Sita Enterprises Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the Forty-Third Annual Report of the Company together with the Audited Financial Statements showing the financial position of the Company for the financial year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS

The financial and operational performance of the Company during the year under review is summarised below:

Particulars	For the year ended 31.03.2026	For the year ended 31.03.2025
	(Rs. in Lakhs)	(Rs. in Lakhs)
Gross Income	552.42	150.43
Total Expenses	27.04	26.31
Gross Operating Profit / Profit before Tax	525.38	124.12
Provision for Taxation	73.24	11.71
Profit after Tax	452.14	112.41
Other Comprehensive Income	Nil	Nil
Total Comprehensive Income for the year	452.14	112.41
Earnings per Equity Share (Basic and Diluted) (in Rs.)	15.07	3.75

2. TRANSFER TO RESERVES

An amount of Rs. Two Crore has been transferred from surplus balance in Statement of Profit and Loss to general reserve during the year. An amount of Rs. Ninety-One Lakh has been classified as special reserve as per RBI guidelines.

3. THE STATE OF THE COMPANYS AFFAIRS

The Company is a Non-Systemically Important Non-Deposit taking Non-Banking Financial Company registered with the Reserve Bank of India under the Reserve Bank of India Act, 1934, and is classified as an Investment and Credit Company (NBFC-ICC) in the Base Layer. The Company is engaged in the business of investment and finance.

The Companys financial performance during FY 2025-26 witnessed significant growth across key parameters.

During the year under review, the gross income of the Company increased to Rs. 552.42 Lakhs from Rs. 150.43 Lakhs in the previous financial year, and the profit after tax increased to Rs. 452.14 Lakhs from Rs. 112.41 Lakhs. The improvement in performance was principally attributable to the net gain on fair value changes of investments and investment property amounting to 474.01 lakhs during the year.

4. SHARE CAPITAL

During the financial year under review, there was no change in the share capital of the Company. As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The

Issued, Subscribed and Paid-up Share Capital of the Company comprised 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each, aggregating to Rs. 3,00,00,000/- (Rupees Three Crore Only).

5. DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31st March, 2026. 6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY During the year, Company did not undergo any change in the nature of its business.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Act, the dividends that are unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). Shares on which the dividend remains unclaimed for seven consecutive years shall also be transferred to IEPF. During the financial year under review, there were no amounts required to be transferred to the Unpaid Dividend Account pursuant to Section 124 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Directors Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Board of Directors of the Company.

10. INTERNAL CONTROL SYSTEM

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

It is your companys belief that its primary goal is to fulfil responsibility towards all its constituents i.e., shareholders, customers, government, regulatory bodies, etc. The company maintains fair and ethical practices in its dealings as part of its social responsibility. Further provisions of section 135 of the act and submission of corporate governance report are not applicable to the company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investments made and loans has been disclosed in the financial statements. Also the Company has not given any guarantee during the year under review.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

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

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at https://www.sitaenterprises.com/disclosures-under-regulation-46-of-lodr.php

14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

15. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2025-2026. https://www.sitaenterprises.com/disclosures-under-regulation-46-of-lodr.php

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year under review, six (6) meetings of the Board of Directors of the Company were duly convened and held in compliance with the provisions of the Companies Act, 2013 and applicable Secretarial Standards.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, it is hereby confirmed that:

in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there has been no material departure;

the Directors have 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 as on March 31, 2026 and of the profit of the Company for the year ended on that date;

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

the Directors had prepared the annual accounts on a going concern basis;

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

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. 18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. 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, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The Nomination and Remuneration Committee of the Company has affirmed that the remuneration is as per the remuneration policy of the Company. The policy is available on the companys website: https://www.sitaenterprises.com/disclosures-under-regulation-46-of-lodr.php

20. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, the following changes occurred in the Directors and Key Managerial Personnel of the Company:

Mr. Vasantkumar Shantilal Vora resigned from the position of Chief Financial Officer (CFO) of the Company with effect from the close of business hours on 1st September, 2025.

Ms. Shwela Mehta resigned from the position of Company Secretary & Compliance Officer of the Company with effect from the close of business hours on 1st September, 2025.

Mr. Harsh Jitendra Gandhi (DIN: 10910559) was appointed as an Additional Director of the Company in the capacity of Executive Director.

Mr. Harsh Jitendra Gandhi was also appointed as Chief Financial Officer (CFO), a Key Managerial Personnel, with effect from 1st September, 2025.

Mr. Kirit Gordhandas Thakker (DIN: 10910537) was appointed as an Additional Director of the Company in the capacity of Executive Director, in accordance with the provisions of the Companies Act, 2013.

Ms. Anushree Rakesh Singh (DIN: 11235867) was appointed as an Additional Director of the Company in the capacity of Non-Executive Independent Director, in accordance with the provisions of the Companies Act, 2013.

