Upsurge Investment & Finance Ltd Directors Report

For the financial year ended 31^st March, 2026

To

The Members,

The Directors are pleased to present their Thirty-Second Annual Report on the business and operations of Upsurge Investment and Finance Limited (‘the Company), together with the audited financial statements for the financial year ended March 31, 2026. The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS).

FINANCIAL PERFORMANCE

The summary of the Companys financial performance for F.Y. 2025-26 as compared to F.Y. 202425 is given below:

Particulars	Year Ended 31st March 2026	Year Ended 31st March 2025
Income from Operations	5,354.75	11,316.64
Other Income	169.96	50.66
Less: Purchases	6,052.08	9,933.16
Change in Inventories	(1,325.35)	(828.95)
Employee Benefit Expense	80.46	75.69
Other Expenses	118.63	147.55
Depreciation and Amortization	2.89	2.86
Finance Cost	95.42	63.69
Profit/(Loss) Before Tax	500.58	1,973.29
Less: Tax Expense ? Current Tax	263.69	288.55
Deferred Tax	(86.43)	101.30
Short/Excess Provision for Earlier Years	0.55	(11.91)
Profit/(Loss) After Tax	322.77	1,595.35
Other Comprehensive Income (net of tax)	-	-
Total Comprehensive Income	322.77	1,595.35
Earnings per Share (EPS) (Rs.)	1.47	8.81
Diluted Earnings per Share (EPS) (Rs.)	1.47	7.45

DIVIDEND

Your Directors, at their meeting held on August 12, 2025, declared an interim dividend of Re. 0.50 per equity share on 2,00,71,400 equity shares of face value of Rs. 10/- each fully paid-up (i.e. 5.00%) for the Financial Year 2025-26. The interim dividend was paid to eligible Members on September 02, 2025, involving a cash outflow of Rs. 1,00,35,700, subject to deduction of tax at source as per the applicable rates.

SHARE CAPITAL

Preferential issue of Equity Shares

The Board of Directors of the Company at its meeting held on July 16,2024 approved the issuance of 33,00,000 Warrants, convertible within 18 months from the date of allotment into an equivalent number of fully paid-up equity shares of face value of Rs. 10/- each of the Company, for cash at an issue price of Rs. 73.00 per Equity Share (including a premium of Rs. 63.00 per Equity Share), aggregating up to Rs. 24,09,00,000/-, through a preferential issue on a private placement basis to promoter/non-promoter investors.

Pursuant to the special resolutions, the Members at the Extra-Ordinary General Meeting held on August 14, 2024 approved the issuance of the Preferential Issue of Equity Shares to promoter/non-promoter investors.

Upon receipt of the necessary statutory and regulatory approvals, the Board of Directors of the Company at its meeting held on August 24, 2024 allotted 33,00,000 Warrants convertible into fully paid-up equity shares of face value of Rs. 10/- each, upon receipt of the subscription amount Of Rs. 6,02,25,000/-.

During the Financial Year 2025-26,18,50,000 Convertible Warrants were converted into an equivalent number of 18,50,000 fully paid-up Equity Shares upon receipt of the balance 75% of the issue price, aggregating to ^10,12,87,500/-, from the respective Warrant Holders. Accordingly, the Board of Directors, at its meeting held on 23^rd February, 2026, approved and allotted 18,50,000 fully paid- up Equity Shares pursuant to the conversion of the said Convertible Warrants, in accordance with the terms and conditions of the issue and applicable regulatory provisions.

The remaining 14,50,000 Convertible Warrants could not be converted within the prescribed period, as the respective Warrant Holders failed to remit the balance amount payable towards the issue price within the stipulated timeframe. Consequently, the said 14,50,000 Convertible Warrants stood cancelled and lapsed, and the amount paid towards such Warrants was dealt with in accordance with the terms of the issue and the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.

Post the Preferential Issue, the paid-up equity share capital of the Company stood increased on February 23, 2026 from Rs. 20,07,14,000/- comprising 2,00,71,400 equity shares of Rs. 10/- each fully paid up, to Rs. 21,92,14,000/- comprising 2,19,21,400 equity shares of Rs. 10/- each fully paid up. The proceeds are being utilised as per the objects of the Preferential Issue. Hence, there is no deviation/variation in the use of proceeds as per Regulation 32 of the Listing Regulations.

Authorised Share Capital

During the Financial Year under review, there was no change in the Authorised Share Capital of the Company. As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs.

