• TRANSFER TO RESERVES

During the year under review, no amount was transferred to General Reserve.

• CHANGES IN CAPITAL STRUCTURE

• Stock Split (Effective from 18^th July,2025)

The Company, pursuant to the approval of the Board of Directors in their meeting held on 30^th May, 2025 and its shareholders in Extraordinary General Meeting held on 02^nd July, 2025, has carried out the sub-division/split of each existing 1 (One) equity share of face value Rs. 10/- (Rupees Ten only) each in Authorised, Issued, Subscribed and fully paid-up into 10 (Ten) equity shares of face value of Rs. 1/- (Rupee One only) each, in the Authorised, Issued, Subscribed and Fully Paid-up Share Capital of the Company.

• Conversion of Warrants into Equity

During the financial year 2025-26, the Company allotted the equity shares mentioned below pursuant to the conversion of warrants into equity shares upon receipt of the balance 75% of the issue price from the respective warrant holders.

• Indo Thai Realties Limited

Incorporated on 1^st March, 2013 as a Wholly Owned Subsidiary Company of Indo Thai Securities Limited. A key area of focus for the Company is its co-working vertical, operated under the brand Sky Space, which provides flexible, fully serviced office solutions catering to startups, SMEs, and corporate clients. Alongside co-working, the Company actively engages in long-term leasing of commercial spaces, ensuring stable and recurring income streams. The Company is engaged in real estate and infrastructure development. The company undertakes the acquisition, development, construction, and management of residential, commercial, and industrial properties including apartments, townships, commercial complexes, hotels, resorts, and infrastructure projects such as roads and bridges. Indo Thai Realties Limited has paid up share capital of Rs. 7,97,87,000/- (Rupees Seven Crores Ninety-Seven Lakhs Eighty-Seven Thousand only). Indo Thai Securities Limited along with its 6 nominee has 100% Equity Shareholding in the Company by investing Rs. 7,97,87,000/- (Rupees Seven Crores Ninety-Seven Lakhs Eighty-Seven Thousand only). Mr. Parasmal Doshi (Executive Director), Mr. Dhanpal Doshi (Executive Director) and Mr. Amber Chaurasia (Independent Director) are holding office as Directors of the Company.

• Indo Thai Globe Fin (IFSC) Limited

Incorporated on 20th February, 2017 as a Wholly Owned Subsidiary Company of Indo Thai Securities Limited. The Company operates as a financial services intermediary within an International Financial Services Centre (IFSC), with a strategic focus on establishing and expanding its presence in GIFT City. A key focus area for the Company is to build a robust platform that provides global market access to both clients and proprietary trading operations. By leveraging the regulatory and tax advantages of IFSCs, particularly GIFT City, the Company aims to offer efficient cross-border investment solutions, competitive trading infrastructure, and diversified financial products. Indo Thai Globe Fin (IFSC) Limited has a paid up share capital of Rs. 1,55,00,000/- (Rupees One Crore Fifty-Five Lakhs only). Indo Thai Securities Limited has 100%

Equity Shareholding in the Company by investing Rs. 1,55,00,000/- (Rupees One Crores Fifty- Five Lakhs only). Mr. Dhanpal Doshi (Executive Director), Mr. Sarthak Doshi (Executive Director), Mr. Rajendra Bandi (Executive Director) and Mr. Sunil Kumar Soni (Independent Director) are holding office as the Directors of the Company.

• Femto Green Hydrogen Limited

Incorporated on 23rd December, 2021, a Subsidiary Company of Indo Thai Securities Limited. The company act as a green energy solution provider that prevents carbon emissions from motor vehicles which can help in eradicating global warming and shape the planet towards a safer and greener tomorrow. Femto Green Hydrogen Limited has a paid - up share capital of Rs.5,78,50,000/- (Rupees Five Crores Seventy-Eight Lakhs Fifty Thousand Only). Indo Thai Securities Limited has 56.86% Equity Shareholding in the Company by investing Rs. 2,85,00,000/- (Rupees Two Crores Eighty-Five Lakhs only). Mr. Dhanpal Doshi (Executive Director), Mr. Parasmal Doshi (Executive Director), Mr. Nandan Vinayakrao Kundetkar (Executive Director), Ms. Shobha Santosh Choudhary (Independent Director), Mr. Prasad Kiran Thakur (Executive Director and Chief Executive Officer) and Mr. Dinesh Sancheti (Executive Director) are holding office as the Directors of the company.

