Shardul Securities Ltd Directors Report

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Oct 23, 2026|03:50:05 PM

Shardul Securities Ltd Share Price directors Report

To,

The Members of Shardul Securities Ltd.

Your Directors are pleased to present the 41st (Forty First) Annual Report and the Audited Accounts for the financial year ended March 31, 2026.

1. Financial Results:

2025-2026 2024-2025
Profit/(Loss) before Depreciation (7673.84) 3070.19
Less: Depreciation 43.00 30.95
Profit/(Loss) before Taxation (7716.84) 3039.24
Less: Tax Expenses
Current tax

-

1435.00
Deferred Tax (1821.42) (417.48)
Adjustment of Current Tax Relating to Prior Years - (137.10)
Profit / (Loss) after Taxation (5895.42) 2158.82
Other Comprehensive Income 64.02 (15.06)
Total Comprehensive Income (5831.40) 2143.76

2. Dividend:

In view of loss incurred during the year, your directors do not recommend any dividend for the financial year ended March 31, 2026.

3. Transfer to Reserves:

Pursuant to RBI regulations, no transfer to the Statutory Reserve Fund was made for the financial year ended March 31, 2026, since the Company incurred a loss during the year.

4. Consolidated Financial Statements:

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

5. Share Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2026, is Rs. 17,49,84,330/- comprising of 8,74,92,165 equity shares of Rs. 2/- each. There is no change in the paid up equity share capital of the Company during financial year 2025-26.

6. Change In the nature of business:

The Company did not undergo any change in the nature of its business during financial year 2025-2026.

7. Material Changes and commitments affecting the financial position of your Company:

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

8. Management Discussions and Analysis Report:

Financial Performance:

The year under review witnessed one of the most turbulent and economically disruptive periods in recent global history. The world economy underwent severe stress owing to escalating geopolitical tensions and military conflicts involving some of the most powerful nations, particularly the United States of America, Israel and Iran. The continuing hostilities in the Gulf region substantially disturbed the established global economic order and adversely impacted international trade, energy markets and capital flows.

One of the gravest consequences of the conflict was the disruption of shipping movement through the Straits of Hormuz, one of the worlds most critical oil transit routes. The temporary closure and operational risks in this region virtually crippled g lobal shipping lines and caused acute shortages of crude oil, natural gas and petroleum products. Since India imports nearly 80% of

its crude oil requirements through Gulf-linked maritime channels, the disruption had a direct and significant impact on the Indian economy.

Simultaneously, the arbitrary increase in tariffs imposed by the United States adversely affected exporting nations across the world. Several countries retaliated with counter-tariffs on imports from the USA, resulting in heightened global trade tensions. Repeated threats of sanctions and tariff escalations created uncertainty in global trade settlements and disturbed exchange rate mechanisms across many economies.

The war-induced inflationary pressures also compelled several countries to tighten monetary policy. Japans unprecedented interest rate increases to combat inflation reflected the extent of economic disorder created by the geopolitical conflict. Rising borrowing costs and tightening liquidity conditions adversely affected global investment sentiment and industrial production.

Impact on the Indian Economy:

Despite severe external pressures, the Indian economy demonstrated considerable resilience, though not without strain. The country experienced substantial pressure on its petroleum reserves and foreign exchange outflows due to rising import costs. The Indian Rupee depreciated sharply and touched levels close to Rs. 98 per US Dollar during the peak of the crisis. Indias foreign exchange reserves reportedly declined from approximately USD 730 billion to nearly USD 670 billion owing to increased import bills and capital outflows.

To contain excessive foreign exchange outflows and stabilise the Rupee, the Government of India introduced additional levies of up to 15% on gold imports. Simultaneously, the Reserve Bank of India (RBI) implemented several monetary and regulatory measures, including:

• Curtailment of overnight exposure limits of banks,

• Tightening of norms governing overseas swap transactions,

• Enhanced monitoring of forex derivative exposures, and

• Liquidity management interventions to stabilise exchange markets.

