

- Mr. Arun Kumar Mistry was appointed as the Whole-time Director of the Company with effect from July 29, 2025.

- Mr. Gaurav Jindal (DIN: 06583133) resigned from the office of Managing Director of the Company with effect from September 8, 2025. The Board expresses its appreciation for his valuable contribution and services rendered to the Company during his tenure.

- Ms. Kajal Goel (DIN: 10634514) was appointed as the Managing Director of the Company with effect from October 8, 2025.

- Mr. Akshay Saxena resigned from the office of Independent Director of the Company with effect from March 23, 2026. The Board places on record its appreciation for his guidance and contribution during his tenure as an Independent Director.

- Mr. Ankit Gupta was appointed as the Chief Executive Officer (CEO) of the Company with effect from April 4, 2026.

- Ms. Isha Rastogi was appointed as an Additional Director in the capacity of an Independent Director of the Company with effect from April 22, 2026. The Company has received the requisite declaration from Ms. Isha Rastogi confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Mr. Gaurav Jindal was appointed as the Chairperson of the Company with effect from 17th December, 2025. Subsequently, owing to his other commitments, he tendered his resignation from the office of Chairperson with effect from 29th May, 2026. The Board placed on record its appreciation for the valuable guidance and contributions rendered by him during his tenure. With effect from the date of his resignation, Mr. Gaurav Jindal ceased to hold any office or position in the Company and has had no association with the Company in any capacity thereafter.

15. CHANGE IN THE NATURE OF BUSINESS

During the financial year 2025-26, there was no change in the fundamental nature of the Companys business. The Company continued its principal activities in stock broking in the capital and derivatives markets. However, the memorandum/objective was amended to expand the Companys scope to include trading and broking in commodity derivatives.

16. MANAGEMENTS DISCUSSION AND ANALYSIS

A comprehensive Managements Discussion and Analysis Report is enclosed, forming a part of this Board Report.

17. CORPORATE GOVERNANCE

The Company is listed with BSE Limited (formerly known as Bombay Stock Exchange Limited). The paid-up equity share capital and net worth of the Company are within the prescribed limits under Regulation 15(2). In view of Clause 15(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company under the criteria given in the said Regulation. Hence, no disclosure has been made on the items covered under Corporate Governance.

18. RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, transactions which are required to be reported under Section 188 of the Act in Form AOC-2 are enclosed, forming a part of this Board Report.

MIDA Annml Donnrt

All Related Party Transactions entered into during the Financial Year were in the ordinary course of business and on an arms length basis. During the year under review, there were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have had a potential conflict with the interests of the Company.

All Related Party Transactions as required under AS-18 are reported in Notes to Accounts of the Financial Statements of the Company.

19. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

As per the requirement under the Act, the Independent Directors had a separate meeting on 18th February, 2026 , without the presence of nonindependent directors and members of management.

20. AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013, all Public Companies satisfying the prescribed conditions are required to constitute an Audit Committee.

COMPOSITION

The Audit Committee shall consist of the following members:

- Mr.Akshay Saxena* - Chairman (Independent Director)

- Ms.Naina Singh - Member (Independent Director)

- Mr.*Sanjay Agarwal -Chairman (Managing Director)

- Mr. Arvind Sharma - (Director)

- Ms. Isha Rastogi *- (Independent Director)

MEETINGS

The details regarding number of meetings held by the Audit Committee during the year are as follows:

S.No. Date of Meeting	Name of Directors who attended the meeting
1. 15-05-2025	Mr. Sanjay Agarwal, Mr. Akshay Saxena & Ms. Naina Singh
2. 10-06-2025	Mr. Akshay Saxena, Ms. Naina Singh & Mr. Arvind Sharma
3. 14-08-2025	Mr. Arvind Sharma , Mr. Akshay Saxena & Ms. Naina Singh
4. 20-01-2026	Sh. Arvind Sharma, Ms. Naina Singh
5 18-02-2026	Mr. Arvind Sharma , Ms. Naina Singh
6 06-03-2026	Mr. Arvind Sharma, Ms. Naina Singh

*Mr. Sanjay Agarwal resigned from the position of Managing Director with effect from 23rd May 2026 consequently, he ceased to be a member of the Audit Committee from the same date.

*Mr. Akshay Saxena resigned from the position of Independent Director with effect from 23-03-2026 consequently; he ceased to be a member of the Audit Committee from the same date.

*Ms. Isha Rastogi was appointed as a Non-Executive Independent Director of the Company with effect from April 22, 2026, in place of Mr. Akshay Saxena consequent to his resignation.

