XI.Declaration by Independent

The independent directors of the Company, pursuant to the provisions of Section 149 of the Act and Listing Regulations, have submitted their declaration confirming that each of them meets the criteria of independence as prescribed under the Act read with rules made thereunder and the Listing Regulations and that they continue to comply with the Code of Conduct laid down under Schedule IV to the Act. They have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties independently.

Accordingly, based on the said declarations and after reviewing and verifying its veracity, the Board is of the opinion that the independent directors are persons of integrity, possess relevant expertise, experience, proficiency, fulfil the conditions of independence specified in the Act and Listing Regulations and are independent of the management of the Company.

There has been no change in the circumstances affecting their status as independent directors of the Company. During the financial year 2025-26, the independent directors had no pecuniary relationships or transactions with the Company, except as disclosed in the Corporate Governance Report forming part of Annual Report.

The Company has adopted the Code of Conduct for its directors and senior management personnel (the "Code of Conduct") in accordance with applicable provisions of the Act and the Listing Regulations. On an annual basis, all the Board Members and senior management personnel have affirmed compliance with the Code of Conduct.

XII. Board Evaluation

Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors. In compliance with Sections 134, 178 and Para II, V and VIII of Schedule IV of the Act and Regulation 17 of Para A of Part D of Schedule II of the Listing Regulations, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its committees and Directors. The evaluation process invited responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

XIII. Mode of Evaluation

Board assessment is conducted through a structured questionnaire. All the Directors participated in the evaluation process. Further, a meeting of the Independent Directors was conducted to review the performance of the Board as a whole.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

The performance of the Board as a whole, its committees, and individual Directors is satisfactory and the Directors are committed to upholding the highest standards of corporate governance and will continue to work towards enhancing the effectiveness and efficiency of the Board.

XIV. Familiarization Programme for Independent Directors

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Familiarization Programme for its

Independent Directors.

The Familiarization Programme is designed to provide the Independent Directors with an understanding of the Company's business operations, industry environment, business model, strategic plans, regulatory framework and risk management practices, thereby enabling them to effectively discharge their roles, responsibilities and duties as members of the Board and its Committees.

At the time of appointment, the Independent Directors are provided with relevant information relating to the Company, including its business profile, organisational structure, policies, code of conduct, rights and responsibilities of directors, regulatory and governance framework and other matters relevant to their functioning as Independent Directors.

The Independent Directors are regularly updated on changes in the business environment, regulatory developments, industry trends, risk management practices, internal control systems and other significant matters affecting the Company.

These initiatives ensure that Independent Directors are well-equipped to contribute effectively to Board discussions and decisions.

The Independent Directors have unrestricted access to the Company's management and all information necessary for the effective discharge of their duties and responsibilities.

13. Auditors and Auditors' Report

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the rules made thereunder, the members of the Company at the 40^th Annual General Meeting held on December 30, 2024 had

appointed M/s. Sunil Vankawala & Associates, Chartered Accountants (Firm Registration No. 110616W), as the Statutory Auditors of the Company for a term of two consecutive years, to hold office from the conclusion of the 40^th Annual General Meeting until the conclusion of the 42^nd Annual General Meeting of the Company.

The Company has received a certificate from the Statutory Auditors confirming that they continue to satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013 and are not disqualified from continuing as the Statutory Auditors of the Company. The Statutory Auditors have also confirmed that they hold a valid Peer Review Certificate as prescribed by the Institute of Chartered Accountants of India.

Statutory Audit Report

During the financial year under review, there was no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended March 31, 2026 are self-explanatory.

Pursuant to Section 134(3)(f) of the Companies Act, 2013, the management's explanations on the qualifications, observations and remarks made by the Statutory Auditors are provided hereunder.

The Auditor's Report on the financial statements of the Company for the Financial Year ended March 31, 2026, forms part of this Annual Report.

The following are the qualifications as stated in the auditor's report along with the Management explanations

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Company at the 41^st Annual General Meeting held on September 25, 2025 appointed M/s. H. Maheshwari & Associates, Practising Company Secretaries, a Peer Reviewed Firm, as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of the 41^st Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2030.

The Company has received the necessary consent and eligibility confirmation from M/s. H. Maheshwari & Associates to act as Secretarial Auditor of the Company. They

have further confirmed that they satisfy the eligibility criteria prescribed under the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Secretarial Audit Report

As required under provisions of Section 204 of the Act, the report in respect of the Secretarial Audit carried out by M/s H. Maheshwari & Associates, Practicing Company Secretary, in Form MR-3 for the F.Y. 2025-26 is annexed hereto marked as "Annexure - I" and forms part of this Report.

As per Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by M/s H. Maheshwari & Associates, Practicing Company Secretary pursuant to SEBI circular dated February 8, 2019 and is forming part of the Report on Corporate Governance.