Although the Indian economy remained under stress, economists estimated that the GDP growth rate could still be maintained in the range of approximately 6% to 6.2%, reflecting the inherent strength of domestic demand and government expenditure.

Encouragingly, towards the early part of the ensuing year, geopolitical tensions appeared to ease gradually. International crude oil prices, which had surged to nearly USD 128 per barrel during the peak of the conflict, corrected significantly to around USD 84 per barrel. A sustained decline and stabilisation in energy prices could potentially support global economic recovery and improve macroeconomic stability for importing nations such as India.

Inflation and Monetary Conditions

Retail inflation in India increased substantially due to the sharp rise in oil, gas and transportation costs. Elevated fuel prices had a cascading effect on logistics, food prices and manufacturing costs, thereby affecting household consumption and business profitability.

The Reserve Bank of India adopted a cautious monetary stance to balance inflation control with economic growth. The broad economic indicators during the year may be summarised as follows:

Economic Indicator Estimated Position
GDP Growth Rate 6.0% - 6.2%
CPI Inflation Approximately 4.5%
Fiscal Deficit 4.4% - 4.6% of GDP
Current Account Deficit 1.2% - 1.6% of GDP
Repo Rate Around 5.5%

Drivers of Economic Recovery

Economists and policy analysts are of the view that the following factors could support Indias return to stable long-term growth:

1. Strong domestic consumption demand,

2. Continued government infrastructure spending,

3. Expansion of the digital economy,

4. Manufacturing incentives under the Production Linked Incentive (PLI) Schemes,

5. Increased localisation of supply chains, and

6. Growth in renewable energy and technology sectors.

Impact on Indian Capital Markets

The Indian capital markets experienced extreme volatility throughout the year. The first quarter witnessed strong investor optimism and buoyant market conditions. However, subsequent quarters saw sharp corrections, culminating in substantial market declines during the final quarter of the year.

The principal reasons for the market corrections may be summarised as follows:

• Excessively high valuations following prolonged market rallies,

• Slower growth in corporate earnings,

• Diversion of global investment flows towards the United States technology and semiconductor sectors driven by the Artificial Intelligence (AI) boom,

• Rising crude oil prices arising from geopolitical tensions, and

• Large-scale withdrawal of Foreign Institutional Investments (FIIs).

According to reports published by Reuters, FIIs withdrew nearly USD 30 billion from Indian equity markets during periods of heightened stress and uncertainty. This resulted in substantial volatility across benchmark indices and weakened investor sentiment temporarily.

Overall Assessment of the Capital Markets

Despite heightened volatility and sharp corrections, the Indian stock market remained fundamentally resilient. The corrections were primarily triggered by external geopolitical developments rather than structural weaknesses within the Indian economy.

One of the most redeeming features during the period was the continued strength of domestic liquidity. Investments from domestic institutional investors (DIIs), mutual funds and retail investors provided stability and prevented deeper market disruptions.

Indias long-term economic growth story continues to remain intact due to:

• Strong demographic advantages,

• Expanding middle-class consumption,

• Rapid digital transformation,

• Infrastructure development,

• Stable banking systems, and

• Continued policy support for manufacturing and investment.

While short-term volatility may continue depending upon global geopolitical developments, India remains comparatively well- positioned among emerging economies to achieve sustained long-term growth once global economic conditions stabilise.

Your Companys performance:

Your company faced the above said tumultuous period with lots of patience and reshuffling of portfolios to avoid any major slips in revenues although due to market volatility, the valuations ended up with a book loss of about 60.8 crores as at the end of the year after achieving a record book profit close to 100 crores during the first quarter.

(i) Opportunities and Threats:

The cessation of war in the gulf must augur well for the economy and the fall in crude and gas prices should bring back some equilibrium in the markets that could help in positive growth in capital markets. The Govt is also keen to bring back foreign investors with certain incentives by opening up the market for individual NRI investors directly in the market with reduced restrictions and attractive incentives. The Govts efforts to augment foreign reserves through attractive NRI deposit schemes in banks is another factor that could help in bring stability in the rupee.

