Pee Cee Cosma Sope Ltd Directors Report

TO THE MEMBERS OF PEE CEE COSMA SOPE LTD : The Directors hereby present their 39th Annual Report on the business and operations of the Company and the Financial Accounts for the year ended March 31, 2026.

Financial Highlights. (Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Net Revenue from Operation	15,782.82	14,059.23	15,797.00	14,058.84
Other Income	25.56	173.99	27.17	173.99
Total Income	15,808.38	14,233.22	15,824.17	14,232.83
Total Expenditure	14,688.78	12,942.61	14,704.55	12,942.22
Profit before tax	1,119.60	1,290.61	1,119.62	1,290.61
Provision for tax	285.96	329.68	286.94	329.98
Profit after tax	833.64	960.93	832.68	960.63
Paid-up Share Capital	264.63	264.63	264.63	264.63
Reserves and Surplus
(excluding revaluation reserve)	5,346.71	4,592.46	5,346.81	4,592.17

Company Performance :

The financial highlights (Standalone and Consolidated) of the Company are as under: The Consolidated of financial statements becomes applicable on the Company upon Suraj Bhan Agencies Limited becoming its subsidiary on February 28, 2025.The name of Suraj Bhan Agencies Limited was changed to India Trading Infra Limited with effect from November 4, 2025.

Further, during the financial year, Pee Cee Energy and Realty Limited, incorporated on March 27, 2026, became a wholly owned subsidiary of the Company. As the said company was incorporated towards the close of the financial year, its impact on the consolidated financial results for the year ended March27, 2026, was not material.

Consolidated Revenue from operations as on the close of the financial year is Rs. 15,797.00Lakhs as compared to Rs.14,058.84 Lakhs during the previous year.

The Standalone Revenue from operations is Rs15,782.82Lakhs as compared to Rs. 14,059.23 Lakhs during the previous year.

Statement of Company s Affair : Our financial performance continues to be encouraging and we believe that we will continue registering sustained growth going forward.The company implemented effective strategies that unlocked significant market potential, resulting in strong margins and increased turnover for the coming year. Share Capital : The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026amounted to Rs. 2,64,62,500/- (Rupees Two Crore Sixty-Four Lakhs Sixty-Two Thousand Five Hundred Only) divided into 26,46,250 (Twenty-Six Lakh Forty-Six Thousand Two Hundred Fifty) number of Equity Shares of Rs. 10/- each (Rupees Ten).

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Dividend : Your Directors have pleasure in recommending a dividend of 30% i.e. Rs 3/- per equity share of face value of 10/- each for the financial year ended March 31, 2026 at their meeting held on May 29, 2026 amounting to 79.39 Lacs (approx). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Register of Members and Share Transfer Books will remain closed from Tuesday, September 22, 2026 to Tuesday, September 29, 2026 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2026. The Annual General Meeting is scheduled to be held on Tuesday, September 29, 2026.

Transfer of unclaimed dividend to Investor Education and Protection Fund

During the Financial Year 2025-26, the company has transferred 2,51,430/-, being Unpaid Dividend for Financial year 2017-18to IEPF Authority.

During the Financial Year 2025-26, the Company has transferred 6805 Equity shares in respect of which Dividend has been unpaid/unclaimed for a consecutive period of seven years to the Investor Education and Protection Fund in pursuance to rule 6(5) of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of such transfer is available at Company s website and such shares can be claimed back from IEPF Authority only after following the prescribed procedure.

Transfer to Reserve : During the financial year 2025-26, the Board of Directors of your Company has decided not to transfer any amount to the Reserves and Surplus Account.

Change in nature of Business of the Company :

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

Material Changes, etc. : Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company March 31,2026.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Detail of loans, guarantees and investments falling under Section 186 of the Companies Act, 2013 as on March 31, 2026 is as under:

Particulars of Investments	Amount (in Lakhs)
Investment in Mutual Funds	1,744.48
India Trading Infra Ltd	61.28
Total	1,805.76

Disclosure on Deposit under Chapter V : The Company has neither accepted nor renewed any deposits from public during the Financial Year 2025-26in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies : During the year under review, Pee Cee Energy and Realty Limited has become the subsidiary of the Company w.e.f. March 27, 2026.

