The Board of Directors (“Board”) of P H Capital Limited (“Company”) are pleased to present the 53^rd Annual
Report and the Audited Financial Statements for the Financial Year (“FY”) ended March 31, 2026.

1. Financial Results

The salient features of your Company’s working for the year ended March 31, 2026 are as under:

(Rs. In Lakhs)

2. Business Overview

During the FY ended March 31,2026, your Company has recorded total income of Rs. 11,408.48 lakhs
as compared to Rs. 18,550.80 lakhs for FY ended March 31,2025 and net profit after tax of Rs. 323.59
lakhs for FY ended March 31,2026 as compared to net profit after tax of Rs. 785.10 for FY ended March
31, 2025.

3. Change in Nature of Business

There was no change in the nature of business of your company during the financial year ended
March 31,2026.

4. Dividend and Bonus-

In order to conserve the resources of the Company and considering the future business plan of the
Company, the Board has not recommended any interim or final dividend on the Equity Shares of the
Company for the financial year ended March 31, 2026.

The Board has at its meeting held on August 11,2026 proposed issue of Bonus Shares in the ratio of
10:1 (10 new bonus equity shares for every 1 equity share of the Company held), subject to approval
of shareholders and other regulatory approvals, as may be applicable.

5. Unclaimed Dividend and Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of Section 124 and 125 of the Companies Act, 2013 (“the
Act”) and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 and amendments thereof, the relevant dividend amounts which remain unpaid and
unclaimed for a period of seven years will be transferred to the Investor Education and Protection
Fund (“IEPF”) from time to time. Further, Equity Shares in respect of which dividend has not been
encashed by the Members during the last seven years, from the date of transfer to the unpaid dividend
account of the Company, will be transferred to the designated Suspense Account as prescribed by the
IEPF Authority from time to time.

Currently, the Company was not required to transfer any amounts to the IEPF.

DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, the details of Nodal Officer of the Company, for the purpose of
coordination with Investor Education and Protection Fund Authority (IEPF Authority) are as under:

Name: Ms. Simran Agarwal

Designation: Company Secretary and Nodal Officer

Postal Address: 605 - 607, Trade world, C wing, Kamala Mill Compound, Lower Parel, Mumbai -
400013

Telephone No.: 91-9867703368
E-mail ID: phcapitalltd@gmail.com

The Company has also displayed the details of Nodal Officer at its website at https://www.phcapital.in

6. Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments affecting the financial position of your Company
which have occurred between March 31,2026 and the date of the Directors Report.

7. Transfer to Reserves

The Company did not transfer any amount to the General Reserves.

8. Share Capital

The Authorised Share Capital of your Company is Rs. 4,00,00,000/-. The Issued, Subscribed and
Paid-up Equity Share Capital of your Company as on March 31,2026, was Rs. 3,00,01,000/- comprising
30,00,100 Equity Shares of Rs.10/- each.

There were no changes in the share capital during the year. However, the Company proposes to
increase it’s authorized share capital to Rs. Rs. 44,00,10,000/- (Rupees Forty Four Crore Ten Thousand
only) divided into 4,40,01,000 (Four Crore Forty Lakhs One Thousand) Equity Shares of Rs. 10/-
(Rupees Ten only) each.

9. Change in Control

The promoters and promoter group of the Company announced that they had entered into a share
purchase agreement dated December 20, 2025 with Mr. Aditya Himmat Bhansali to acquire the
existing promoters shareholding i.e. 21,81,200 equity shares constituting 72.70% of the paid up
share capital of the Company (“Underlying Transaction”).

Pursuant to the completion of the Underlying Transaction, the said transaction resulted in a direct
acquisition of control over the Company and was deemed to be a direct acquisition in terms of the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations”).
In compliance with the SEBI SAST Regulations, Mr. Aditya Himmat Bhansali, made a mandatory open
offer to the public shareholders of the Company.

After the year under review and before the signing of this report, the open offer was made to acquire
up to 7,80,026 fully paid-up equity shares, representing 26% of the fully diluted voting equity share
capital of the Company, in accordance with the SEBI SAST Regulations and subject to the terms and
conditions set out in the Public Announcement, Detailed Public Statement and Letter of Offer.

