To,

The Members,

Dar Credit & Capital Limited

Your Board of Directors ("Board") are pleased to present the 32nd (Thirty second) Board Report of the business and operations of Dar Credit & Capital Limited ("the Company or Dar Credit or DCCL") covering the business and key operational highlights of your Company together with the Audited Financial Statements and Independent Auditor's Report for the financial year ended March 31, 2026.

1. Financial Summary and Highlights/State of Company's Affair

The Company's financial performance for the Financial Year ended March 31, 2026 and corresponding figures of FY ended March 31, 2025 are summarized in the following table:

KEY INDICATORS

The Company continued to demonstrate strong financial performance during the year. The key highlights are as mentioned below:

(Rs In Crs.)

2.Brief Description of Company's Affairs

Your Company, a Base Layer Non-Banking Financial Company (NBFC), completed one year since the listing of its Equity Shares on the NSE Emerge Platform on May 28, 2026—an important milestone that underscores a transformative phase in its journey as a listed entity.

This occasion is not merely a passage of time, but a reflection of the Company's steadfast commitment to the highest standards of transparency, robust corporate governance, and disciplined financial management.

During the Financial Year 2025-26, the Company recorded strong financial growth, with its Net Worth surpassing Rs. 100 crores and its loan portfolio exceeding Rs. 225 crores, reflecting robust operational performance and continued market confidence. Despite a challenging macroeconomic environment characterized by volatile interest rates, geopolitical tensions, and a dynamic regulatory environment, the Company maintained its resilience and adaptability, continuing to respond effectively to emerging risks and opportunities. The Company's total income for the financial year ended March 31, 2026 has increased to Rs 50.05 Crore from Rs 41.39 Crore as on March 31, 2025 having a revenue growth of 21%.

The Company's Net Worth as on March 31, 2026 stood at Rs 103.85 crores as against Rs 73.51 crores in the last year. The Company has continued its thrust in financing Personal Loan/Secured MSME Loan/ Unsecured MSME Loan.

In the current financial year, the Company has strategically strengthened its focus on secured MSME lending, primarily catering to small business owners by extending loans against collateral such as shops, residential properties, and vacant land. In line with this initiative, the Company has expanded its operational footprint by establishing new branches in West Bengal, including Bagnan and Katwa, while continuing to maintain a strong presence across key states such as Bihar, Jharkhand, Gujarat, Madhya Pradesh, and Rajasthan.

These expansions are aligned with the Company's commitment to deepening its MSME lending portfolio and enhancing financial inclusion. The increased geographical reach is expected to contribute significantly to improved business performance, higher profitability, enhanced revenue streams, and sustainable long-term growth.

This strategic capital infusion represents a key milestone in the Company's growth trajectory. It has strengthened the Company's balance sheet and enhanced its liquidity position, thereby enabling it to pursue its next phase of expansion while maintaining a prudent and balanced capital structure.

During the period under review, the Company successfully issued Non-Convertible Debentures (NCDs) aggregating to Rs. 75 crores on a private placement basis, in one or more tranches. Notably, the Company achieved a significant distinction by becoming the first company in India, across both NSE and BSE platforms, to allot NCDs amounting to Rs. 20 crores in a single tranche on a private placement basis to 136 retail investors through the Electronic Bidding Platform (EBP).

IPO Highlights

During the financial year under review, Dar Credit & Capital Limited achieved a significant milestone by successfully completing its Initial Public Offering (IPO) and listing its equity shares on the NSE EMERGE Platform on 28th May, 2025. This landmark event marked the Company's transition into a publicly listed entity and strengthened its position in the Indian capital markets.

The Company came out with a Book Built Issue comprising a fresh issue of 42,76,000 equity shares of face value Rs10/- each at an issue price of Rs60/- per equity share (including a premium of Rs50/- per equity share), aggregating to Rs25.66 Crores. Out of the total issue, 2,16,000 equity shares were reserved for the Market Maker and the Net Issue consisted of 40,60,000 equity shares.

The proceeds of the IPO are being utilized for augmentation of the Company's capital base to support the expansion of its lending business, meeting general corporate purposes, and defraying the expenses incurred in relation to the issue. The Company utilized the proceeds of the IPO in accordance with the objects stated in the Prospectus and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018.