Ms. Monika Jain (Membership No. A55705) was appointed as Company Secretary & Compliance Officer of the Company with effect from 1st September, 2025.

Change in Management and Transfer of Control

Pursuant to the change in management of the Company in terms of the Share Purchase Agreement dated December 24, 2024, the following changes took place:

Mr. Sanju Ashok Tulsyan resigned as Director of the Company with effect from the close of business hours on 15th September, 2025.

Ms. Sneha Ashok Tulsyan resigned as Director of the Company with effect from the close of business hours on 15th September, 2025.

Mr. Ashok Tulsyan resigned as Whole-Time Director of the Company with effect from the conclusion of the Annual General Meeting held on 29th September, 2025.

21. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy https://www.sitaenterprises.com/disclosures-under-regulation-46-of-lodr.php for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner.

24. STATUTORY AUDITORS

M/s. Patel Shah & Joshi, Chartered Accountants, are the statutory auditors of the company. There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors in their Report on the financial statements for the period.

25. SECRETARIAL AUDITORS

Ms. Kala Agarwal, the secretarial auditors, has given a Secretarial Audit Report in form MR3 for the period. There are no qualifications, reservations or adverse remarks or disclaimers made by her in the Report. Further, the Secretarial Audit Report issued by Secretarial Auditor annexed herewith and forms part of this report as Annexure D.

25. INTERNAL AUDITORS

M/s. Anil Chomal & Associates, Chartered Accountants (Firm Registration No. 124161W) are the Internal auditors of the company. There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors in their Report on the financial statements for the period.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

i) Industry structure and development: The company is a Non- Systemically Important Non-Deposit taking Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934.The company is engaged in investments and finance.

ii) Opportunities & Threats: The Company is keeping a close watch on the developments and trends in industry for making investments and giving loans in accordance with its size of operations considering the possible threats including external ongoing factors.

iii) Segment-wise or product-wise performance: The Company operates only in the segment of finance and investment and as such there is no reportable segments wise or product wise performance.

iv) Outlook The Company being engaged in investment and finance business faces challenges and opportunities in the capital and finance market. The company has been able to achieve reasonable performance during the financial year 2025-2026. There are challenges in future for movements in rates of interest and volatility in stock market. The volatility in stock indices represents both an opportunity and challenge for the Company. The company continues to see movements in the market and uses periods of weakness as investment opportunities for long term.

v) Risks and concerns: The Company has exposure in shares, securities, properties, loans & advances and any adverse development in stock market and industry will have an impact on the Companys performance.

vi) Internal control systems and their adequacy: The Company has adequate internal control systems commensurate for its limited operations. The Company has appointed Internal Auditors to observe the Internal Controls, and to assess that the workflow of the organization is being done through the approved policies of the Company. The observations of internal auditors are considered by the Audit Committee of the Board.

vii) Financial & Operational performance The Financial and Operational performance during the year was as under: Rupees in Lakhs

Gross Income	552.42
Gross Operating Profit	525.38
Provision for Taxation	73.24
Profit After Tax	452.14

28. CORPORATE GOVERNANCE

The provisions relating to Corporate Governance, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year ended March 31, 2026.

29. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the Company: https://www.sitaenterprises.com/disclosures-under-regulation-46-of-lodr.php

30. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

31. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non- Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors carried out an annual evaluation of its own performance, of the Committees of the Board and of the individual directors including Independent Directors, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. Performance evaluation was carried out based on criteria evolved, as provided by the guidance note on board evaluation issued by Securities and Exchange Board of India, seeking inputs from the Directors individually and the Committees through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximizing strengths for further improvement. In a separate meeting of the Independent Directors, performance of the Chairman, non-independent directors and the Board was evaluated taking into account the views of the non-independent directors and the same was discussed in the Board meeting. Performance evaluation of independent directors is done by the entire Board of Directors (excluding the Directors being evaluated). The meeting details of the independent directors are provided in the Corporate Governance Report that forms part of this Report.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

34. COMMITTEES OF THE BOARD

There are currently 3 Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

35. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.

The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof Not Applicable.

36. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time.

The policies are available on the website of the Company at https://www.sitaenterprises.com/disclosures-under-regulation-46-of-lodr.php

37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

38. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximizing long-term value for shareholders.

39. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factor.

40. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

By Order of the Board of Directors
For Sita Enterprises Limited
Mr. Harsh Jitendra Gandhi
Executive Director & Chief Financial Officer	Registered Address: Office No. L019, Express
DIN: 10910559	Zone Mall, A Wing, Western Express Highway,
Date: 12th August 2026	Mumbai, Goregaon East, Maharashtra, India,
Place: Mumbai	400063.