The tendering period for the open offer commenced on May 19, 2026 and closed on June 02, 2026. A
total of 1 equity share was validly tendered and accepted. Payment of consideration to the public
shareholder was completed on June 4, 2026 and payment of consideration to the sellers was
completed on June 05, 2026.

Consequent to the completion of the open offer, the revised shareholding structure of the Company is
as follows:

10. Deposits

The Company did not hold any public deposits at the beginning of the year nor has it accepted any
public deposits during FY 2025-2026 and till the date of Director’s Report.

11. Subsidiary/Associate/ Joint Venture Companies

The Company does not have any Subsidiary / Associates / Joint Venture company.

12. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and SEBI Circular no SEBI/CFD/CMD/CIR/P/2017/004 dated
January 05, 2017, the Board of Directors have carried out an annual performance evaluation of its own
performance, its Committees, the Directors individually including Independent Directors (wherein the
concerned Director being evaluated did not participate) based on the criteria and framework mentioned
below:

The Board reviewed the performance of each of the Board Committees based on the following
criteria:

Function and Duties:

• The Board Committees are appropriately constituted.

• The terms of reference for the Board Committees are appropriate with clear defined roles and
responsibilities

• The composition of the Board Committees is in compliance with the legal requirement.

• The amount of responsibility delegated by the Board to each of the Board Committees is appropriate.

• The reporting by each of the Board Committees to the Board is sufficient.

• The performance of each of the Board Committees is assessed annually against the set goals of the
committees.

• The terms of reference are adequate to serve committee’s purpose.

• The Board Committees regularly reviews its mandate and performance.

• Board Committee takes effective and proactive measures to perform its functions.

Management Relations

• Board Committees gives effective suggestions and recommendations.

• Board Committee meetings are conducted in a manner that encourages open communication and
meaningful participation of its members.

Committee Meetings and Procedures

• Board Committee meetings have been organized properly and appropriate procedures were followed
in this regard.

• The frequency of the Board Committee meetings is adequate

• Board Committees makes periodical reporting to the Board along with its suggestions and
recommendations.

The Board considered and discussed the inputs received from the Directors.

The Nomination and Remuneration Committee reviewed the performance of Whole Time Director
based on the following criteria:

• Attendance, participations in the Meetings and timely inputs on the minutes of the meetings.

• Contribution towards growth of the Company including actual vis-a-vis budgeted Performance.

• Leadership initiative, like new ideas and planning towards growth of the Company and steps initiated
towards Branding of the Company.

• Adherence to ethical standards & code of conduct of Company.

• Team work attributes and supervising & training of staff members.

• Compliance with policies, reporting of frauds, violation etc. and disclosure of interest.

• Safeguarding of interest of whistle blowers under vigil mechanism and Safeguard of confidential
information.

The Nomination and Remuneration Committee reviewed the performance of each of the Non-Executive
Director (“NED”) and Independent Directors (“ID”) individually based on the following criteria:

• Attendance at Meetings - attendance at Board Meetings, AGMs, Committee meetings.

• Other Directorships held by the NED & ID - in listed or unlisted companies

• Other companies in which NED & ID is a Chairperson

• Participation at Board/Committee meetings

• Input in strategy decisions

• Review of Financial Statements, risks and business performance

• Time devoted towards discussion with Management

• Review of Minutes - Board Minutes, Committee meeting minutes and AGM Minutes

The Board approved the evaluation results as collated by Nomination and Remuneration Committee
(“NRC”).

Also, the Independent Directors at their meeting held on January 27, 2026 reviewed the following:

• Performance of Non-Independent Directors and the Board and the Committee as a whole.

• Performance of the Chairperson of the Company.

• Assessed the quality, quantity and timeliness of flow of information between the Company’s
Management and the Board, which is necessary for the Board to effectively and reasonably perform
their duties.

The Independent Directors expressed their satisfaction with overall functioning and implementations
of their suggestions.

The evaluation process endorsed the Board Members confidence in the ethical standards of your
Company, the cohesiveness that exists amongst the Board Members, the two-way candid
communication between the Board and the Management and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities.

