Your directors are pleased to present their Twenty-Ninth Report together with Audited Financial Statements for the
year ended March 31,2026.

FINANCIAL HIGHLIGHTS:

The summary of financial performance of the Company for the year under review is as given below:

FINANCIAL PERFORMANCE:

The Indian equity markets delivered negative returns
in FY26, with the benchmark Nifty 50 index declining
5.1% year-on-year. The decline was primarily driven
by several adverse geopolitical developments over the
course of the year. The United States imposed tariffs on
various countries impacting global trade. India faced one
of the highest tariff rates globally. Towards the end of
the year, the Middle East conflict created unprecedented
supply disruptions and widespread macro-economic
uncertainty. India is particularly affected due to its
dependence on energy imports from the Gulf region and
sharp increase in energy prices. In addition, valuations
across the Indian IT industry were affected by the rapid
advancements in AI, which are widely expected to have
a disruptive impact on the IT services sector.

Foreign Institutional Investors (FIIs) were significant
sellers in the Indian equity markets during the year,
redeploying capital to other markets such as Korea,
Japan, Taiwan and the United States. The decline
in Indian equity markets adversely impacted the
investment portfolio of the Company, resulting in
negative comprehensive income on both standalone
and consolidated basis.

Total Income:

On a standalone basis, the total income for FY 2025-26
was Rs. 5,476.69 lakhs as against Rs. 4,619.45 lakhs in
the previous year, mainly due to higher dividend income.

On a consolidated basis, the total income for FY 2025-26
was Rs. 14,412.42 lakhs as compared to Rs. 11,902.94
lakhs in the previous year, mainly attributable to higher
dividend income.

Expenses:

On a standalone basis, the total expenses for FY
2025-26 at Rs. 287.75 lakhs were marginally higher as
compared to Rs. 279.00 lakhs for the previous year. The
increase was mainly due to increase in employee costs.
The annual increments were in line with the industry.

On consolidated basis, the total expenses for FY 2025¬
26 were Rs. 453.95 lakhs as compared to Rs. 473.61
lakhs for the previous year mainly due to decline in other
expenses comprising to legal and professional fees,
investment and miscellaneous expenses.

Profit After Tax:

Standalone Profit after Tax for FY 2025-26 was Rs.
4,006.53 lakhs as compared to Rs. 3,070.13 lakhs
during the previous year, mainly due to increase in
dividend income.

Consolidated Profit after Tax for FY 2025-26 was Rs.
10,463.00 lakhs as compared to Rs. 6,859.57 lakhs
during the previous year, mainly due to increase in
dividend income.

Amounts proposed to be carried to reserves:

An amount of Rs. 801.31 lakhs has been transferred
to Special Reserve in standalone financial statements
as per statutory requirements. The Company has not
transferred any amount to General Reserves during the
year.

DIVIDEND:

With a view to conserve resources in the current
volatile environment and to maintain sufficient funds
for investment and working capital requirements, your
directors consider it prudent not to recommend any
dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure & Developments, Opportunities
and Future Outlook:

According to the Organisation for Economic Co¬
operation and Development (OECD) (March 2026
Report), the global economy grew by 3.3% in the
calendar year 2025, unchanged from the growth
recorded in the calendar year 2024.

The OECD has projected global economic growth of
approximately 2.9% for the calendar year 2026 and
3.0% for the calendar year 2027. However, these
projections are contingent upon the assumption
that the ongoing geopolitical tensions, including the
US-Iran conflict, do not escalate further or persist
for an extended period.

India, on the other hand, benefited from a stable
macroeconomic environment and relatively benign
inflation during FY 2025-26. According to the
Reserve Bank of India (RBI), real GDP growth
is estimated at approximately 7.6% in FY 2025¬
26, compared to 7.1% in FY 2024-25. However,
the escalation of the Middle East conflict and its
impact on crude oil prices pose significant risks to
the domestic economy, given India's dependence
on energy imports from the region. Consequently,
the macroeconomic environment is expected
to transition from a phase of high growth and
low inflation to one requiring more cautious and
defensive economic management.

