Toss The Coin Ltd Directors Report

to the Shareholders

The Directors have pleasure in submitting the Sixth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

(Rupees in Lakhs)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Total income	1,527.06	884.22
Less: Total expenditure	1,165.99	715.94
Less: Prior Period Item	—	—
Profit before tax	361.07	168.28
Current Tax	86.09	45.14
Deferred tax	4.56	(2.37)
Profit after tax	270.42	125.51

Narrative:

During the financial year (FY) 2025-2026, the company has achieved a total income of 1,527.06 lakhs as compared to 884.22 lakhs in the financial year 2024-2025. The profit before tax for 2025-2026 stood at 361.07 lakhs compared to 168.28 lakhs in the financial year 2024-2025. The profit after tax for 2025-2026 stood at 270.42 lakhs compared to 125.51 lakhs in the financial year 2024-2025.

Section 2: DIVIDEND AND RESERVES

In terms of Regulation 43A of the Listing Regulations the Board of the Company has adopted a Dividend Distribution Policy, which can be accessed on the website of the Company www.tossthe.co.in/assets/investor/2.%20Policies/4.%20Dividend%20Distribution%20Policy.pdf.

The Company had declared the interim dividends during the year:

S.No	Date	Description of Interim Dividend	Type of Meeting	Amount of Dividend (face value of Rs. 10/- each)
1	30.05.2025	(1st for FY 2025-26)	Board Meeting	Rs. 0.50/- per equity share
2	07.07.2025	(2nd for FY 2025-26)	Board Meeting	Rs. 2.50/- per equity share
3	09.03.2026	(3rd for FY 2025-26)	Board Meeting	Rs. 5/- per equity share

In view of the aforesaid interim dividends, the Board does not propose to recommend any final dividend for the year under review.

The details of unpaid dividends have been disclosed on the website of the Company as required under Section 124 of the Companies Act, 2013. Further the Company did not have any amounts due or outstanding as on the Balance Sheet date to be credited to the Investor Education and Protection Fund.and has recommended that the entire profits for the year be retained in the Profit and Loss Account.

Section 3: NATURE OF BUSINESS & CHANGE IN BUSINESS

The Company is carrying on the business as marketing consulting firm that offers go-to-market strategies to organizations of all sizes - from a startup to large corporations to equip them to go after their pursuits. There is no change in the nature of business during the year under review.

The Company has paid the Listing Fees for the financial year 2025-26.

Section 4: MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, 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.

Section 5: DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Section 6: DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have any subsidiary / joint venture / associate companies. Hence, the reporting under this clause is not applicable.

Section 7: DEPOSITS

The Company has not accepted nor renewed any deposits falling within the purview of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under the review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits covered under chapter V is not required to be given.

Section 8: AUDITORS AND THEIR REPORTS

a) Statutory Auditors:

The shareholders at their Fourth Annual General Meeting dated 14.06.2024 had approved the appointment of M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai, as the Statutory Auditors of the Company for a period of five years ie, from the conclusion of the Fourth AGM till the conclusion of the Ninth AGM of the Company to be held in the year 2029. The Statutory Auditors have confirmed their eligibility and qualification under Section 141 of the Companies Act, 2013 and rules framed there under for holding office as Statutory Auditors of the Company.

The Auditors Report does not contain any qualification, reservation, or adverse remark on the Financial Statements for the Financial Year ended 31.03.2026. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Chetan Bafna and Co, Practicing Company Secretaries, were appointed as the Secretarial Auditors to conduct the Secretarial Audit for the year under review. The Secretarial Audit report......pursuant to the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations for the year under review in prescribed Form MR-3 is annexed to this Report as "Annexure-A".

The observations made by the Secretarial Auditors in their report for the Financial Year ended 31.03.2026 and the reply given by the management have been annexed as Annexure-A to MR-3 and forms part of the Report.

Further the Board of Directors at their meeting dated 29.05.2026 had appointed M/s. Chetan Bafna and Co, Practicing Company Secretaries, as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2026-27.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Ashok Golechha & Co, Chartered Accountants, were appointed as the Internal Auditors to conduct the audit for the year under review.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures.