13. Director & Key Managerial Personnel and any Change during the financial year thereof:

As of March 31,2026, your Company’s Board had four (4) Directors comprising of 1 (one) Whole-time
Director, 1 (one) Non-Executive Non-Independent Woman Director and 2 (Two) Non - Executive
Independent Directors.

Ms. Rakhi Sharma was appointed as an Additional Non-Executive Independent Director by the Board
of Directors at its meeting held on May 22, 2025, with effect from the same date. The Board subsequently
proposed her appointment as a Non-Executive Independent Director for approval by the shareholders
through a postal ballot, as set out in the notice dated May 22, 2025. The shareholders of the Company
approved her appointment based on the results of the postal ballot, as determined by the Scrutinizer’s
Report submitted by M/s D Maurya & Associates dated June 28, 2025.

Mr. Prashant Chaturvedi tendered his resignation vide resignation letter dated August 18, 2025 citing
reasons of his pre-occupation and other personal commitments.

Your Company has received declarations from the Independent Directors viz. Mr. Sougata Sengupta
and Ms. Rakhi Sharma stating that, they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Pursuant to the completion of Open Offer and with effect from August 5, 2026, Mr. Rikeen Dalal and Ms.
Sejal Dalal resigned as the Directors of the Company, Mr. Aditya Himmat Bhasali and Ms. Disha
Singhvi were appointed as the Additional Director and Whole-time Directors, subject to approval of
shareholders and Mr. Nagendraa Parakh was appointed as additional Non-executive Independent
Director. The Directors as on the date of signing of this report are:

1. Mr. Aditya Himmat Bhansali, Additional Director;

2. Ms. Disha Singhivi, Additional Director;

3. Mr. Sougata Sengupta, Non-executive Independent Director;

4. Ms. Rakhi Sharma, Non-executive Independent Director; and

5. Mr. Nagendraa Parakh, Additional Non-executive Independent Director.

Retirement by Rotation:

Due to recent change of Control and Management of the Company (as detailed in point 9 above), Mr.
Rikeen Dalal and Ms. Sejal Dalal resigned as the directors and Mr. Aditya Himmat Bhasali and Ms.
Disha Singhvi were appointed as the additional directors with effect from August 5, 2026.

In view of the present composition of the Board (where there are only additional directors and
independent directors on the Board), no director is liable to retire by rotation at this Annual General
Meeting. Accordingly, no resolution under Section 152 of the Companies Act, 2013 relating to retirement
by rotation is proposed.

Independent Directors

Your Company’s Independent Directors have submitted requisite declarations confirming that they
continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act
and your Company’s Code of Conduct. The Board is of the opinion that the Independent Directors of
your Company possess requisite qualifications, experience and expertise in relevant fields for all
round advice to the Company and they hold highest standards of integrity.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder, the
Key Managerial Personnel of your Company as on March 31, 2026 are:

i. Mr. Rikeen Dalal, Whole-time Director

ii. Mr. Vijay Solanki, Chief Financial Officer

iii. Ms. Simran Agarwal, Company Secretary & Compliance Officer

During the period under review, Mr. Samir Desai resigned as Chief Financial Officer of the Company
with effect from January 29, 2026 and Mr. Vijay Solanki was appointed as Chief Financial Officer to fill
vacancy caused by resignation of Mr. Samir Desai with effect from March 27, 2026.

14. Director’s Responsibility Statement

In accordance with the provision of section 134(5) of the Companies Act, 2013, the Board confirms
and submits the Director’s Responsibility Statement:

a) In the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable
Accounting Standards have been followed along with proper explanations relating to material
departures.

b) They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of

affairs of the Company as at March 31,2026 and of the profit of the Company for the year ended
on that date;

c) They have taken proper and sufficient care 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) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively;

f) They have devised proper systems to ensure compliance with provisions of all applicable laws
and that such systems were adequate and operating effectively.

15. MeetingsA. Board Meetings

Regular meetings of the Board and its Committees are held to discuss and decide on various
business policies, strategies, financial matters and other businesses. The Board duly met for 7
(seven) times during the FY 2025-2026 i.e from April 01,2025 to March 31,2026. The dates on which
meetings were held are as follows:

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 / Companies Act, 2013.