Further due to Initial Public Offering (IPO), the issued, subscribed and Paid up share capital of the Company increased from Rs10,00,00,000/- comprising 1,00,00,000 Equity Shares of Rs10/- each to Rs14,27,60,000/- comprising 1,42,76,000 Equity Shares of Rs10/- each, consequent to the allotment of 42,76,000 Equity Shares under the Fresh Issue.

The IPO received an overwhelming response from investors and was oversubscribed by approximately 106 times, demonstrating strong investor confidence in the Company's business model, financial performance and long-term growth prospects.

The Board of Directors places on record its sincere gratitude to the Company's shareholders, investors, merchant bankers, legal advisors, statutory auditors, registrars, bankers, depositories, regulatory authorities, stock exchange and all other intermediaries for their invaluable guidance and support in the successful completion of the IPO. The Board also extends its appreciation to the employees, customers and other stakeholders whose continued trust and commitment have contributed to this remarkable achievement.

The proceeds raised through the Initial Public Offer (IPO) have been fully utilized by the Company during the financial year 2025-26. The utilization of funds on a quarterly basis are summarized below:

As on June 30, 2025:

# Utilized for procurement of fixed assets

As on September 30, 2025:

# Utilized for procurement of fixed assets As on December 31, 2025:

# Utilized for procurement of fixed assets

Your directors confirm that the IPO proceeds have been fully utilized for the purposes stated in the Offer Document and there has been no deviation or variation in the utilization of the proceeds from the objects stated therein.

3. Change In Nature of Business

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

4. Dividend

In view of the financial performance of the Company during the year under review, the Board of Directors has recommended a dividend of 5% (i.e. Rs 0.50 per equity share of Rs 10 each) for the financial year ended 31st March 2026, subject to the approval of the shareholders at the ensuing 32nd Annual General Meeting (AGM).

The recommended dividend is in accordance with the Dividend Distribution Policy of the Company, which aims to balance the objective of rewarding shareholders and maintaining adequate reserves for future growth.

The dividend payout ratio for the financial year under review is 6.71% of the standalone profits of the Company.

The Board confirms that the dividend has been recommended after considering the Company's financial position, cash flows, capital expenditure requirements, and future business plans.

Further the Company During the period under review, the Board of Directors of the Company had paid an interim dividend each of Rs0.50 (Rupees Fifty Paise only) per equity share of Rs10/- (Rupees Ten only) each fully paid-up of the Company, aggregating to Rs71,38,000 (Rupees Seventy-One Lakh Thirty-Eight Thousand only) to the equity shareholders.

5. Dividend Distribution Policy

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy, which sets out the parameters and circumstances that will be considered by the Board of Directors while recommending or declaring dividend.

Although the said regulation is not mandatorily applicable to the Company, the Board of Directors has voluntarily adopted a Dividend Distribution Policy as part of its commitment to good corporate governance practices. The revised Policy was approved by the Board of Directors at its meeting held on November 11, 2025.

The Dividend Distribution Policy is available on the website of the Company at Dividend Distribution Policy.

6. Subsidiary, Joint Ventures and Associate Companies

The Company does not have any subsidiary, associate or joint ventures Companies within the meaning of section 2(87) and 2(6) of the Companies Act, 2013, so the requirement of disclosure as per Rule 8(1) of the Companies (Accounts) Rules 2014 is not applicable on the Company.

7. Transfer To Reserve

Since, the Company is a Non- Banking Financial Company registered with Reserve Bank of India (RBI), therefore, as per requirement of section 45-IC of the RBI Act, 1934, every Non-Banking Financial Company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

Therefore, the Company has transferred Rs.2.02 Crores in the statutory reserves fund i.e. aggregating to 20% of its net profit for the Financial Year 2025-26. Further, your Board of Directors decided to transfer a sum of Rs 1 Crore to general reserves of the Company.

8. Resource Mix

• Borrowings

The Company has diversified funding sources from Public Sector Banks, Private Sector Banks, and Financial Institutions etc. The details of funds raised during the year are as below:

No Interest payment or principal repayment of the Term Loans was due and unpaid as on March 31, 2026. The assets of the company which are available by way of security are sufficient to discharge the claims of the banks and debenture holders as and when they become due.

• Debt to Equity Ratio

As on March 31, 2026, the debt-to-equity ratio of the Company stood at 1.77 times against 1.97 times as on March 31, 2025. The leverage ratio as per RBI for NBFCs shall not be more than 7 at any point of time and our leverage ratio is below the same.

