The Board of Directors have pleasure in presenting the 45th Annual Report together with the Audited
Financial Statements for the Financial year ended 31st March 2026.

FINANCIAL RESULTS:

REVIEW OF BUSINESS OPERATIONS AND
FUTURE PROSPECTS:

As per Standalone Financial Statements, the
total net profit before tax of the Company is
^9,008.64 lakhs in the current year compared to
^ 13,567.01 lakhs in 2025. The Net profit after
tax stood at ^ 7,622.80 lakhs as compared to
^10,097.15 lakhs in 2025.

As per Consolidated Financial Statements, total
net profit before tax of the Company is
^12,794.08 lakhs in the current year compared
to ^ 20,604.97 lakhs in 2025. The Net profit
after tax stood at ^ 10,852.04 lakhs as
compared to ^ 15,299.56 lakhs in 2025.

The continued expansion of the financial
markets, coupled with the country's strong
economic fundamentals, is expected to support
the Company's growth and enhance its long¬
term prospects.

DIVIDEND:

The Board of Directors is pleased to recommend
the payment of a Final Dividend for the year
ending March 31, 2026, on the Company's
2,00,000 Equity Shares of ^ 25 /- per share.
Upon approval by the Members at the
forthcoming Annual General Meeting, the
dividend will be paid to the Members whose
names are recorded in the Register of Members
as on Friday, July 24, 2026.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF):

In accordance with the applicable provisions of
Companies Act, 2013 read with Investor
Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), all unclaimed dividends are required to
be transferred by the Company to the IEPF, after
completion of seven (7) years. Further,
according to IEPF Rules, the shares on which the
dividend has not been claimed by the
shareholders for seven (7) consecutive years or
more shall be transferred to the demat account
of the IEPF Authority.

RESERVES:

Company proposes to transfer a sum of
^15,24,55,990/- to Special reserve created

under the provisions of section 45-IC of Reserve
Bank of India (Amendment) Act 1997.

MATERIAL CHANGES AND COMMITMENT IF
ANY AFFECTING THE FINANCIAL POSITION
OFTHE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE AND THE DATE
OF THE REPORT

There were no material changes and
commitments affecting the financial position of
your Company between the end of financial
year 2025-26 and the date of this report, which
could have an impact on your Company's
operation in the future or its status as a "Going
Concern".

RBI REGISTRATION:

During the year under preview, the company
and its subsidiaries namely 'Murahar
Investments and Trading Company Limited' and
'Suptaswar Investments and Trading Company
Limited' have received the Certificate of
Registration ("COR") as Type-1 - NBFC- ND from
the Department of Regulation, Reserve Bank of
India on September 15, 2025.

ANNUAL RETURN:

The Annual Return of the Company as on March
31, 2026, in Form MGT - 7 in accordance with
Section 92(3) of the Act read with the
Companies (Management and Administration)
Rules, 2014, is available on the website of the
Company athttps://elcidinvestments.com/invest
ors/annual-general-meeting/.

MATERIAL SUBSIDIARY COMPANIES:

The Company has two material unlisted
subsidiary companies viz. Murahar Investments
& Trading Company Limited & Suptaswar
Investments & Trading Company Limited.
However, the Company does not have any joint
venture or associate company.

A separate statement containing the salient
features of the financial statements of all
subsidiaries of your company in the prescribed
Form 'AOC-1' as Annexure 2 forms part of
consolidated financial statements in
compliance with section 129(3) and any other

applicable sections, if any, of Companies Act
2013 read with the rules issued thereunder.

The Company's Policy for determining Material
Subsidiaries is available on the Company's
website athttps://elcidinvestments.com/wp-
content/uploads/2025/05/Policy-on-
Materiality-of-Subsidiaries-1.pdf

Secretarial Audit Report for the above two
material subsidiaries is annexed as 'Annexure 4'.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated financial statements of your
Company for the financial year 2025-26, are
prepared in compliance with applicable
provisions of the Companies Act, 2013,
Accounting Standards and as per provisions of
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The
consolidated financial statements have been
prepared based on the audited financial
statements of your company and its material
subsidiaries as approved by the respective
Board of Directors.

