Standard Capital Markets Ltd Directors Report

* Divestment of KRV Brooms Private Limited

Pursuant to the Board Resolution passed on March 31, 2026, the Company approved the divestment of its entire shareholding in KRV Brooms Private Limited. Accordingly, the Company entered into a Share Purchase Agreement dated April 4, 2026, with Standard Infracap Services Limited, a group company, for the sale of its entire shareholding in KRV Brooms Phvate Limited.

Consequently, with effect from April 1, 2026, KRV Brooms Phvate Limited ceased to be a subsidiary of Standard Capital Markets Limited and was no longer part of the Companys subsidary structure. The aforesaid change took effect subsequent to the close of the financial year ended March 31, 2026.

5. DIVIDEND

No dividend was declared or paid on the equity shares of the Company during the Financial Year 2025-26.

Further, the Board of Directors has not recommended any dividend for the Financial Year 2025-26, considering the Companys business plans, capital requirements, growth opportunities and the need to conserve resources

6. AMOUNT PROPOSED TO BE CARRIED TO RESERVE

The Company has transferred the requisite amount to the Reserve Fund Account in accordance with the provisions of Section 45-1C of the Reserve Bank of India Act, 1934.

The details of the amount transferred to the Reserve Fund during the Financial Year 2025-26 are disclosed in the Financial Statements of the Company for the year ended March 31,2026, forming part of this Annual Report.

7. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount to the Investor Education and Protection Fund

(IEPF) pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

8. OPERATIONS AND CHANGE MANAGEMENT

Operations: Operations continue to form the backbone of the Companys internal processes and external service delivery. During the Financial Year 2025-26, the Company continued to focus on strengthening its operational capabilities, improving process efficiency and enhancing the quality and timeliness of services provided to its stakeholders.

The Companys operations are managed from its Registered Office at Delhi, with a focus on maintaining effective coordination among various functions and ensuring smooth execution of business activities. The Company endeavours to adopt a stakeholder-centric and responsive approach to its operations while continuously improving efficiency, productivity and service delivery standards.

During the year under review, the Company continued to undertake initiatives aimed at strengthening its operational framework and supporting the expansion of its business activities. The operational functions supported the implementation of new business initiatives, enhancement of existing processes and effective coordination across various departments.

The Company remains committed to maintaining a robust operational framework capable of supporting its business growth while ensuring effective risk management, regulatory compliance and consistent service delivery.

Change in Registered Office: During the Financial Year 2025-26, the Company shifted its Registered Office from G-17, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, New Delhi - 110034, to Unit No. 226, 2nd Floor, D Mall, Plot No. A-1, Netaji Subhash Place, Pitampura, Delhi -110034.

The change in the Registered Office was undertaken with a view to improving administrative efficiency, operational effectiveness and coordination of the Companys business activities. The new premises provide an appropriate infrastructure for supporting the Companys growing operational and administrative requirements.

The transition to the new Registered Office was carried out in an orderly and seamless manner, with appropriate measures taken to ensure continuity of business operations. The change did not adversely affect the Companys business activities, customer servicing, regulatory compliances or stakeholder communication.

The Company remains focused on strengthening its operational infrastructure and administrative processes to support its future growth plans and to ensure efficient and uninterrupted service delivery to all stakeholders.

9. COMPLIANCE WITH RBI GUIDELINES

The Company is registered with the Reserve Bank of India {"RBI") as a Non-Deposit Accepting Non-Banking Financial Company {"NBFC")

and continues to comply with the applicable provisions of the Reserve Bank of India Act, 1934, the Companies Act, 2013, and the applicable rules, regulations, circulars, directions and guidelines issued by the RBI from time to time.

During the Financial Year 2025-26, the Company did not accept or invite any public deposits and accordingly, no public deposits were outstanding during the year under review. The Company has conducted its business in accordance with the regulatory framework applicable to Non-Deposit Accepting NBFCs.