• Non- Convertible Debentures (NCDs)

During the Financial year 2025-26, your company has issued 4,600 Secured, rated, listed, redeemable, taxable, Non - Convertible Debentures ('NCDs") denominated in Indian Rupees having a face value of Rs. 1,00,000 (Rupees One Lakhs) each aggregating to Rs. 46,00,00,000/- (Rupees Forty-six Crores) and 15,000 Secured, rated, listed, redeemable, taxable, Non - Convertible Debentures ('NCDs") denominated in Indian Rupees having a face value of Rs. 10,000 (Rupees Ten Thousand) each aggregating to Rs. 15,00,00,000/- (Rupees Fifteen Crores) on a private placement basis and these NCDs are listed on the Wholesale Debt Market segment of NSE Limited.

As specified in the term sheet, the funds raised from NCDs were utilized for the purpose of on lending purpose only. Details of the end use of funds were furnished to the Stock Exchange on a quarterly basis.

The brief details of NCDs issued on a private placement basis during the year 2025-26 are mentioned below:

#Your directors wish to inform the Members that, as on date, the Company has raised an aggregate amount of Rs75 Crores through the issuance of Non-Convertible Debentures (NCDs), out of which Rs14 Crores was raised during the month of May, 2026.

The Company has been regular in making payments of principal and interest on all the NCDs issued by the it on a private placement basis.

The assets of the Company which are available by way of security are sufficient to discharge the claims of the debt security holders as and when they become due.

Further, during the period under review, the Company had successfully executed Early redemption of NCDs with requisite approval of the Debenture Holders of the Company, which were listed on the BSE Platform. The details of which are enumerated below:

9. Capital Structure

During the period under review, the Authorized Share Capital of the Company increased from Rs. 12,50,00,000 (Rupees Twelve Crores Fifty Lakhs) to Rs.15,00,00,000 (Rupees Fifteen Crores) and the paid-up share capital of the Company had increased from Rs. 10,00,00,000 (Rupees Ten crores only) to Rs. 14,27,60,000 (Rupees Fourteen Crores Twenty- seven lakhs and sixty thousand only).

10. Credit Rating

The Company's financial discipline and prudence is reflected in the credit ratings ascribed by rating agencies. Below table depicts the credit ratings of the Company as on March 31, 2026

11. Capital Resources and No of Employees as On the Closure of the Financial Year

The Company recognized people as its most valuable assets and it has built an open, transparent and meritocratic culture to nurture this asset.

Your Company has a work environment that inspires people to do their best and encourages an ecosystem of teamwork, continuous learning and work life balance. Your Company believes that people perform to the best of their capability in organization to which they feel truly associated. Your Company focuses on widening organizational capabilities and improving organizational effectiveness by having a competent and engaged workforce. Our people are our partners in progress and employee empowerment has been critical in driving our organizational growth to the next level.

The Company had below mentioned permanent employees on the rolls of the company as on March 31, 2026:

• Female: 28

• Male: 233

• Transgender:0

12. Network Expansion (Branches)

As at March 31, 2026, the Company has a network of 35 branches spread across six states in India. The Company continues to focus on expanding its branch network in a phased manner to strengthen its presence and improve accessibility to its services.

13. Technology Initiative by The Company

Your Company continues to leverage technology to enhance operational efficiency and customer service.

During the year, we continued our journey of digital transformation by strengthening our technology infrastructure and enhancing the overall customer experience. A key milestone was the continued advancement of VIJAY Software, our in-house loan management and operational platform, which has significantly improved process efficiency, credit assessment, loan servicing, and compliance monitoring while enabling faster and more informed decision-making.

Further strengthening our digital capabilities, we enhanced our employee mobile application, equipping our field teams and branch personnel with a secure and efficient platform to manage customer interactions, process loan applications, access realtime information, and perform operational activities seamlessly while on the move.

Together with VIJAY Software, our integrated technology ecosystem has streamlined internal processes, improved operational efficiency, enhanced data accuracy, and enabled faster decision-making. These digital initiatives have empowered our employees to deliver more responsive and efficient services while reinforcing DCCL's commitment to innovation, operational excellence, and sustainable growth.

14. Material Changes and Commitments, If Any, Affecting The Financial Position Of The Company Which Have Occurred Between The End Of Financial Year Of The Company To Which The Financial Statements Relate And The Date Of The Report

There are no significant 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.