Reflecting these emerging challenges, the RBI
has projected a GDP growth of 6.9% and inflation
of 4.6% for FY 2026-27, factoring in heightened
geopolitical tensions, elevated global crude oil
prices and potential supply chain disruptions.
These projections could face further downside
risks should the conflict persist and crude oil prices
remain elevated.

Against this backdrop, the operating environment
for financial markets is expected to remain volatile.
The Company, a Non-Banking Financial Company
(NBFC) registered with the Reserve Bank of India
as a Non-Deposit Accepting NBFC, derives a
substantial portion of its revenue from investments.
The value of its portfolio of equities, bonds and
other financial assets is inherently linked to
developments in domestic and global capital
markets, which are influenced by macroeconomic
conditions, interest rate movements, investor

sentiment and geopolitical events. The Company's
ability to preserve capital, manage risk prudently,
identify attractive investment opportunities and
generate sustainable risk-adjusted returns will
hence continue to be critical to its long-term
success.

The investments of the Company are typically
long-term in nature and predominantly in the equity
markets. The Company also invests in companies
where it is a part of the Promoter group from a long¬
term perspective. All investments decisions are
reviewed by the Audit Committee and the Board of
Directors, respectively, on a periodic basis.

b. Risks, Threats and Concerns:

Risk management comprises of identification,
assessment, and prioritization of risks followed
by coordinated and economical application of
resources to minimize, monitor and control the
probability and / or impact of unfortunate events or
to maximize the realization of opportunities.

The Risk Management Committee (‘RMC') of the
Board of Directors manages and monitors the
Company's risks, as detailed herein below under
the heading “Risk Management Process”.

c. Internal control systems and their adequacy:

The Company has an adequate internal audit and
control system commensurate with its size and
nature of business to ensure operational efficiency,
accuracy and promptness in financial reporting and
compliance of various laws and regulations. The
Audit Committee of the Board of Directors reviews
the Internal Audit Report and the adequacy and
effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial
during the year under review. As on March 31,
2026, there were 6 (Six) employees including Key
Managerial Personnel (‘KMP') of the Company.

e. Significant Changes in Key Financial Ratios
(i.e., change of 25% or more as compared
to immediately previous financial year) and
Change in Return on Net Worth as compared to
the immediately previous financial year, along
with a detailed explanation thereof:

Return on Net Worth for FY 2025-26: 1.20%

Return on Net Worth for FY 2024-25: 0.72%

Change in return on Net Worth as compared to
immediately preceding financial year: 66.67%

As compared to the previous year, the Company's
Net Profit has increased mainly on account of
higher dividend income and thereby, resulted in
the increase in Return on Net Worth. Except for

this, there was no significant change (i.e. change
of more than 25%) in any other key financial ratios
during the current financial year as compared to
immediately preceding financial year.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis
describing the Company's objectives, projections,
estimates and expectations may constitute “forward
looking statements” within the meaning of applicable laws
and regulations. Actual results might differ materially from
those either expressed or implied.

SHARE CAPITAL

During the year under review, there was no change in
the share capital of the Company.

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 on
March 31,2026, to which the financial statements relate
and the date of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act,
2013 (‘the Act') and Regulation 34 of the Listing Regulations,
the Consolidated Financial Statements of the Company and
its subsidiary, including the statement containing salient
features of the financial statements of all the Subsidiary
Company of the Company as set out in prescribed Form
No. AOC-1, forms part of this Annual Report.

The Consolidated Financial Statements have been
prepared in accordance with the applicable Indian
Accounting Standards issued by the Institute of
Chartered Accountants of India.

SUBSIDIARY COMPANIES:

As on March 31, 2026, the Company had one wholly
owned subsidiary namely Instant Holdings Limited.