The Company continues to maintain appropriate systems, policies and internal controls to ensure compliance with the applicable RBI directions and regulatory requirements. The Board of Directors and the management periodically review the Companys compliance position and take necessary measures to ensure adherence to the prescribed norms.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of the Company comprised Executive, Non-Executive and independent Directors with an appropriate mix of knowledge, skills, experience and expertise required for effective governance and oversight of the Companys affairs.

The composition of the Board and the Key Managerial Personnel ("KMP") of the Company as on March 31,2026, was as follows:

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR 2025-26.

DIRECTORS AND KEY MANAGERIAL PERSONNEL {KMP)

A. Change in Directors and KMP during the financial year 2025-26

During the Financial Year 2025-26, there was no change in the composition of the Board of Directors or the Key Managerial Personnel ("KMP") of the Company. The existing Directors and KMP continued to hold their respective positions during the year, except for the changes in the position of Chairperson as mentioned below.

On December 18, 2025, Mr. Ram Gopal Jindal resigned from the position of Chairperson of the Company due to his unwillingness to continue in such capacity. However, he continued to remain associated with the Company in his existing capacity as Managing Director.

Consequent upon the aforesaid change, the Board of Directors appointed Mr. Gaurav Jindal as the Chairperson of the Company with effect from December 18, 2025. The aforesaid change was limited to the position of Chairperson and did not result in any change in the composition of the Board of Directors or the Key Managerial Personnel of the Company.

Subsequently, Mr. Gaurav Jindal resigned from the position of Chairperson with effect from March 31, 2026, owing to his pre-occupation with other professional commitments. In recognition of his valuable experience, guidance and contribution to the Company, the Board appointed him as Advisor to the Board with effect from March 31,2026.

The aforesaid changes were duly considered and approved by the Board of Directors.

B) RETIRE BY ROTATION

Pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, the following Directors were liable to retire by rotation at the 38th Annual General Meeting of the Company held on September 30, 2025. Being eligible, they offered themselves for re-appointment:

Executive Directors

Mr. Ram Gopal Jindal (DIN: 06583160):

Mr. Ram Gopal Jindal, Managing Director of the Company, was liable to retire by rotation at the 38th Annual General Meeting held on September 30, 2025. Being eligible, he offered himself for re-appointment and was duly re-appointed as a Director of the Company.

Mrs. Anshita Sharma (DIN: 0976011):

Mrs. Anshita Sharma, Executive Director of the Company, was liable to retire by rotation at the 38th Annual General Meeting held on September 30,

2025. Being eligible, she offered herself for re-appointment and was duly re-appointed as a Director of the Company.

C) WOMAN DIRECTOR

In accordance with the provisions of Section 149 of the Companies Act, 2013, read with the applicable rules and regulations, the Company is required to have at least one woman director on its Board, wherever applicable.

The Company has Mrs. Anshita Sharma serving as a Woman Director on the Board. Accordingly, the Company complies with the applicable statutory requirement relating to the appointment of a woman director.

D) DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received declarations from its Independent Directors, namely Mrs. Divya Kwatra, Mrs. Chhavi Dixit, Mrs. Ayushi Sikka and Mr. Akshay Sexena, confirming their independence as on 11 th April, 2025.

The Independent Directors have confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that they are not disqualified from continuing their appointment as Independent Directors of the Company.

The Company has received the requisite annual declarations/confirmations from all the aforesaid Independent Directors. Based on the declarations received and other relevant information, the Board of Directors is of the view that the Independent Directors fulfil the criteria of independence as specified under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations and that they are independent of the management of the Company.

The Company has also noted that the names of all the Independent Directors of the Company have been included in the databank maintained by the Indian Institute of Corporate Affairs (IICA), Manesar. Accordingly, all the Independent Directors of the Company have registered themselves with the IICA in compliance with Section 150 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

11. RESPONSE TO AUDITORS REMARKS

There is no qualification, reservation, adverse remark or disclaimer made by M/s Krishan Rakesh & Co, Chartered Accountant, Statutory Auditor of the Company and M/S. Virender Kumar & Associates, Company Secretaries, Secretarial Auditor of the Company in their Report for the financial year 2025- 26.

12. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent

so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2026 and of the profit of

the company for the same period;

c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

e. They had laid down internal financial controls in the company that are adequate and were operating effectively.

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

effectively.

13. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS Pecuniary relationship/transaction with non-executive directors

During FY 2025-26, there were no pecuniary relationship/transactions of any non-executive directors with the Company, other than receiving remuneration as directors.

Criteria of making payments to non-executive directors

Details of Remuneration of directors

Managing Director

During the year, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the applicable provisions of the Companies Act, 2013 read with Schedule V thereto, the Board of Directors approved the revision in the remuneration of Mr. Ram Gopal Jindal (DIN: 06583160), Managing Director of the Company, by reducing his monthly remuneration from ^A5,00,000/- (Rupees Five Lakh Only) to 71,00,000/- (Rupees One Lakh Only) with effect from 1 st February, 2026, for the remaining tenure of his appointment. The said revision was made at the voluntary request of Mr. Ram Gopal Jindal in the larger interest of the Company and its shareholders. The Board places on record its sincere appreciation for his commitment and selfless gesture towards safeguarding the long-term interests of the Company.

Mr. Ram Gopal Jindal continues to serve as the Managing Director of the Company for a term of five years ending on 29th September, 2027.

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Nomination and Remuneration Policy on the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy, inter alia, lays down the criteria for determining qualifications, positive attributes, independence of Directors and other matters specified under Section 178(3) of the Companies Act, 2013.The Objective of the Policy is to ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof in respect of Directors/employees of your Company is given in Annexure II to this report.

The Directors affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

14. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the financial year ended 31 st March, 2026, there was no change in the principal nature of business activities of the Company. However, during the year under review, the Company expanded its business activities by undertaking the acquisition/purchase of stressed assets, inline with its business objectives and applicable regulatory framework.

The Company continues to carry on its principal business activities in accordance with its objects and the applicable provisions of the Companies Act, 2013 and regulatory guidelines.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company meets at regular intervals to consider and deliberate upon various business matters, review the performance of the Company and take strategic decisions in the best interests of the Company and its stakeholders.

During the financial year 2025-26, the Board of Directors met 13 (Thirteen) times on the following dates:

11th April 2025, 30th April 2025, 28th May 2025, 21st June 2025,1st August 2025, 21st August 2025, 5th September 2025,15th September 2025,

14th November 2025,18th December 2025, 21st January 2026,12th February 2026 and 31st March 2026.

The intervening gap between any two consecutive meetings did not exceed 120 days, as prescribed under the applicable provisions of the Companies Act, 2013, the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is responsible for providing effective stewardship and strategic direction to the Company. The Board regularly reviews and evaluates the strategic and operational performance of the Company, monitors financial performance, oversees compliance with applicable laws and regulations, provides guidance on policy formulation, assesses the risk appetite and reviews the overall internal control and risk management framework.

The Board also closely monitors the overall functioning of the Company with a view to promoting sustainable growth, safeguarding the interests of stakeholders, enhancing shareholder value and ensuring adherence to the principles of good corporate governance.

16. MEETING OF INDEPENDENT DIRECTORS

During the financial year 2025-26, one meeting of the Independent Directors of the Company was held on 26th March 2026, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. INFORMATION ON GENERAL BODY MEETINGS A. Details of the AGMs held during last three years:

B. Details of the EGMs held during last years:

C. Details of special resolution passed through Postal Ballot during last year

During the year, the Company has not passed any resolutions through postal ballot.

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

On an ongoing basis, the Company endeavours to keep the Board of Directors, including the Independent Directors, abreast of matters relating to the industry in which the Company operates, its business model, risk metrics and mitigation measures, applicable regulatory framework, information technology including cyber security, their roles, rights and responsibilities, and significant developments and updates relating to the Company and the Group.

The Independent Directors are familiarized with the nature of the Companys business, its operations, policies, procedures, regulatory environment and governance framework. At the time of their appointment, the Independent Directors are apprised of their roles and responsibilities through a formal Letter of Appointment.