The Secretarial Audit Report contains qualifications as below along with Explanations by the Board

Cost Auditor and Cost Audit Report

Cost Audit is not applicable to your Company.

Internal Auditor

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 of its functions and activities.

During the financial year under review, M/s. NH Variava & Co., Chartered Accountants, acted as the Internal Auditor of the Company and conducted internal audits in accordance with the scope approved by the Audit Committee.

Subsequent to the close of the financial year, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 28, 2026 approved the appointment of Mr. Rahul Katakkar, Chartered Accountant, as the Internal Auditor of the Company for the Financial Year 2026-27 in place of M/s. NH Variava & Co.

The Internal Audit Reports are periodically reviewed by the Audit Committee and the Board of Directors, and appropriate actions are taken on the observations and recommendations made therein.

14. Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with its size, scale and complexity of its

operations with reference to its financial statements. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal control system is supplemented by extensive internal audits, regular reviews by the management and standard policies and guidelines which ensure reliability of financial and all other records as required under Companies Act 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company. Further, the testing of the adequacy of internal financial controls over financial reporting has also been carried out independently by the Statutory Auditor as mandated under the provisions of the Act.

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is

designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system procedures, segregation of duties, system access controls and document filing and storage procedures.

The internal auditor have expressed their satisfaction about the adequacy of the control systems and the manner in which the Company is updating its systems and procedures to meet the challenging requirements of the business. Significant audit observations and follow-up action thereon are reported by the Internal Auditors to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations.

15. Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to section 177(9) of the Act and Regulation 22 of the Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees and directors with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The Whistle Blower Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy and leak(s) or suspected leak(s) of unpublished price sensitive information.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases and ensures complete confidentiality and protection to whistle blowers acting in good faith.

During the financian year under review, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit Committee reviews the functioning of the Vigil Mechanism/Whistle Blower Policy once a year.

The Whistle Blower Policy is uploaded on the website of the Company and can be accessed at

16. Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013.

The Company is committed to providing a safe, secure and conducive work environment to all its employees and has zero tolerance for sexual harassment at the workplace.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder, the Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. The Company has also constituted an Internal Complaints Committee ("ICC") to redress complaints relating to sexual harassment and to ensure effective implementation of the Policy.

The Company conducts awareness programmes and sensitization initiatives from time to time to promote a healthy and respectful work environment and to create awareness regarding the provisions of the POSH Act.

The following is the status of complaints received and disposed of during the financial year ended March 31, 2026:

The Company remains committed to fostering a workplace free from discrimination and harassment and ensuring dignity, equality and mutual respect for all employees.

17. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961. During the financial year ended March 31, 2026, the following measures were implemented:

-Maternity leave was granted to eligible employees as per statutory requirements.

-Nursing breaks were provided to employees returning from maternity leave.

-No employee was dismissed or discriminated against on account of maternity.

-Awareness sessions were conducted to educate employees about their rights under the Act.

The Company continues to uphold its commitment to supporting women employees through inclusive and family-friendly policies.

18. Policies

The Board of Directors of the Company has adopted various policies and codes in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, the applicable directions and guidelines issued by the Reserve Bank of India and other applicable laws and regulations, with a view to ensuring effective corporate governance, regulatory compliance and efficient management of the affairs of the Company.

The policies and codes are reviewed periodically by the Board and the respective Committees of the Board and are amended or updated, wherever necessary, to align with statutory requirements, regulatory developments and evolving business needs.

The policies adopted by the Company are available on the website of the Company and can be accessed at:

19. Dematerialization of Shares / Depository System

The Company's equity shares are compulsorily tradable in electronic form. As on March 31, 2026, there were

approximately 1,47,30,600 Equity Shares in dematerialized form through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.06% of the total issued, subscribed and paid-up capital of the Company.

In light of the advantages provided by the depository system, shareholders holding shares in physical form are encouraged to opt for the dematerialization (demat) facility.

20. Registered Office

During the financial year under review, the Registered Office of the Company was shifted from Unit No. 202, Shri Ramakrishna Chambers, Plot No. 67B, TPS-IV, Linking Road, Khar (West), Mumbai - 400052, Maharashtra to Office No. 710, Satra Plaza, Plot No. 19 and 20, Sector 19D, Vashi, Navi Mumbai, Dist. Thane - 400703,

Maharashtra.

The Board of Directors, at its meeting held on August 14, 2025, approved the proposal for shifting of the Registered Office of the Company and the same was subsequently approved by the Members at the 41^st Annual General Meeting held on September 25, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The aforesaid shifting of the Registered Office was effected in the interest of administrative convenience and operational efficiency of the Company.