Further, the Financial Statements of the subsidiary for the
year ended March 31,2026 are available on the website
of the Company in accordance with Section 136 of the
Act. The Financial Statements of the subsidiary and the
other related information will be made available to any
Member of the Company seeking such information and
also available for inspection at the Registered Office of
the Company.

As required under Regulation 16(1 )(c) of the Listing
Regulations, the Company has formulated the Policy
for determining Material Subsidiaries and the same is
published on the Company's website athttps://www.
summitsecurities.net/files/corporate governance/
PolicvonMaterialSubsidiarv.pdf

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Listing Regulations
as amended upto date, the Company has adopted a

Dividend Distribution Policy. The same is published on
the Company's website athttps://summitsecurities.net/
filesDividendDistributionPolicy.pdf

RISK MANAGEMENT POLICY/ PROCESS:

The Company had constituted the Risk Management
Committee (“RMC”) in accordance with Regulation 21 of
the Listing Regulations and the Guidelines on Corporate
Governance (“Guidelines”) issued by the Reserve
Bank of India (“RBI”) as applicable to the Company.
The terms of reference of the RMC are in accordance
with the aforesaid Guidelines, the Act and the Listing
Regulations.

The RMC had formulated a Risk Management
Policy. This policy defines a process to ensure that a
structured, disciplined and consistent risk strategy,
providing guidance for risk activity within the Company
by embedding Enterprise Risk Management within the
culture of the business is in place.

One of the elements in the Risk Management
Process as defined in the Risk Management Policy, is
identification and assessment of risks. The identified
risks pertaining to the nature of business carried out
by the Company comprise of Strategic Risk, Interest
Rate Fluctuations Risk, Credit Risk, Risk in Investee
Companies, Operational Risk, Fraud Risk, Sectoral Risk,
Sustainability Risk, ESG related Risks, Capital Market
Fluctuations Risk, Regulatory and Compliance Risk,
Human Resource Risk, Information and Technology
Risk / Cyber Security Risk, Political Risk, Liquidity
Risk, etc. Risk mitigation measures are also reviewed
alongside the identified risks. A report on risk evaluation
and mitigation covering the elements of risks, impact and
likelihood, mitigation measures and risk assessment is
periodically presented before the RMC for review and
placed before the Board of Directors for information.

RELATED PARTY TRANSACTIONS:

The Company has in place a Policy on Related Party
Transactions for purpose of identification and monitoring
of Related Party Transactions. The policy was last
revised and approved by the Board of Directors on
January 31, 2025, and is published on the Company's
website athttps://summitsecurities.net/files/corporate
governance/RelatedPartyT ransactionPolicy.pdf

The Company had not entered into any transaction
with related parties during the year under review which
requires reporting in Form No. AOC-2 in terms of the
Section 134(3) and 188(1) of the Act read with Rule 8(1)
of the Companies (Accounts) Rules, 2014.

There are no relationships between the Directors inter¬
se nor any relationship between the Key Managerial
Personnel (KMP) inter-se.

None of the Directors/KMPs had any pecuniary
relationships or transactions vis-a-vis the Company
except the sitting fees paid to Directors and remuneration
paid to KMPs.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act read with
Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual
Return is published on the Company's website at
https://www.summitsecurities.net/files/AGM/MGT-7/
MGT-7 FY25-26.pdf.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Since the Company is registered as a Non-Banking
Financial Company (NBFC) not accepting public
deposits, with the Reserve Bank of India and having its
principal business of making investments, the Company
is accordingly exempted from the relevant provisions
under Section 186 (11) of the Act. Further, the Company
has neither given any loans or advances nor guarantees
during the year under review.

PUBLIC DEPOSITS:

Since the Company is registered with the Reserve Bank
of India as an NBFC not accepting public deposits, it is
exempted from the provisions of Section 73 of the Act.

