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AUTHUM INVESTMENT & INFRASTRUCTURE LTD.

23 October 2026 | 03:59

Industry >> Non-Banking Financial Company (NBFC)

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ISIN No INE206F01022 BSE Code / NSE Code 539177 / AIIL Book Value (Rs.) 186.50 Face Value 1.00
Bookclosure 13/01/2026 52Week High 683 EPS 22.72 P/E 21.87
Market Cap. 42185.28 Cr. 52Week Low 400 P/BV / Div Yield (%) 2.66 / 0.10 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors (the Board) have pleasure in presenting the 44th Annual Report together with the Audited Financial
Statements of the Company for the financial year ended March 31, 2026. The Company is registered with the Reserve Bank of
India ("RBI") as a Systemically Important Non-Banking Financial Company ("NBFC") not taking public deposits (NBFC-ND-SI).

FINANCIAL PERFORMANCE AND APPROPRIATIONS

The standalone and consolidated financial statements of the Company are prepared in accordance with the applicable provisions
of the Companies Act, 2013 (the "Act") including Indian Accounting Standards ("Ind AS") as specified in Section 133 of the Act,
read with Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof.

The standalone and consolidated financial highlights of the Company for the financial year ended March 31, 2026 are summarised
below for ease of reference for the Members.

Particulars

Consolidated

Standalone

As at

As at

As at

As at

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Operational & Other Income

2,653.89

4,612.22

2,542.03

4,599.74

Profit/Loss Before Depreciation & Tax

2,144.80

4,076.65

2,108.04

4,080.05

Less: Depreciation

29.77

9.48

13.36

6.17

Provision for taxation

14.31

202.51

11.43

202.51

Deferred Tax

171.19

(376.74)

163. 74

(376.74)

Taxes for earlier years

0.19

-

0.04

-

Profit/Loss after Depreciation & Tax

1,929.35

4,241.41

1,919.47

4,248.11

Appropriations

Amount transferred to Statutory Reserves

383.89

849.62

383.89

849.62

Balance Carried to Balance Sheet

1545.46

3,391.79

1535.58

3,398.49

Key highlights of Financial Performance:

The Company's performance during the year ended March 31,
2026, in comparison with the year ended March 31, 2025 is
summarized as follows:

Consolidated:

The total income of the Company for FY 2025-26 stood at
Rs. 2653.89 crores as against Rs. 4612.22 crores during the
previous year and profit after tax for FY 2025-26 stood at
Rs. 1929.35 crores as compared to Rs. 4241.41 Crores for
the PY.

The profit before exceptional items and tax was Rs. 2144.80
Crores as compared to Rs. 4076.65 Crores. The profit for
the year attributable to the owners of the Company was
Rs. 1929.35 Crores as compared to Rs. 4241.41 Crores in
FY 2024-25.

The consolidated financials reflect the cumulative performance
of the Company together with its various subsidiaries.

Standalone:

The standalone total income of the Company for FY 2025-26
stood at Rs. 2,542.03 crores as against Rs. 4599.74 crores
during the previous year and profit after tax reduced from
Rs. 4248.11 crores to Rs. 1919.47.

The profit before exceptional items and tax was Rs. 2108.04
Crores as compared to Rs. 4076.17 Crores. The profit for
the year attributable to the owners of the Company was
Rs. 1919.47 Crores as compared to Rs. 4248.11 Crores in
FY 2024-25.

The Management is very positive and looking forward for
better performance in future. The Company remains confident
of a sound growth trajectory in FY 2027. Detailed information
on the operations of the Company and details on the state
of affairs of the Company are covered in the Management
Discussion and Analysis Report

The standalone and consolidated financial statements, along
with the relevant documents and audited financial statements
for each subsidiary, as required under Section 136 of the Act,

INFORMATION ON THE STATE OF AFFAIRS OF
THE COMPANY

Authum Investment & Infrastructure Limited began its
journey in 1982. The Company is listed on the National Stock
Exchange of India Limited (listed since April 23, 2024) and BSE
Ltd. As a registered Non-Banking Financial Company (NBFC),
it has evolved from an investment-focused platform into a
diversified financial services platform spanning investments,
credit, alternative assets and asset reconstruction, with a
focus on creating long-term shareholder value.