21. Corporate Governance

The Company is committed to achieving and adhering to the highest standard of Corporate Governance. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. In terms of Regulation 34 of Listing Regulations read with Schedule V, the following forms part of this Report and as required under the RBI Scale Based Regulations, forms part of this Annual Report. Further, the additional disclosure requirements for NBFCs in accordance with the aforesaid RBI Directions:

a. Declaration signed by the Managing Director & Chief Executive Officer regarding compliance to Code of Conduct by the Board Members and Senior Management Personnel;

b. A certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority;

c. Report on the Corporate Governance; and

d. Practicing Company Secretary's certificate regarding compliance of conditions of Corporate Governance.

22. Management Discussion and Analysis Report

The Management Discussion and Analysis Report of the Company for the FY 2025-26 forms a part of this Directors Report as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

23. Material Changes and Commitments Occurring After the End of Financial Year

Pursuant to Section 134(3)(l) of the Companies Act, 2013, except as disclosed below, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

1. Incorporation of Wholly Owned Subsidiary

Subsequent to the close of the financial year, the Company incorporated its Wholly Owned Subsidiary ("WOS"), GULLAKKART PRIVATE LIMITED, on April 18, 2026. The said subsidiary has been incorporated to support the Company's strategic business initiatives and future growth plans. The incorporation of the Wholly Owned Subsidiary is expected to strengthen the Company's business ecosystem and facilitate the expansion of its operations in line with its long-term growth strategy.

2. Constitution of Corporate Social Responsibility (CSR) Committee

Subsequent to the close of the financial year, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility became applicable to the Company on account of the Company meeting the prescribed threshold criteria during the financial year under review.

Accordingly, the Board of Directors at its meeting held on May 28, 2026 constituted the Corporate Social Responsibility ("CSR") Committee in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition of the CSR Committee is as follows:

The CSR Committee has been entrusted with the responsibility of formulating and recommending the CSR Policy, recommending the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the CSR Policy and projects of the Company in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

24. Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

25. Extract of the Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as of March 31, 2026, in e-Form MGT-7, is available on the Company's website at

The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

26. Listing Fees

The Annual Listing Fee for the financial year 2025-26, as prescribed by BSE Limited, has been duly paid by the Company within the stipulated timelines. The equity shares of the Company continue to remain listed on BSE Limited.

27. Website of the Company

28. Particulars of Loan, Guarantee and Investment

During the year, the Company has provided loans to the following parties:

29. Particulars of Contracts and Arrangements with Related Parties

There were no materially significant Related Party Transactions entered by the Company which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the

Board for seeking their approval. The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 20 to the Audited Financial Statement of Company forming part of this Annual Report.

30. Particulars of Employees

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the

Company have been provided at Annexure II to this Board's Report.

31. CEO and CFO Certificate

Compliance Certificate in terms of Regulation 17(8) of the Listing Regulations on the audited financial statements and other matters prescribed therein, submitted to the Board of Directors by the CEO and CFO of the Company, for FY ended March

31, 2026, is a forming part of corporate Governance report.

32. Human Resources

Your Company considers its Human Resource as the major strength to achieve its objectives. Keeping this in view, your Company takes all the care to attract, train and retain well qualified and deserving employees. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision being accomplished. Your Company appreciates the contribution of its dedicated employees.

33. Details of Application Made or any Proceeding Pending Under Insolvency and Bankruptcy code, 2016

During the year under review, the Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

34. Other Disclosures

During the year under Report, there was no change in the general nature of business of the Company.

There was no revision in financial statements and Board's Report of the Company during the year under review.

During the year, the Company allotted 6,63,51,000 Convertible Share Warrants on a preferential basis to Non-Promoter Category persons on March 27, 2026, at Rs. 12.96 per warrant, aggregating to Rs. 85,99,08,960 (Rupees Eighty-Five Crore Ninety-Nine Lakh Eight Thousand Nine Hundred Sixty only). The Company received Rs. 21,49,77,240 (Rupees Twenty-One Crore Forty-Nine Lakh Seventy-Seven Thousand Two Hundred Forty only), being 25% of the total consideration, at the time of allotment. The balance 75% is payable upon exercise of the conversion option within 18 months from the date of allotment, in accordance with the SEBI ICDR Regulations.

During the year under review, no orders have been passed against your Company by any regulator(s) or court(s) or tribunal(s) which would impact the going concern status and / or the future operations of your Company.

During the year under review, there has been no instance of one-time settlement with any Bank(s) or Financial Institution(s).

35. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The operations of the Company are not energy intensive nor does they require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company.

During the year under review, your Company did not have any foreign exchange earnings and foreign currency expenditure.

36. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors hereby confirm that:

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

b. the directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and 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 the 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. being a listed Company, the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are

adequate and are operating effectively; and

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

37. Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the shareholders, customers, employees, regulators and other stakeholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.