23,75,00,000/- divided into 2,37,50,000 Equity Shares of face value of Rs. 10/- each.

Issued, Subscribed and Paid-up Share Capital

During the Financial Year under review, the paid-up Equity Share Capital of the Company increased on account of the conversion of 18,50,000 warrants into an equivalent number of 18,50,000 fully paid-up Equity Shares of face value of Rs. 10/- each.

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2026 stood at Rs. 21,92,14,000/-, comprising 2,19,21,400 Equity Shares of Rs. 10/- each fully paid up.

• No Equity Shares were issued with differential rights as to dividend, voting or otherwise during the year under review.

• The Company has not resorted to any buy-back of its Equity Shares during the year under review.

• None of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

• No sweat equity shares were issued to the employees of the Company during the year under review.

TRANSFER TO RESERVES

Under Section 45-IC(1) of the Reserve Bank of India ("RBI") Act, 1934, non-banking financial companies ("NBFCs") are required to transfer a sum not less than 20% of their net profit every year to a reserve fund before the declaration of any dividend. Accordingly, your Company has transferred a sum of Rs. 64.56 Lacs to the Statutory Reserve.

OPERATIONS AND COMPANYS PERFORMANCE

For the Financial Year ended March 31, 2026, your Company earned a Profit Before Tax of Rs. 500.58 Lacs as against Rs. 1,973.29 Lacs in the previous Financial Year ended March 31, 2025. The Profit After Tax for the Financial Year ended March 31, 2026 was Rs. 322.77 Lacs as against Rs. 1,595.35 Lacs in the previous Financial Year. The total income for the year under consideration was Rs. 5,524.71 Lacs and total expenditure was Rs. 5,024.13 Lacs.

The Company continued to follow prudent liquidity management practices, maintaining an adequate liquidity buffer throughout the Financial Year 2025-26. This ensured timely availability of funds for onward lending, smooth servicing of liabilities and reinforced the trust and confidence of customers, lenders and creditors.

DIRECTORS

Re-appointment of Director retiring by rotation

Mrs. Pratibha Goyal (DIN: 00399056), Non-Executive and Non-Independent Director of the Company, will retire by rotation at the ensuing 32^nd AGM and, being eligible, offers herself for reappointment. The Nomination and Remuneration Committee and the Board of Directors, in their respective meetings held on May 26,2026, considered and recommended to the Members the reappointment of Mrs. Pratibha Goyal as Non-Executive and Non-Independent Director of the Company. The necessary resolution for her re-appointment as a Director of the Company retiring by rotation, together with the requisite disclosure, is set out in the Notice of the 32^nd AGM.

Fit and Proper and Non-Disqualification Declaration by Directors

All the Directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under Chapter IV of the Reserve Bank of India (Non-Banking Financial Companies ? Governance) Directions, 2025 ("RBI Governance Directions"). They have further confirmed that they are not disqualified from being appointed/re-appointed/continuing as Directors in terms of Sections 164(1) and (2) of the Act.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act, along with the Rules framed thereunder, and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, the Independent Directors have also confirmed that they are not debarred from holding the office of director by any order of SEBI or any other authority.

Policies on appointment of Directors and Remuneration

The management of the Company continues to benefit from the guidance, support and mature advice of the members of the Board of Directors, who also serve on various committees. The Board comprises Directors with diverse skills and rich experience, thereby enhancing the quality of its performance.

The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee, to ensure a balanced mix of competencies and perspectives. The Companys Remuneration Policy is framed for the remuneration of Directors (Executive and NonExecutive), Key Managerial Personnel and Senior Management Personnel, in line with the requirements of Section 178 of the Act, Regulation 19 read with Part D of Schedule II to the Listing Regulations, and the RBI Governance Directions. These Policies are available on the Companys website at https://upsurgeinvestment.com. The Company has also formulated a Policy on Succession Planning for Directors and Key Managerial Personnel to ensure continuity and smooth functioning of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, 8 (Eight) meetings of the Board of Directors were held, on May 27, 2025, July 30, 2025, August 12, 2025, October 24, 2025, November 11, 2025, January 01, 2026, February 10, 2026 and February 23, 2026. The details of the Board and various Committee meetings, including their attendance, are given in the Report on Corporate Governance forming part of the Annual Report.