15. Changes in Directors and Key Managerial Personnel's

a) Board of Directors

As on March 31, 2026, the Company's Board of Directors comprises of Five (5) Directors viz. Two (2) Whole-time Directors (Executive), One (1) NonExecutive Director and Two (2) Non- Executive Independent Directors.

During the year, Ms. Neha Baid (DIN: 07021179) was appointed as an Additional Director (Independent Category) with effect from March 25, 2025. Her appointment was subsequently approved by the members at the Annual General Meeting held on July

16. 2025, and she was appointed as an Independent Director for a term of five consecutive years from March 25, 2025 to March 24, 2030.

b) Key Managerial Personnel

During the period under review, there was no change in the Key Managerial Personnel of the Company.

c) Statement on Compliance with Code of Conduct by Board of Directors and Senior Management Personnel

Your Company has voluntarily adopted a Code of Conduct for its Board of Directors and Senior Management Personnel, in accordance with the provisions of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Code reflects the Company's commitment to upholding the highest standards of ethical conduct, integrity, compliance, and accountability. It serves as a guiding framework to reinforce our core values and promote a culture of transparency and responsible governance. During the financial year under review, the Board of Directors and Senior Management Personnel have fully complied with the Code of Conduct, both in letter and in spirit. The code of conduct is available on the website of the company at Code of Conduct of Board of Directors and senior Management Personnel.

d) Separate Meeting of Independent Directors

In compliance with Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was held on Friday, February 20, 2026 for FY 2025-26, with all Independent Directors in attendance. This meeting took place without the presence of Non-Independent Directors and members of the management. At this meeting, the Independent Directors inter-alia evaluated the performance of the Non-Independent Directors & the Board as a whole and the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non-Executive Directors and discussed aspects relating to the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation was carried on broad parameters such as Board Composition & quality, Board meetings and procedures, Knowledge and Skills, Strategy formulation and execution, Personal Attributes and such other relevant factors. The Independent directors expressed their satisfaction towards the performance of the Board and the Non-Independent Directors of the Company.

16. Declaration by Independent Director(S)

In accordance with the provisions of section 149(7) read with rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors have submitted the necessary declaration of independence, confirming that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013. Further, the Independent Directors have affirmed that they have complied with the Code applicable for Independent Directors as stipulated under Schedule IV of the Companies Act, 2013 and have registered their name in the data bank of Independent Directors and paid the relevant fees. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the Companies Act, 2013, the Company has taken on record the declarations/disclosures submitted by Independent Directors that either they are exempt from appearing in the test or they have passed the exam as required by the IICA.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year:

There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board all the Independent Directors are persons of integrity and has relevant experience and expertise (including proficiency) for being an Independent Directors of the Company.

17. Number of Meeting of The Board of Directors

The Board of Directors met 16 (Sixteen) times during the year under review. Adequate notice was given to all the Directors along with agenda and detailed notes to agenda were sent at least seven days in advance except for few urgent meetings held at shorter notice.

Frequency and quorum of these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act and Secretarial Standards issued by The Institute of Company Secretaries of India. Moreover, due to business exigencies or keeping in mind the urgency of matter, resolutions were passed by way of circulation. The Board of Directors actively participated in the meetings and contributed valuable inputs on the matters brought before them from time to time.

During the Financial Year 2025-26, the Company held 16 (Sixteen) Board Meetings of the Board of Directors as per Section 173 of Companies Act, 2013, which is summarized below:

18.BOARD COMMITTEES

The Board of Directors of the Company, functions either as full Board, or through various Committees constituted to oversee specific areas of business operations and Corporate Governance. Each Committee of the Board is guided by its terms of reference, which defines the composition, scope and powers of the Committee. The Committees meet at regular intervals, focus on their assigned areas and make informed decisions within the authority delegated to them. As on March 31, 2026, the Board has 7 (Seven) Committees, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Finance Management Committee

• Risk Management Committee

• Asset & Liability Management Committee

• Stakeholder Relationship Committee

Following is the details of various committees and its members. The committee meetings were held periodically and were attended by the respective members. The Finance Management Committee (Formerly known as Borrowing Committee) were held on an as-needed basis, primarily in connection with the availing of fresh loans and the satisfaction/discharge of existing loans obtained by the Company.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Finance Management Committee

d) Risk Management Committee

e) Asset & Liability Management Committee

f) Stakeholder Relationship Committee

All the recommendations of the respective Committees were duly approved and accepted by the Board during the Financial Year 2025-26.