The Ukraine war is still persisting and the recalcitrance of Israel and Labanon to strike a truce could still be a vital factor that could adversely affect the world economy. The El Nino effect and the consequent monsoon effects could create uneasy economic situations and cause surprises in the ultimate assessment of the results in the Govt as well as Corporate sector.

The Tariffs sanctions by the USA which are highly arbitrary and volatile could also upset the world economies at any given time.

Hence a guarded approach is the need of the hour, and your company is closely monitoring the market trends and would take appropriate measures to hedge these market risks.

Segment-wise - Product-wise reporting:

The Company being NBFC is mainly engaged in the business of Investment & Finance Activities in India. All activities of the Company revolve around this main business, and as such, there are no separate reportable segments.

(ii) Outlook:

Your company has further tightened the monitoring and investment activities supported by adequate research and market studies to improve the qualitative aspects of the portfolio which should translate into proper hedging of risks associated with trading in capital markets. As a result your company looks forward to improve the valuations and earnings barring any geopolitical uncertainties like cross-border tariffs, wars and border skirmishes. The outlook looks good and your company is keen to ensure the shareholders interests are adequately protected and rewarded.

(iii) Risks and Concerns:

Your companys activities which are essentially in the capital market segments and the risk perception of our activity could be discerned as under:

Market Risk: Your Companys major investments are mostly in capital market instruments like shares, mutual funds and bonds and any volatility could erode the capital value of the investments. No doubt, your company would keep a close vigil on movement of prices and take appropriate steps to minimize this risk.

Interest risk: The changes in interest rates by RBI and Banks could result in fluctuations in prices and consequently the income of various investments and borrowings by the company may vary. Your company has put in measures to hedge this risk, but this cannot be eliminated totally.

Operation Risk: The stock market operations are fraught with certain risks associated with market judgments by operational executives and their decision-making process based on certain perceptions prevailing at any given time and these could change suddenly resulting in unexpected adverse positions.

(iv) Internal Financial Control Systems and their Adequacy:

Your company has in place adequate internal control measures. Your Company has re-constituted an Investment Committee and a Risk management committee which meet and review the companys investments every month and every quarter respectively. The committee consists of members with adequate experience in modern risk management techniques and periodically consults market experts on strategies for better assessment of risks. The investments are carefully shuffled and rotated to ensure that risks are mitigated from time to time to avoid any major pitfalls while ensuring optimization of earnings.

The investments are closely monitored from Indian macro and Structural context keeping in view the global markets and behaviour and impact of technological inventions and interventions. The macro domino effect favoring equities are studied and the segments poised for growth are carefully chosen for investments and these are periodically evaluated. Shuffling of stocks across midcap, small cap and large caps are done to maximize the asset value as your companys aim is to enhance the net asset value of the shareholders.

(v) Human Resources:

Your company has adequately trained professionals to manage the affairs of the company in the most prudent manner.

(vi) Details of significant changes in key financial ratios are given in Annexure 1 to the Board Report.

9. Subsidiaries:

Shriyam Broking Intermediary Limited and Shriyam Realtors Private Limited, wholly owned subsidiaries of the company, have shown adequate results this year.

Shriyam Broking Intermediary Limited : The Broking arm achieved a net income of Rs.9.74 crores this year as against Rs. 11.31 crores during the previous year. The current market scenario looks to augur well in the coming year, and it will be our endeavor to ensure that our performance improves on a sustained basis.

Shriyam Realtors Private Limited : The Company had very nominal transactions so far in view of the sluggish health of the real estate market.

A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, forms part of notes to Consolidated Financial statement.

10. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:

During the year under review no company has ceased to be its subsidiary. The Company doesnt have any joint ventures or associate company.

11. Directors:

In compliance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Devesh Chaturvedi, Non-Executive Non-Independent Director retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for Mr. Devesh Chaturvedi forms part of the Notice of the 41st AGM. The Board has recommended his re-appointment.