ROLE

The role and responsibilities of the Audit Committee include, inter alia, oversight of the financial reporting process, recommendation for appointment and remuneration of auditors, reviewing financial statements, evaluating internal financial controls and risk management systems, approval of related party transactions, and all other functions as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

21. NOMINATION AND REMUNERATION COMMITTEE COMPOSITION

The Nomination and Remuneration Committee shall consist of the following members:

- *Ms.Deepti Agarwal- Chairperson (Director)

- *Mr.Akshay Saxena - Member (Independent Director)

- Ms.Naina Singh - Member (Independent Director)

- Mr,Ram Gopal Jindal - Member (Non-Executive, Non-Independent Director)

- *Ms. Isha Rastogi - Member (Non-Executive, Independent Director)

S.No. Date of Meeting	Name of Directors who attended the meeting
1. 09-05-2025	Ms. Deepti Agarwal, Mr. Akshay Saxena, & Ms. Naina Singh
2 29-07-2025	Sh. Ram Gopal Jindal, Mr. Akshay Saxena, & Ms. Naina Singh
3 12-08-2025	Mr. Ram Gopal Jindal, Mr. Akshay Saxena, & Ms. Naina Singh
4 08-09-2025	Mr Ram Gopal Jindal, Mr. Akshay Saxena, & Ms. Naina Singh
5 08-10-2025	Mr. Ram Gopal Jindal, Mr. Akshay Saxena, & Ms. Naina Singh
6 10-11-2025	Mr. Ram Gopal Jindal, Mr. Akshay Saxena, & Ms. Naina Singh
7 17-12-2025	Mr. Ram Gopal Jindal, Mr. Akshay Saxena, & Ms. Naina Singh
8 03-02-2026	Mr. Ram Gopal Jindal, & Ms. Naina Singh

*Mrs. Deepti Agarwal resigned from the position of Director with effect from 23rd May, 2026 consequently, she ceased to be a member of the Nomination and Remuneration Committee from the same date.

- Mr. Akshay Saxena resigned from the position of Independent Director with effect from 23-03-2026 consequently; he ceased to be a member of the Audit Committee from the same date.

- Ms. Isha Rastogi appointed w.e.f. 22.04.2026 in place of Mr. Akshay Saxena as a member of Stakeholders Relationship, Grievance and Share Transfer Committee from the same date.

22.STAKEHOLDERS RELATIONSHIP, GRIEVANCE AND SHARE TRANSFER COMMITTEE

COMPOSITION

- *Mr. Akshay Saxena - Member (Independent Director)

- Ms.Naina Singh - Member (Independent Director)

- Mr. Arvind Sharma - Member (Executive, Non-Independent Director)

- *Ms. Isha Rastogi- Member (Independent Director)

The Committee meets as and when necessary to redress stakeholder grievances and oversee share transfer activities.

23. PERFORMANCE EVALUATION

The performance of the Board, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and that of Individual Directors for the year 2025-26 were evaluated on the basis of criteria as approved by the Board. All Directors were provided the criteria for evaluation, which were duly filled in.

The performance of Independent Directors was evaluated by the Board of Directors. Each Board Member completed the evaluation and shared their views with the Chairman. Areas of improvement in the functioning of the Board and Committees were identified.

* Mr. Akshay Saxena resigned from the position of Independent Director with effect from 23-03-2026 consequently; he ceased to be a member of the Stakeholders Relationship, Grievance and Share Transfer Committee from the same date.

* Ms. Isha Rastogi appointed w.e.f. 22.04.2026 in place of Mr. Akshay Saxena as a member of Stakeholders Relationship, Grievance and Share Transfer Committee from the same date.

GENERAL BODY MEETINGS

Year	Date	Time	Venue
2024-25	11 Aug 2025	02:00 P.M	Through VC at deemed venue at: 307 3rd Floor D-Mall, Netaji Subhash Place, Pitampura, Delhi, Delhi, India, 110034
2023-24	12 Sep 2024	02:00 P.M	Through VC at deemed venue at: E-157, 2nd Floor, Kalkaji, , New Delhi, Delhi, 110019
2022-23	10 Aug 2023	02:00 P.M	Through VC at deemed venue at: E-157, 2nd Floor, Kalkaji, New Delhi, Delhi, 110019

MARKET PRICE DATA (Rs.)