As part of this evolution, Authum acquired a ~88.37% stake
in India SME Asset Reconstruction Company Limited (ISARC)
in June 2025 for an investment of approximately H313 crore,
making ISARC a subsidiary of the Company. ISARC provides
Authum with an established asset reconstruction platform
focused on the acquisition and resolution of stressed financial
assets across the MSME, corporate and retail segments.

The ARC platform scaled meaningfully during FY26, with
ISARC's Assets Under Management (AUM) reaching
approximately H693 crore as at March 31, 2026, alongside a
net worth of approximately H353 crore. This provides Authum
with a platform to participate in the growing distressed
asset opportunity and complements its broader credit and
alternative assets strategy.

The details of Companies acquired during the year through
equity investments and incorporation are provided hereunder:

O India SME Asset Reconstruction Company Limited
(ISARC):

ISARC was incorporated on April 11, 2008 as a public
limited company and is registered with RBI as an Asset
Reconstruction Company ("ARC"). SIDBI was the primary
promoter earlier, with the other promoters being Bank of
Baroda, Punjab National Bank, and SIDBI Venture Capital
Limited. Authum Investment & Infrastructure Limited
("Authum" / "Company") a registered NBFC had acquired
a majority stake in ISARC with effect from June 17, 2025
through purchase of shares from erstwhile promoters /
shareholders, as well as infusing fresh capital. As on the
date of this notice Authum holds 88.37 % of its stake
in ISARC, and hence, ISARC is classified as a Subsidiary
of Authum.

O During the year under review, the following Companies
became wholly owned subsidiary companies:

O Billion Dream Sports Private Limited with effect from
July 31, 2025

O Primetek Pens Private Limited (formerly known as
BIC Cello (India) Private Limited) with effect from
November 22, 2025

O Authum Foundation with effect from December
05, 2025

Further the Company has acquired 35.09% of voting rights of
Rivaara Labs Private Limited on October 30, 2025, making it
an associate of the Company.

Apart from above, M/s. Open Elite Developers Limited and
M/s. Authum Asset Management Company Private Limited
continues to be the Wholly Owned Subsidiary of the Company
as at March 31, 2026.

APPROPRIATIONS

Under section 45-IC(1) of Reserve Bank of India ('RBI')
Act, 1934, non-banking financial companies ('NBFCs') are
required to transfer a sum not less than 20% of its net profit
every year to reserve fund before declaration of any dividend,
if any. Accordingly, the Company has transferred a sum of
Rs. 383.89/- Crores to its reserve fund. Further, the Board
of your Company has decided not to transfer any amount to
the General Reserve for the year under review. An amount
of H1535.58 crore on standalone basis is proposed to be
retained in the Profit and Loss Account of the Company.The
closing balance of the reserves and surplus of the Company
for F.Y. 2025-26, after all appropriation and adjustments was
Rs. 14466.58/- Crores.

CREDIT RATING

During the year under review, the Credit Rating of the
Company was upgraded Crisil A/ Stable from Crisil A-/Stable
on the 'long-term bank loan facilities.

O CHANGE IN SHARE CAPITAL

O Equity

During the Financial year under review, your company
has issued and allotted 67,93,80,400 (Sixty-Seven
Crore Ninety-Three Lakh Eighty Thousand Four
Hundred) fully paid-up Bonus Equity Shares of face
value Rs. 1/- each in the proportion of 4:1 i.e. 4 (Four)
new fully paid-up Equity Share of Re. 1/- (Rupee One
Only) each for every 1 (One) existing fully paid-up
Equity Share of Re. 1/- (Rupees One Only) each on
January 14, 2026 to those eligible Shareholders of
the Company.

Accordingly, the equity paid-up capital of the Company
as on March 31, 2026 stood at 84,92,25,500 equity
shares of face value Rs. 1/- each.

As on March 31, 2026, 100% of the total
paid-up capital of the Company stands in the
dematerialized form.

Further, the Company has not issued any equity
share capital during the year under review and has
also not issued any shares with differential voting
rights, nor granted any stock options or sweat equity.
The Company has neither issued any convertible
instruments during the year nor has any outstanding
convertible instruments as on 31st March 2026.

