Secmark Consultancy Ltd Directors Report

Dear Members,

The Directors are pleased to present the 15th Annual Report of SecMark Consultancy Limited (the ‘Company) along with the Audited Financial Statements for the financial year ended March 31, 2026. The Company along with its subsidiary Companies wherever required is referred are collectively ‘we, ‘us, ‘our, or ‘SecMark. The consolidated performance of the Company and its Subsidiary Companies has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY:

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:

Results of our operations and state of affairs:

(Amount in Rs. Lakhs)

COMPANY PERFORMANCE:

The key highlights pertaining to the business of the Company for the financial year ended March 31, 2026 are given below:

Standalone:

The standalone operating revenue including other income of the Company for the year under review was Rs. 3882.34 lakhs against Rs. 3596.12 lakhs in the previous year. Standalone net profit after tax for the year under review stood at Rs. 256.72 lakhs as against net profit after tax of Rs. 425.08 lakhs in the previous year. The revenues have grown by 7.95% and the over all profit has been reduced by 35.34% compared to profits of previous year due to additional depreciation and professional fees cost on account of software purchase transaction of the Company in current year.

Consolidated:

The consolidated operating revenue including other income of the Company for the year under review was Rs. 3882.47 lakhs as against Rs. 3600.54 lakhs in the previous year which in the opinion of the Directors is satisfactory. Consolidated net profit after tax for the year under review stood at Rs. 256.72 lakhs as against net profit after tax of Rs. 429.39 lakhs in the previous year. The revenues have grown by 7.83% and the over all profit has been reduced by 40.21% compared to profits of previous year due to additional depreciation and professional fees cost on account of software purchase transaction of the company in current year.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which is presented in a separate section forming part of the Directors Report.

Software Purchase Agreement with Codifi Finserv Private Limited & Codifi Soft Tech Private Limited:

During the financial year, the Company entered into agreements with Codifi Finserv Private Limited (CIN - U66190MH2024PTC472396) and Codifi Soft Tech Private Limited (CIN - U72900TN2014PTC094919) for acquisition of trading web and mobile platforms, trading middleware, software applications and related intellectual property rights for a consideration of Rs. 8,00,00,000/- plus applicable GST. The acquired solutions are intended to strengthen the Companys offerings for brokers and professional trading desks. The Company has also entered into an agreement with the existing team for the development, maintenance, enhancement and support of the acquired software.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company and the Company continues to concentrate on Software and Consulting.

ANNUAL RETURN:

As per the requirements of Section 92(3) of the Companies Act, 2013 (hereinafter referred as the Act) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, including any statutory modifications/amendments thereto for the time being in force, the annual return of Company for FY 2025-26 is available on its website www.secmark.in at weblink https://www.secmark.in/annualreturn

DIVIDEND:

With a view to conserve reserves, your Directors do not recommend any dividend for the financial year ended March 31, 2026.

RESERVES:

The Company has transferred NIL amount to reserves for the financial year ended March 31, 2026.

SHARE CAPITAL:

As at March 31, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 10,44,70,000 (Rupees Ten Crores Forty Four Lakhs Seventy Thousand Only) divided into 1,04,47,000 (One Crore Four Lakhs Forty Seven Thousand Only) equity shares of Rs. 10/- (Rupees Ten Only) each, as compared to the issued, subscribed and paid-up equity share capital of the Company which stood at Rs. 10,41,06,250 (Rupees Ten Crores Forty-One Lakhs Six Thousand Two Hundred Fifty Only) divided into 1,04,10,625 (One Crore Four Lakhs Ten Thousand Six Hundred Twenty-Five Only) equity shares of Rs. 10/- (Rupees Ten Only) each as at March 31, 2025.

The SecMark Employee Stock Option Scheme, 2019 (ESOS 2019), approved by the Members of the Company, provides for an aggregate option pool of 12,50,000 (Twelve Lakhs Fifty Thousand) options. During the financial year 2025-26, 36,375 (Thirty-Six Thousand Three Hundred Seventy-Five) equity shares were issued and allotted pursuant to the exercise of vested stock options by eligible employees under the ESOS 2019.

LISTING OF SECURITIES AND ANNUAL LISTING FEES:

All the equity shares of the Company i.e., 1,04,47,000 equity shares are listed on both the exchanges i.e BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The script code of the Company at BSE is 543234 and NSE Trading Symbol SECMARK and ISIN of Company is INE0BTM01013. The Company has paid the Annual Listing Fees for the year 2026-27 to BSE and NSE, where the Companys shares are listed.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors:

As of March 31, 2026, your Company had 6 (Six) Directors consisting of 2 (Two) Independent Directors including 1 (One) Woman Director, 3 (Three) Executive Director and 1 (One) Non-Executive Directors as follows-:

1. Mr. Binod Chandra Maharana (DIN: 07095774) : Chairman and Independent Director

2. Mr. Ravi Vijay Ramaiya (DIN: 03510258) : Managing Director and Chief Executive Officer

3. Ms. Priti Nigam Gandhi (DIN: 08059325) : Non-Executive Independent Director

4. Mr. Michael Nanson Dsouza (DIN: 01690296) : Executive Director

5. Mr. Sagar Mansukhbhai Thanki (DIN:08281489) : Executive Director and Chief Financial Officer

6. Mr. Shardul Jashwantlal Shah (DIN:03510251) : Non-Executive Non-Independent Director

Changes in the Board of Directors

As on the date of Directors Report, there are no further changes in Board of Directors.