19. Policy on Director's Appointment and Remuneration

Pursuant to the provisions of Section 134(3)(e) of the Act, the Company's Nomination and Remuneration Policy (NRC Policy) on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on the website of the company at Nomination and Remuneration Policy.

20. Annual Performance Evaluation

Pursuant to the provisions of section 178 of the Companies Act, 2013, Securities and Exchange Board of India and Guidance Note on Board Evaluation and Guide to Board Evaluation issued by The Institute of Company Secretaries of India, the Board of Directors has carried out an annual performance evaluation of its own performance, its Committees and the Directors individually including Independent Directors based out of the criteria and framework adopted by the Board.

The criteria for performance evaluation of Committees, Board as a whole, Chairpersons, and other Directors provide certain parameters like:

• The Company has an appropriate board size and structure.

• The Board currently contains a sufficient range of expertise to make it an effective governing body.

• The composition of the Board complies with the provisions of the Companies Act, 2013.

• Members of the Board meet all applicable independent requirements.

• The Board has the proper number of committees as required by legislation and guidelines, with well-defined terms of reference and reporting requirements.

• The Committees are appropriately constituted.

• The Board has developed a strategic plan and is planning adequately for the future.

• The Board Evaluates the strategic plan periodically to assess the Company's performance, considers new opportunities and responds to unanticipated external developments, etc.

The Directors expressed their satisfaction on the parameters of evaluation, the implementation of the evaluation exercise and the outcome of the evaluation process.

21. Statutory Auditors and Their Report

Pursuant to the provisions of section 139 and 141 of the Companies Act, 2013 read with rules made thereunder and based on the recommendation of Audit Committee and Board of Directors, M/s. VMSM & Co., Chartered Accountants, (Firm's Registration Number : 329962E) were appointed as Statutory Auditors of the Company, vide Ordinary Resolution passed in the 31st Annual General Meeting held on July 16, 2025 for a consecutive period of 5 (Five) years till the conclusion of 36th Annual General Meeting to be held in the calendar year 2031 at a remuneration as may be mutually agreed by the Board of Directors and Statutory Auditors from time to time.

M/s. VMSM & Co., Chartered Accountants, (Firm's Registration Number: 329962E), Chartered

Accountants, have confirmed that they are not disqualified to be appointed as Statutory Auditors of the Company and have confirmed their eligibility in terms of Section 139 and 141 of the Companies Act, 2013 and RBI Guidelines.

There are no qualifications or adverse remarks in the Auditors' Report on the Financial Statements for the Financial Year 2025-26 which require any clarification/explanation. The Notes on financial statements are self-explanatory and need no further explanation.

22. Secretarial Auditors and Secretarial Audit Report

In compliance with the provisions of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on November 05, 2024 had re-appointed M/s. Jayshri Tulsyan & Associates, Practicing Company Secretaries (Membership No. F7725) from the financial year 2024-25 to 2028-29 to undertake the Secretarial Audit of the Company for the period under review.

The Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor is annexed to this Report and marked as Annexure - I.

Further there has been no qualifications, reservation, or adverse remark or disclaimer in their Report.

23. Reporting of Frauds by The Auditor

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported, any instances of fraud committed against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013.

24. Internal Auditor & Internal Audit Report

As a part of its efforts to evaluate the effectiveness of the internal control systems, pursuant to the provisions of Section 138 of the Companies Act,

2013, read with the Companies (Accounts) Rules,

2014, the Board of Directors at its meeting held on November 05, 2024 had appointed M/s. B. Chatterjee & Co., Chartered Accountants (Membership number- 012428) as the Internal Auditors' of the Company from the financial year 2024-25 till 2028-29 to conduct internal audit of various functions and activities of the Company, as per the scope, functioning, periodicity and methodology mutually decided by the Board and the Internal Auditor.

There were no qualifications or adverse remarks in the Internal Auditors' Report which require any clarification/explanation.

25. Cost Auditors and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148 of the Companies Act, 2013 are not applicable in respect of the business activities carried out by the company and hence the company was not required to maintain cost records.

26. Annual Return

As per the requirement of Section 92(3) read with section 134(3) (a) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return of the Company for the Financial Year ended on March 31, 2026 in the prescribed Form MGT-7 is available on the Company's website at Annual Return.

