Step Two Corporation Ltd Directors Report

Your Directors have pleasure in presenting the Thirty Second Annual Report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March, 2026.

FINANCIAL HIGHLIGHTS

The summarised financial results of the Company are given here under:

	Current Year (Rs. 00)	Previous Year (Rs. 00)
Profit before Interest, Depreciation & taxes	(2,24,038)	(2,294)
Less: Finance Charges	943	5,282
Profit / (Loss) before Depreciation & Taxes	(2,24,981)	(7,576)
Less: Depreciation	1,598	212
Profit/(Loss) Before Provision & Taxes	(2,26,579)	(7,788)
Exceptional Items	(25,022)	0
Current Tax	-	(11,420)
Add/(Less): Deferred Tax	(60,846)	(16,815)
Income Tax for the previous year	1,055	0
Profit/(Loss) after Tax	(1,91,810)	(2,393)
Transfer to Reserve Fund	0	0
Less: Excess Provision written back	0	0
Balance brought forward from last year	60,062	62,454
Balance Carried to Balance Sheet	(1,31,748)	60,062

COMPANY PERFORMANCE AND REVIEW OF BUSINESS OPERATIONS

During the year, the revenue from operations of your Company increased by 94% over the previous year. The Company has recorded a loss of Rs. 191 lacs for the financial year ended 31st March, 2026.

Your Directors are striving for increase in revenue of the Company and thereby increasing profitability.

DIVIDEND

With a view to conserving resources and building up reserves, your Directors do not recommend payment of Dividend for the year.

STATE OF COMPANY AFFAIRS

Your directors are hopeful that the performance of the Company will improve in the coming year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this report.

FUTURE OUTLOOK

The general business conditions affecting business are expected to remain stable and company is expected to perform well.

DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

No amount has been transferred to the Reserve Fund.

SHARE CAPITAL

As on 31st March, 2026, the Companys paid-up Equity Share Capital was Rs. 7,74,43,600/- comprising of 7,39,48,000 Equity Shares of Face Value of Rs. 10/- each and Rs. 34,95,600/- received on account of 8,04,800 forfeited shares. There was a preferential allotment of 31,47,500 equity shares of FV Rs. 10/- at a premium of Rs. 5/- per equity share, during the Financial Year ended 31st March, 2026. During the Financial Year 2025-2026, your Company has neither issued any convertible securities nor has granted any stock options or sweat equity. The Authorised Share Capital of the Company comprises 78,50,000 equity shares of Rs. 10/- each amounting to Rs. 7,85,00,000/-, as on 31st March, 2026.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company during the FY ended 31st March, 2026.

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2026, 6 Board Meetings were held on 09th April, 2025, 27th May, 2025, 12th August, 2025, 22nd August, 2025, 13th November, 2025, and 06th February, 2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

2025 27th May, 2025 12th August, 2025 22th August, Yes 2025 13th November, 2025 06th February, 2026 TOTAL 6 6 6 6

Attendance of directors at the Board Meetings [Whether attended (Yes/No)]:

Board Meeting Date	Mr. Anuj Agarwal (DIN-02984121)	Mr. Laxmikant Jajodia (DIN-00570216)	Mr. Anup Chattopadhyay (DIN-10042485)	Ms. Poonam Bathwal (DIN-10045592)
09th April, 2025	Yes	Yes	Yes	Yes
27th May, 2025	Yes	Yes	Yes	Yes
12th August, 2025	Yes	Yes	Yes	Yes
22th August, Yes 2025	Yes	Yes	Yes
13th November, 2025	Yes	Yes	Yes	Yes
06th February, 2026	Yes	Yes	Yes	Yes

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

STATUTORY AUDITORS

At the Annual General meeting held in 2023, the members had appointed M/s. M.K. Kothari & Associates, Chartered Accountants (Firm Reg. No. 0323929E) as the statutory auditors of the Company for a period of 3 years upto March 31, 2026 and therefore they continue to hold office.

Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. M.K. Kothari & Associates have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. M/s. M.K. Kothari & Associates have also confirmed that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations. M/s. M.K. Kothari & Associates is recommended to be re-appointed for a further period of 3 years at the ensuing Annual General Meeting.

STATUTORY AUDITORS REPOR

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the year under review.

STEP TWO CORPORATION LIMITED(CIN: L65991WB1994PLC066080)

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees during the year under review.