Further the Board of Directors at their meeting dated 29.05.2026 had appointed M/s. Ashok Golechha & Co, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27.

Section 9: SHARE CAPITAL

The paid-up equity share capital as on 31st March 2026 was Rs. 1,89,00,000/-. The Company has not issued Equity Shares, Sweat Equity Shares, Employee Stock Option and not called for Buy back of Shares during the current financial year.

Section 10: EXTRACT OF THE ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2026, will be made available on the Companys website and can be accessed at www.tossthe.co.in/investor.

Section 11: CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is committed to sustainable growth, and it recognizes energy conservation as a critical component of the environmental stewardship. The Companys efforts are aligned with national and global goals to reduce carbon emissions, improve energy efficiency, and promote sustainable operational practices.

The Company being into the business of Marketing Consultancy, over the past several years has significantly accelerated its organization-wide efforts in absorbing and deploying deep technologies with the help of applications such as Adobe Creative Cloud, Adobe Stock, Freepik, Shutterstock, Figma, Envato, Canva, SharePoint, Mid Journey etc.

Text (continuation of Section 11):

Details of foreign earnings and outgo during the year are as follows:

(Rupees in Lakhs)

Particulars	March 31, 2026	March 31, 2025
Expenditure in Foreign Currency	140.67	19.77
Earning in Foreign Exchange	1,253.90	524.44

Section 12: DIRECTORS

The Company is currently managed by the following Signatories:

S.No	Name	Designation
1	Mr. Narayanan Jayan	Chairman Managing Director
2	Mrs. Reshma Budhia	Whole Time Director cum CFO
3	Mr. Sudhanshu Budhia	Non Executive Director
4	Mr. Manish Kumar Gupta	Independent Director
5	Mr. Mohan Varghese Mathew	Independent Director
6	Mrs. Pooja Jain	Company Secretary (CS)

Mrs. Reshma Budhia (DIN 08893679), Whole Time Director cum CFO is liable to retire by rotation at the ensuing Annual General Meeting, being eligible offers herself for re-appointment.

Mr. Sudhanshu Budhia (DIN 07115984), Director is liable to retire by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment.

Necessary resolution for the re-appointment of Directors liable to retire by rotation is being placed for approval of the members at the AGM. The board recommends their re-appointment as Directors of the Company.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Section 13: MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report is attached as Annexure-B.

Section 14: NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Six Board Meetings were held during the Current Financial year and the gap between two meetings were not more than 120 days, the details of which are as follows:

Date	Mr. Narayanan Jayan	Mrs. Reshma Budhia	Mr. Sudhanshu Budhia	Mr. Manish Kumar Gupta	Mr. Mohan Varghese Mathew
25.04.2025	Present	Present	Present	Granted LOA	Present
30.05.2025	Present	Present	Present	Granted LOA	Granted LOA
07.07.2025	Present	Present	Present	Granted LOA	Present
16.08.2025	Present	Present	Present	Granted LOA	Granted LOA
13.11.2025	Present	Present	Present	Present	Present
09.03.2026	Present	Present	Present	Present	Present

Section 15: PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not advanced any loans, given any guarantees or made any investments under Sec 186 of Companies Act, 2013.

Section 16: PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SEC 188(1) COMPANIES ACT 2013

There were no contracts or arrangements with related parties referred to in sub-section (1) of Section 188. Hence, Form AOC-2 pursuant to the Companies (Accounts) Rules 2014 is not required to be enclosed.

The Company has adopted policy on Related Party Transactions and can be accessed on the Companys website at www.tossthe.co.in/assets/investor/2.%20Policies/7.%20Related%20Part%20Transaction%20Policy.pdf.

Section 17: PARTICULARS OF REMUNERATION TO DIRECTOR AND EMPLOYEES

The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Details of ratio of remuneration to each Director to the median employees remuneration and details of remuneration paid to employees is annexed to this report as "Annexure-C".