Key Managerial Personnel

As on March 31, 2026, the following personnel are the updated list of KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mr. Ravi Vijay Ramaiya (Managing Director and Chief Executive Officer)

2. Mr. Sagar Mansukhbhai Thanki (Executive Director and Chief Financial Officer) and

3. Mr. Sunil Kumar Bang (Company Secretary and Compliance Officer)

NUMBER OF BOARD MEETINGS HELD AND ATTENDANCE OF DIRECTOR:

Board Meetings:

During the financial year 2025-26, 4 (Four) Board meetings were held on April 28, 2025, August 13, 2025, November 12, 2025, and February 13, 2026. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (LODR), Regulations, 2015.

Attendance of Directors at Board Meeting:

AUDIT COMMITTEE

In compliance with the requirements under Section 177(8) read with Section 134(3) of the Act and the rules framed thereunder, the Board of Directors of the Company has constituted an Audit Committee, the composition and terms of reference which are in alignment with the requirements of the Act and the SEBI Listing Regulations. Further details on Audit Committee are given in Corporate Governance Report forming part of this Report.

DIRECTOR RETIRED BY ROTATION:

In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Sagar Mansukhbhai Thanki (DIN:08281489), Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Regulation 16 of SEBI (LODR), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI (LODR), Regulations 2015.

In the opinion of the Board, the Independent Directors possess requisite integrity, expertise, experience (including proficiency) and fulfil the conditions specified under the Act and SEBI Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(8) read with Schedule IV of the Act and Regulations 25(3) & 25(4) of the SEBI Listing Regulations, meeting of the Independent Directors was held on February 13, 2026 without the presence of Non-Independent Directors and Members of the Management.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

The Company has a Familiarization Programme which provides orientation at the time of the appointment of Independent Directors which covers their role and responsibilities, overview of the industry, operations, and business model of the Company. They are provided with copies of the Companys latest Annual Reports, relevant provisions of the SEBI (LODR), Regulations, 2015, the Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider Trading regulations and other internal policies to help them get a broad view of the Companys procedures and practices.

During the Financial Year 2025-26, the Company had conducted a Familiarization Programme for imparting training to its existing Independent Directors on February 13, 2026.

The detail of the familiarisation policy and the programme is available on the website of the Company at weblink www.secmark.in.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 stipulate the evaluation of the performance of the Board, its Committees, Individual Directors.

During the year, the Board of Directors has carried out an annual evaluation of its own performance and individual Directors pursuant to a guidance note dated January 5, 2017 released by Securities and Exchange Board of India (SEBI) on the evaluation of the Board of Directors of a listed Company (Guidance Note). The performance of the Board and individual Directors was evaluated by the Board in its Board Meeting held on February 13, 2026 after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. In a separate meeting of Independent Directors held on February 13, 2026, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non- Executive Directors.

DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES:

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company as per the provisions of Section 67 of the Act. Hence, no disclosure required to be provided.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE:

The Company has three (3) subsidiary companies, namely, Markets On Clouds Private Limited (CIN - U72200MH2016PTC274733), Sutra Software Services Private Limited (CIN - U72900MH2022PTC391704) and SecMark Financial Aggregation Private Limited (CIN - U64990MH2026PTC473418). The SecMark Financial Aggregation Private Limited (CIN - U64990MH2026PTC473418) was incorporated on July 13, 2026, subsequent to the end of the financial year and, accordingly, no financial figures of the said subsidiary are included in Form AOC-1 for the financial year ended March 31, 2026. The statement containing salient features of the financial statements of the Subsidiary Companies in Form AOC-1 forms part of this Directors Report as Annexure – I.

The Company does not have any joint venture.

DISCLOSURE RELATED TO EMPLOYEE:

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure – II.

EMPLOYEE STOCK OPTION PLAN (ESOP):

Your Company has granted stock options to its employees under the existing scheme, SecMark Employee Stock Scheme 2019 (hereinafter referred as Scheme 2019). The Scheme 2019 is in compliance with the Act and there has been no material changes to Scheme 2019 during the financial year 2025-26.

The summary information of Scheme 2019 of the Company is provided under Notes to Accounts under Standalone Financial Statements of the Annual Report.