O Non-Cumulative Non-Convertible Redeemable
Preference Shares (“NCPRS“)

During the financial year under review your company
had approved issue of up to 2,45,00,000 (Two Crores
Forty-Five Lakhs) Non-Cumulative Non-Convertible
Redeemable Preference Shares ("NCRPS") of face
value of Rs. 10/- (Rupees Ten Only) each fully paid-
up at a price of Rs. 1000/- (Rupees One Thousand
Only) including premium of Rs. 990/- (Rupees Nine
Hundred and Ninety Only)vide special resolution
passed through postal ballot on November 17,
2025 to be issued on private placement basis to the
promoter - Mentor Capital Limited.

As on March 31, 2026, the total outstanding Non¬
Convertible Redeemable Preference Shares (RPS)
issued and allotted on private placement basis
stood at Rs. 2.57 Crores divided into 2,57,28,000
Preference Shares of Face Value Rs. 10/- each
consisting of 52,28 000 (RPS) of 7% and 2,05,00,000
(RPS) of 0.01%.

STATEMENT OF DEVIATION AND VARIATION:

During the year under review, the Company issued 2,05,00,000
(Two Crores Five Lakh) Non-Cumulative Non-Convertible
Redeemable Preference Shares (NCPRS) of face value Rs. 10
each at an issue price of Rs. 1000 per equity share (including
premium of Rs. 990 per equity share) aggregating Rs.2050
Crores (Rupees) on private placement basis. Pursuant to
Regulation 32 of the Listing Regulations, it is hereby confirmed
that there have been no deviations or variations in the use
of proceeds from the preferential issue as compared to the
objects stated in the offer document.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The Company had vide special resolution passed through
postal ballot on December 12, 2025, had approved 'Authum
Investment & Infrastructure Limited Employee Stock Option
Scheme 2025' ("Scheme 2025”), approving 5,00,000 (Five
Lakh) ESOPs to the eligible employees of the Company and
its Subsidiary (ies). The total number of ESOP's granted were
increased to 25,00,000 on account of issue of bonus shares by
the members of the Company vide special resolution passed
through postal ballot on December 31, 2025.in the ratio of
(4:1) 4 shares for every 1 share held.

The ESOP Scheme is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBSE Regulations") and are administered by the Nomination
and Remuneration Committee of the Board constituted by
the Company pursuant to the provision of Section 178 of the
Companies Act, 2013. No option have been granted by the
Company during the reporting period and no other scheme
exists with the Company other than the scheme approved by
the members in the year 2025.

The disclosures required to be made under the Act and SBSE
Regulations are available on the website of the Company

athttps://www.authum.com/investor.php (under Events
Section). The certificate from the Secretarial Auditors,
confirming compliance with the aforesaid provisions has been
appended as Annexure I to the Board's Report.

PUBLIC DEPOSITS

The Company being a non-deposit taking Non-Banking
Financial Company ("NBFC”), and has not accepted any
deposits from the public during the year under review nor had
any public deposits at the beginning of the year.

SUBSIDIARY & ASSOCIATE COMPANIES

As at March 31, 2026 the Company had 5 wholly owned
subsidiaries, 1 subsidiary and 1 associate company , the details
of which are provided as below:

Wholly owned subsidiary:

Ý Open Elite Developers Limited (formerly known as
Reliance Commercial Finance Limited) (OEDL). OEDL
is a wholly owned subsidiary of the Company. During
the previous year, gross earnings of the Company was
Rs. 16.19 crores as compared to Rs. 13.02 crores in the
year 2024-25. NPAT during the previous year, was Rs.
(5.86) crores as compared to Rs. (6.71) crores in year
2024-25.

Ý Authum Asset Management Company Private Limited
(AAMCPL): AAMCPL is also a wholly owned subsidiary
(WOS) of the Company incorporated on January 11,
2024 with an object to carrying out the business as Asset
Management Company (AUM) interalia including the
business of acting as Manager, advisers, administrators,
attorneys, agents, consultants, representatives or
nominees of or for any mutual funds, unit trusts, venture
capital funds, investment trust or any other portfolio of
securities, properties or assets of any kind, including any
pension, provident fund or superannuation fund set up,
formed or established in India or in any other country by
the Company or by any other person, or by government,
state, local, authority, association, institute (whether
incorporated or not) or any other agency or organization.