The Company also provides necessary updates and briefings to the Independent Directors from time to time to enable them to effectively discharge their duties and responsibilities and contribute meaningfully to the deliberations of the Board.

19. COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has constituted various Committees and delegated certain powers and responsibilities to them to enable effective oversight and focused deliberation on matters falling within their respective terms of reference. These Committees assist the Board in ensuring effective governance, compliance, risk management and oversight of the operations of the Company.

i. Audit Committee

Pursuant to the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and applicable RBI Regulations and Directions, the Company has constituted an Audit Committee with the requisite composition. The Audit Committee comprises a majority of Independent Directors, with the Chairperson being an Independent Director. All members of the Committee are Non-Executive Directors and possess the requisite financial literacy and knowledge of accounting and related financial management matters. The Board reviews the functioning of the Audit Committee from time to time to ensure its effective functioning and compliance with applicable statutory and regulatory requirements.

The Audit Committee is entrusted with the responsibility of overseeing the Companys financial reporting process, internal control systems and audit functions. The Committee, inter alia, performs the following functions:

* Overseeing the companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

* Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

* Approving payment to statutory auditors for any other services rendered by the statutory auditors;

* Approving initial or any subsequent modification of transactions of the company with related parties;

* Scrutinizing inter-corporate loans and investments

* Valuation of undertakings or assets of the company, wherever it is necessary;

* Monitoring the end use of funds raised through public offers and related matters;

* Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to;

* Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 134 of the Companies Act,2013;

* changes, if any, in accounting policies and practices along with reasons for the same;

* major accounting entries involving estimates based on the exercise of judgment by management;

* significant adjustments made in the financial statements arising out of audit findings;

* Compliance with listing and other legal requirements relating to financial statements;

* disclosure of any related party transactions; and

* Qualifications in the audit report;

* Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

* Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue,

etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

* Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

* Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the

official heading the department, reporting structure coverage and frequency of internal audit;

* Discussing with the internal auditors any significant findings and follow up there on;

* Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure

of internal control systems of a material nature and reporting the matter to the Board;

* Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

* Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

* Reviewing the functioning of the Whistle Blower mechanism, in case the same is existing;

* Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function)

after assessing the qualifications, experience and background, etc., of the candidate; and

* Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or contained in the equity listing agreements as and when amended from time to time.

Further, the Audit Committee shall mandatorily review the following:

* management discussion and analysis of financial condition and results of operations;

* management letters / letters of internal control weaknesses issued by the statutory auditors;

* internal audit reports relating to internal control weaknesses; and

* the appointment, removal and terms of remuneration of the chief internal auditor.

* statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1)

(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7)) Regulations, 2015 and the applicable directions issued by the Reserve Bank of

The Audit Committee on 31 st March 2026 is comprised of:

During the financial year 2025-26, 9 (Nine) meetings of the Audit Committee were held on 11th April 2025, 28th May 2025, 1st August 2025, 5th September 2025, 15th September 2025, 14th November 2025, 18th December 2025, 21st January 2026 and 26th March 2026.

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee ("NRC") has been constituted by the Company in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule ii of the SEB! (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Committee is, inter alia, entrusted with the responsibility of identifying and recommending persons who are qualified to be appointed as Directors, Key Managerial Personnel ("KMPs") and Senior Management Personnel; formulating criteria for determining the qualifications, positive attributes and independence of Directors; recommending to the Board the Nomination and Remuneration Policy; carrying out performance evaluation of the Board, its Committees and individual Directors; reviewing Board diversity; recommending remuneration payable to Directors, KMPs and Senior Management Personnel; and administering employee benefit and incentive schemes, including Employee Stock Option Schemes, wherever applicable.

All recommendations made by the Nomination and Remuneration Committee during the year under review were duly considered and accepted by the Board of Directors.

Role

The role of Nomination and Remuneration/ Compensation Committee is as follows:

* Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the board a policy relating to the remuneration for directors, KMPs and other employees.

* Formulation of criteria for evaluation of Independent Directors and the Board.