As on March 31, 2026, the Company has Seven Directors with an optimum combination of Executive and Non- Executive Directors including one Independent woman director. During the financial year there were below mentioned changes in Directors:

1. Mr. Gyanchand Pipara was appointed as an Independent Director of the Company for a term of 3 years with effect from 12th November 2025 and later resigned as an Independent Director of the Company with effect from 30th March 2026.

2. Ms. Anshu Agarwal was appointed as an Independent Director of the Company for a term of 3 years with effect from 20th December 2025.

3. Re-Appointment of Ms. Daya Bhalia as an Executive Director of the Company for a term of 3 months with effect from 14th November 2025 and later ceased to be the Executive Director of the Company due to completion of her tenure w.e.f. close of business hours on 13th February 2026.

4. Mr. Devesh Vasavada ceased as an Independent Director of the Company on Completion of his second term of five years, with effect from close of business hours on 4th February 2026.

Brief resume of the Director proposed to be reappointed, nature of his experience in specific functions and area and number of companies in which he hold membership/chairmanship of Board Committees as stipulated regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are provided in annexure to the notice.

12. Declarations by Independent Directors:

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the LODR and are not disqualified from continuing as Independent Directors of your Company.

13. Independent Directors Databank Registration:

Pursuant to a notification dated 22nd October 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the Company have registered themselves with online databank for Independent Directors maintained by Indian Institute of Corporate Affairs (IICA).

The Company has received declarations from all the Independent Directors of the Company confirming that they have registered their names in the Independent Directors databank maintained by Indian Institute of Corporate Affairs (IICA) as prescribed by MCA.

14. Familiarization Programs:

Your Company has familiarized the Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Policy for the Independent Directors is uploaded on the website of your Company. Details of Familiarization Programs imparted to Independent Directors are available on the Companys website and is accessible at

http://www.shardulsecurities.com/program%20for%20independent%20directors.htm

15. Code of Conduct:

Your Company has in place a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and senior management personnel of your Company have complied with the code as mentioned hereinabove.

The Directors and senior management personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31st March 2026. The said code is available on the website of your Company at http://www.shardulsecurities.com/code%20of%20ethics%20for%20directors.pdf

16. Key Managerial Personnel:

In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Devesh Chaturvedi- Non Executive Director and Chairman, Mr. R Sundaresan - Executive Director & Vice Chairman, Mr. Yogendra Chaturvedi - Executive Director, Mr. Viraf Katrak- Chief Executive Officer (CEO), Ms. Daya Bhalia -Company Secretary and Mr. Tarun Chaturvedi - Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) of your Company.

17. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The said policy is available on the website of your Company at

http://www.shardulsecurities.com/Remuneration%20Policy.pdf.

19. Number of Meetings of the Board:

Five Meetings of the Board of Directors were held during the year and the details of such meetings form part of the Corporate Governance Report.

20. Audit Committee:

The Audit Committee as on 31st March 2026 comprises of Independent Directors namely Mr. Vishnu Dutt (Chairman), Mr. Lalit Shah, Ms. Anshu Agarwal and Mr. Yogendra Chaturvedi as other member. All the recommendations made by the Audit Committee were accepted by the Board.

21. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2026 is available on the Companys website: http://www.shardulsecurities.com/abstract%20of%20annual%20return.htm

22. Taxation:

In opinion of Directors, the provision for Income Tax is made as per the provisions of the Income Tax Act, 1961.

23. Cash flow:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is appended with this report.

24. Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

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

b) that such accounting policies as mentioned in Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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 the annual financial statements have been prepared on a going-concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

25. Statutory Auditor and Auditors Report:

M/s Akkad Mehta & Co LLP, Chartered Accountants, (Firm Regn. No. 100259W) have conducted an audit for the financial year 2025-2026. The Auditors Report for financial year 2025-2026 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statement in this Annual Report.