The composition of the Board of Directors, their attendance at Board Meetings and last Annual
General Meeting is as under:

B. Committee Meetings(i) Audit Committee(ii) Nomination & Remuneration Committee(iii) Stakeholders Relationship Committee(iv) Corporate Social Responsibility (CSR) Committee

Further all the details of the above mentioned Committee’s, terms of reference, meeting dates and
the other relevant details are given in the Corporate Governance Report filed by the Company with the
Stock Exchange’s .

Expenditure pertaining to CSR for the financial year 2025-26

In the CSR Committee Meeting, held on May 22, 2025, it was noted by the Members that the Company
fulfils the net profit criteria as per Section 135 of the Companies Act, 2013 in the preceding financial
year i.e. 2024-25 and it is under the obligation to make CSR Expenditure. The details on CSR activity
is provided in the CSR Report annexed as “Annexure - A”.

C. Shareholders Meeting:

Ms. Rakhi Sharma was appointed as an Additional Non-Executive Independent Director by the Board
of Directors at its meeting held on May 22, 2025, with effect from the same date. The Board subsequently
proposed her appointment as a Non-Executive Independent Director for approval by the shareholders
through a postal ballot, as set out in the notice dated May 22, 2025. The shareholders of the Company
approved her appointment based on the results of the postal ballot, as determined by the Scrutinizer’s
Report submitted by M/s D Maurya & Associates dated June 28, 2025.

In addition to the postal ballot conducted above, 1 (One) Shareholders Meeting held during the FY
2025-26, the details of which are as follows:

The Annual General Meeting of the Company was held on September 11,2025 at 12 Noon 1ST through
video conference/other audio-visual mode for which the registered office of the company situated at 5-
D, Kakad House, 5th floor, A-wing, Opp. Liberty Cinema, New Marine Lines, Mumbai - 400020 was be
deemed as the venue for the meeting.

16. Particulars of Loan, Guarantees and Investments under section 186 of the Companies Act, 2013

During the FY 2025-2026, the Company had not granted any loan, provided any guarantees and made
investments covered under Section 186 of the Act and rules thereunder. The details of the investments
made by the Company are given in the notes annexed to the Financial Statements.

17. Internal Financial Control System

Your Company has in place, adequate systems and procedures for implementation of Internal Financial
Control across the organization which enables the Company to ensure that the controls are operating
effectively. Your Company has put in place robust policies and systems, which inter-alia, ensure
integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial
information, accuracy & completeness in maintaining accounting records and prevention & detection
of frauds & errors.

18. Details of establishment of Vigil Mechanism/Whistle Blower Policy

Further, in compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your Company has adopted a Whistle Blower
Policy. The Company’s vigil mechanism / Whistle blower Policy aims to provide the appropriate
platform for Whistle blowers to report instances of any actual or suspected incidents of unethical
practices, violation of applicable laws and regulations including the Company’s code of conduct or
ethics policy or Code of Conduct for Prevention of Insider Trading in the company, Code of Fair

Practices and Disclosure. The Policy also provides for adequate safeguards against victimization of
director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied
access to the Audit Committee. The Whistle Blower policy is uploaded on the website of your Company
at www.phcapital.in/pdf/code/Whistle%20Blower%20Policv.pdf

The Audit Committee is also committed to ensure fraud-free work environment. Your Company
investigates complaints speedily, confidentially and in an impartial manner and takes appropriate
action to ensure that the requisite standards of professional and ethical conduct are always maintained.

During the financial year 2025-2026, no cases under this mechanism were reported to the Company.

19. Particulars of Contracts or Arrangements with Related Parties

All transactions with related parties were placed before the Audit Committee as well as the Board for
approval.