As at March 31, 2026, the Company had the following subsidiaries:

Name of the Subsidiary	Status as at March 31, 2026
India Trading Infra Ltd (formerly known as Suraj Bhan Agencies Ltd.)	Wholly Owned Subsidiary
Pee Cee Energy and Realty Limited	Wholly Owned Subsidiary

A statement containing the salient features of the financial statements of our subsidiaries in the prescribed format Form AOC-1 is annexed as Annexure 1 with financial statement of the Company. In accordance with Section 136 of the Act, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on Company s website www.peeceecosma.com. These documents willalso be available for inspection at registered office of company on any working day between 3:00 p.m. to 5:00 p.m. till the date of the ensuing Annual General Meeting (AGM) of the Company.

The Company has no associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo : Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure2 which forms part of this report.

Listing : At present, the equity shares of the Company are listed at BSE Ltd. The annual listing fees for the Financial Year 2026-27 to BSE Ltd have been paid.

Directors : During the Financial Year2025-26,there is no change in the Board of the Company except the following: l Shri Mayank Jain (DIN: 00112947) was reappointed as Whole Time Director of the Company designated as Executive Chairman w.e.f. 1st April, 2025 for a period of five years. l Shri Ankur Jain (DIN: 00172356), who was serving as the Managing Director of the Company, ceased to hold the office of Managing Director with effect from 7th August, 2025. He continues to serve on the Board of the Company as a Non-Executive Director. l Shri Mayank Jain (DIN: 00112947) who retire by rotation at the AGM held on September 26, 2025 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013. l Shri Ankit Jain (DIN: 05343684) who was Whole Time Director till October 19, 2025 was appointed as Managing Director w.e.f. October 20, 2025.

In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every Annual General Meeting (AGM). Consequently, Shri Ankit Jain (DIN: 05343684), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the nature of his expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of Companies in which he/she has held directorships, committee memberships/chairmanships, his shareholding etc., is annexed to the Corporate Governance Report and Notice of the ensuing AGM and forming part of the Annual Report.

Key Managerial Personnel : The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Shri Mayank Jain	Executive Chairman
Shri Ankit Jain	Managing Director*
Shri Ankur Jain	Director
Mr. Brij Mohan Verma	Chief Financial Officer
Mrs. Nidhi Agarwal	Company Secretary

*Designation changed from Whole-time Director to Managing Director w.e.f October 20, 2025

Policy on Directors appointment and Policy on remuneration : Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure-3 respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/ Employees : There are no employees who are in receipt of remuneration more than the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Details of top ten employees in respect of their remuneration required under Rule 5(2) is attached as Annexure 4 .

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 5 which forms part of this report.

Declaration by Independent Director : The Non-Executive Independent Directors of the Company have given the declarations stating that they continue to confirm the criteria set out for Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Number of Meetings of the Board : During the Financial Year 2025-26, 4 (four) Board meetings were held. Attendance of Directors are as below:

Name	Total No. of Board meeting	Total No. of board meeting attended
Shri Ankur Jain	4	3
Shri Mayank Jain	4	4
Shri Ankit Jain	4	4
Shri Kshitiz Agarwal	4	3
Shri Nirbhay Kishore Mishra	4	3
Smt Aanchal Jain	4	4

Performance Evaluation of the Board, its Committees and Individual Directors : Pursuant to applicable provisions of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc..

Board members had submitted their response on a scale of 5(excellent) 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee : As on March 31, 2026, the Audit Committee of the Company comprises the following directors:

1. Mr Kshitiz Agarwal-Chairman (Independent Director)

2. Ms Aanchal Jain (Independent Director)

3. Mr Nirbhay Kishore Mishra (Independent Director)

The Audit Committee was last reconstituted on February 13, 2025.

Further, all recommendations of Audit Committee we reaccepted by the Board of Directors.

Statutory Auditors and their Report : M/s Doogar & Associates, Chartered Accountants, Statutory Auditors of the Company were appointed at the 35th(Thirty Fifth) Annual General Meeting of the Company held on September 24, 2022 to hold such office till the conclusion of the AGM to be held in the year 2027.

The Auditors report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2026.

The notes on financial statement referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

Secretarial Auditors : Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 (the Act) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s R&D, Company Secretaries (Firm Registration No.