The income of the Company for FY 2025-26 stood at
Rs. 54,005/- as against Nil FY 2024-25 and profit for the
period was accounted at Rs. 17,315/- as compared to Rs.
(17,700)/-.

Billion Dream Sports Private Limited (BDSPL): BDSPL
is also a wholly owned subsidiary (WOS) of the Company
incorporated on July 31, 2025 with an object of carrying
on the business of promoting, managing, organizing, and
conducting sports and related promotional activities
and such other related activities. The total income of the
Company for FY 2025-26 stood at Rs. (4.17) Crores/- and
profit for the period was accounted at Rs.(15.00) Crores/-.

Primetek Pens Private Limited (formerly known as
BIC Cello (India) Private Limited): Primetek became a
wholly owned subsidiary of the Company with effect from

November 22, 2025 post acquisition of 100 % shares from
the erstwhile shareholders of Primetek vide agreement
entered into by the Company with Primetek. This WOS is
engaged in the business of manufacturing and distribution
of Writing Instruments and Other Stationeries. The
total income of the Company for FY 2025-26 stood at
Rs. 415.49 Crores/-as compared to Rs. 384. 36 Crores
for the FY 2024-25 and profit for FY 2025-26 stood at
Rs. 107.04 Crores as compared to Rs. (112.85) Crores for
the FY 2024-25.

Authum Foundation is a Section 8 Company incorporated
as a wholly owned subsidiary of the Company on
December 05, 2025 with an object of carrying out
Corporate Social Responsibility (CSR) comprehensive
social welfare initiatives addressing poverty alleviation,
hunger and malnutrition, healthcare including preventive
health care, livelihood generation, women empowerment,
child welfare, senior citizen care and all the activities
as provided under Schedule VII of the Companies Act,
2013. Pursuant to the incorporated objects, the Company
has been carrying out CSR functions of the Company
after obtaining the CSR Registration Certificate. For
FY 2025-26 total income stood at Rs. 27.05 Crores and
Profit after tax stood at Rs, 11.05 Crore.

Subsidiary Company

India SME Asset Reconstruction Company Limited (ISARC):

ISARC was incorporated on April 11, 2008 as a public limited
company and is registered with RBI as an Asset Reconstruction
Company ("ARC"). SIDBI was the primary promoter earlier,
with the other promoters being Bank of Baroda, Punjab
National Bank, and SIDBI Venture Capital Limited. Authum
Investment & Infrastructure Limited ("Authum" / "Company")
a registered NBFC had acquired a majority stake in ISARC
with effect from June 17, 2025 through purchase of shares
from erstwhile promoters / shareholders, as well as infusing
fresh capital.

As at present , Authum holds 88.37 % of its stake in ISARC,
and hence, ISARC is classified as a Subsidiary of Authum.
ISARC is an ARC registered with the RBI under Section 3 of
the Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002, and engaged in
the business of inter alia securitization / asset reconstruction
as per the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 and
focusses mainly on restoring idle NPA's through innovative
resolution mechanism.

Standalone:

The total income of the Company for FY 2025-26 stood at
Rs. 17.43 Crores/-as compared to Rs. 31.50 Crores for the
FY 2024-25 and net profit for FY 2025-26 stood at Rs. 12.15
crores as compared to Rs. 19.79 Crores for the FY 2024-25.

Consolidated:

The total income of the Company for FY 2025-26 stood at
Rs. 14.53 Crores/- and net profit at Rs. 10.48 crores.

Associates

Rivaara labs Private Limited became an associate of the
Company with effect from October 30, 2025 on account of
acquisition of equity shares from the existing shareholders of
the Company. Rivaara Labs Private Limited was incorporated
on 18th October 2019 and is engaged in the business of
Establishing and operating diagnostic service centres
including pathology, imaging, PCR testing and genomic
sequencing, distribution, marketing, manufacturing point
of care diagnostic kits and equipment based on molecular
biology in India and such other allied activities. During the year
2025-26, the Company earned revenue of Rs. 18.83 crores as
compared to Rs. 25.52 crores for FY 2024-25 and net loss for
FY 2025-26 stood as Rs. 17.68 crores compared to Rs. 23.08
crores for FY 2024-25 on consolidated basis.

Pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial
statements along with relevant documents and separate
audited accounts in respect of subsidiaries and associate,
are available on the website of the Company at
https://www.
authum.com/ investor.php

Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 is attached to the
financial statements of the Company as "Annexure II".

The statement also provides the details of performance and
financial position of the Subsidiary and Associate Companies.

As per Section 136(1), copies of the aforesaid documents will
be available for inspection electronically. Members seeking
to inspect such documents can send an email to
secretarial
authum.com

MATERIAL SUBSIDIARIES

The Company has adopted a Policy for determining Material
Subsidiaries in terms of Regulation 16(1)(c) and 46 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”). The Policy, as
approved by the Board, is uploaded on the Company's website:
https://www.authum.com/policies.php

For Financial year 2025-26 no subsidiaries were identified as
material. Though there were no material subsidiaries, the Audit
Committee of the Company reviews the investment register of
the unlisted subsidiaries of the Company. The minutes of the
meetings of the board of directors of the unlisted subsidiaries
are also placed at the meeting of the board of directors of
the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the
Act and as per Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Consolidated Financial Statements forms part of this Annual
Report and shall also be laid before the ensuing AGM of the
Company. The Consolidated Financial Statements have been
prepared in accordance with the applicable Indian Accounting

Standards (IND AS) under Section 133 of the Act. The
consolidated financial results reflect the operations of the
said subsidiaries. Further in accordance with the third proviso
to Section 136(1) of the Act, the Financial Statements of the
Company (Standalone and the Consolidated) are available on
the Company's website at the web-link:
https://www.authum.
com/investor.php (Under Financials of Subsidiary).

COST RECORDS

The Company is not required to maintain cost records as per
the provisions of Section 148 (1) of the Companies Act, 2013
("the Act").

PARTICULARS OF LOANS GRANTED,
GUARANTEE PROVIDED AND INVESTMENTS
MADE PURSUANT TO THE PROVISIONS OF
SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being an NBFC registered with the RBI and
engaged in the business of giving loans in ordinary course of
its business, is exempt from complying with the provisions of
section 186 of the Act except sub-section (1) with respect to
loans, guarantees and investments. Accordingly, the Company
is exempted from complying with the requirements to disclose
in the financial statement the full particulars of the loans given,
investment made or guarantee given or security provided.

EXTRACT OF ANNUAL RETURN

In compliance with Section 134(3)(a) and 92(3) of the Act, the
Annual Return of the Company for the financial year 2025-26

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013,
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the 'Listing
Regulations'), Directions and Notifications issued by Reserve
Bank of India (RBI), your Company has formulated a Policy on
Related Party Transactions which is available on Company's
website at
https://www.authum.com/policies.php. This
Policy deals with the review and approval of related party
transactions. The Board of Directors of the Company has
approved the criteria for giving the omnibus approval by the
Audit Committee within the overall framework of the Policy
on Related Party Transactions.

Pursuant to Regulation 23 of the Listing Regulations, all related
party transactions were placed before the Audit Committee
on a quarterly basis for their review and approval. An
omnibus approval of the audit committee had been obtained
for the related party transactions which were repetitive in
nature. Further, as per applicable provisions of the SEBI
Listing Regulations, necessary approvals of the Members
of the Company are also sought for the material-related
party transactions proposed to be entered with the related
parties. Further, the company has not entered any contract
or arrangement or transaction with the related parties which
were not on an arm's length basis or could be considered
material in accordance with the policy of the company on
Related Party Transactions Policy

Particulars

Governance & Compliance Standards

Nature of Transactions

Primarily includes Lending, Borrowing, group support services and purchase of /
investments in security receipts.

Approval Process

An omnibus approval of the Audit Committee is obtained for the related party
transactions which are repetitive in nature. All the related party transactions are
placed before the Audit Committee for its review on a quarterly basis. Further,
as per applicable provisions of the SEBI Listing Regulations, necessary approvals
of the Members of the Company are also sought for the material related party
transactions proposed to be entered with the related parties along with requisite
details as required under RPT Industry Standards.

