To, The Members,

Your Directors have pleasure in presenting the 32nd Annual Report of your Company along with Audited Financial Statements and the Auditor's Report thereon for the year ended 31st March, 2026.

The Performance of the Company for the financial year ended 31st March 2026 is summarized below

Highlights of Performance

The financial performance of the Company for the year ended 31st March, 2026 reflects a decline in total income and a loss before tax, compared with the previous year.

The total income for the year was 248.63 lakhs, compared with 250.22 lakhs in the previous year. The Company reported a loss before tax of 16.90 lakhs and a loss after tax of 20.41 lakhs, as against a profit before tax of 18.22 lakhs and profit after tax of 11.93 lakhs in the previous year.

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

To maintain liquidity, no dividend has been declared for the financial year 2025-26. The Board aims to present stronger financial statements in the future.

Dividend Distribution Policy

The Dividend Distribution Policy is not applicable to the company as per Regulation 43A of SEBI Listing Regulations.

The paid-up share capital as of March 31, 2026, stands at 249,615,000. There were no new issues of shares, debentures, or other convertible instruments during the year.

Buy Back of Securities No securities were bought back during the year.

Sweat Equity No Sweat Equity Shares were issued during the year.

Bonus Shares No Bonus Shares were issued during the year.

Employees Stock Option Plan
The company did not provide any Stock Option Scheme to its employees.

Issue of Shares through Preferential Allotment
No equity shares were issued through preferential allotment during the year.

Deposits from Public
The company did not accept any public deposits during the year.
Repayment of Deposit/ Payment of Interest
There were no defaults in the repayment of deposits or payment of interest.

Transfer to General Reserves
Your Company does not propose to transfer any amount to the general reserves of the Company.

Change in the Nature of Business
There were no changes in the nature of the business during the financial year.

Material Changes and Commitments
The COVID-19 pandemic has increased estimation uncertainties in financial statements. The actual economic conditions may differ from forecasts, potentially impacting accounting estimates.

Material changes and commitments affecting the financial position of the company:
Save as otherwise disclosed in this Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Extract of Annual Return
The Annual Return as of March 31, 2026, is available on the company's website:
https://www.stellarcapital.in/investors-info/annual-return/

Details of Subsidiary, Joint Venture, and Associate Company
The company has no subsidiaries, joint ventures, or associates.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the Financial Year ended March 31, 2026, the following changes occurred in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Board Composition The composition of the Board of Directors is in compliance with the provisions of Section 149 of the Companies Act, 2013, with an optimum combination of Executive and Non-Executive Directors.

Fraud Reporting No frauds were reported by the Statutory or Secretarial Auditors.

Statutory Auditors

Audit Committee and the board recommends re-appointment of M/s HEMANT ARORA & Co, LLP., Chartered Accountants to hold office for the First term of five consecutive years from the conclusion of the 31ST AGM of the Company held in 2025 till the conclusion of the 36th AGM to be held in 2030, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The reports given by M/s HEMANT ARORA & Co, LLP., Chartered Accountants, Statutory Auditors on Standalone Financial Statements of the Company for F.Y. 2025-26 form part of the Annual Report, which are self-explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer given by the Statutory Auditors in their report.

Secretarial Auditor

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net worth of the Company are below the threshold limits hence, the provisions of Regulations 17-27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 are not applicable on the Company for the FY 2025-26.

In accordance with Section 204 of the Companies Act, 2013, the Board of Directors appointed Ms. Rupal Mittal, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3, signed by Ms. Rupal Mittal (C.P. No. 28929, M. No. A79967), is attached as Annexure-2 and forms an integral part of this Report. The Secretarial Auditor has reported certain observations, which are reproduced in the relevant Annexure.

In compliance with the recent amendment to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular dated January 19, 2024, it has been mandated that all listed entities shall appoint a Secretarial Auditor for a continuous term of five years. Although the said provision is currently not applicable to the Company due to its paid-up capital and net worth falling below the prescribed thresholds, the Company has voluntarily chosen to comply with the regulatory intent in the interest of sound corporate governance.

The Audit Committee and the Board of Directors, at their respective meetings held on 05th September, 2026, approved and recommended the appointment of Ms. Rupal Mittal, Practicing Company Secretary, as Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2026-27 to FY 2030-31, subject to approval of the Members at the ensuing AGM.