Monthly high and low prices of the Companys equity shares traded on BSE Limited during FY 2025-26:

Month	High (Rs.)	Low (Rs.)
April, 2025	49.9	26.55
May, 2025	65.99	36.2
June, 2025	63.5	50.16
July, 2025	52.78	39.5
August, 2025	54.75	39
September, 2025	51.35	37.5
October, 2025	44	31.25
November, 2025	40	32.02
December, 2025	43.36	24.3
January, 2026	37	26.02
February, 2026	50.79	25.5
March, 2026	43.47	33.08

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2026

Share Holding of Nominal Value of Rs. 10	No. of share- holders	% age of sharehold- ers	No. of Shares held	% age of Shares held
Upto 5000	4146	93.758	477441	8.0264
5001-10000	128	2.895	107054	1.7997
10001-20000	71	1.606	108293	1.8206
20001-30000	27	0.611	66761	1.1223
30001-40000	6	0.136	21301	0.3582
40001-50000	5	0.113	23288	0.3915
50001-100000	13	0.294	93803	1.5770
100001 & above	26	0.588	5050415	84.9043
Total	4422	100.00	5948356	100.00

DEMATERIALISATION OF SHARES

The shares of the Company are available in Demat form. The Companys shares are available for trading in the depository systems of both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2026, the position of shares in demats form is as follows:

S.No. Particulars	No. of Shares	%
1. NSDL	4103524	68.98 %
2. CDSL	1494310	25.12 %
3. Physical	350530	5.90 %
Total	5948364	100 %

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

25. PREVENTION OF INSIDER TRADING

The Board has adopted a Code for the Prevention of Insider Trading in the securities of the Company. The Code inter alia requires pre-clearance from Designated Persons for dealing in the securities of the Company as per the criteria specified therein, and prohibits the purchase or sale of securities of the Company by Designated Persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company, besides during the period when the trading window is closed. The aforesaid Code is available at the website of the Company www. ndaindia.com.

26. VIGIL MECHANISM

The Company has devised a Vigil Mechanism for Directors and employees through the adoption of a Whistle Blower Policy, details whereof are available on the Companys website .

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013

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

The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26:

- No. of complaints received: NIL

- No. of complaints disposed of: NIL

28. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31,2026 is available on the website of the Company and can be accessed at: www. ndaindia.com.

29. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, issued by the Institute of Company Secretaries of India (ICSI) and approved by

the Central Government under Section 118(10) of the Companies Act, 2013.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report, except for the following:

- Change of the objectives of the company to expand the scope of objectives for the commodity derivative segments also.

- Membership in the MSEI and commodity Exchange i.e. NCDEX.

- Promoting MTF (Margin Trading Facilities) for the clients.

The above events have not materially affected the financial position of the Company.

31. REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19(4) & Schedule II Part D (A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 is annexed as Annexure-B to this Report.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

34. ANNUAL LISTING FEE

The Company has paid the Annual Listing Fees for the Financial Year 2025-26 to BSE Limited.

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

During the period under review, there was no energy conservation, technology absorption and foreign exchange earnings and outgo. Hence, the particulars prescribed under Section 134(3)(m) are not applicable.

36. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by Regulators or courts or tribunals impacting the going concern status and the future operations of the Company.

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as amended vide MCA Notification G.S.R. 357(E) dated 30th May, 2025 (effective 14th July, 2025), the Board of Directors hereby confirms that NDA Securities Limited has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961 (including any statutory modifications or re-enactments thereof) during the financial year under review.

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

Pursuant to Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, as amended, it is hereby confirmed that no application was made nor were any proceedings initiated/pending against or by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review, and no such proceedings are pending as at the end of the financial year.

39. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the Risk Assessment and minimization procedures, with periodic reviews to ensure that risk is controlled by means of a properly defined framework. In the Boards view, there are no material risks which may threaten the existence of the Company.

The Audit Committee and the Board periodically review the risk management framework of the Company to ensure that appropriate controls are in place for identifying, assessing and mitigating key business, operational, financial, regulatory and cyber security risks.

40. REPORTING OF FRAUDS

The Auditors of the Company have not reported any fraud as specified

under the second proviso to Section 143(12) of the Companies Act, 2013.

41. APPRECIATION

Your Directors wish to place on record their sincere appreciation to all the Employees of the Company for their untiring efforts, efficient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Companys Customers, Vendors and Institutions. Your Directors also wish to express a deep sense of gratitude to all our Bankers, Central and State Governments and their departments and to the local authorities for the continued support.

Your Directors register sincere appreciation to the Shareholders of the Company for the faith and confidence reposed in us.

By Order of the Board of Directors For NDA Securities Limited
Kajal Goel	Arun Kumar Mistry
Managing Director	Whole Time Director
DIN:10634514	DIN:08400132
Place: New Delhi Date: 22nd July 2026