27. Energy Conservation, Technology Absorption

Since your Company renders financial services, the disclosure relating to conservation of energy and Technology absorption in not applicable during the period under review.

28. Foreign Exchange Earnings And Outgo

Pursuant to the provisions of the Companies Act, 2013 read with applicable rules, the details of foreign exchange earnings and outgo during the financial year under review are as follows:

• Foreign Exchange Earnings: Nil

• Foreign Exchange Outgo: During the year under review, the Company has incurred foreign exchange expenditure amounting to Rs 3,94,683.12/- towards payment made to Rising Sun Software for services availed.

29. Disclosure Under Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 ("Posh Act")

The Company has always believed in providing a safe and harassment free workplace for every individual through various intentions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013("POSH Act"), amended as on date.

As per the statutory requirements the details of the Internal Complaint Committee is mentioned below:

Composition of Internal Complaints Committee

The company has also framed a Policy on Prevention of Sexual Harassment at Workplace in accordance with POSH Act which offers comprehensive protection to all Employees (permanent, contractual, temporary, trainees) are covered under this policy which is available on the website of the company at POSH Policy.

Following is the summary of sexual harassment complaints received and disposed off by the Company during the year under review:

Further the Internal Complaints Committee met Three (3) times during the financial year 2025-26. The details of the meeting held during the period under review are enumerated below:

30. Statement With Regards to Compliance with Maternity Benefit Act, 1961

During the period under review the Company has Complied with the provisions of the Maternity Act, 1961.

31. Risk Management

The Company has in place a comprehensive Risk Management Policy in accordance with the provisions of Section 134(3)(n) of the Companies Act, 2013.

The Policy provides for a robust framework to identify, assess, monitor and mitigate various risks that may impact the business of the Company. It lays down procedures to inform the Board about the risk assessment and minimization procedures and ensures that risk management is an integral part of the Company's governance framework.

A Risk Management Committee has been constituted by the Board to assist in overseeing the implementation of the risk management policy and procedures. The Committee periodically reviews the risk management framework and ensures its effectiveness.

The Board of Directors reviews the risk management framework periodically and is of the opinion that there are no material risks that may threaten the existence of the Company. However, the Company continues to monitor and mitigate risks relating to operations, finance, compliance and external environment on an ongoing basis.

The Company has established internal control systems and processes to ensure that all identified risks are managed effectively. The Risk Management

Policy of the Company is available at the website of the Company at Risk Management Policy.

The details w.r.t. Risks and Concerns associated with the Company have been explained in the Management Discussion and Analysis Report forming part of this Annual Report as Annexure-III.

32. Details of Establishment of Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with applicable rules and Regulation 4(2)(d)(iv) and Regulation 46(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors, employees and other stakeholders.

The Policy provides a framework for reporting genuine concerns or grievances related to unethical behaviour, fraud, violation of the Company's Code of Conduct, and other improper practices.

The Company ensures that adequate safeguards are in place to protect whistle-blowers from victimization and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Audit Committee oversees the functioning of the Vigil Mechanism and reviews complaints received under this mechanism. The Whistle Blower Policy is available on the Company's website at Whistle Blower Policy.

During the year, no whistle blower event was reported and mechanism is functioning well and no personnel has been denied access to the Chairman of Audit Committee.

33. Deposits from Public

Being a non-deposit taking Non-Banking Financial Company (NBFC), your Company has not accepted any deposit from public within the meaning of the provisions of the Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025 and provisions of the Companies Act, 2013 and shall not accept any deposit from the public without obtaining prior approval of the RBI. Therefore, disclosure required in terms of deposit accepted under chapter V of the Companies Act, 2013 is not applicable.

34. Particulars of Loans, Guarantees or Investments by The Company

Pursuant to Section 186(11) of the Companies Act, 2013 read with rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

35. Particulars of Contracts or Arrangements with Related Parties

In accordance with the provisions of Section 188(1) of the Companies Act, 2013, the transactions with the Related Parties during the financial year 2025-26 were at arm's length basis and in the ordinary course of business of the Company.

However, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, no material transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 and hence does not form part of this report.

However, the disclosures of the related parties are provided in the notes to accompanying Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026 in the accordance with the Accounting Standards.

The company has adopted a Policy on dealing with Related Party Transactions for the purpose of identification, monitoring and approving of such transactions and the same can be accessed on website at Related Party Transaction Policy.