Disclosures as per RPT Industry Standard

As per applicable provisions of the SEBI Listing Regulations, necessary approvals
of the Members of the Company are being sought for entering into material
transactions with the Company's related parties. These include transactions
between the Company and its related parties, as well as transactions between
certain subsidiaries, where the Company itself is not a party. Necessary
disclosures, as required under SEBI Circular dated June 26, 2025 (RPT Industry
Standards) are provided to the Members.

Disclosure

The Company pursuant to Regulation 23 of the SEBI Listing Regulations, submits
the disclosures of related party transactions on a consolidated basis to the stock
exchanges within the stipulated time.

Policy

In accordance with the SEBI Listing Regulations, the Company has adopted
a Policy on Dealing with Related Party Transactions, which is available on its
website at https://www.authum.com/policies.php

The Audit Committee annually or as and when required,
reviews this Policy to ensure its effectiveness.

The particulars of material contracts or arrangements with
related parties which fall within the purview of Section 188(1)
of the Act, are mentioned in Form AOC - 2 appended to this
Report as Annexure III. The Directors draw the attention of
the Members to Notes 49 to the Financial Statements, which
comprehensively sets forth the related party disclosures

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the Listing
Regulations, the Company had formulated a dividend
distribution policy, which sets out the parameters and
circumstances to be considered by the Board in determining
the distribution of dividend to its shareholders and/or
retaining profit earned. The policy is annexed to this report
as Annexure IV and is also available on the website of the
Company at
https://www.authum.com/policies.php

MEETINGS OF THE BOARD

During the year under review, 08 (Eight) Board Meetings were
held. The maximum interval between two meetings did not
exceed 120 days, as prescribed under the Act and SEBI Listing
Regulations. The details of the composition of the Board and
its Committees and of the Meetings held and attendance of
the Directors at such Meetings, are provided in the Corporate
Governance Report. There have not been any instances during
the year when recommendations of the Audit Committee
were not accepted by the Board.

COMMITTEES OF THE BOARD

During the year under review, the Board had twelve
Committees viz. Audit Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Investment Committee, Risk Management Committee, IT
Strategy & Steering Committee, Fund Raising Committee,
Asset Liability Management Committee, Executive Committee
of the Board, Review Committee and Committee of Executives.
Of the above, a detailed overview of the composition, terms
of reference, meetings held and attendance of members in
respect of mandatory committees under the Companies Act,
2013, SEBI LODR Reg. 2015 and under RBI / NBFC regulations
forms part of the Corporate Governance Report.

UNPAID/ UNCLAIMED DIVIDEND AND
TRANSFER OF SHARES TO IEPF

Kindly refer section on Corporate Governance, under head
'Unclaimed and Unpaid Dividends' and transfer to Shares
of IEPF' for the amounts of unclaimed and unpaid dividends
lying with the Company. Members who have not yet received/
claimed their dividend entitlements are requested to contact
the Company or the Registrar and Transfer Agent of the
Company. Members who have not yet received/claimed their
dividend entitlements are requested to contact the Company
or the Registrar and Transfer Agent of the Company. Pursuant

to the provisions of Section 124 of the Companies Act, Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 read with the relevant
circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years
from the due date is transferred to the Investor Education
and Protection Fund ("IEPF"). The equity shares in respect of
which dividend have remained unpaid/unclaimed for a period
of seven consecutive years is also transferred by the Company
to the designated Demat Account of the IEPF Authority. For
previous year there were no dividend that were unpaid for
seven years and thus there was no requirement of transferring
shares / dividend to IEPF.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2026, the Board of the Company comprised
nine (9) Directors, of which, six (6) are Independent Directors
including one (1) Woman Independent Director, two (2)
Whole Time Director and one (1) Whole Time Director and
Chief Executive Officer (CEO). For complete list of Directors
of the Company, please refer to the Report on Corporate
Governance, forming part of this Annual Report.

Appointment and Cessation

During the year under review, the following changes have
taken place in the composition of Board of Directors and Key
Managerial Personnels ('KMP'):

A. Board of Directors:

Ý The term of Mrs. Bhaviika Jain (DIN: 08738884)
as the Independent Director of the Company got
completed on May 29, 2025 and accordingly she
ceased to be Director of the Company with effect
from May 29, 2025.