Pursuant to Section 136 of the Companies Act
2013, the audited financial statements
including consolidated financial statements of
each of the subsidiary companies are available
on company's website at

https://elcidinvestments.com/murahar-2/&
https://elcidinvestments.com/suptaswar-2/

AMENDMENT IN THE MEMORANDUM OF
ASSOCIATION OF THE COMPANY AND ITS
MATERIAL SUBSIDIARIES

The Members of the Company approved, by
way of Special Resolution through Postal Ballot
on March 04, 2026, the alteration of Clause
II 1(A)(2) of the Main Objects Clause of the

Memorandum of Association ("MOA") to align
the objects of the Company with the business
activities of a Type-I Non-Banking Financial
Company - Non-Deposit Taking ("NBFC-ND") in
accordance with the applicable guidelines
issued by the Reserve Bank of India ("RBI").

The aforesaid amendment does not result in
any change in the principal business activities of
the Company, and the amended objects are
fully aligned with the existing line of business
being carried on by the Company.

Further, during the year, similar alterations to
the Main Objects Clauses of the Memorandum
of Association were undertaken by the
Company's unlisted material subsidiaries,
namely 'Murahar Investments & Trading
Company Limited' and 'Suptaswar Investments
& Trading Company Limited', to align their
respective objects with the business activities
of a Type-I NBFC-ND and the applicable RBI
guidelines.

The Members of the unlisted material
subsidiaries, namely Murahar Investments &
Trading Company Limited and Suptaswar
Investments & Trading Company Limited
approved the alteration of Clause III(A)(3) of
their Main Objects Clause of the Memorandum
of Association ("MOA") by passing the special
resolution in their extra ordinary general
meeting dated March 17, 2026.

Consequent to the alteration of the Main
Objects Clause, the classification of the
Company's business activity under the
Corporate Identification Number ("CIN") has
been updated. Accordingly, the CIN of the
Company and its material subsidiaries have
changed as shown below:

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors

As on March 31, 2026, the composition of the
Board is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the
SEBI Listing Regulations, with an appropriate
combination of Executive Director, Non¬
Executive Directors and Independent Directors.
The list of Directors of the Company has been
disclosed as part of the Corporate Governance
Report.

As on March 31, 2026, the Board of Directors
comprised of 6 directors, 3 of which are
independent Director(s), 1 Executive Director
and 2 Non-Executive Director(s).

During the financial year under review, the
following changes occurred in the composition
of the Board of Directors of the Company:

1. Ms. Amrita Vakil (DIN:00170725) was
appointed as a Whole Time Director
(Executive Director) for a period of five
years with effect from May 24, 2025, to May
23, 2030.

2. Ms. Margarette Shwetha Thomas
(DIN:11109438) was appointed as an
Independent Director (Non-Executive) for a
period of five years (first term) with effect
from May 24, 2025, to May 23, 2030, by the
shareholders in its meeting held on July 31,
2025.

3. Mrs. Ragini Vakil (DIN:07792011) was
appointed as a director with effect from
May 24, 2025.

4. Mr. Essaji Vahanvati (DIN:00157299) was
reappointed as an Independent Director
(Non-Executive) for a period of five years
(Second Term) with effect from November
02, 2025, to November 01, 2030, by the
shareholders in its meeting held on July 31,
2025.

After the financial year under review, the Board
of Directors in its meeting held on May 25,
2026, based on the recommendations of the
Nomination & Remuneration Committee, inter
alia, approved the following re-appointment,

which shall be subject to the shareholder's

approval in the ensuing Annual General

Meeting.

1. Mr. Kartikeya Kaji (DIN:07641723) as an
Independent Director (Non-Executive) for a
period of five years (Second Term) with
effect from April 01, 2027, to March 31,
2032.

In the opinion of the Board, Mr. Kartikeya
Kaji possess the requisite qualifications,
experience, expertise, integrity and
proficiency necessary to contribute
effectively to the growth and governance of
the Company. His diverse professional
backgrounds and valuable insights are
expected to add significant value to the
Company.