Further, the Company has not accepted public deposits
as defined under Reserve Bank of India (Non-Banking
Financial Companies - Acceptance of Public Deposits)
Directions, 2025, as on March 31,2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors:

During the year under review, Mr. Abhay Vasant
Nerurkar (DIN: 00045309) ceased to be an
Independent Director pursuant to completion of his
second term of five consecutive years, effective
from the close of business hours on October 28,
2025.

Pursuant to the provisions of the Act and Articles
of Association of the Company, Mr. Hari Narain
Singh Rajpoot (DIN: 00080836), Non-Executive
Director, retires by rotation at the Twenty-Ninth
AGM and being eligible, has offered himself for re¬
appointment.

Based on the recommendations of the Nomination
and Remuneration Committee, considering their
skills, expertise and experience and the declaration
submitted by them, pursuant to Section 149, 150 and
152, Schedule IV and other applicable provisions, if
any, of the Companies Act, 2013 (“the Act”) and the
Rules made thereunder and Regulation 16, 17 and
other relevant provisions of the Listing Regulations
as amended from time to time and, the Articles of
Association of the Company, the Board of Directors
had at its meeting held on April 29, 2026:

(a) approved the appointment of Mr. Pradeep
Shashikant Pathare (DIN: 01449746) as
an Additional Director (Non-Executive

Independent Director) of the Company for a
period of five (5) years commencing from May
12, 2026 up to May 11, 2031, subject to the
approval of members at the ensuing Annual
General Meeting of the Company.

Pursuant to Section 161 of the Act, Mr.
Pathare holds office from May 12, 2026, up
to the date of the ensuing Annual General
Meeting of the Company (AGM) and is eligible
for appointment as a Director who is qualified
to be an Independent Director pursuant
to Section 149 (6) and other applicable
provisions of the Act, Rules made thereunder
and the Listing Regulations.

(b) considered and approved the re-appointment
of Ms. Shweta Ratnakar Musale (DIN:
03280429) as an Independent Director whose
first term would conclude on November 09,
2026, for a second term of five (5) consecutive
years commencing from November 10, 2026
until November 09, 2031, subject to the
approval of members at the ensuing Annual
General Meeting of the Company.

Accordingly, the Special Resolution(s) are being
proposed and recommended by the Board of
Directors for the approval of members, at this
Annual General Meeting, for approving the following
appointment / re-appointment and who all, shall
not be liable for retirement by rotation during their
tenure:

(a) the appointment of Mr. Pradeep Shashikant
Pathare (DIN: 01449746) as an Independent
Director (Non-Executive) of the Company for
a term of five (5) years with effect from May
12, 2026 until May 11, 2031, who shall not
be liable for retirement by rotation during his
tenure.

(b) the re-appointment of Mr. Shweta Ratnakar
Musale (DIN: 03280429) as an Independent
Director (Non-Executive) of the Company for
a second term of five (5) years commencing
from November 10, 2026 until November 09,
2031, who shall not be liable for retirement by
rotation during her tenure.

In compliance with Section 102(1) of the Act,
Regulation 36(3) of the Listing Regulations and
Secretarial Standard-2 (SS-2) on General Meetings
issued by the Institute of Company Secretaries of
India (ICSI), necessary details have been annexed
to the Notice of the AGM.

b. Key Managerial Personnel:

There was no change in the Key Managerial
Personnel of the Company during the year under
review.

As on March 31, 2026, pursuant to the provisions
of sub-section (51) of Section 2 and Section 203
of the Act read with the rules framed thereunder,
the following persons were the Key Managerial
Personnel of the Company as on March 31,2026:

1. Mr. Arvind Dhumal, Manager.

2. Mr. Anand Rathi, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Further, there were no changes in the Key
Managerial Personnel of the Company during the
year under review.

c. Declarations from Independent Directors:

In terms of the provisions of sub-section (6) of
Section 149 of the Act and Regulation 16 and other
applicable provisions under Listing Regulations
including any amendment(s) thereof, the Company
has received declarations from all the Independent
Directors of the Company that they meet with the
criteria of independence as provided in the Act and
the Listing Regulations. There has been no change
in the circumstances affecting their status as an
Independent Director during the year.