* Devising a policy on Board diversity.

* Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

Role

The role of Nomination and Remuneration/ Compensation Committee is as follows:

* Whether to extend or continue the term of appointment of the independent director, based on the report of performance evaluation of independent directors.

The Objective of the Policy is to ensure that

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct, instances of leakage or suspected leakage of Unpublished Price Sensitive Information (UPSi), or any other misconduct.

The Policy provides adequate safeguards against victimisation of persons who avail themselves of the mechanism and ensures that no individual is subjected to unfair treatment for reporting genuine concerns in good faith. It also provides direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

During the financial year 2025-26, no whistle blower complaints were received by the Company.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material Orders passed by any Regulators or Courts or Tribunals against the Company impacting its going-concern status and operations in future.

23. FRAUDS REPORTED TO THE AUDIT COMMITTEE BY AUDITORS

During the financial year 2025-26, there were no instances of fraud reported by the Statutory Auditors to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

24. RELATED PARTY TRANSACTIONS DISCLOSURES

During the financial year 2025-26, all transactions entered into with related parties were in the ordinary course of business and on an arms length basis. The requisite prior approval of the Audit Committee was obtained for the related party transactions, wherever applicable, and the details of such transactions were placed before the Audit Committee for its review.

During the financial year under review, the Company also entered

into a material related party transaction. The requisite approval of the Members of the Company was obtained through a General Meeting, in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of transactions with related parties are disclosed in the Notes to the Financial Statements forming part of the Annual Report.

Since the transactions entered into with related parties during the year were in the ordinary course of business and on an arms length basis, the disclosure in Form AOC-2, as prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable and, accordingly, the same does not form part of this Report.

25. FAIR PRACTICES CODE

The Company has formulated and implemented a Fair Practices Code (FPC) in accordance with the applicable guidelines and directions issued by the Reserve Bank of India (RBI). The Fair Practices Code is reviewed periodically to ensure that it remains adequate, appropriate and aligned with the applicable regulatory requirements and the business practices of the Company.

The Fair Practices Code sets out the principles and practices to be followed by the Company while dealing with its customers and other stakeholders, with a view to ensuring fairness, transparency and responsible conduct in its business operations.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186.

The Company, being a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) and engaged in the business of providing loans and advances, is exempt from the applicability of the provisions of Section 186 of the Companies Act, 2013, to the extent provided under the applicable provisions of the Act.

Accordingly, the provisions of Section 186 of the Companies Act, 2013 relating to loans, guarantees, securities and investments made by the Company in the ordinary course of its business are not applicable to the Company. Therefore, the disclosures relating to loans, guarantees and securities as otherwise required under the said Section have not been separately provided in this Report.

The particulars of loans and investments made by the Company, wherever applicable, are disclosed in the Notes to the Financial Statements forming part of the Annual Report.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Corporate Social Responsibility ("CSR") forms an integral part of the Companys values and reflects its commitment towards contributing meaningfully to society and promoting sustainable and inclusive development.

During the financial year 2025-26, the Company undertook CSR initiatives with a focus on healthcare infrastructure and medical equipment, with the objective of promoting access to healthcare facilities and supporting the well-being of economically weaker sections of society.

During the year under review, the Company actively implemented its CSR initiative in collaboration with the Srikaya Foundation. Through this collaboration, the Company contributed towards providing healthcare infrastructure and medical equipment and promoting care and support for underprivileged and economically weaker sections of society.

The Company remains committed to undertaking meaningful CSR initiatives and enhancing their social impact in the years ahead.

The Board of Directors is responsible for overseeing the CSR activities of the Company. The Company has formulated and adopted a Corporate Social Responsibility Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

The details of the CSR initiatives undertaken by the Company during the financial year 2025-26, along with the prescribed disclosures under the applicable provisions of the Companies Act, 2013 and the rules made thereunder, are annexed to this Report as Annexure X.