No employee was granted options/ shares under ESOP Scheme 2019, during the year, equal to or exceeding 1% of the issued capital.

Other details of ESOP Scheme 2019 for FY 2025-26 are available on its website www.secmark.in and is available through the webpage https://www.secmark.in/financials.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

The Company is in the business of offering technology, consulting, outsourcing and auditing services and as such, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy like using power only to the extent necessary and switching off power when not needed. The particulars relating to the Conservation of Energy, Technology Absorption as per Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as below:

A. Conservation of energy-

i. the steps taken or impact on conservation of energy: NIL

ii. the steps taken by the Company for utilizing alternate sources of energy: NIL

iii. the capital investment on energy conservation equipment: NIL

B. Technology absorption-

i. Your Company is a Technology Company and leverages technologies at its best. It provides back-office software application to more than 300 financial market participants including several market leaders in the institutional, retail, proprietary, algorithmic trading. Your Company is flagship backoffice solution, i-Beats, has been migrated from .net 4.5 to .net 4.8. Thus, enhancing its speed and capabilities to a great extent.

ii. Your Company has developed an Anti-Money Laundering software solution named AML Sutra on the same technology as its i-Beats platform. Your Company is pleased to share that few very large clients have already been on boarded on this product.

iii. Your Companys compliance solution, Compliance Sutra has been well received by the market participants. It is a pleasure to share that many leading market participants have gone ahead implementing this solution.

iv. Your Companys E-KYC solution, smartKYC.in has also on boarded multiple clients in the financial year.

v. There is a business growth in all products which has resulted in 7.95% growth in top line compared to earlier financial year.

vi. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):- Not applicable

vii. The expenditure incurred on Research and Development: Not applicable

COMMITTEES OF THE BOARD:

Your Company has required Committees (Audit Committee, Stakeholder Relationship Committee and Nomination and Remuneration Committee as required under the provisions of the Act & rules framed there under and SEBI (LODR), Regulation 2015.

SECRETARIAL STANDARD COMPLIANCES:

During the year 2025-26, the Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Act, the Board of Directors hereby confirms that:

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

b) The Directors 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 March 31, 2026 and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

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

AUDITORS AND AUDITORS REPORT:

D Kothary and Co, Chartered Accountants (FRN No: 105335W) were re-appointed by the members at the Annual General Meeting held on September 27, 2024 for another period of five years till the conclusion of the AGM to be held in the year 2029. In terms of Section 139 of the Act, as amended by the Companies (Amendment) Act, 2017 notified on May 07, 2018, appointment of Auditors need not be ratified at every Annual General Meeting.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDIT:

The provisions of Section 148(1) of the Companies Act, 2013, read with Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, regarding the maintenance of cost records, are not applicable to the Company for the financial year under review.

SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed K.P. Ghelani & Associates, Practising Company Secretaries to undertake Secretarial Audit of the Company for the financial year ended March 31, 2026.

The Secretarial Audit Report in Form MR-3 dated August 05, 2026 for the financial year under review, as received from K.P. Ghelani & Associates, Company Secretaries is attached as an Annexure-III to the Directors Report.

There are no qualifications or adverse remarks in the Secretarial Audit Report.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY/SECRETARIAL AUDITORS:

There are no qualifications, reservations or adverse remarks made by statutory or secretarial auditor in their report for the financial year ended March 31, 2026.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board of Company under Section 143(12) of the Act and Rules framed there under.

DISCLOSURE OF COMMISSION;

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Executive Director were disqualified from receipt of any remuneration or commission from holding or subsidiary Company.

DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified u/s 164(2) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

In pursuance of Section 186 of the Act, the Company has not made any additional investment in financial year ended March 31, 2026. The Company had made an investment of Rs. 1,00,000/-(Rupees One lakh Only) in both its wholly owned subsidiary, Sutra Software Services Pvt. Ltd. and Markets On Cloud Private Limited respectively. Further, during the year under review, Company has not given any loans or guarantees under the aforementioned section. Attention to the members is drawn to Note No. 5 to the Standalone Financial Statements which sets out detail of investments.

ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company is committed to continuously take further steps to provide a safe and healthy environment.

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188 (1) OF THE ACT:

During the year under review, all the contracts or arrangements or transactions by the Company with its subsidiaries, and its related party(ies) were in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of the Companies Act,2013 read with Regulation 23 of the SEBI (LODR) Regulations,2015. Further, the Company has not entered any contract or arrangement or transaction with the related parties which were not on an arms length basis or could be considered material in accordance with the policy of the company on Related Party Transactions Policy. Given that the Company does not have anything to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2, the same is not provided. The attention of members is drawn to Note No. 34 to the Standalone Financial Statements which sets out related party disclosure. The Related Party Transaction (RPT) Policy as approved by the Audit Committee and the Board, is available on the website of the Company:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the SEBI (LODR), Regulations, 2015, the Managements Discussion and Analysis is set out in this Directors Report. Managements Discussion and Analysis Report provides details of the overall industry structure, developments, performance and state of affairs of the Companys various businesses.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company for the Financial Year 2025-26 are prepared in compliance with Section 129 (3) of the Act read with the aforesaid Rules, SEBI (LODR), Regulations, 2015 and in compliance with the applicable provisions of the Accounting Standards. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company and subsidiary companies as approved by their respective Board of Directors.