Section 18: RISK MANAGEMENT POLICY

The Company had identified certain business risks and also the measures for dealing with such risks which it faces in day to day operations of the Company. However the Company faces operational risks relating to people, process, legal environment and external factors, investment risk and regulatory risks. The Company manages these risks by prudently investing its funds, managing its people and complying with all the regulations. These risks are continuously reviewed and monitored by the management. The Board also reviews the risks and corrective actions and mitigation measures are taken as and when needed.

The Company has adopted a Risk Management policy and can be accessed on the Companys website at www.tossthe.co.in/assets/investor/2.%20Policies/8.%20Risk%20Management%20Policy.pdf

Section 19: DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Director report state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made for the same.
b) Appropriate accounting policies have been selected and applied consistently, and have 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 31st March 2026 and of the Profits of the Company for the year ended 31st March 2026.
c) Proper and sufficient care have been taken for 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.
d) The annual accounts have been prepared on a going concern basis.
e) 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.

Section 20: DECLARATION BY INDEPENDENT DIRECTORS

Both the Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down section 149(6) of the Companies Act, 2013. In the opinion of the board, the Independent Directors fulfill the conditions specified in the Act and the rules made there under for appointment as Independent Directors and confirm that they are independent of the management.

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgement of the Board may affect the independence of the Directors.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 05.03.2026. The Independent Directors at the meeting, inter alia, reviewed the following:

Text (continuation of Section 20):

1. Performance of Non-Independent Directors and Board as a whole.
2. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.
3. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
4. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. (Note: Item 4 is a duplicate of item 3 in the source document.)

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) towards the inclusion of their names in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

Section 21: COMMITTEES OF THE BOARD

Currently, in line with the statutory requirement, the Board has the following committees:

a) Audit Committee:

Composition:

The Committee as on 31st March 2026 comprised of the following Directors as its Members:

Name of the Director	Status in Committee
Mr. Manish Kumar Gupta	Chairman
Mr. Sudhanshu Budhia	Member
Mr. Mohan Varghese Mathew	Member

Terms of Reference:

The terms of reference of the Audit Committee interalia include the following:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;
5. Reviewing, with the management, the half yearly 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 (3) of Section 134 of the Companies Act, 2013;
• changes, if any, in accounting policies and practices and 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;
• modified opinion(s) in the draft audit report;

6. 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;
7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.
16. 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;
17. 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;

18. Discussion with 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;
19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.
20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
21. To review the functioning of the whistle blower mechanism;
22. 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;
23. Audit committee shall oversee the vigil mechanism.
24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.
25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;
b) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses; and
e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
f) Statement of deviations: Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Details of Meetings:

The Committee met five times during year under review, the details of meetings and attendance are as follows:

Date	Mr. Manish Kumar Gupta	Mr. Sudhanshu Budhia	Mr. Mohan Varghese Mathew
30.05.2025	Yes	Yes	Granted LOA
07.07.2025	Granted LOA	Yes	Yes
16.08.2025	Granted LOA	Yes	Yes
13.11.2025	Granted LOA	Yes	Yes
09.03.2026	Yes	Yes	Yes

g) Nomination and Remuneration Committee:

Composition:

The Committee as on 31st March 2026 comprised of the following Directors as its Members:

Name of the Director	Status in Committee
Mr. Manish Kumar Gupta	Chairman
Mr. Sudhanshu Budhia	Member
Mr. Mohan Varghese Mathew	Member

Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee interalia include the following:

• Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance;
• 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 performance of independent directors and the board of directors;
• Devising a policy on diversity of board of directors;

Text (continuation of Nomination and Remuneration Committee):

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
• Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights;
• Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;
• Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.
• Decide the amount of Commission payable to the Whole Time Directors;
• Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and
• To formulate and administer the Employee Stock Option Scheme.