In the opinion of the Board of Directors, the
Independent Directors of the Company possess
requisite qualifications, experience and expertise
and they hold the highest standards of integrity.

The Independent Directors have confirmed that
they have registered and renewed, if applicable,
their names in the data bank maintained with the
Indian Institute of Corporate Affairs (‘MCA’). In
terms of Section 150 of the Act read with Rule 6(4)
of the Companies (Appointment & Qualification
of Directors) Rules, 2014, all the Independent
Directors of the Company are exempted from
undertaking the online proficiency self-assessment
test. The Independent Directors are in compliance
with the provisions of Rule 6 of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014, as amended and applicable.

The Independent Directors of the Company had
no pecuniary relationship or transactions with the
Company other than sitting fees and reimbursement
of expenses, if any, incurred by them for attending
meeting(s) of the Company.

d. Familiarization Programme for Independent
Directors:

Pursuant to the Code of Conduct for Independent
Directors specified under the Act and Regulation
25(7) of the Listing Regulations, the Company
familiarises its Independent Directors on their
roles, rights, responsibilities in the Company,
nature of the industry in which the Company
operates and business model of the Company,
etc. The note on this familiarisation programme

is also published on the Company's website at
https://www.summitsecurities.net/files/Note on
Familiarisation Prog for Ind.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four times during the year
ended March 31, 2026, the details of the same are
mentioned in the Corporate Governance Report, which
forms part of this Annual Report.

COMMITTEES:

As on March 31, 2026, the Committees comprised of
mandatory committees as per the Act and the Listing
Regulations namely Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee and Risk Management Committee.

The non-mandatory Committees comprise of the
Asset Liability Management Committee, IT Strategy
Committee, Information Security Committee and IT
Steering Committee constituted as per applicable RBI
Master Direction(s) and guidelines issued in this regard.
Details of the composition of these committees as per
RBI, along with the number of meetings held during
the year and other related details are set out in the
Corporate Governance Report which forms part of this
Annual Report.

There have been no instances where the Board of
Directors has not accepted the recommendations of any
of its committees, including the Audit Committee.

ANNUAL PERFORMANCE EVALUATION OF BOARD,
ITS COMMITTEES AND DIRECTORS:

The Annual Evaluation, as required under the Act and
the Listing Regulations, has been carried out by the
Board of Directors comprising the performance of Board
of Directors, the performance of each individual Director
(including its Chairman) and its committees. For this
purpose, an Evaluation Questionnaire was prepared
considering the criteria for evaluation in accordance with
the Company's “Nomination and Remuneration Policy”,
approved by the Board of Directors on recommendation
of the Nomination and Remuneration Committee, taking
into account the applicable provisions of the Act and the
rules made thereunder, the Listing Regulations read
with the Circulars issued by SEBI in this regard, which
inter-alia covered various aspects such as participation
in meetings, contribution to strategic decision making,
core governance and compliance, etc. The aforesaid
Evaluation Questionnaire was circulated to all the
Directors and their responses were received in a sealed
envelope addressed to the Chairman of the Board of
Directors and results thereof were then discussed in the
subsequent meeting of the Board of Directors.

NOMINATION AND REMUNERATION POLICY:

Pursuant to the Act, the Listing Regulations and NBFC
Regulations, the Company has constituted a Nomination
and Remuneration Committee consisting of composition

as defined therein. The terms of reference of the
Committee, inter alia, include dealing with appointment
and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel. The
Policy inter-alia covers the criteria for determining
qualifications, positive attributes and independence of a
director, etc.