DIRECTORS AND KMP

Mr. Anuj Agarwal, Director of the Company, retires by rotation and being eligible offers himself for re-appointment. The Board recommends his reappointment at the ensuing Annual General Meeting.Ms. Poonam Bathwal is also the whole-time Company Secretary and Compliance Officer of the Company.Mr. Jaswinder Singh is the Chief Financial Officer (CFO) of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6).

ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3)(p) of the Companies Act, 2013.

SITUATION OF REGISTERED OFFICE OF THE COMPANY

The address of the registered office of the Company is "Avani Signature", 91A/1, Park Street, 7th Floor, Kolkata – 700016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Since the Company is a Non Banking Finance Company, the disclosure regarding particulars of loans given, guarantees given and security provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of every contract or arrangements entered into by the Company with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is annexed hereto and forms a part of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate. During the year, the Company has not entered into any Joint Venture.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March, 2026.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

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

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

PARTICULARS OF EMPLOYEES

Statement containing particulars of Top 10 employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure I forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The company has no activity relating to conservation of energy or technology absorption, details of which are required to be furnished in this report as per the provision of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014

FOREIGN EXCHANGE EARNING & OUTGO

There were no foreign exchange earning and outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)? and 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards, have been followed and there are no material departures from the same;

(ii) the Directors have 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 as at the end of the financial year and of the loss of the Company for that period;

(iii) the Directors have 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; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

(v) 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.

(vi) 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.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

REMUNERATION POLICY

Your Companys Remuneration Policy enumerates the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel on the basis of their qualifications, positive attributes and independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013.

BOARD DIVERSITY POLICY

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to attract and maintain a Board which has an appropriate mix of diversity, skills, experience and expertise. The Board composition as on the date of this report meets the above objective.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism which monitors through the Audit committee to take care of 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 concern. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/INFORMATION

The Companys Policy for determination of materiality of events/ information has been designed to promote transparency and ensures that the stakeholders are informed regarding the major and material events of the Company. The objective of this policy is to put in place a framework for disclosure of events and information to the stock exchanges, in line with the requirements prescribed under Regulation 30 of the Listing Regulations and to ensure that such information is disclosed to the Stock Exchanges in a timely and transparent manner.

CODE OF CONDUCT

Details of the Companys Code of Conduct for members of its Board and for Senior Management Personnel framed in terms of Regulation 17(5) of the Listing Regulations have been included in the Corporate Governance Report forming part of the Annual Report.

All Board members and Senior Management personnel have affirmed compliance with the code of conduct for FY 2025-2026. A declaration to this effect signed by the Whole-time Director of the Company is included in this Annual Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

With an aim to guard the interest of general investors, your Company has laid down a Code of Conduct to regulate, monitor and report trading by Designated Persons which is applicable to all the Promoters, Directors and such other persons defined as designated persons and to their immediate relatives as well.

Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. This Code lays down principles and practices to be followed by the Company with respect to adequate and timely disclosure of unpublished price sensitive information.

ANNUAL RETURN

The Annual Return as required under Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, is placed on the Companys website and is available on the weblink: http://www.steptwo.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled Corporate Governance has been included in this Annual Report, along with the Reports on Management Discussion and Analysis and General Shareholder Information.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31st March, 2026, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates, a firm of Company Secretaries in Practice (FCS No.6397, CP No.5184) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith. The same does not contain any qualification, reservation or adverse remark or disclaimer.

COMMITTEES OF BOARD OF DIRECTORS

The Board has four Committees mandatorily constituted in compliance with the requirements of Companies Act, 2013 and Listing Regulations. The Board has constituted following Committees to deal with matters and to monitor activities falling within their respective terms of reference:-

Mandatory Committees

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee

Details of composition of the above Committees, their terms of reference, number of meetings held during the year, attendance therein and other related aspects are provided in the Corporate Governance Report forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

During the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition & redressal of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made there under. The Company is not required to constitute an Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "POSH Act"), since it does not have 10 or more employees.

During the financial year 2025-26, the Company has not received any complaints of sexual harassment.

ACKNOWLEDGEMENTYour Directors wish to convey their gratitude to the Companys clients, Bankers, Business Associates, Shareholders, well wishers and employees, for their valued and timely support and advice to your company during the year & look forward to their continued support.

Regd. Office: "Avani Signature" 91A/1, Park Street 7th Floor, Kolkata - 700 016

Date: 25.05.2026

For and on behalf of the Board

Anuj AgarwalManaging DirectorDIN: 02984121

Anup ChattopadhyayDirectorDIN: 10042485