The Company has received all necessary
consents, declarations and disclosures from
them as required under the provisions of
the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Accordingly, the Board recommends their
appointment for the approval of the
Members at the ensuing 45th Annual
General Meeting of the Company.

The Brief Profile of Mr. Kartikeya Kaji is
given in the Notes forming part of the
notice to 45^th Annual General Meeting and
is also available on the company's website
athttps://elcidinvestments.com/the-
board/mr-kartikeya-dhruv-kaji/

2. Retirement by rotation & subsequent
reappointment:

In accordance with the provisions of Section
152 and other applicable provisions, if any,
of the Act and the Articles of Association of
the Company, Ms. Amrita Vakil (DIN:
0170725), Whole Time Director of the
Company, is liable to retire by rotation at
the ensuing AGM and being eligible has
offered herself for re-appointment. Based
on performance evaluation and
recommendation of Nomination and
Remuneration Committee, the Board of
Directors recommends her re-appointment
as a Director of the Company, liable to retire
by rotation subject to the approval of the

shareholders in the ensuing 45^th Annual
General Meeting.

The Brief Profile of Ms. Amrita Vakil is given
in the Notes forming part of the notice to
45^th Annual General Meeting and is also
available on the company's website at
https://elcidinvestments.com/the-
board/ms-amrita-amar-vakil/

Key Managerial Personnel

As on March 31, 2026, the following people are
considered as the Key Managerial Personnel:

1. Ms. Amrita Vakil - Whole Time Director

2. Ms. Shraddha Manjrekar - Chief Financial
Officer

3. Mr. Ayush Dolani - Company Secretary &
Compliance Officer.

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

1. Appointment of Ms. Amrita Vakil as the
Whole Time Director of the Company with
effect from 24^th May 2025.

2. Resignation by Mrs. Ragini Vakil as the Chief
Executive Officer with effect from 23^rd May
2025 & Chief Financial Officer with effect
from 18^th June 2025.

The Board records its deepest appreciation
for contribution by Mrs. Ragini Vakil in
guiding and supporting the management
during his tenure as Chief Executive Officer
& Chief Financial Officer of the Company.

3. Appointment of Ms. Shraddha Manjrekar as
the Chief Financial Officer with effect from
19^th June 2025.

BOARD OF DIRECTORS:

Number of Board Meetings Conducted during
the year under review:

During the Financial Year 2025-26, seven (7)
Board Meetings were held. The details of the
meetings of the Board of Directors and its
Committees, convened during the Financial
Year 2025-26, are given in the Corporate
Governance Report which forms part of this
report.

The Maximum interval between the 2 board
meetings did not exceed 120 days as prescribed
by the act and the Listing Regulations.

Company's Policy Relating to Directors
Appointment, Payment of Remuneration and
Discharge of their Duties:

The Company's Policy relating to appointment
of Directors, payment of Managerial
remuneration, Directors' qualifications, positive
attributes, independence of Directors and other
related matters as provided under Section
178(3) of the Companies Act, 2013 are decided
by the Nomination & Remuneration Committee
constituted by the Company.

The details of the said Committee are given in
the Corporate Governance Report which forms
part of this report.

PARTICULARS OF EMPLOYEES

Ratio of Director's Remuneration to Median
Employees Remuneration and other
Disclosures:

The information required pursuant to Section
197 of the Companies Act 2013 read with Rule
5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 are as follows:

i. Ratio of the remuneration of each director and key managerial personnel to the median
remuneration of the employees of the Company for the Financial Year are as follows:

*Appointed with effect from 24th May 2025
# Appointed with effect from May 24, 2025

**Includes the sitting fees of ^ 20,000 for the Board meeting dated May 23, 2025, and other amount is for
remuneration of Whole Time Director for the financial year 2025-26 with effect from May 24, 2025.
Appointed with effect from June 19, 2025

Note: All employees who served the Company for the full financial year have been considered.

All the Directors are paid remuneration in
the form of sitting fees except for Ms.
Amrita Vakil, who is a Whole Time Director.