A statement containing the salient features of the Financial Statements of Subsidiary Companies in the prescribed format AOC-1 is annexed herewith as Annexure-I to the Directors Report.

DEPOSITS:

During the year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2026 falling within the meaning of Section 73 of the Act and the Companies (Acceptance or Deposits) Rules, 2014.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by / against the Company under Insolvency and Bankruptcy Code, 2016.

DOWNSTREAM INVESTMENT

The Company has not made any downstream investment during the year. Accordingly, the provisions of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 relating to downstream investment are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The total foreign exchange earnings of the Company during the year was Rs. 2.22 lakhs and there is Nil outflow of foreign exchange in previous year.

The information on Foreign Exchange - Earnings and Outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, are provided below:

(Amount in lakhs)

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility ("CSR") are applicable to the Company, as the net profit before tax of the Company for the immediately preceding financial year, i.e. FY 2024–25, exceeded Rs. 5,00,00,000 (Rupees Five Crores).

Accordingly, the Company is required to spend, in every financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of its CSR Policy.

However, since the average net profits of the Company for the three immediately preceding financial years are not positive, no amount is required to be spent towards CSR during FY 2025–26.

Further, since the amount required to be spent by the Company towards CSR does not exceed Rs. 50,00,000 (Rupees Fifty Lakhs), the requirement to constitute a separate CSR Committee, in accordance with Section 135(9) of the Companies Act, 2013, is not applicable to the Company. Accordingly, the functions of the CSR Committee are being discharged by the Board of Directors of the Company.

MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT:

As on the date of Directors Report, there are no material changes from the end of Financial Year till the date of signing the Directors report.

SIGNIFICANT AND MATERIAL CHANGES IN THE YEAR 2025-26:

As on the date of this Report, there have been no significant and material changes in the nature of business of the Company from the end of the financial year till the date of this Report, except that the Company incorporated a wholly owned subsidiary, namely, SecMark Financial Aggregation Private Limited, on July 13, 2026.

REVISION OF FINANCIAL STATEMENT:

According to section 131(1) of the Act, Company has not revised the financial statement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATION:

The Company has not received any significant and material orders passed by Regulators, Courts or Tribunals during the year, which may impact the going concern status of the Company or will have any bearing on Companys operations in future.

NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations, 2015, the Company has a Board approved Nomination and Remuneration Charter and a Remuneration Policy. Companys policy on Remuneration is available on the website of the Company at weblink www.secmark.in/code-and-policies

WHISTLE BLOWER AND VIGIL MECHANISM:

In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism for the Directors and employees. The Whistle Blower Policy is framed for carrying out investigation, to conduct the enquiry in fair and unbiased manner, to ensure that complete fact-finding exercise has been undertaken and provide a channel to the Directors and employees to report genuine concerns or suspected fraud.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed or reported pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34 of SEBI (LODR), Regulations, 2015, the Company is not required to provide a Business Responsibility and Sustainability Report for FY 2025-26 as it does not fall within the category of listed entities to which the Business Responsibility and Sustainability Report requirements under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 are applicable as it applies to top 1000 listed entities by market capitalisation.

CORPORATE GOVERNANCE:

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business and has complied with the Corporate Governance requirements as per SEBI Listing Regulations. Your Company has adopted high standards of Corporate Governance with very competent Board having diverse experience. A separate section on Corporate Governance stipulated under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report. A certificate from K.P. Ghelani & Associates, Company Secretaries, Secretarial Auditors of the Company dated August 11, 2026 confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulations, is appended as an Annexure IV to the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS:

In accordance with the provision of Section 134(5)(e) of the Act and as per the provisions of the SEBI (LODR), Regulations, 2015, the Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Such Internal Financial Controls were found to be adequate for a Company of this size. The controls are largely operating effectively since there has not been identification of any material weakness in the Company. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparations, reliable financial information. The Internal Auditors monitor and evaluate the effectiveness and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not paid any dividend since inception and accordingly the requirement of transfer of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013 do not apply.

CAUTIONARY STATEMENT:

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the market conditions and circumstances.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to thank Companys customers, shareholders, suppliers, bankers, business partners, associates, financial institutions and central and state governments for their consistent support and encouragement to the Company. Finally, your Directors would like to convey sincere appreciation to all the employees of the Company for their hard work, commitment and continued support during the year.