The notes to the Financial Statement referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

26. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. D Maurya & Associates, Practicing Company Secretary to undertake Secretarial Audit of the Company. The Secretarial Audit Report is enclosed in Annexure 4 and forms an integral part of this Report. There is no secretarial audit qualification for the year under review. Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of Shriyam Broking Intermediary Ltd, a material subsidiary of the Company has also been annexed to the Directors Report as Annexure 4 (1).

27. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards i.e. SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings, respectively.

28. Internal Audit:

M/s Atul HMV & Associates LLP, Chartered Accountants, (Firm Reg. No. 124043W) appointed as an Internal auditor of the company to conduct the internal audit for the period beginning from 1st April 2025 to 31st March 2026.The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.

29. Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the Company have reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, which would require disclosure in this Report.

30. Significant and material orders passed by the regulators or courts:

There is no significant material orders passed by the Regulators / Courts which would impact on the going concern status of the Company and its future operations.

31. Corporate Governance:

Report on Corporate Governance stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. A certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed at the end of Corporate Governance Report.

32. Particulars of Loans, Guarantees or Investments by the Company:

Details of Loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

33. Public Deposits

The Company, being a Non-Banking Financial Company Systemically Important Non-Deposit taking, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

34. Related Party Transactions:

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arms length basis The details of the material RPTs entered into during the year as per the policy on RPTs approved by the Board have been reported in Form AOC-2, which is given in Annexure 3 to this Report.

Prior approval of the Audit Committee is obtained for Related Party Transactions ("RPTs") including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arms length. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

The details of transactions with related parties of the Company for the financial year under review, are given in notes to the Financial Statements, which form part of this Annual Report.

As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company. Web link of the same is: http://www.shardulsecurities.com/related%20partv%20transaction%20policv.pdf.

35. Whistle blower policy and vigil mechanism:

The Company has established a whistle blower policy and vigil mechanism for directors and employees to report about unethical behavior, actual or suspected fraud or violation of the companys code of conduct policy. The mechanism provides for adequate safeguards against victimization of directors and employees. None of the personnel have been denied access to the Audit Committee of the Board. The details of Whistle Blower Policy are available on the website of the Company. Web link of the same is: http://www.shardulsecurities.com/vigil%20mechanism%20policy.pdf.

36. Corporate Social Responsibility:

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 5 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

37. Internal Financial Control:

The Board of Directors of your Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

38. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. All employees (permanent, temporary, trainees) are covered under the policy. The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectable workplace. During the financial year 2025-2026 under review, no complaints were filed under POSH Act.

39. Other Statutory information:

a. Particulars of Employees:

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as Annexure 2.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.

b. Conservation of Energy, Technology Absorption and foreign Exchange earnings and outgo:

i) Provisions pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.

c. Deposits:

i) There are no deposits covered under Chapter V of the Act, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company neither hold any public deposits nor is accepting any deposits.

ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.

40. CEO/CFO Certification:

The Chief Executive Officer and Chief Financial Officer have issued a certificate pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companys affairs. The said certificate is anne xed as Annexure 6 and forms part of the Annual Report.

41. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:

During the financial year, no application was made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

42. Disclosure about the difference between the amount of the valuation executed 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 financial year ended 31st March 2026, The Company had not entered into any settlement with Banks and Financial Institutions and hence the said clause is not applicable.

43. Transfer to investor education and protection fund:

The Company has transferred to "Investor Education and Protection Fund" of the Central Government all unclaimed dividends up to the financial year 2017-18. Dividend declared after the financial year 2017-18 and remaining unpaid will be deposited with the above fund of the Government at the expiry of 7 years from the date of their transfer to unclaimed dividend account. Shareholders who have not encashed the dividend warrants, declared after this period are requested to encash their dividend warrants immediately.

Further, in terms of Section 124(6) of the Companies Act, 2013 read with Investor Education & Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereto and notification issued by the Ministry of Corporate Affairs from time to time, the Company has transferred during the year, the required number of shares in respect of which dividends have remained unclaimed for a period of seven consecutive years or more to the IEPF Account.

44. Maternity benefit provided by the company under Maternity Benefit Act 1961:

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

45. Acknowledgment:

Your directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.

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