The detailed Policy is given as Annexure A
to this Report and is also published on the
Company's website athttps://www.summitsecurities.
net/files/corporate governance/Nomination and
Remuneration Policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

(b) such accounting policies have been selected and
applied consistently and such judgements and
estimates have been made that are reasonable
and prudent to give a true and fair view of the state
of affairs of the Company in the Balance Sheet as
at March 31, 2026 and the Statement of Profit and
Loss for the financial year ended March 31,2026;

(c) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the 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 proper internal financial controls were in place
and that such internal financial controls were
adequate and were operating effectively; and

(f) the systems to ensure compliance with the
provisions of all applicable laws were in place and
that such systems were adequate and operating
effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted vigil mechanism in the
form of Whistle Blower Policy (‘WBP’) for directors and
employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the
Company’s code of conduct or ethics policy. The WBP
is also published in the Company’s website athttps://
www.summitsecurities.net/files/corporate governance/
Whistle BlowerPolicv.pdf

PARTICULARS OF EMPLOYEES:

a. A statement containing the Disclosures pursuant
to Section 197(12) of the Act and Rule 5(1) of The

Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
Annexure B to this Report.

b. The statements required under Section 197
read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (‘the Rules’), as amended,
will be made available to any Member upon request.
Any member interested in obtaining a copy of the
said statement may write to the Company.

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

The Company is an NBFC and engaged in investments
and financial activities, its operations do not account for
substantial energy consumption. However, the Company
adopts all possible measures to conserve energy.

The provisions relating to research and development
and technology absorption are not applicable to the
Company. During the year under review, there have
been no transactions in the Company relating to foreign
exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the introduction of sub-section (9) under
Section 135 of the Act vide the Companies Amendment
Act, 2020, which was effective from January 22, 2021,
the Board of Directors are empowered to perform the
functions of CSR Committee as the annual expenditure
is below the threshold of Rs. 50 Lakhs.

The CSR policy of the Company is published on the
Company’s website athttps://www.summitsecurities.
net/files/corporate governance/CSR Policy.pdf.

A report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is attached as Annexure C to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Company was included in the list of the top 1000
companies as per average market capitalization as
on December 31, 2024, as published by the Stock
Exchanges, where it is listed namely BSE Limited and
National Stock Exchange of India Limited. Consequently,
in accordance with Regulation 34 read with Regulation
3(2) of the Listing Regulations, the requirement to
submit the Business Responsibility and Sustainability
Report is applicable to the Company for the financial
year ended March 31,2026, and the Report is prepared
as per Regulation 34(2)(f) of the Listing Regulations and
forms part of this Annual Report.

STATUTORY AUDITORS:

The shareholders of the Company had at Twenty-
Seventh AGM held on August 22, 2024, approved the

appointment of M/s. DMKH & Co, Chartered Accountants
(Firm Registration No. 116886W) as statutory auditors
of the Company to hold office from the conclusion of
Twenty-Seventh AGM till the conclusion of Thirtieth
AGM of the Company.

M/s. DMKH & Co, Chartered Accountants have
confirmed that they continue to be eligible to act as the
Statutory Auditors of the Company in compliance with
Section 139 and 141 of the Act read with rules made
there under, the Listing Regulations and RBI Act, 1934,
read with other relevant Regulations / Notifications /
Circulars issued thereunder, to the extent applicable, for
the financial year 2026-27.

INTERNAL AUDITORS:

M/s. V. S. Somani & Co, Chartered Accountants were
the Internal Auditors of the Company for the financial
year 2025-26. They have consented to act as Internal
Auditors of the Company for the financial year 2026-27.

Based on the recommendations of the Audit Committee,
the Board of Directors had at their meeting held on
April 29, 2026, re-appointed M/s. V. S. Somani & Co.,
Chartered Accountants as the Internal Auditors of the
Company for FY 2026-27.