28. AUDITORS OF THE COMPANY STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 35th Annual General Meeting (AGM) of the Company held on September 30, 2022, had appointed M/s Krishan Rakesh & Co, Chartered Accountant (Firm Registration No. 009088N) as Statutory Auditors of the Company for a period of five years to hold office until the conclusion of 40th AGM of the Company. The term of appointment of the statutory auditors expires at the conclusion of ensuing Annual General Meeting.

The Board of Directors, based on the recommendation of the audit committee, at its meeting held on 30th August 2022, has proposed the re-appointment of M/s Krishan Rakesh & Co. (Firm Registration No. 009088N) as Statutory Auditors of the Company for a second term of 5 years to hold office from the conclusion of 35th Annual General Meeting till the conclusion of 40th Annual General meeting and to fix their remuneration as Board Member mutual decided.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

There are no audit qualifications, reservations, adverse remarks or reporting of fraud in the Statutory Auditors Report given by M/s Krishan Rakesh & Co., Chartered Accountants (Firm Registration No. 009088N) Statutory Auditors of the Company for the financial year 2025-26. Further the notes on accounts are self-explanatory and therefore do not call for any further explanation.

The Auditors Report is enclosed with the Financial Statements in this Annual Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Virender Kumar & Associates, Practising Company Secretaries (ACS No. 67835; Certificate of Practice No. 25458), were appointed as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from Financial Year 2025-26 to Financial Year 2029-30, pursuant to the approval of the Members at the 38th Annual General Meeting of the Company held on September 30, 2025.

Accordingly, M/s. Virender Kumar & Associates, Practising Company Secretaries, have conducted the Secretarial Audit of the Company for the Financial Year 2025-26 and issued the Secretarial Audit Report in Form MR-3. The Secretarial Audit Report forms part of this Annual Report as Annexure IX.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. Verma Priyanka & Co., Chartered Accountants, New Delhi, resigned as the Internal Auditors of the Company with effect from December 18, 2025.

Consequent upon the aforesaid resignation and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on December 18, 2025, appointed M/s. J J Patel & Associates, Chartered Accountants (Firm Registration No. 133005W), as the Internal Auditors of the Company to conduct the internal audit for the Financial Year 2025-26.

The Internal Auditors conduct periodic internal audits to evaluate the adequacy and effectiveness of the Companys internal financial controls, internal control systems, risk management processes and governance framework. The Internal Audit Reports, along with the managements responses thereto, are periodically reviewed by the Audit Committee, which monitors the implementation of the recommendations and ensures continuous strengthening of the Companys internal control environment.

OTHER STATUTORY DISCLOSURES

* Details required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of remuneration of director to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report.

* The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable. Disclosures as per NBFC regulations have been made in this Annual Report.

* The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

* There is no change in the nature of business of the Company during FY2026.

* The securities of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

* The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principle of any of its debt securities.

* Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standards, namely Secretarial Standard-1 on Meetings of the Board of Directors (SS-1) and Secretarial Standard-2 on General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under the provisions of the Companies Act, 2013.

30. EXTRACT OF ANNUAL RETURN

31. FORMAL ANNUAL PERFORMANCE EVALUATION

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting.

The Chairperson of the Meeting/Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires.

In a separate meeting of Independent Directors held on March 26, 2026, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and

feedback, independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills, professional obligations, personal attributes etc. Further the evaluation of Chairperson of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairperson and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board, Committees and individual directors has to be made. The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all directors in their individual capacity will be evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.

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

The Company is committed to providing and maintaining a safe, secure and respectful work environment free from sexual harassment and discrimination. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder, the Company constituted an Internal Complaints Committee ("ICC") in January 2025, upon its employee strength exceeding ten (10) employees.

The composition of the Committee as on 31 st March 2026 was as follows:

The Internal Complaints Committee met once during the financial year 2025-26.

During the year under review, no complaint relating to sexual harassment was received by the Company under the provisions of the POSH Act. Consequently, no complaint was pending as on 31 st March, 2026.