There is no employee in the Company
drawing monthly remuneration of
^8,50,000/- per month or ^1,02,00,000/-
per annum as per Rule, 5(2) of The
Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014.

The median remuneration calculated for
the Financial Year 2025-26 is ^11,94,696/-

i. Percentage increase in the median
remuneration of employees in the
financial year:

The median remuneration of all employees
per annum was ^ 9,26,000 and ^ 11,94,696
for the financial year 2024-25 and 2025-26
respectively. The increase in median
remuneration of employees for the

financial year 2025-26 as compared to the
financial year 2024-25 is 29.02%.

iii. Number of permanent employees on the
rolls of the Company at the end of the year
as on March 31, 2026: 4

iv. Average percentiles increase in the salaries
of employees other than the managerial
personnel in the last financial year and its
comparison with the percentile increase in
the managerial remuneration and
justification thereof and point out if there
are any exceptional circumstances for
increase in the managerial remuneration;

The comparative percentile increase in the
salary of such employees could not be
reported as the employees were not on the
roll for the complete year.

v. Affirmation that the remuneration is as per
the remuneration policy of the company:

It is affirmed that the remuneration is as per
the remuneration policy of the company.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted
their disclosures to the Board that they fulfill all
the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 to qualify
themselves to be appointed as Independent
Directors under the provisions of the
Companies Act, 2013 and the relevant rules and
have complied with the Code for Independent
Directors prescribed under Schedule IV to the
Companies Act 2013.

Further, all the Independent Directors of your
Company have confirmed their
registration/renewal of registration, on
Independent Directors' Databank.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015,
the Board has carried out an annual
performance evaluation of its own
performance, the directors individually as well
as the evaluation of the working of its board and
the committees as a whole.

The Independent Directors carried out annual
performance evaluation of the Chairman, the
non-independent directors and the Board as a
whole. The performance of each Committee
was evaluated by the Board based on the report
of evaluation received from each Director.

The performance evaluation of the Board, its
committees and individual Directors reflected
the valuable contributions made by each
Director and demonstrated their strong
commitment towards the Company's
governance, growth and strategic objectives.

Based on the evaluation, the Board is satisfied
that its composition possesses an appropriate
balance of skills, experience, expertise,
independence and diversity required for the
effective discharge of its responsibilities. The
Committees of the Board were acknowledged
for their efficient functioning and meaningful
deliberations, not only on matters within their
respective terms of reference but also on issues
of broader strategic importance to the
Company.

The evaluation further highlighted the active
participation, constructive guidance and
significant contributions made by each Director
towards the overall effectiveness of the Board
and the long-term success of the Company.

The detailed process of evaluation and the
outcomes thereto are set out in the report of
Corporate Governance forming part of this
Annual Report.

CODE OF CONDUCT

Your Company has adopted a comprehensive
Code of Conduct applicable to the Board of
Directors and Senior Management Personnel,
embodying the ethical standards, professional
integrity, and legal principles that guide its
operations. The Company remains firmly
committed to maintaining the highest
standards of corporate governance and ethical
business practices.

During the financial year ended March 31,
2026, all Directors and Senior Management
Personnel have adhered to and complied with
the provisions of the said Code of Conduct.
Necessary declarations and affirmations
confirming such compliance have been received
from the concerned individuals.

The Code of Conduct is available for reference
on the Company's website at.
https://elcidinvestments.com/wpcontent/uploads/
2016/04/New-Code-of-Conduct-for-board-KMP.pdf
and serves as a guiding framework for
responsible and transparent decision-making
across the organization.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

All the Independent Directors are familiarized
with the operations and functioning of the
Company at the time of Appointment and on an
ongoing basis.

The details of the training and familiarization
programme are given in the report of Corporate
Governance forming part of the annual report
and are also available on the Company's
website athttps://elcidinvestments.com/wp-
content/uploads/2026/04/Familiarisation-
Programme.pdf

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis
Report, providing an overview of the
Company's industry structure, opportunities
and threats, outlook, risks and concerns,
internal control systems, financial and
operational performance, and other material
developments, forms an integral part of this
Annual Report.