All the transactions entered into with Related Parties as defined under the Act during the FY 2025¬
2026 were on an arm’s length basis and were in the ordinary course of business. There were no
materially significant transactions with the related parties during the FY 2025-26, which were in
conflict with the interest of the Company and hence form AOC-2 is not enclosed. The suitable disclosure
required to be disclosed as per Accounting Standard (AS-18) has been made in the notes to the
Financial Statements

The policy on RPTs as approved by the Board of Directors has been uploaded on your Company’s
website and can be accessed at http://www.phcapital.in/pdf/code/
P0LICY%200N%20RELATED%20PARTY%20TRANSACTI0NS.pdf

20. Corporate Governance

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Report on CorporateGovernance is annexed
hereto in Annexure E and forms part of this Report. Your Company is committed to transparency in all
its dealings and places high emphasis on business ethics.

The requisite Compliance Certificate as required under Part E of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, issued by Mr. Dhirendra Maurya (CP
No. 9594), proprietor of M/s. D MAURYA & ASSOCIATES, Practicing Company Secretaries, Mumbai
confirming to the compliance with the conditions of Corporate Governance, is also annexed hereto
which forms part of this Report.

21. Management Discussion and Analysis Report

In compliance with Regulation 34 of SEBI (Listing Obligation and Disclosures Requirements)
Regulation, 2015, the Management Discussion and Analysis Report is annexed as Annexure B.

22. Auditors as on March 31, 2026A. Statutory Auditor:

M/s. S. P. Jain & Associates., Chartered Accountants (Firm Registration No. 103969W) were
appointed as Statutory Auditors at the 49^th Annual General Meeting to hold the office until the
conclusion of the 54^th Annual General Meeting on such remuneration as may be fixed by the
Board apart from reimbursement of out of pocket expenses as may be incurred by them for the
purpose of audit. The Auditors have also furnished a declaration confirming their independence
as well as their arm’s length relationship with your Company as well as declaring that they have
not taken up any prohibited non-audit assignments for your Company. The Audit Committee
reviews the independence of the Auditors and the effectiveness of the Audit process. The Auditors
attended the Annual General meeting of your Company. The Auditors’ Report for financial year
2025-2026 on the Financial Statement of your Company forms part of this Annual Report. The
Notes to the financial statements referred in the Auditors’ Report are self-explanatory. The Auditors’
Report is enclosed with the financial statements forming part of this Annual Report.

Statutory Auditor’s Report:

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory
Auditors, in their Report on the Financial Statements of your Company for FY 2025 - 26.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had M/s. D Maurya & Associates,
Practicing Company Secretaries (Peer Review No. 2544/2022 and CP No.: 9594), Mumbai acting
through its proprietor Mr. Dhirendra Maurya (Membership No: F14132) to undertake the Secretarial
Audit of the Company for a period of 5 (five) years beginning from FY 2025-2026 to FY 2029-2030
with the shareholders’ approval accorded in the 52^nd Annual General Meeting.

Secretarial Auditor’s Report:

The Secretarial Audit Report, in the prescribed Form No. MR-3, is annexed as Annexure C. There
are no qualifications, reservations or adverse remarks or disclaimers made by M/s. D Maurya &

Associates in the Secretarial Audit Report on the Secretarial and other related records of your
Company, for FY 2025- 2026.

C. Internal Auditor

Pursuant to the provisions of Section 138 of the Act, the Board had appointed M/s. C.M. Lopez &
Co., Chartered Accountants, as Internal Auditors of the Company for the FY 2025-2026.

23. Maintenance of Cost Records

Maintenance of Cost Audit Records as specified by the Central Government under Section 148(1) of
the Act is not applicable to the Company and accordingly such accounts and records are not required
to be maintained.

Cost Audit is not applicable to the Company.

24. Particulars of Employees

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure D and
forms a part of this Report of the Directors.

The Company has employees covered under the provisions of Rule 5(2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and therefore, this information
is furnished in Annexure D and forms a part of this Report of the Directors.

25. Policy on Nomination and Remuneration of Directors, KMP & Senior Employees

The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and senior
employees pursuant to the provisions of the Act which can be accessed at http://www.phcapital.in/pdf/
code/Nomination%20and%20Remuneration%20Policv.pdf

26. Disclosure of Frauds in the Board’s Report under Section 143 of the Companies Act, 2013

During FY 2025-26 under review, neither the Statutory Auditors nor the Secretarial Auditor have reported
to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed
against your Company by its officers or employees, the details of which would need to be mentioned
in this Report.