Ý Mr. Rajeev RA (DIN: 03125952) was appointed
as the Independent Director of the Company by
the Board of Directors w.e.f. October 07, 2025
for a first term of up to five years with effect from
October 07, 2025 till October 06, 2030, by the Board
based on recommendation of the Nomination and
Remuneration Committee ("NRC") of the Company.
Further, the said appointment was approved by the
Members by way of a special resolution passed at the
vide postal ballot on November 17, 2025.

Ý Mrs. Alpana Dangi (DIN: 01506529) resigned
from the position of Non-Executive Director of the
Company w.e.f. close of business hours of October
16, 2025. The Board records its deepest appreciation
for contribution by Mrs. Alpana Dangi in guiding and
supporting the management during her tenure as
Non-Executive Director of the Company over the last
so many years.

All the directors of the Company have confirmed
that they are not disqualified from being appointed
as directors in terms of section 164 & 165 of the

Companies Act, 2013. The Company has obtained a
certificate from M/s. Mayank Arora & Co., Company
Secretaries, confirming that none of the directors
on the Board of the Company has been debarred
or disqualified from being appointed or continuing
as directors of companies by the Securities and
Exchange Board of India/ Ministry of Corporate
Affairs ("MCA") or any such statutory authorities as
on March 31, 2026. A copy of the said certificate is
forming part of the Report on Corporate Governance,
which forms part of this Report.

Retire by Rotation

Section 152 of the Act provides that unless the Articles of
Association provide for retirement of all directors at every
AGM, not less than two-third of the total number of directors of
a public company (excluding the Independent Directors) shall
be persons whose period of office is liable to determination
by retirement of directors by rotation, of which one-third are
liable to retire by rotation Accordingly, Mr. Divy Dangi (DIN:
08323807) will retire by rotation at the ensuing AGM and
being eligible, has offered himself for re appointment.

Re-appointment of Independent Directors:

The first term of Mr. Rahul Bagaria (DIN: 06611268)
and Mr. Haridas Bhat (DIN: 09691308) as Independent
Directors will end on July 31, 2027 and thus based on the
recommendation of the NRC, the Board at its meeting held on
August 25, 2026 has approved their re-appointment. The said
appointments shall be subject to approval of the Members of
the Company at the ensuing AGM and accordingly forms part
of the Notice of the ensuing AGM.

Each of these Directors being eligible have provided their
consent to be re-appointed as Independent Directors of the
Company for a second term. Basis the performance evaluation
report, skill sets, experience and substantial contribution made
by them during their first term, the Board is of the opinion
that the aforesaid Directors holds high standards of integrity,
expertise and experience. As none of the above Independent
Directors will exceed age beyond 75 years, approval under
Reg. 17(1) (A) of the SEBI (LODR) Reg. 2015 is not required.

B. Key Managerial Personnel:

During the year under review, below changes took place
in the position of KMP:

Ý Ms. Avni Shah resigned from the position of Company
Secretary and Compliance Officer of the Company
w.e.f. July 14, 2025.

Ý Ms. Dipyanti Jaiswar was appointed as the Company
Secretary and Compliance Officer of the Company
w.e.f. July 15, 2025.

As at March 31, 2026, the following persons are the Key
Managerial Personnel (the "KMPs") of the Company in
accordance with the provisions of Sections 2(51) and 203
of the Act read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 :

Ý Mr. Amit Dangi - Whole Time Director

Ý Mr. Divy Dangi- Whole Time Director

Ý Mr. Akash Suri - Whole Time Director & CEO

Ý *Mr. Amit Kumar Jha - Chief Financial Officer

Ý Mrs. Dipyanti Jaiswar - Company Secretary &
Compliance Officer

*Mr. Amit Kumar Jha had resigned w.e.f. close of business hours

of June 01, 2026.

FIT AND PROPER CRITERIA & CODE
OFCONDUCT

All the Directors meet the fit and proper criteria stipulated
by RBI. All the Directors and Senior Management of the
Company have affirmed compliance with the Code of Conduct
of the Company.