COMMITTEES:

As on March 31, 2026, the Company has 4
Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility
Committee.

During the year all the recommendations of the
Committees were approved by the Board. A
detailed note on the composition of the Board
and its committees is provided in the Corporate
Governance Report forming a part of this
Annual Report.

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

The Company remains committed to
conducting its business in a socially responsible
and sustainable manner. As part of its Corporate
Social Responsibility ("CSR") philosophy, the
Company endeavors to create a positive and
lasting impact on society through initiatives that
contribute to social welfare, environmental
sustainability and community development.
The Company believes that responsible growth
must go hand in hand with the well-being of all
stakeholders and the communities in which it
operates. Through its CSR programs, the
Company strives to achieve a balanced
approach towards economic progress, social
development and environmental stewardship.
By integrating CSR principles into its business
practices and actively supporting initiatives
aligned with sustainable development goals,
the Company seeks to contribute meaningfully
towards inclusive growth and long-term
societal progress.

The Company has constituted a Corporate
Social Responsibility (CSR) Committee in
compliance with Section 135 of the Companies
Act, 2013. On the recommendation of the CSR
committee, the Board has approved the CSR
policy of the Company which is published on
the Company's website

CSR Policy:https://elcidinvestments.com/wp-

content/uploads/2025/02/Corporate-Social-

Responsibility-Policy.pdf

CSR activities of the Company are carried out
directly and through Non-Government
Organizations, who have track record of
minimum of 3 years in carrying out the
activities, and other criteria as prescribed under
Section 135 of the Companies Act, 2013 read
with Schedule VII and Companies (Corporate
Social Responsibility Policy) Rules, as amended
from time to time. As per the Companies Act,
2013, as prescribed, companies are required to
spend at least 2% of their average net profits for
three immediately preceding financial years.

The Annual Report on CSR activities undertaken
by the Company during the financial year 2025¬
26, is annexed as 'Annexure 1' and forms part
of this Report.

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

Considering the nature of business activities
carried out by the Company, your company has
nothing to report disclosures about

Conservation of Energy and Technology
Absorption as required under Section 134(m) of
the Companies Act, 2013.

There was no foreign exchange Inflow or
Outflow during the financial year under review.

STATEMENT CONCERNING DEVELOPMENT
AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY:

The Company is an investment company and
therefore the predominant risk pertains to
investments including capital market risks such
as stock market crashes, economic downturn,
interest rate changes etc. Inflation is another
factor for the managing the risks because
Inflation erodes the real value of investment
returns, reducing purchasing power and

potentially diminishing the overall performance
of market-based assets, especially fixed-income
investments.

The company regularly appoints and seeks
advice from reputed portfolio managers like
Axis bank, Kotak Bank, IIFL Securities, Motilal
Oswal etc. to mitigate the risks and accordingly
carry out its investments within the risk
management framework.

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

Your Company is a Non-Banking Finance
Company (NBFC) registered with the Reserve
Bank of India. Investments made by the
Company are in the ordinary course of business.
Hence Section 186 of the Companies Act 2013
is not applicable on the Company.

There were no loans and guarantees made by
the Company under Section 186 of the
Companies Act, 2013 during the year under
review and hence the said provision is not
applicable.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

All contracts / arrangements / transactions
entered into by the Company during the year
under review with Related Parties were in the
ordinary course of business and on arm's length
basis in terms of provisions of the Act. All
transactions with related parties were reviewed
and approved by the Audit Committee and are
in accordance with the Policy on dealing with
and materiality of Related Party Transactions
and the Related Party Framework, formulated
and adopted by the Company. The Company's
Policy on dealing with and materiality of related
party transactions is available on its website at
https://elcidinvestments.com/wpcontent/uplo
ads/2026/04/Policy-on-Dealing-with-related-
party-transactions.pdf

Form AOC-2 pursuant to Section 134(3)(h) of
the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out in the
"Annexure 3" to this report.