PERFORMANCE EVALUATION AT BOARD AND INDEPENDENT DIRECTORS MEETINGS

The Board, the Committees of the Board and the Independent Directors continuously strive to enhance the efficiency of their functioning and to strengthen corporate governance practices. A formal performance evaluation was carried out at the meeting of the Board of Directors held on February 10, 2026, where the Board made an annual evaluation of its own performance, the performance of Directors individually, as well as the evaluation of the working of its various Committees for the Financial Year 2025-26, on the basis of a structured questionnaire on

performance criteria. The Policy on Performance Evaluation is available on the Companys website at https://upsurgeinvestment.com. The Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process were noted, and based on the outcome of the evaluation and the feedback of the Directors, the Board and the Management agreed on various action points to be implemented in subsequent meetings.

The evaluation process highlighted the cohesiveness among Directors, the openness of Management in sharing information, and the effective manner in which proposals were placed before the Board for consideration and approval.

The Independent Directors met on February 10, 2026 without the presence of other Directors or members of the Management. All the Independent Directors were present at the meeting. In the meeting, the Independent Directors reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairman. They assessed the quality, quantity and timeliness of the flow of information between the Companys Management and the Board. The minutes of the Independent Directors meeting were placed before the Board Meeting held on February 23,2026, and the same were noted by the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, the individual Non-Independent Directors and the Chairman.

They also expressed satisfaction with regard to the flow of information between the Management of the Company and the Board. The Management took note of the various suggestions made in the meeting of the Independent Directors. Further, the Independent Directors actively contributed to Board and Committee deliberations. The members of the Audit Committee, without the presence of members of Management, had separate meetings with (i) the Statutory Auditors, and (ii) the Head of Internal Audit.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

1. In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;

2. The accounting policies applied to the Standalone financial statements have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts for the Financial Year ended March 31, 2026 have been prepared on a going concern basis;

5. They have laid down adequate internal financial controls to be followed by the Company, and such internal financial controls are adequate and were operating effectively; and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

As per Section 2(51) of the Act, the following were the Key Managerial Personnel, including WholeTime Directors, as on the date of this Report:

• Mr. Dayakrishna Goyal ? Managing Director

• Mrs. Pratibha Goyal ? Non-Executive Director

• Mr. Mayank Goyal ? Chief Financial Officer

• Mrs. Daya D Savani ? Company Secretary & Compliance Officer

Changes in Key Managerial Personnel till the date of this Report

The following changes in the KMP, including Whole-Time Directors of your Company pursuant to Section 2(51) of the Act, took place as on the date of this Report:

• Mr. Jitendra Gupta resigned as Company Secretary & Compliance Officer of the Company with effect from December 30,2025.

• Mrs. Daya D Savani was appointed as Compliance Officer with effect from February 10, 2026, and was re-designated as Company Secretary & Compliance Officer.

RBI REGULATIONS

The Company has complied with the applicable regulations of the RBI as on March 31,2026. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on March 31, 2026, the CSR Committee comprised the following Directors: Mr. Dayakrishna Goyal ? Chairman, and Mrs. Pratibha Goyal and Mr. Satish Gupta as members. The CSR Report for the Financial Year 2025-26 is annexed to this Report as Annexure II. The CSR Policy is uploaded on the Companys website at https://upsurgeinvestment.com/uploads/CSR-Policy.pdf.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Act, the Annual Return of the Company has been hosted on the Companys website at https://upsurgeinvestment.com/.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

• Conservation of Energy: The operations of the Company are not energy intensive. Nevertheless, the Company continues to take appropriate measures for the optimum utilisation and conservation of energy.

• Technology Absorption: Considering the nature of the Companys activities, no significant expenditure has been incurred on technology absorption or research and development during the year.

• Foreign Exchange Earnings and Outgo: Foreign Exchange Earnings: Nil; Foreign Exchange Outgo: Nil.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

Loans made, guarantees given or security provided in the ordinary course of business by a NonBanking Financial Company registered with the Reserve Bank of India are exempt from the

applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantees have not been disclosed in this Report. During the year under review, the Company invested surplus funds in various securities in the ordinary course of business. For details of these investments, refer to Note 7 of the financial statements forming part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all related party transactions entered into by the Company were in the ordinary course of business and on an arms length basis. Hence, no disclosure in Form AOC-2 is necessary and the same does not form part of this Report. For details of the transactions with related party(ies) entered into in the ordinary course of business on an arms length basis, refer to Note 44 to the financial statements.