In compliance with the provisions of the POSH Act and the rules framed thereunder, the Company has also submitted the Annual Report of the Internal Complaints Committee for the financial year 2025-26 to the Office of the District Magistrate, Central District, Government of NCT of Delhi, Rampura, Delhi -110035, within the prescribed timelines.

33. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. 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 the timely preparation of reliable financial information. The internal control system is supplemented by extensive internal audits, regular reviews by the management and standard policies and guidelines which ensure reliability of financial and all other records as required under Companies Act 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company. Further, the testing of the adequacy of internal financial controls over financial reporting has also been carried out independently by the Statutory Auditors as mandated under the provisions of the Act.

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The internal auditors have expressed their satisfaction about the adequacy of the control systems and the manner in which the Company is updating its systems and procedures to meet the challenging requirements of the business.

Significant audit observations and follow-up action thereon are reported by the internal Auditors to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.

34. RISK MANAGEMENT

The Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board time to time identifies the risks impacting the business and formulates strategies/policies aimed at risk mitigation as part of risk management. Further, a core team comprising of senior management identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the mitigation of risks identified in consultation with process owners.

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate

risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making, it has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

Risk Management Policy is available on the website of the Company

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges/risks faced by key operating Subsidiary Companies have been dealt with in detail in the Management Discussion and Analysis section forming part of this Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2025-26, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report and is annexed herewith as Annexure III.

36. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company places the highest importance on the adoption and maintenance of robust corporate governance practices and consistently endeavours to act in the best interests of ail its stakeholders.

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted and complied with the applicable corporate governance standards as prescribed under the said Regulations.

37. REPORT ON CORPORATE GOVERNANCE

This section read together with the information given in the Directors Report, the section on Management Discussion and Analysis and General Shareholder Information, constitute the compliance report on Corporate Governance for FY2025. The Company has been regularly submitting the quarterly corporate governance compliance report to the stock exchanges as required under regulation 27(2) of the SEBI Listing Regulations.

The Corporate Governance Report for the financial year 2025-26 is annexed to this Annual Report as Annexure-IV.

38. PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and its amendments, the Board has developed and implemented a Code of Conduct to regulate, monitor, and report trading by designated and other connected persons. Additionally, a Code of Practices and Procedures ensures the fair disclosure of Unpublished Price Sensitive Information (UPSI). The trading window is closed during the announcement of results and the occurrence of any material events, as specified in the code.

Furthermore, in compliance with Regulation 3 of the PIT Regulations, the Company maintains a structured digital database (SDD) using The PIT Archive Compliance Software. This system records the sharing of UPSI with various parties on a need-to-know basis for legitimate purposes, capturing all required information with date and time stamps.

39. STATEMENT ON OTHER COMPLIANCES

The directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. Further, the Company does not have any foreign exchange earnings and outgo.

41. DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013

The Company is not required to maintain cost records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the FY 2025-26. Hence the clause is not applicable to the Company.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

39. STATEMENT ON OTHER COMPLIANCES

The directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the Financial Year under review, there was no one-time settlement of loans availed from any Banks or Financial Institutions.

Accordingly, the requirement to disclose the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking the loan from Banks or Financial Institutions, along with the reasons thereof, is not applicable to the Company.

44. RBI GUIDELINES AND REGULATORY COMPLIANCE

The Company is registered with the Reserve Bank of India ("RBI") as a Non-Banking Financial Company - Middle Layer ("NBFC-ML") and

is governed by the applicable provisions of the Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, as amended from time to time and updated as on July 1, 2026 ("RBI SBR Directions"), together with other applicable directions, guidelines, circulars and regulatory instructions issued by the RBI from time to time.

The RBI SBR Directions provide a scale-based regulatory framework for NBFCs and classify NBFCs into the Base Layer, Middle Layer, Upper Layer and Top Layer, with regulatory requirements commensurate with the size, activities, complexity, interconnectedness and risk profile of the respective NBFC. The Company, being classified as an NBFC-Middle Layer, is subject to the regulatory requirements applicable to NBFC-ML entities.