• Indo Thai Financial Services Limited (incorporated on 14^th September,2025)

Incorporated on September 14, 2025 as a wholly owned subsidiary of Indo Thai Securities Limited. The Company is incorporated as a financial services intermediary with the objective of participating in stock and commodity exchanges to facilitate trading in securities, derivatives, and commodities. It also proposes to offer broking, investment advisory, portfolio management, underwriting, and depository services. Indo Thai Financial Services Limited has a paid up share capital of Rs. 30,00,000/- (Rupees Thirty Lakhs only). Indo Thai Securities Limited along with its 6 nominee shareholders has 100% Equity Shareholding in the Company by investing Rs. 30,00,000/- (Rupees Thirty Lakhs only). Mr. Dhanpal Doshi (Executive Director), Mr. Sarthak Doshi (Executive Director) and Mr. Nishit Doshi (Executive Director) are holding office as the Directors of the Company.

• Indo Thai Commodities Private Limited

Indo Thai Commodities Private Limited was incorporated on 21^st November, 2003 and had a paid-up share capital of ?1,85,80,000 (Rupees One Crore Eighty-Five Lakhs Eighty Thousand only). The Company was classified as an Associate Company of Indo Thai Securities Limited, which held 40.05% of its equity share capital, amounting to an investment of ?42,52,000 (Rupees Forty-Two Lakhs Fifty-Two Thousand only). Mr. Parasmal Doshi (Executive Director), Mr. Dhanpal Doshi (Executive Director), and Mr. Sarthak Doshi (Executive Director) were serving as Directors on its Board.

During the year under review, Indo Thai Securities Limited has fully divested its entire shareholding in Indo Thai Commodities Private Limited. Consequently, Indo Thai Commodities Private Limited ceased to be an Associate Company of Indo Thai Securities Limited with effect from 19^th May, 2025, in accordance with the provisions of Section 2(6) of the Companies Act, 2013.

• DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company. As on March 31, 2026, the Board of Directors of the Company comprised of six Directors with an optimum balance of Executive and Non-Executive Directors, including one Women Independent Directors.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

The tenure of Mr. Dhanpal Doshi, Managing Director , Mr. Parasmal Doshi, Whole Time Director and Mr. Rajendra Bandi, Whole Time Director is going to expire on 19^th September, 2026 and in terms of the provisions of Section 196, 197 and 203 of Companies Act, 2013 and the Articles of Association of the Company, the Board had, based on the recommendation of Nomination and Remuneration Committee and subject to approval of shareholders at the ensuing AGM, reappointed them at their meeting held on 20th July, 2026.

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During the year under review, there was a change in the Key Managerial Personnel of the Company. Mr. Deepak Sharma resigned from the position of Chief Financial Officer of the Company with effect from 13th January, 2026, in accordance with the provisions of Section 203 of the Companies Act, 2013 read with the rules made thereunder. The Board of Directors places on record its sincere appreciation for the valuable contribution, support, and guidance provided by him during his association with the Company.

Subsequently, pursuant to the provisions of Section 203 of the Companies Act, 2013 and other applicable provisions, if any, read with the rules framed thereunder, Mr. Nishit Doshi was appointed as the Chief Financial Officer of the Company with effect from 14th January, 2026.

Pursuant to the provisions of Section 203 of the Act, Mr. Sarthak Doshi, Chief Executive Officer ("CEO"), Mr. Nishit Doshi, Chief Financial Officer cum Chief Operating Officer, ("CFO cum COO") and Ms. Shruti Sikarwar, Company Secretary and Compliance Officer are the Key Managerial Personnels ("KMPs") of the Company as on March 31, 2026.

• RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajendra Bandi (Whole Time Director) (DIN: 00051441) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mr. Rajendra Bandi is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/ Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the ‘Annexure to the Notice of AGM' forming part of the Annual Report.

• FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business. The details of Familiarization Programme arranged for Independent Directors have been disclosed on the website of the Company and are available at the following link:

• DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of the independence laid down in Section 149(6) of the Companies Act, 2013 along with Regulation 16(1)(b) and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and Companies in the institution of Independent Directors.

• ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of the Committees, and of individual Directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05^th January, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors held on 13^th October, 2025 and 15^th March, 2026, performance of Non-Independent Directors and the Board as a whole was evaluated.

• DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

• in the preparation of the Annual Accounts for the year ended 31^st March, 2026, the applicable Accounting Standards have been followed and there were no material departures from the same;

• the Directors 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 on 31^st March, 2026 and of the profits of the Company for the year ended on that date;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual accounts on a going concern basis

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• NUMBER OF MEETINGS OF THE BOARD

9 (Nine) meetings of the Board were held on the following dates during the financial year 202526:

The necessary quorum was present for all the meetings. The maximum interval between any two Board meetings did not exceed 120 days. For details of meetings and composition of the Board and Committees of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

• AUDITORS

- STATUTORY AUDITOR AND AUDITOR'S REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s SPARK & Associates Chartered Accountants LLP, Indore (Firm Registration No. 005313C/C400311) were reappointed as the Statutory Auditor of the Company at 27^thAGM held on 29^th September, 2021 till the conclusion of 32^nd AGM.

The Report given by the Auditor on the financial statement of the Company is part of this Annual

Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The term of office of M/s SPARK & Associates Chartered Accountants LLP, Indore (Firm Registration No. 005313C/C400311), as Statutory Auditors of the Company will conclude at the close of the ensuing Annual General Meeting of the Company. The Board of Directors places on record its sincere appreciation for the professional services rendered by M/s SPARK & Associates Chartered Accountants LLP during their tenure as the Statutory Auditors of the Company.

Further, as per provisions of Section 139(1) of the Companies Act, 2013, on the recommendation of Audit Committee, the Board of Director, subject to the approval of members in the ensuing Annual General Meeting, approved the appointment of Vinod Singhal & Co. LLP as Statutory Auditors of the Company to hold office for a period of 5 years w.e.f. the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting. The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of 5 (Five) years term.

- SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has, based on the recommendations of the Audit Committee and the Board of Directors, appointed M/s Kaushal Ameta & Co., Practicing Company Secretary (Certificate of Practice No. 9103; Membership No. 8144), as the Secretarial Auditors of the Company.

The appointment is for a term of five consecutive years, commencing from the conclusion of 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting of the Company to be held in the year 2030. The Secretarial Auditors shall conduct the Secretarial Audit of the Company for the financial years from 2025-26 to 2029-30.

The remuneration payable to the Secretarial Auditors shall be determined by the Board of Directors based on the recommendations of the Audit Committee and mutually agreed upon with the Secretarial Auditors.

The Secretarial Audit Report for the financial year ended 31^st March, 2026 is annexed herewith marked as "Annexure-B" in ‘Form No. MR-3' and forms an integral part of this Report. No qualifications, reservations and adverse remarks were contained in the Secretarial Audit Report.

- REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor 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 Companies Act, 2013, details of which needs to be mentioned in the Board's Report.

• PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits} Rules, 2014 and therefore, there was no principal or interest outstanding as on the date of the Balance Sheet.

• TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year 2025-26, the dividend lying in the unclaimed divided account of the company for the year 2017-18 and the shares thereto have been transferred to the IEPF Authority.

a) Transfer of unclaimed dividend to IEPF: - Rs. 92861

b) Transfer of shares to IEPF: - 9220

• UNPAID DIVIDEND

During the year under review, the Company has transferred the unclaimed dividend to the unpaid divided account. Details of Unpaid Dividend:

• CODE OF CONDUCT

In compliance with Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has framed and adopted a Code of Conduct (the "Code") which reflects the legal and ethical values to which your Company is strongly committed. The Code is applicable to the Members of the Board, the Senior Management, Officers and Employees of the Company. The Code is available on the following link:

All the Members of the Board, the Senior Management, Officers and Employees have affirmed compliance to the Code as on 31^st March, 2026. Declaration to this effect, signed by Chief Executive Officer, forms part of the Annual Report.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2025-26, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report, and gives detail of overall industry structure, developments performance and state of affairs of the Company's operations during the year.

• INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the financial statements are adequate.

The details in respect of internal financial controls and its adequacy are included in the Management Discussion and Analysis, which forms part of this Report.

• INTERNAL AUDITORS

Internal Audit for the financial year 2025-26 was conducted by M/s A P T & Co. LLP, Chartered Accountants, and M/s S Ramanand Aiyer & Co., Chartered Accountants. The idea behind conducting Internal Audit is to examine that the Company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

The Company has appointed M/s A P T & Co. LLP, Chartered Accountants, and M/s S Ramanand Aiyer & Co. Chartered Accountants in the Board Meeting held on 07^th May, 2026 in accordance with the circulars issued by the Securities and Exchange Board of India for conducting an Internal Audit of Stock Broking, Depository Participant Operations and Regulatory Compliance Audit for the financial year 2026-27. The purpose of this Internal Audit is to examine that the processes and procedures followed and the operations carried out by the Company meet with the requirements prescribed by SEBI and Stock Exchange(s) for Depository Participant/ Trading Members/Clearing Members.

• LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2026-27 to National Stock Exchange of India Limited according to the prescribed norms & regulations.

The company has paid annual listing fee to BSE for the financial year 2026-27 on receipt of invoice from the same.

Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2026-27.

• ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2026 is available on the Company's website and may be accessed at:

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Notes to Accounts (Note No. 6 and 7) annexed to the Financial Statements for the financial year ended 31^st March, 2026 and the same forms part of the Annual Report.

• RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions which fall under the scope of Section 188(1) of the Companies Act, 2013 i.e. transactions of material nature, with its promoters, directors or senior management or their relatives etc., that may have potential conflict with the interest of the Company at large. Transactions entered with related parties, as defined under Section 2(76) of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year 2025-26 were mainly in the ordinary course of business and on an arm's length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A quarterly update is also given to the Audit Committee and the Board of Directors on the Related Party Transactions undertaken by the Company for their review and consideration.

During the year, your Company has not entered into any material contract, arrangement or transaction with related parties, as defined under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions of the Company. The details with respect to the related party transactions are mentioned in the notes to the audited (standalone) financial statements.

There were no transactions during the year under review, that are required to be reported in Form AOC-2 and such Form AOC-2 is given as "Annexure -C" in this Board Report.

As approved by the Audit Committee and the Board of Directors at their respective meetings held on 20th July ,2026, the Company has placed a Resolution before the members for approval at the ensuing Annual General Meeting pursuant to the provisions of Section 188(1) (f) of the Companies Act, 2013, read with the applicable rules made thereunder, in respect of the remuneration payable to Mr. Sarthak Doshi ("Chief Executive Officer") and Mr. Nishit Doshi("Chief Financial Officer cum Chief Operating officer").

The proposed Salary of not exceeding ?10,00,000 (Rupees Ten Lakh only) per month to each

of them exceeds the threshold prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014 and, accordingly, constitutes a Related Party Transaction requiring the approval of the shareholders. The necessary details of the proposed transaction have been set out in the Notice convening the ensuing Annual General Meeting.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, is available on the Company's website and can be accessed at:

• RISK MANAGEMENT (Top 1000 Listed Company as on 31^st December,2025)

During the year under review, the Company was included in the list of Top 1,000 listed entities based on market capitalization as on 31^st December, 2025. Accordingly, the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the Risk Management Committee became applicable to the Company. The existing Risk Management Committee of the Board continues to oversee the implementation and effectiveness of the Company's risk management framework and periodically reviews key risks and mitigation measures.