There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company, save and except remuneration to the Managing Director and apart from transactions in the ordinary course of business and on an arms length basis, at par with any member of the general public. The Company did not advance any loans to any of its Directors.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Companys Whistle Blower Policy provides a mechanism under which an employee/director of the Company may report unethical behaviour, suspected or actual fraud, or violation of the Code of Conduct and personnel policies of the Company. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Companys website at https://upsurgeinvestment.com/uploads/Whistle-Blower-Policy.pdf.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS

The Companys Risk Management Policy provides a structured approach for identifying, assessing, mitigating and monitoring risks across all functions and operations.

The Companys well-defined organisational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure operational effectiveness, reliability of financial data and compliance with applicable laws, regulations and the Companys policies.

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 Auditor ensures the continued effectiveness of the Companys internal control system. The Audit Committee reviews internal financial control reports prepared by the Internal Auditor. The Company has framed a risk-based internal audit policy as part of its oversight function. The objective of the risk-based internal audit review is to identify the key activities and controls in the business processes, review the effectiveness of business processes and controls, assess the operating effectiveness of internal controls, and provide recommendations for business process and internal control improvement.

The Internal Auditor continuously monitors the effectiveness of the internal control framework and submits reports to the Audit Committee, which reviews these reports and provides guidance

for further strengthening of controls. This layered approach ensures that risks are proactively managed and that the Company maintains high standards of governance, operational efficiency and financial discipline.

COMPOSITION OF THE AUDIT COMMITTEE

As on March 31,2026, the Audit Committee comprised Mr. Satish Gupta ? Chairman (Independent Director), Mr. Vivek Jain (Independent Director) and Mr. Dayakrishna Goyal.

The composition of the Audit Committee is in compliance with the minimum requirement prescribed under the Act, the Listing Regulations and the Reserve Bank of India (Non-Banking Financial Companies ? Governance) Directions, 2025, of having a minimum of two-thirds independent directors, including the chairperson. All members of the Committee are non-executive directors with financial literacy, and the Committee collectively possesses accounting and financial management expertise in terms of the Listing Regulations, thereby ensuring effective oversight of the Companys financial reporting and internal control processes.

During the year under review, all recommendations made by the Audit Committee were accepted and approved by the Board. For the brief terms of reference of the Committee, please refer to the Report on Corporate Governance.

REPORTING OF FRAUD

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

MATERIAL CHANGES AND COMMITMENTS

There were no other material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company and the date of this Report.

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

The Company has a policy for the prevention of sexual harassment of women at the workplace. An Internal Complaints Committee has been duly constituted in line with the POSH Act to address complaints in the nature of sexual harassment. Appropriate reporting mechanisms are in place, ensuring protection against sexual harassment and upholding the right to work with dignity.

The following is a summary of sexual harassment complaint(s) received and disposed of during the Financial Year 2025-26, pursuant to the POSH Act and the Rules framed thereunder:

• Number of complaint(s) of sexual harassment received during F.Y. 2025-26: Nil

• Number of complaint(s) disposed of during F.Y. 2025-26: Nil

• Number of cases pending for more than 90 days: Nil

• Number of cases pending as on March 31,2026: Nil

HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS

The Companys people are central to how it underwrites, lends and serves its clients, and it invests in their capability, health and safety accordingly. A structured performance management

process rewards merit, encourages initiative and keeps individual objectives aligned with the Companys standards of conduct.

Personnel relations with all employees remained cordial and harmonious at all levels throughout the year. The Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company transferred an amount of ^2,02,491, being the unpaid dividend relating to the Financial Year 2017-18, to the Investor Education and Protection Fund (IEPF) during the Financial Year 2025-26.

Further, the corresponding 1,66,589 equity shares in respect of which dividend had remained unclaimed for a period of seven consecutive years were also transferred to the demat account of the Investor Education and Protection Fund Authority, in accordance with the applicable provisions of the Companies Act, 2013 and the IEPF Rules.

Shareholders whose unpaid dividend and corresponding shares have been transferred to the IEPF may claim the same from the IEPF Authority by submitting an application in Form IEPF-5 in the prescribed manner.

OTHER DISCLOSURES

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

• There was no change in the nature of business of the Company.

• Disclosure regarding details relating to deposits covered under Chapter V of the Act is not applicable, since the Company is a Non-Banking Financial Company regulated by the Reserve Bank of India and has not accepted any deposits.

• The Company has obtained a certificate from the Statutory Auditor certifying that the Company has complied with the requirements of Regulation 9 of the Master Direction ? Foreign Investment in India, with regard to downstream investments.

• The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

• There were neither any applications filed by or against the Company, nor any proceedings pending, under the Insolvency and Bankruptcy Code, 2016 during the year under review.