STATUTORY AUDITORS:

M/s VK Beswal & Associates, Chartered
Accountants (FRN: 101083W) are the Statutory
Auditors of the Company appointed on August
28, 2024, at the 43^rd Annual General Meeting
held in 2024 and shall hold office for a term of
3 years up to the conclusion of the 46^th Annual
General Meeting to be held in 2027.

They satisfy the prescribed eligibility criteria,
and they have confirmed that they are not
disqualified from continuing as Statutory
Auditors of the company.

The Statutory Auditors have issued unmodified
opinion on the financial statements for the
financial year 2025-26 and the Statutory
Auditors report forms part of this Annual
report. During the financial year under review,
no fraud against the Company or by the
Company was found by the Statutory Auditor of
the Company.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and Regulation 24(A) of
the SEBI Listing Regulations the Members at
their 44^th Annual General Meeting held on July
31, 2025, had appointed M/s. Ruchi Kotak &
Associates, Practicing Company Secretaries
(FCS:9155 CP No. 10484) as the Secretarial
Auditor of the Company for a term of five years,

i.e., from Financial year 2025-26 up to Financial
year 2029-30.

The Secretarial Auditor has confirmed that they
have subjected themselves to Peer Review
process by the Institute of Company Secretaries
of India ("ICSI") and hold valid certificate issued
by the Peer Review Board of ICSI.

The Secretarial Audit Report for the financial
year 2025-26 does not contain any observation,
qualification, reservation or adverse remark.
During the financial year under review, no fraud
against the Company or by the Company was
found by the Secretarial Auditor of the
Company.

The Report of the Secretarial Auditor is annexed
herewith as "Annexure 4" for the company and
its material subsidiaries.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section
134(5) of the Companies Act, 2013 the Board
hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts,
the applicable accounting standards were
followed and there were no material
departures from the same.

(b) the directors 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
and of the profit and loss of the company
for that period.

(c) the directors had taken proper and
sufficient care for the maintenance of
adequate accounting records in accordance
with the provisions of this Act for
safeguarding the assets of the company and
for preventing and detecting fraud and
other irregularities.

(d) the directors had prepared the annual
accounts on a going concerning basis.

(e) the directors had laid down internal
financial controls to be followed by the
company and that such internal financial
controls are adequate and were operating
effectively; and

(f) 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.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

In terms of the provisions of Section 138 of the
Companies Act, 2013, the board of directors, on
the recommendations from the Audit
Committee, had appointed M/s. Ravi. A. Shah &
Associates, Chartered Accountants to
undertake the Internal Audit of the Company
for the year 2025-26

The Company has an Internal Control System,
commensurate with the size, scale and
complexity of its operations. The Board has
adopted policies and procedures for ensuring
the orderly and efficient conduct of its business,
the safeguarding of its assets, prevention &
detection of fraud and errors, accuracy and
completeness of the accounting records and
timely preparation of financial disclosures. To
maintain its objectivity and independence, the
Internal Audit function reports to the Chairman
of the Audit Committee of the Board.

The Company monitors and evaluates the
efficacy and adequacy of the internal control
system in the Company, its compliance with
operating systems, accounting procedures and
policies in the Company. Significant audit
observations and corrective actions thereon are
presented to the Audit Committee of the Board.

During the year under review, no material
observation has been made by the internal
auditor and statutory auditor of the Company in
relation to efficiency and effectiveness of such
controls.

VIGIL MECHANISM & WHISTLE BLOWER
POLICY:

Your Company is committed to the highest
standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors
have formulated a Whistle Blower Policy which
is in compliance with the provisions of Section
177 (10) of the Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015. The policy provides for a
framework and process whereby concerns can
be raised by its employees against any kind of
discrimination, harassment, victimization or any
other unfair practice being adopted against
them. The Whistle Blower Policy has been
appropriately communicated within the
company and is available on the website of the
Company athttps://elcidinvestments.com/wp-
content/uploads/2016/03/whistle-blower-
policy.pdf

DEPOSITS:

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

SHARES:

There is no change in the Share Capital of the
Company. As on March 31, 2026, the issued,
subscribed and the paid-up share capital of the
Company stood at ^ 20,00,000/- comprising of
2,00,000 Equity Shares of ^ 10/- each.