Risk is an integral part and unavoidable component of business and your Company is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company's operations are prone to general risks associated with economic conditions, change in Government regulations, tax regimes, other statutes, financial risks and capital market fluctuations.

Your Company has taken Brokers Indemnity Insurance Policy for Exchange(s) in order to cover the risk arising from operations. Additionally, the assets of the Company have also been insured under different kinds of separate policies i.e. Standard Fire and Special Perils Policy, Electronic Equipment Insurance, Vehicle Insurance Policy. Company has also taken Keyman Insurance Policy(ies) in order to avoid large negative impact on the Company's operations due to sudden loss of Keyman of the Company.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis. Further risk factors are set out in Management Discussion and Analysis Report which is forming part of this Annual Report.

For the development and implementation of risk plan the Board has framed a Risk Management Policy which may be accessed on the Company's website:

• CORPORATE SOCIAL RESPONSIBILITY ("CSR") & CSR INITIATIVES

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, The Company has constituted Corporate Social Responsibility Committee under the Chairmanship of Mr. Parasmal Doshi, Whole Time Director of the Company, in order to conduct and review Corporate Social Responsibility activities in a prudent manner.

As an integral part of society, your Company considers social responsibility as an integral part of its business activities and the brief outline of the Corporate Social Responsibility policy of the Company, initiatives undertaken by the Company on CSR activities during the year and details regarding the CSR Committee are set out in "Annexure-D" of this report as "Board Report on CSR Activities".

Policy can be accessed on the Company's website at the link:

• VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and have been outlined in Corporate Governance Report which forms part of this Annual Report. The policy provides for adequate safeguards against victimization of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company's website at the link:

• NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in order to pay equitable remuneration to Directors, KMPs and other Employees of the Company. The composition of Nomination and Remuneration Committee has been given under Corporate Governance Report forming part of this Annual Report and ‘Policy on Remuneration of Directors, Key Managerial Personnel and Other Employees' has been

stated in "Annexure-E" set out to be part of Board's Report.

• POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS

Your Company has formulated a policy on Preservation of Documents and Records in accordance with Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy ensures that the Company complies with the applicable document retention laws, preservation of various statutory documents and also lays down minimum retention period for the documents and records in respect of which no retention period has been specified by any law/ rule/ regulation. The Policy also provides for the authority under which the disposal/destruction of documents and records after their minimum retention period can be carried out.

The said policy is available on the website of the Company at the link:

• POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy on Determination of Materiality has been adopted by the Board to determine the events and information which are material in nature and are required to be disclosed to the concerned Stock Exchanges.

The said policy is available on the website of the Company at the link:

• MATERIAL SUBSIDIARY POLICY

In accordance with the requirements of Regulation 16(1)(c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy for Determining Material Subsidiaries.

The same has been hosted on the website of the Company at the link:

• CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information. The Company reviews the

policy on need basis.

The Code for Prohibition of Insider Trading is available on the website of the Company at the link:

dures-for-Fair-Disclosure-of-Unpublished-Price-Sensitive-Information.pdf

• CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of unpublished price sensitive information through SDD Software that could impact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company at the link:

Fair-Disclosure-of-Unpublished-Price-Sensitive-Information.pdf

• ARCHIVAL POLICY

The Company has formulated a policy for archival of its records under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy deals with the retention and archival of corporate records of the Company and all its subsidiaries. The policy provides guidelines for archiving of corporate records and documents as statutorily required by the Company.

The Archival Policy is available on the website of the Company at the link:

• PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place ‘Policy against Sexual Harassment of Women at Workplace' in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as the "said Act") and rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee ("ICC") at the Registered Office and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

During the year under review, there were no such incidents reported in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company has also organized workshops and awareness programmes at regular intervals for sensitizing the employees with the provisions of the Act.

The updated policy against Sexual Harassment of Women at Workplace is available on the website of the Company at the link:

• MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961

The Company confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with the applicable laws.

• AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formed the Audit Committee under the Chairmanship of Mr. Amber Chaurasia. The composition of Audit Committee has been stated under Corporate Governance Report and forms an integral part of report.

All recommendations made by the Audit Committee were accepted by the Board. The role of the Committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws. All possible measures are taken by the Committee to ensure the objectivity and independence of Independent Auditors.

• HUMAN RESOURCE

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth.

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Only with their participation we manage to achieve a healthy work culture, transparency in working, fair business practices and passion for efficiency. Thus, development of human resources at all levels is taken on priority to upgrade knowledge and skills of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Company's ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other. In view of this, various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit.

Your Company also conducts in-house training programs to develop leadership as well as functional capabilities in order to meet future talent requirements and to enhance business operations. Industrial relations were cordial throughout the year. To ensure that the employees are at their productive best, we continue to work on simplifying the internal processes through collaborative efforts with our workforce.

• MATERIAL CHANGES

• Material Changes during the financial year 2025-26:

- Sub-Division / Split of Equity Shares (Refer Changes in Capital Structure point of Board Report)

- Alteration in Main Object Clause of Memorandum of Association (MOA) of Company

The company pursuant to the approval of Board of Directors in their meeting held on 30^th May,2025 and its shareholders in Extra-Ordinary Meeting held on 02^nd July,2025, have altered the Main Object Clause of the company by inserting the below mentioned Clause III:

• PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board's Report under "Annexure-F" as Median Remuneration.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the list of the top 10 employees in terms of remuneration forms part of the Board's Report under "Annexure-F''.

• CORPORATE GOVERNANCE

Your Company's Corporate Governance Practices are a reflection of the value system encompassing culture, policies and relationships with its stakeholders. Integrity and transparency are key to Corporate Governance Practices to ensure that the Company gain and retain the trust of its stakeholders at all times. Your Company is committed for highest standard

of Corporate Governance in adherence of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance forms an integral part of this annual report. A ‘Certificate' from M/s Kaushal Ameta & Co., Practicing Company Secretary, confirming compliance by the Company of the conditions of Corporate Governance as stipulated in Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed as "Annexure-G" to this Board's Report.

• PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Being a Broking Company, we are not involved in any industrial or manufacturing activities and therefore, the Company's activities involve very low energy consumption and have no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy consumption.

There has been no earnings and outgo in foreign exchange during the financial year 2025-26. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as "Annexure-H".

• SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

The Company had availed the settlement scheme introduced by the Securities and Exchange Board of India ("SEBI") in relation to matters pertaining to Association with certain algo platforms. Pursuant thereto, SEBI has issued a Settlement Order bearing ref no.: PSD/SD/ SettScheme/2/2025-26 in this regard.

• GENERAL

Other disclosures related to financial year 2025-26:

- Your Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.

- Your Company has not issued shares with differential rights as to dividend, voting or otherwise.

- Neither the Managing Director nor the Whole-time Director(s) of the Company received any remuneration or commission from any of the Subsidiaries of our Company.

- The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of Board of Directors' and ‘General Meetings' respectively, have been duly complied by our Company.

- Your company has not made any application nor any proceeding is pending under insolvency

and bankruptcy code 2016.

- Your company has not obtained One-time settlement from the Bank or Financial Institution.

• GREEN INITIATIVE

Electronic copies of the Annual Report 2025-26 and the Notice of 32^nd AGM are sent to all members whose email addresses are registered with the Company/depository participants(s). For members who have not registered their email addresses, were provided an opportunity to register the same. We strongly promote the purpose and intention behind Green Initiative, and accordingly the required processes and efforts have been made to encourage the shareholders to get their email addresses registered, so that Annual Reports, Notices and all other concerned information can be received by them.

• APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers, banks and other business associates for their contribution to your Company's growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose wholehearted efforts, the overall satisfactory performance would not have been possible.

Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, BSE, NSE, MSEI, CDSL, NSDL, MCX, NCDEX, RBI, MCA, Central Government and Government of various States and other Regulatory Authorities including Local Governing Bodies. Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. The Company will make every effort to meet the aspirations of its Shareholders.