Reporting of Fraud

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

Annual Secretarial Compliance Report

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net worth of the Company are below the threshold limits hence, the provisions of Regulations 17-27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is not applicable on the Company for the FY 2025-26.

Hence, the Annual Secretarial Compliance Report, as required under Regulation 24A of Listing Regulations, was not required to be obtained.

The maintenance of cost records and requirements of cost audit as prescribed by Central Government under the provisions of section 148(1) of the Companies Act 2013 are not applicable. Hence, the Company is not required to maintain cost records and to undertake cost audit in accordance with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct internal audit functions and activities. The Internal Auditor carries out periodic audits to evaluate the adequacy, effectiveness, and compliance of internal control systems and procedures, covering all critical areas of the Company's operations. The reports of the Internal Auditor are presented to the Audit Committee and the Board of Directors for their review, along with necessary recommendations for strengthening the internal control framework wherever required.

The Audit Committee and the Board of Directors, at their respective meetings held on 05th September, 2026, approved and recommended the appointment of CA Manoj Sharma, Prop. M/S Arvind Mohan & Associates, Chartered Accountants as Internal Auditor of the Company (Membership No.: 520585 /Firm Registration No. FRN-028167N, as Internal Auditor of the Company

During the year under review, there were no instances of fraud reported by Auditors under Section 143(12) of the Companies Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Sec on 134(3)(e) and Sec on 178(3) of the Companies Act, 2013 (Act), the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of Directors, KMP and other employees can be accessed at the website of the Company at www.stellarcapital.in

Court/Tribunal Orders No significant orders were passed by regulators or courts affecting the company's going concern status.

Disclosure of Application under Insolvency and Bankruptcy Code, 2016 The company has not filed any petition under the Insolvency and Bankruptcy Code, 2016.

Unpaid/Unclaimed Dividend & Investor Education and Protection Fund (IEPF)

During the financial year under review, the Company did not transfer any amount to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013. This was because no dividends had remained unpaid or unclaimed for a period of seven years or more from the date, they became due for payment.

Demat Suspense Account/Unclaimed Suspense Account

In terms of SEBI Circulars, no shares are lying in the Company's Unclaimed Securities Suspense Demat Account and Unclaimed Securities Suspense Escrow Demat Account:

Development and Implementation of Risk management

Your Company is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing basis. The Company has also formulated the Risk Management Policy through which the Company has identified various risks like quality risk, industry and competition risk, risk of loss and assets which in the opinion of the

Board may threaten the existence of the Company. Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the Board is responsible for the overall risk management in coordination with Internal Auditor who reports directly to the Board. In the opinion of the Board there have been no identification of elements of risk that may threaten the existence of the Company.

Change in Nature of Business

During the review under a year, there have been no material changes in the nature of business of the Company.

Details of Internal Financial Controls

The company has adequate internal financial controls to safeguard assets and ensure accurate reporting.

Human Resources Management

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industry's leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

Corporate Governance

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company's Paid-up Share Capital and Net Worth are below the prescribed threshold limits. Consequently, the provisions of Regulations 17 to 27, and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, along with Para C, D, and E of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year 2025-26. In view of the above, the requirement to furnish the Corporate Governance Report does not apply to the Company during the financial year 2025-26.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo- Conservation of Energy: Not applicable as the company does not engage in manufacturing.- Technology Absorption: Not applicable.- Foreign Exchange Earnings and Outgo: Nil for both earnings and outgo.

RBI Guidelines

The Company is registered with the Reserve Bank of India as a Non-Banking Finance Company. The Secretarial Auditor has observed a default in quarterly filing compliance on the RBI CIMS Portal during the year under review. The observations of the Secretarial Auditors and the management's response thereto are as under:

Corporate Social Responsibility (CSR)

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Company's business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in society through its services, conduct and initiatives, so as to promote sustained growth for the society. During the financial year under review, the Company was not covered under provisions of Section 135 of the Companies Act, 2013 and relevant rules related to Corporate Social Responsibility.

Operations And Business PerformanceKindly refer to the Management Discussion & Analysis Report which forms part of this report.