COST AUDIT:

The cost audit pursuant to the provisions of
Section 148 of the Companies Act, 2013 is not
applicable to the company.

CORPORATE GOVERNANCE:

As per Regulation 34 of the SEBI (Listing
Obligations & Disclosure Requirement)
Regulations 2015, a separate section on
corporate governance practices followed by the
Company, together with a certificate from the
Company's Secretarial Auditor confirming
compliance forms an integral part of this Report
as "Annexure 5".

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the
applicable Standards, issued by the Institute of
Company Secretaries of India and approved by
the Central Government under Section 118(10)
of the Act.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the
Annual Listing Fees for the year 2025-26 to
Bombay Stock Exchange Limited where the
Company's Shares are listed.

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

The Company has in place a policy on
Prevention of Sexual Harassment at Workplace.
Pursuant to applicable provisions of the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013 read with Rule 14, the internal committee

constituted under the said act has confirmed
that no complaint/case has been filed/pending
with the Company during the year 2025-26.

MATERNITY BENEFIT PROVIDED BY THE
COMPANY UNDER MATERNITY BENEFIT ACT
1961

The Company has ensured compliance with the
applicable provisions of the Maternity Benefit
Act, 1961 and continues to uphold its
commitment towards employee welfare and
statutory compliance.

WHOLE TIME DIRECTOR AND CFO
CERTIFICATION:

As required under Regulation 17(8) of the SEBI
Listing Regulations read with Part B of Schedule
II of the regulations, Ms. Amrita Vakil, Whole
Time Director and Ms. Shraddha Manjrekar,
Chief Financial Officer of your Company have
certified the accuracy of the Financial
Statements, the Cash Flow Statement and
adequacy of Internal Control Systems for
financial reporting for the financial year ended
31 March, 2026. Their Certificate is annexed to
this Directors' Report as "Annexure 7"

SIGNIFICANT/MATERIAL ORDERS PASSED BY
THE REGULATORS:

There are no other significant/material orders
passed by the Regulators or Courts or Tribunals
impacting the going concern status of your
Company and its operations in future.

OTHER DISCLOSURES:

a. The CFO, CEO and Whole Time Director of
the Company has not received any
remuneration or commission from any of
the Company's Subsidiary.

b. The Company has not issued any equity
shares with differential rights to dividend,
voting or otherwise.

c. The Company has not issued any shares,
warrants, debentures, bonds or any other
convertible or non-convertible securities.

d. The Company has not issued any sweat
Equity shares to its directors or employees.

e. The Company has not made any changes in
the voting rights.

f. The Company has not reduced or bought

back its share capital, has not changed the
share capital structure from any

restructuring.

g. The company's securities were not
suspended for trading during the year.

h. The Company has not failed to implement
any corporate action.

i. The disclosure pertaining to explanation for
any variations or deviation in connection
with certain terms of a public issue, right
issue, preferential issue etc is not applicable
to the company.

j. There was no revision of financial
statements and Board's Report of the
Company during the year under review.

k. None of the Auditors of the Company have
reported any fraud as specified under the
second proviso of Section 143(12) of the
Companies Act 2013.

l. No application has been made under the
Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of
application made or any proceeding
pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the
end of the financial year is not applicable;
and

m. The requirement to disclose the details of
difference between the amount of the
valuation done at the time of onetime
settlement and the valuation done while
taking loan from the Banks or Financial
Institutions along with the reasons thereof,
is not applicable.

n. No credit rating has been obtained by the
Company with respect to its securities.

ACKNOWLEDGEMENTS:

Your directors place on records their sincere
thanks to bankers, business associates,
consultants, and various Government
Authorities for their continued support
extended to your Companies activities during
the year under review. Your directors also
acknowledge gratefully the shareholders for
their support and confidence reposed on your
Company.

By Order of the Board of Directors
For Elcid Investments Limited

Varun Vakil

Chairman
(DIN:01880759)

Place: Mumbai
Date: May 25, 2026

1

Retained Earnings do not include Debt and Equity instruments classified at Fair Value through Other
Comprehensive Income