The Committee met on 05.03.2026 and the details of attendance are as follows:

Date	Mr. Manish Kumar Gupta	Mr. Sudhanshu Budhia	Mr. Mohan Varghese Mathew
05.03.2026	Yes	Yes	Yes

h) Stakeholders Relationship Committee:

Composition:

The Committee as on 31st March 2026 comprised of the following Directors as its Members:

Name of the Director	Status in Committee
Mr. Manish Kumar Gupta	Chairman
Mr. Sudhanshu Budhia	Member
Mr. Mohan Varghese Mathew	Member

Text (continuation of Stakeholders Relationship Committee):

Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee interalia include the following:

• Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.
• Issue of duplicate certificates and new certificates on split / consolidation / renewal, etc.
• Review the process and mechanism of redressal of Shareholders / Investors grievance and suggest measures of improving the system of redressal of Shareholders / Investors grievances.
• Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest / dividend warrants, non-receipt of annual report and any other grievance / complaints with Company or any officer of the Company arising out in discharge of his duties.
• Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.
• Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.
• Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and
• Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Details of Meetings:

The Committee met four times during year under review, the details of meetings and attendance are as follows:

Date	Mr. Manish Kumar Gupta	Mr. Sudhanshu Budhia	Mr. Mohan Varghese Mathew
28.06.2025	Granted LOA	Yes	Yes
16.08.2025	Granted LOA	Yes	Yes
13.11.2025	Granted LOA	Yes	Yes
05.03.2026	Yes	Yes	Yes

Section 22: ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate system of internal financial controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company confirms that there are proper and adequate internal control systems and procedures commensurate with its size and nature of its business for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has not noticed any major weakness in the internal financial control procedures.

Section 23: BOARD EVALUATION

The Companies Act 2013 states that a formal annual evaluation needs to be made by the Board and Schedule IV of the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The performance of the Board was evaluated by the Board and after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information flow, frequency of meetings and functioning etc. The performance of the Committees was evaluated by the Board and after seeking inputs from the Committee Members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings. The Chairman was also evaluated on the key aspects of his role. In a separate Meeting of Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Section 24: MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 for the Company.

Section 25: VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at www.tossthe.co.in/assets/investor/2.%20Policies/9.%20Whistle%20Blower%20Policy.pdf.

Section 26: SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is dedicated to providing a healthy work environment to all employees, free from any form of prejudice or gender bias. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the applicable rules Company has implemented a gender-neutral Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ("POSH") and constituted an Internal Complaints Committee ("ICC"). The Company has also established a grievance procedure for protection against victimization.

The Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace is available on the website of the Company at www.tossthe.co.in/assets/investor/2.%20Policies/6.%20POSH%20Policy.pdf.

During the year under review, the Company had not received any compliant relating to sexual harassment at workplace.

Section 27: SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118(10) of the Act, the Company complies with all applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India ("ICSI").

Section 28: CODE FOR PREVENTION OF INSIDER TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place following policies / codes and the same are available in the website of the Company at www.tossthe.co.in/assets/investor/2.%20Policies/:

• Code of Conduct for Prevention of Insider Trading
• Fair Disclosure Policy
• Code Of Business Conduct & Ethics for Director & Senior Management Executives
• Policy on Determination of Materiality and Disclosure of Information

These policies lays down guidelines advising the management, Designated Persons and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the Company, and while handling any Unpublished Price Sensitive Information, cautioning them of the consequences of violations.

In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by the Company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information. Adequate training was provided to all employees on the compliance procedures provided in the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Declaration on Code of Conduct is annexed to this report as "Annexure-D".

Section 29: OTHER DISCLOSURES

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise;
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;
c) Raising of funds through preferential allotment or qualified institutions placement;
d) Instance of one-time settlement with any bank or financial institution;
e) Disclosures pertaining to Corporate Social Responsibility;
f) Proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Section 30: ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for all the guidance and co-operation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, and regulatory and government authorities. Your Directors also take this opportunity to thank all its shareholders and stakeholders for their continued support and all the employees for their valuable contribution and dedicated service, with whose help, cooperation and hard work the Company is able to achieve the results.

Signatures:

By Order of the Board of Directors

For M/s. Toss The Coin Limited

Place: Chennai

Date: 14.08.2026

-Sd-

Narayanan Jayan

Chairman cum Managing Director

DIN: 08893678

-Sd-

Reshma Budhia

Whole Time Director cum CFO

DIN: 08893679