SECRETARIAL AUDITORS:

The members at Twenty-Eighth Annual General
Meeting held on August 07, 2025, had appointed M/s.
Parikh Parekh & Associates, Company Secretaries as
the Secretarial Auditors for conducting the Secretarial
Audit in accordance with Section 204 of the Act read
with Regulation 24A of the Listing Regulations for a term
of five consecutive years commencing from financial
year 2025-2026 until 2029-2030. The Secretarial Audit
Report prepared in accordance with Section 204(1) of
the Act in the prescribed Form No. MR-3 provided by
M/s. Parikh Parekh & Associates, Company Secretaries
is attached as Annexure D to this Report.

SECRETARIAL AUDIT OF MATERIAL UNLISTED
SUBSIDIARY:

Although the provisions of Section 204(1) of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
are not applicable to Instant Holdings Limited (‘Instant'),
material unlisted subsidiary of the Company, Secretarial
Audit of the said subsidiary was carried for the year ended
March 31, 2026, in accordance with Regulation 24A of
the Listing Regulations. The Secretarial Audit Report
of Instant issued by M/s. Parikh Parekh & Associates,
Company Secretaries is attached as Annexure E to this
Report

EXPLANATION OR COMMENTS ON AUDITORS’
REPORT AND SECRETARIAL AUDIT REPORT:

There is no qualification, reservation or adverse remark
or disclaimer made either by the Statutory Auditor in

Auditors Report or by the Company Secretary in Practice
(Secretarial Auditor) in the Secretarial Audit Report and
hence any explanation(s) or comment(s) as required
under Section 134(3) of the Act does not arise.

Further, Statutory Auditors have not reported any
instances of fraud to the Central Government and Audit
Committee as per the provisions of Section 143(12) of
the Act read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

CORPORATE GOVERNANCE:

A report on Corporate Governance alongwith a certificate
from the Auditors of the Company stipulated pursuant to
Regulation 34 of the Listing Regulations are annexed as
Annexure F to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS:

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

DETAILS OF PROCEEDING MADE OR PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:

During the year under review, there were no proceedings
made nor were any pending under the Insolvency and
Bankruptcy Code, 2016. There was no instance of one¬
time settlement with Bank or Financial Institution.

DETAILS OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF:

During the year under review, the Company had neither
borrowed any amount nor were there any pending loans
from any bank, so the question of one-time settlement or
valuation in this regard does not arise.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in
the nature of business.

INTERNAL FINANCIAL CONTROLS:

Details in respect of adequacy on internal financial
controls with reference to the financial statements are
stated in the Management Discussion and Analysis
section of this Report.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Act are not
applicable to the Company.

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

The Board of Directors at their Meeting held on May
23, 2014, constituted Internal Complaints Committee

pursuant to Section 4 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“the Act”).

As per Section 6 of the Act, those organizations which
have less than ten employees can refer to the complaints
to the Local Committee instead of constituting Internal
Committee. Considering the Company has less than ten
employees, the Board at its meeting held on August 02,
2023, dissolved the Internal Complaints Committee.

The details of the complaints received, disposed and
pending, during the FY 2025-2026 are as follows:

COMPLIANCES UNDER SECRETARIAL STANDARDS
AND MATERNITY BENEFIT ACT, 1961 / CODE ON
SOCIAL SECURITY 2020:

The Institute of Company Secretaries of India (ICSI)
has currently mandated compliance with the Secretarial
Standards on board meetings and general meetings.
During the year under review, the Company has complied
with the applicable Secretarial Standards issued by ICSI.

The Company is in compliance with the applicable
provisions relating to maternity benefits as prescribed
under the Maternity Benefit Act, 1961 / the Code on
Social Security, 2020.

ACKNOWLEDEMENTS:

Your Directors place on record their gratitude for the
continued support and co-operation extended by the
Government authorities, banks, members and employees
of the Company.

On behalf of the Board of DirectorsRamesh D. Chandak

Chairman

Date: April 29, 2026 DIN: 00026581

Place: Mumbai