27. Web Address of Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and Rules 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return (e-form MGT-7) of your

Company for the financial year ended March 31,2026 will be uploaded on the website of your Company
and can be accessed at http://www.phcapital.in/annualreturn.html

28. Compliance

The Company has complied and continues to comply with all the applicable regulations, circulars
and guidelines issued by the Ministry of Corporate Affairs, Stock Exchange(s) and Securities and
Exchange Board of India (SEBI) etc. from time to time.

29. Secretarial Standards of ICSI

The Board of Directors affirms that your Company has complied with the applicable Secretarial
Standards (SS) issued by the Institute of Company Secretaries of India during the FY 2025-26 under
review.

30. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013
(“POSH Act”). Internal Complaints Committee (ICC) is not required to be set up by the Company as
per the provisions of the POSH Act. All employees (permanent, contractual, temporary, trainees) are
covered under the Anti-Sexual Harassment Policy . The policy is available on the website of the
company i.e. www.phcapital.in

The following is a summary of sexual harassment complaints received and disposed-off during the
FY 2025-26.

No of complaints received: NIL
No of complaints disposed of: NIL

31. Maternity Benefit: Rule 8(5)(xiii) of The Company (Accounts), Rules, 2014:

The Company affirms that it has duly complied with all the provision of Maternity Benefits to eligible
woman employees during the year.

32. Development & Implementation of Risk Management Policy

Your Company has instituted a strong governance framework with clearly defined roles and
responsibilities that empower the Management team to identify, evaluate, and respond to business
opportunities and risks in a timely and effective manner. This is supported by a comprehensive
system for strategic planning, execution, and performance monitoring aligned with the Company’s

long-term objectives.

A structured Business Risk Management process forms an integral part of this framework, enabling
proactive identification and mitigation of risks. The Risk Management Policy is periodically reviewed
and updated by the Management to ensure its continued relevance in a dynamic business
environment.

To safeguard its operations and interests, the Company maintains adequate insurance coverage for
its assets, including protection against risks such as fire, riot, earthquake, terrorism, and loss of
profits, along with other risks as deemed necessary by the Management.

33. Significant & Material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status of the Company

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status of the Company.

34. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The Company does not own any manufacturing facility and hence the particulars relating to conservation
of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 is not
applicable. The Company has neither earned nor spent any foreign exchange during the FY ended
2025-26.

35. Share Registrar & Transfer Agent

The Company’s Registrar & Transfer Agents is Bigshare Service Private Limited (“Bigshare”). Bigshare
is a SEBI registered Registrar & Transfer Agent. The investors are requested to address their queries
at investor@bigshareonline.com , if any. Further, the investor can also contact to the Compliance
Officer of the Company.

36. Proceeding Under Insolvency and Bankruptcy Code, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016 as amended from time to time, before the National Company
Law Tribunal (NCLT) or any other Courts as on March 31, 2026

37. General

The Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the FY 2025-26:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. Significant or material orders passed against the Company by the Regulators or Courts or
Tribunals during the year ended March 31,2026 which would impact the going concern status of
the Company and its future operations.

d. Buyback of shares

e. Application or proceedings made under the Indian Bankruptcy Code, 2016.

f. Material changes and commitments affecting the financial position of the Company that have
occurred between the end of the financial year to which the financial statements relate and the
date of this report, unless otherwise stated in the report.

g. Reason for difference between valuation done at the time of taking loan from bank and at the time
of one-time settlement.

38. Acknowledgement

The Directors wish to take this opportunity to express their sincere thanks to your Company’s Bankers
for their valuable support and to the Shareholders for their unflinching confidence in the Company.

The Directors wish to place on record their appreciation of the commendable work done, dedication
and sincerity by all the employees of the Company at all levels during the year.

The Directors express their deep sense of gratitude to the Central and State Government Ministries
and departments, customers, business associates, trade unions and all other stakeholders for their
support and look forward to their continued assistance in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORSAditya Himmat Bhansali Disha SinghviCFO & Additional AdditionalWhole-time Director Whole-time DirectorDIN: 03184474 DIN:11751597

Place: Mumbai
Date: August 11,2026