P2005DE011200), were appointed as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from FY 2025 26 to FY 2029 30, at the Annual General Meeting held on September 26, 2025, based on the recommendation of the Audit Committee and the approval of the Board of Directors.

The Secretarial Auditors have confirmed that their appointment is in compliance with the eligibility criteria prescribed under the applicable provisions of the Companies Act, 2013 and the Listing Regulations. They have conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026, in accordance with the applicable statutory provisions and have submitted their Secretarial Audit Report.

The Secretarial Audit Report for the financial year 2025 26 is annexed to this Report as Annexure 6.

The observations/qualifications reported are self-explanatory, which does have any material impact on the operations or financial position of the Company.

Cost Auditors : Pursuant to the provisions of Section 148 of the Companies Act, 2013 maintenance of Cost Records is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued thereunder, have appointed M/sDileep Verma & Associates, Cost Accountants, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the financial year 2025-26. The Board of Directors has, based on the recommendations of the Audit Committee, in their meeting held on May 29, 2026, re-appointed M/s Dileep Verma & Associates, Cost Accountant, as Cost Auditors of the Company to conduct the audit of the Company s Cost Records for the financial year 2026-27. M/s Dileep Verma & Associates has confirmed his independence and arm s length relationship with the Company and that he is free from the disqualifications specified in Section 139, 141 of the Act and his appointment meets the requirements prescribed in Section 141(3)(g) and 148 of the Act.

In compliance with Rule 14 of the Companies (Audit and Auditors), Rules, 2014, an item for ratification of remuneration of cost auditor for conducting the audit for the financial year 2026-27 has been included in the Notice of the ensuing AGM for member s approval.

The observation / emphasis of matter given in the Cost Audit Report with respect to maintenance of unit of measurement other than those specified in HSN Code as per the Customs Tariff Act, 1975, are self-explanatory and therefore, do not call for any further comments.

Fraud Reporting : During the year under review, no instances of fraud were reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company in terms of provisions of Section 143(12) of the Companies Act, 2013.

Details of significant and material orders passed by the regulators, courts or tribunals impacting the going concern status of the Company

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company s operations in future.

Directors Responsibility Statement : Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

b) That they had 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 at the end of the financial year and of the profit and loss of the Company for that period;

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

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

Secretarial Standards : The Company has complied with the provisions of Secretarial Standards issued by

Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Governance : Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Companys website i.e., www.peeceecosma.comunder Investors- Corporate Governance Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with the Statutory Auditors Certificate confirming compliance with Corporate Governance norms is annexed to this Report.

Corporate Social Responsibility(CSR) : The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Companies Act, 2013. As on March 31, 2026, the Committee consisted of Mr. Mayank Jain, Chairman, Mr. Ankit Jain and Ms Aanchal Jain as other members of the Committee.

The Company s Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013. The guiding principles for all CSR initiatives of the Company are as follows:

Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company s profits for social projects;

Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

Creating opportunities for employees to participate in socially responsible initiatives.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.peeceecosma.com.

The Annual Report on CSR activities for the financial year 2026-27is annexed as Annexure 7 to this Report.

Internal Financial Controls System : According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company s IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s Mukesh Mangal & Associates, Chartered Accountants, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self-Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

Risk Management Policy : The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management program, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy : The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment : The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at workplace.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Company s office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress complaints regarding Sexual Harassment, if any.

Web address for Annual Return : As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company www.peeceecosma.com under the Investors Relation.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013 : With reference to Section 134(3)(h) of the Companies Act, 2013,all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the Financial Year, were in the ordinary course of business and on arm s length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered material according to the policy of the Company on Materiality of Related Party Transactions. The detail of particulars of contracts or arrangements with related parties referred to in Section 188(1) is given in Form AOC-2 annexed with this report marked as Annexure 8 .

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set out in Note no. 39of the Financial Statements.

Details of application made or any proceeding pending under The Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year along with their status as at the end of the financial year

During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, no such valuation was required to be done.

Acknowledgements : Your Directors place on record their gratitude to the Central Government, State Governments and Company s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

By order of the board
For Pee Cee Cosma
Sope Ltd.

Mayank Jain
DIN : 00112947
Executive Chairman
Add: 119, Jaipur House
Agra- 282 010, U.P.

Date : 12.08.2026
Place : Agra