36. Corporate Social Responsibility Initiatives

The Company has formulated a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Board of Directors confirms that the CSR activities undertaken during the financial year were carried out in accordance with the CSR Policy of the Company, both directly and through its implementing agency, Milico Foundation. The said Policy is available at the website of the Company at Corporate Social Responsibility Policy.

Since the Company's CSR obligation is less than Rs50 lakhs, the functions of the CSR Committee are being discharged by the Board of Directors.

During the financial year, the Company was required to spend Rs11,66,538 towards CSR activities and has spent Rs11,66,538.

Further, the Annual Report on CSR Activities during the Financial Year 2025-2026 is attached as Annexure II.

37. RBI Guidelines

The Company is registered with Reserve Bank of India (RBI) as a Base Layer Non-Banking Financial Company. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations as amended from time to time.

The Special Auditor's Report issued by the Statutory Auditors' to the Board in terms of the requirement of Reserve Bank of India is annexed herewith as marked as Annexure IV.

38. Significant and Material Orders Passed By The Regulators Or Courts Or Tribunals, Impacting The Going Concern Status Of The Company And Its Future Operations

During the period under review there were no significant material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

39. Internal Financial Control Systems and Their Adequacy

The Company has in place adequate internal financial controls with reference to Financial Statements. Internal control systems comprising of policies and procedures, are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilization of resources, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations.

40. Transfer of Unclaimed Dividend To Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act, 2013 read with applicable rules, the Company is required to transfer unpaid or unclaimed dividend amounts to the Investor Education and Protection Fund (IEPF) after the completion of seven years from the date they become due for payment.

During the year under review, there were no amounts of dividend remaining unpaid or unclaimed for a period of seven years. Accordingly, no amount was required to be transferred to the Investor Education and Protection Fund.

The unclaimed dividend amounts, wherever applicable, have been duly transferred by the Company to a separate Unclaimed Dividend Account within the prescribed timelines. Details of such unclaimed dividend amounts are available on the website of the Company at Unclaimed Amounts.

Further, in compliance with applicable SEBI circulars, the Company has formulated and adopted a Policy on Unclaimed Amounts, which is also available on the website of the Company at Policy for claiming Unclaimed Amounts.

41. Statement on Compliance of Secretarial Standards

Your directors state that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively and the applicable Secretarial Standards, i.e. SS-1 and SS- 2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly complied with by your Company.

42. Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016 (31 Of 2016) During the Year Along with Their Status as At the End Of The Financial Year

During the financial year under review, the Company has neither made any applications, nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) therefore, it is not applicable on the company.

43. One Time Settlement

There has been no one time settlement done during the year.

44. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, which forms part of this Annual Report as Annexure III.

45. Directors' Responsibility Statement

Your Directors would like to inform that the audited financial statements for the financial year ended March 31, 2026, are in conformity with the requirements of Clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 ("Act") and hereby confirm that:

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

b) 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 or loss of the Company for that period;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

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

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

46. Complaints Received from Investors

The details of the Complaints received from the investors during the period under review are mentioned below:

47. Corporate Governance

The Company is listed on the SME Platform of National Stock Exchange of India Limited (NSE Emerge). In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance requirements relating to Corporate Governance are not applicable to SME listed entities. Accordingly, the Company is not required to provide a separate report on Corporate Governance for the financial year under review.

However, the Company recognizes the importance of good corporate governance practices and continues to adopt and implement, to the extent possible, best governance practices in its operations.

48. Employee Remuneration

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors' Report as Annexure V.

49. Statement on Deviations/ Variations

Pursuant to Regulation 34(2) and Regulation 52(7) and 7(A) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, there has been no deviations/ variations in the utilization of issue proceeds during the period under review.

50. Other Disclosures

Pursuant to Regulation 34 and 53 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures w.r.t. the Related Party transactions are not applicable to the Company during the period under review. Hence, the same shall not form part of the Annual Report of the Company.

Further, such other disclosures with respect to the Board's Report as required under the Companies Act, 2013 and the Rules notified thereunder are either NIL or NOT APPLICABLE to the Company during the period under review.

51. Acknowledgement

Your directors wish to place on record their appreciation of the contribution made by employees at all levels, towards the continued growth and prosperity of your Company. Your directors also wishes to place on record their appreciation to business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.