Board Meetings & Annual General MeetingNine Board Meetings were held during the year. The 31st Annual General Meeting of the Company is scheduled to be held on 30th September, 2025 through video conferencing.

Meetings of Independent DirectorsThe Independent Directors met once during the year, on March 31, 2026.

Policy on Directors' Appointment and RemunerationA policy for selection, appointment, and remuneration of Directors, Senior Management, and KMPs is available on the company's website: www.stellarcapital.in

Declaration by DirectorsAll Directors confirm they meet the "fit and proper" criteria and are not disqualified under Section 164(2) of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declaration for each Independent Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI (Listing and Other Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Directors and Senior Management Personnel. All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ("IICA").

Pursuant to applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) ("Listing Regulations"), the Board, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors.

A structured questionnaire, covering various aspects of the functioning of the board and its committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Director's performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place.

The Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had a separate meeting held on 31.03.2026. No Directors other than Independent Directors had attended this meeting. Independent Directors discussed inter-alia the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Familiarization Programme for Independent Directors

The Company has formulated a structured Familiarization Programme for its Independent Directors with the objective of providing insights into their roles, rights, responsibilities, and the working of the Company, including updates on industry developments and regulatory changes. This programme also includes interactions with senior management on matters related to the Company's strategy, operations, financial performance, and risk management

Internal Complaints Committee for Prevention of Sexual Harassment No complaints were received or disposed of during the year.

Committees of the Board:

Vigil Mechanism/Whistle Blower Policy

As per Listing Regulation and Section 177(9) of the Companies Act 2013, the Company has established Vigil Mechanism through which Directors, Employees and Business Associates may report unethical behavior, malpractices, wrongful conduct fraud, and violation of company's code of conduct without any fear of reprisal. Vigil Mechanism is being overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The said Policy provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Audit Committee on reporting issues concerning the interests of employees and the Company and no employee was denied access to the Audit Committee. The policy as approved by the Board is uploaded and available on the company's website.

Particulars of Employees

The Company had 26 employees on a standalone basis as of March 31, 2026. The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Board's report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, as on the 31 March, 2026, form part of the Notes to the financial statements provided in this Integrated Annual Report

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Audit Committee approved the related party transactions and wherever it is not possible to estimate the value, the audit committee accordingly approved the limit for the financial year, based on best estimates.

The particulars of transactions entered with the Related Party refer to section 188(1) and applicable rules of the Act have been given in the Annexure 3 to their report in Form AOC2. All contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis. Also, the Company has disclosed all related party transactions in relevant Note 30 to the Financial Statements for the financial year 2025-26. There was no material related party transaction, involving payment made to related party with respect to

brand usage/royalty, requiring approval of the shareholders during F.Y. 2025-26.

Related Party TransactionsAll related party transactions were at arm's length and in the ordinary course of business.

Compliance with Secretarial StandardsThe company has complied with Secretarial Standards - 1 & 2.

Risk Management PolicyA Risk Management Policy is implemented and available on the company's website: .

Development And Implementation of Risk Management

Your Company is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing basis. The Company has identified various risks like quality risk, industry and competition risk, risk of loss and assets which in the opinion of the Board may threaten the existence of the Company. Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the Board is responsible for the overall risk management in coordination with Internal Auditor who reports directly to the Board. In the opinion of the Board there have been no identification of elements of risk that may threaten the existence of the Company.

Management Discussion and Analysis Report (MDAR) The MDAR is presented separately in the Annual Report.

Particulars of Employees

? Ratio of Remuneration: Remuneration was paid to Rishabhh Aneja, Rajni Aneja & Pranay Aneja as per The Companies Act, 2013- Permanent Employees: 26 as of March 31, 2026.

Director's Responsibility Statement

Pursuant to the provision under Section 134(3)(C) of the Companies Act, 2013, the Board of Directors to best of its knowledge & ability confirm that:

In the preparation of the annual accounts for the Financial Year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures;- 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 of the Company for that period.- The Directors 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;- The Directors had prepared the annual accounts on a going concern basis; and- The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.;- The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.;- Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2025-26.

Stock Exchange Listing

The company's equity shares are listed on BSE Limited's SME Platform. Listing fees for 2026-27 have been paid.

Acknowledgement

The Board expresses gratitude to shareholders, employees, bankers, customers, and other associates for their support and cooperation.