• During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions. Hence, the reasons for difference in valuation at the time of one-time settlement and valuation done while taking a loan from Banks or Financial Institutions are not reported, as per Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014.

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

• The provisions of Section 148 of the Act relating to the maintenance of cost records and cost audit are not applicable to the Company.

• The Company has completed all corporate actions within the specified time limits.

• The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• Disclosures pursuant to the Reserve Bank of India (Non-Banking Financial Companies ? Financial Statements: Presentation and Disclosures) Directions, 2025, unless provided in the Directors Report, form part of the notes to the standalone financial statements and the Report on Corporate Governance.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have any subsidiary or associate company and has not entered into a joint venture with any other company during the financial year ended 31^st March 2026. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing the salient features of the financial statements of the Companys subsidiary(ies) in Form AOC-1, is not enclosed.

PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company has been appended as Annexure I to this Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars as required pursuant to the provisions of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members. The Board of Directors affirms that the remuneration paid to the employees of the Company is as per the Policy on Directors appointment and remuneration for Directors, KMPs and other employees, and is in accordance with the requirements of the Act and the SEBI Listing Regulations, and that none of the employees listed in the said Annexure is related to any Director of the Company.

AUDITORS Statutory Auditors

M/s Jain & Trivedi, Chartered Accountants (Firm Registration No. 113496W), Statutory Auditors of the Company, have audited the Financial Statements of the Company for the financial year ended 31^st March 2026.

M/s Jain & Trivedi, Chartered Accountants (Firm Registration No. 113496W) has been appointed as the Statutory Auditor of the Company to hold office for a period of five consecutive years from the conclusion of the 28^th AGM of the Company held in the year 2022-23 till the conclusion of the 33^rd AGM to be held in the year 2027-2028.

The Auditors Report on the Financial Statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer. The notes forming part of the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

Secretarial Auditors

The Members of the Company at the 31^st Annual General Meeting held on September 30, 2025 appointed M/s Mukesh Purohit & Co, Practicing Company Secretaries (COP Number: 25204; Peer Review No.: 5705/2024) as Secretarial Auditor of the Company for a period of five (5) years, commencing on April 01, 2025 until March 31, 2030, to conduct the Secretarial Audit for a term of five consecutive financial years, pursuant to the amended Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Auditor has confirmed that they are not disqualified from continuing as Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

Pursuant to the provisions of Section 204(1) of the Act, the Secretarial Audit Report for the Financial Year 2025-26 issued by the Secretarial Auditor is annexed to this Report as Annexure III. The Report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE

Pursuant to Schedule V of the Listing Regulations, the following Reports/Certificates form part of the Annual Report:

• the Report on Corporate Governance;

• the Certificate duly signed by the Managing Director & CFO on the Financial Statements of the Company for the year ended March 31,2026, as submitted to the Board of Directors at its meeting held on May 26,2026;

• the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct; and

• the Management Discussion & Analysis Report.

The Certificate of Non-Disqualification of Directors from M/s Mukesh Purohit & Co, Practicing Company Secretaries, forms part of the Report on Corporate Governance as Annexure III thereto. The Certificate from M/s Jain & Trivedi, Chartered Accountants (Firm Registration No. 113496W), confirming compliance with the conditions of Corporate Governance, forms part of the Report on Corporate Governance as Annexure IV thereto.

ANNEXURES TO THIS REPORT

• Annexure I ? Particulars of Employees under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

• Annexure II ? Annual Report on Corporate Social Responsibility Initiatives

• Annexure III ? Secretarial Audit Report in Form MR-3, together with Annexure A thereto

The MD/CFO certification, the declaration on compliance with the Code of Conduct, the Certificate of Non-Disqualification of Directors and the Certificate on compliance with the conditions of Corporate Governance are annexed to the Report on Corporate Governance as Annexures I to IV thereto.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the RBI, SEBI, BSE Limited, the National Stock Exchange of India Limited, the Ministry of Finance, the Ministry of Corporate Affairs, the Registrar

of Companies, other government and regulatory authorities, lenders, financial institutions and the Companys bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and the trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company across all levels, in exhibiting outstanding performance during such challenging times.

For and on behalf of the Board of Directors of Upsurge Investment and Finance Limited

Sd/-	Sd/-
Dayakrishna Goyal	Pratibha Goyal
Managing Director	Director
DIN: 00398539	DIN: 00399056
Mumbai, dated 01st September, 2026