The financial statements for the year ended 31^st March, 2026 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

The total reserves for the financial year 2025-2026 is Rs. (20,666,508)/-.

There are no Changes in the Capital Structure of the Company.

We would like to add that Management is looking forward to an optimistic year 2026-2027 and we appreciate all our stakeholders for their faith in the Company. We are optimistic about the opportunities ahead of us, and we look forward to taking our Company to greater heights and achieving many more successes in the years to come.

Your Directors are positive about the Company's operations and making best efforts to implement the cost reduction measures to the extent feasible.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

During the year, there has been no change in the nature of business of the Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION :

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31^st March, 2026 and the date of this Directors' Report i.e. 1^ST September, 2026 except as mentioned in this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act, 2013, NILESH SAVLA, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

12. INDEPENDENT DIRECTOR APPOINTED DURING THE YEAR

There is no Independent Director Appointment during financial year 2025-2026.

Independent Directors' meeting was held on 25-03-2026 for FY 2025-2026.

13. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The details are given as under.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors. The evaluation was carried out based on various criteria, including participation and contribution, knowledge, skills, fulfilment of responsibilities, effectiveness and overall performance.

15. COMMITTEES OF THE BOARD

There are currently three committees of the Board, as following:

The composition of the Audit Committee is as under:

2) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

3) Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is as under:

16. REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy formulated in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the criteria for determining qualifications, positive attributes and independence of Directors and other matters relating to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy is available on the website of the Company at www.nidhiservicesltd.com.

17. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors have 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 have prepared the annual accounts on a going concern basis.

e) The directors 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) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

18. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, the Auditors, M/s. MNT & Associates, Chartered Accountants (FRN: 124913W) was Appointed as Statutory Auditor of the Company from 36th Annual General Meeting till the conclusion of 41st Annual General Meeting for FY 2026-2027 of the Company.

However, M/s. MNT & Associates tendered their resignation w.e.f. 01-09-2026 due to pre occupation.

VPH & Associates LLP, Chartered Accountants (Firm Registration No. 126573W/W100703) appointed as Statutory Auditors of the Company conclusion of this Annual General Meeting until the conclusion of the

19. INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out with approval of the Company's Audit Committee. The Plan is aimed at evaluation of the efficacy and adequacy of internal Control systems and Compliance thereof, robustness of Internal Processes, policies and accounting procedures and Compliance with laws and regulations. Based on the reports of Internal Audit, process owners undertake corrective action in their respective areas. Significant Audit Observations and corrective actions are periodically presented to the Audit Committee of the Board.

20. AUDITORS' REPORT

The Directors are of opinion that the comments in the Auditors report are self-explanatory and do not call for any further explanations.

21. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has an adequate system of Internal Financial Control Commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Company's policy, safeguarding of its assets, prevention and detection pf frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial Information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There are no instances of fraud which necessitates reporting of material mis-statement to the Company's operations.

22. REPORTING FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review and till date of this Report, the Company has neither made any application against anyone nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

24. COMPLIANCE WITH THE MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary systems and HR Policies are in place to uphold the Spirit and letter of Legislation.

25. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the Principles of Diversity, Equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 7 Female Employees: 0 Transgender Employees: NIL

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

26. DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

27. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/S. PAYAL TACHAK & ASSOCIATES, PRACTICING COMPANY SECRETARIES had been appointed as Secretarial Auditor of the Company for the Financial Year 2025-2026.

Secretarial Auditor's observation and Management's explanation to the Auditor's observation

Reply from Management:

For Point Number 1, 2 and 3:

The Company has not been doing that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

The report of the Secretarial Auditors is enclosed as ANNEXURE I to this report.

28. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS.

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

29. UNSECURED LOAN FROM DIRECTOR

During the year under review, the Company has not accepted any unsecured loan from the Directors or their relatives.

30. COMPANY'S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS, AND

DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to the constitution of the Nomination and Remuneration Committee is applicable to the Company and hence the Company has devised Remuneration policy as required under Section 178 of the Companies Act, 2013 and have uploaded at the website of the Company www.hfpltd.in.

31. DISCLOSURE UNDER SECTION 22 OF THE 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 workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SH Act”). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy.

No compliant was received from any employees of the Company or otherwise during the financial year 2025-2026 and hence no complaint is outstanding as on 31 March, 2026 for Redressal.

32. COST RECORDS

The provisions relating to maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

33. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.

34. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

35. RELATED PARTY TRANSACTION

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions.

However, during the year the Company has not entered any new contracts or arrangements with Related Parties in terms of Sec 188 of the Companies Act, 2013. Accordingly, the Disclosure of related Party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is applicable to the Company for FY 2025-2026.

Details of transactions entered into by the Company, in terms of IND AS 24 have been disclosed in the notes to the Standalone financial Statements forming part of this Report.

36. EXTRACT OF ANNUAL RETURN

The Annual Return for Financial Year 2025-2026 as per provisions of the Act and Rules thereto, is available on the Company's website at www.hfpltd.in.

37. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company's website.

38. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal control system is commensurate to the size, scale and complexities of its operations.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.

40. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

41. LISTING WITH STOCK EXCHANGES

The Company is listed with BSE Ltd.

42. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

43. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.