During the Financial Year 2025-26, the Company continued to comply with the applicable regulatory and prudential requirements prescribed by the RBI. The key areas of compliance are as follows:

1. Capital Adequacy: The Company maintained a Capital to Risk- Weighted Assets Ratio ("CRAR") of 14.94% as at March 31, 2026.

The Company continues to monitor its capital position and is taking appropriate measures to strengthen its capital adequacy and ensure compliance with the applicable regulatory requirements prescribed by the Reserve Bank of India ("RBI) for NBFC-Middle Layer entities.

2. Income Recognition, Asset Classification and Provisioning:

The Company complied with the applicable RBI prudential norms relating to income recognition, asset classification and provisioning. Appropriate systems and processes have been established for credit appraisal, monitoring, collection and recovery to manage credit risk and maintain the quality of the Companys loan portfolio.

3. Asset Liability Management and Liquidity Risk Management:

The Company has an established Asset Liability Management ("ALM") framework and an Asset Liability Management Committee ("ALCO") to monitor and manage liquidity risk, maturity mismatches, interest rate risk and the overall asset- liability profile of the Company. The ALCO periodically reviews the liquidity position and maturity profile and recommends appropriate measures for effective liquidity and balance sheet management.

4. Risk Management: The Company has an appropriate Risk Management Framework commensurate with the nature, scale and complexity of its operations. The framework provides for identification, assessment, monitoring and mitigation of various risks, including credit, market, liquidity and operational risks.

5. Regulatory Compliance and Returns: The Company has complied with the applicable regulatory returns, statements, disclosures

and reporting requirements prescribed by the RBI from time to time. Appropriate systems and internal controls are in place to monitor regulatory compliances and ensure timely submission of applicable returns and information to the RBI.

6. Corporate Governance and Internal Controls: The Company continues to maintain appropriate corporate governance practices and internal control systems in accordance with the applicable provisions of the Companies Act, 2013, SEBI regulations and the RBI regulatory framework applicable to NBFC-Middle Layer entities. The Board of Directors and its Committees periodically review matters relating to regulatory compliance, risk management, internal controls and the financial and operational position of the Company.

7. Fair Practices and Customer Protection: The Company continues to comply with the applicable RBI guidelines relating to Fair Practices Code, customer protection and grievance redressal, and has appropriate mechanisms in place to ensure transparency and fair dealing with its customers and borrowers.

Based on the information and confirmations placed before it, the Board is of the opinion that the Company has complied with the applicable RBI directions, prudential norms and regulatory requirements governing NBFC-Middle Layer entities during the Financial Year 2025-26 and continues to maintain adequate systems, processes and internal controls to ensure ongoing compliance with the regulatory framework applicable to the Company.

47. OTHER INFORMATION

A. Issue of Equity Shares with differential rights

The Company has not issued any equity shares with differential rights, so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of Sweat Equity Shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of Employee Stock Options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees, so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

46. WEBSITE OF THE COMPANY

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere gratitude for the continued guidance, support and cooperation extended by the Reserve Bank of India, the Central Government, the Government of NCT of Delhi, the Registrar of Companies, Delhi, and other regulatory and statutory authorities.

The Board also expresses its sincere appreciation to the Independent Directors of the Company for their valuable contribution, strategic guidance, knowledge, experience and constructive advice, which have supported the Company in taking informed decisions and pursuing its business objectives. The Board places on record its appreciation for the continued support and cooperation extended by the Banks, Financial Institutionsand other business associates of the Company.

The Board acknowledges and appreciates the dedication, commitment and relentless efforts of the employees and the Management Team in contributing to the Companys performance and progress during the year, despite the challenging business environment.

The Board further places on record its sincere appreciation for the valuable services and professional guidance rendered by M/s. Krishan Rakesh & Co., Statutory Auditors, and M/s. Virender Kumar & Associates, Practising Company Secretaries, Secretarial Auditors, during the year under review.

The Board takes this opportunity to express its sincere thanks to all stakeholders, including shareholders, customers, vendors and other business associates, for their continued trust, confidence and support, which remain integral to the Companys sustained growth and progress.