DECLARATION FROM THE INDEPENDENT
DIRECTORS

The Independent Directors have submitted a declaration
of independence, stating that they meet the criteria of
independence provided under section 149(7) of the Act read
and Regulation 25(8) of the SEBI Listing Regulations, stating
that they meet the criteria of independence as provided in
Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI
Listing Regulations, and they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated,
that could impair or impact his/her ability to discharge his/
her duties with an objective independent judgment and
without any external influence.The Independent Directors
have also confirmed compliance with the provisions of rule 6
of Companies (Appointment and Qualifications of Directors)
Rules, 2014, as amended, relating to inclusion of their name in
the databank of independent directors.

The terms and conditions of appointment of Independent
Directors are available on the website of the Company at
https://www.authum.com/policies.php. The Board is of the
opinion that the Independent Directors of the Company
possess requisite qualifications, experience, expertise
(including proficiency, as applicable) and hold highest standards
of integrity. 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 Report on Corporate
Governance which forms part of this Report.

The Board took on record the declaration and confirmation
submitted by the Independent Directors regarding them
meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same
in terms of the requirements of regulation 25 of the
Listing Regulations.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Independent Directors of the Company met on May
12, 2025 in terms of Section 149(8) and Schedule - IV of
Companies Act, 2013 and regulation 25(3) & (4) of Listing
Regulations, without the attendance of Non-Independent
Directors and members of management.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the
Companies Act, 2013, the Company is required to conduct the
Familiarization Programme for Independent Directors (IDs)
to familiarize them about their roles, rights, responsibilities
in the Company, nature of the industry in which the Company
operates, business model of the Company, etc., through
various initiatives. Directors are made aware of the significant
news developments and highlights from various regulatory
authorities viz. Reserve Bank of India (RBI), Securities and
Exchange Board of India (SEBI), Ministry of Corporate Affairs
(MCA), etc.

The Directors are regularly apprised about their roles, rights
and responsibilities in the Company from time to time as per
the requirements of the Listing Regulations, with the Stock
Exchanges and Companies Act, 2013 read together with
the Rules and Schedules thereunder. The policy and details
of familiarization programme imparted to the Independent
Directors of the Company is available at
https://www.authum.
com/policies.php

DISCLOSURE ON NOMINATION AND
REMUNERATION COMMITTEE AND
NOMINATION AND REMUNERATION POLICY

Section 178 of the Act and Regulation 19 read with Part
D of Schedule II of the SEBI Listing Regulations, requires
the Nomination and Remuneration Committee ("NRC")
to formulate a policy relating to the remuneration of the
Directors, SMP/KMPs and other employees of the Company
and recommend the same for approval of the Board. Further
as per requirements of Reserve Bank of India (Non-Banking
Financial Companies - Governance) Directions, 2025, the
Company is required to put in place a Board approved
compensation policy. Further, Section 134 of the Act,
stipulates that the Board's Report is required to include a
statement on the Company's policy on Directors' appointment
and remuneration including criteria for determining
qualifications, positive attributes, independence of director
and remuneration for KMPs and other employees ("the
Policy"). In view of the aforesaid, the Board has, based on the
recommendation of the NRC of the Company, approved the
Policy which is available on the website of the Company at
https://www.authum.com/policies.php

The Nomination and Remuneration Committee as on March
31, 2026, was comprised of the following members:

Mr. Rahul Bagaria - Chairman and Non-Executive Independent
Director, Haridas Bhat - Non-Executive Independent Director
and Mrs. Asha Agarwal - Non-Executive Independent Director
as members of the Committee. The details with respect to the
attendance and meetings of the NRC Committee has been
provided in the Corporate Governance Report.

On account of resignation of Ms. Alpana Dangi, the committee
was reconstituted with Mrs. Asha Agarwal as the member of
the committee with other member and chairman being the
same persons.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3), 149(8) and
Schedule IV of the Companies Act, 2013 read with SEBI
Listing Regulations, Annual Performance Evaluation of the
Board, the Directors as well as Committees of the Board
has been carried out. The performance evaluation of all the
Directors and the Board as a whole was conducted based on
the criteria and framework adopted by the Board, details of
which are provided in the Corporate Governance Report. The
properly defined and systematically structured questionnaire
was prepared after having considered various aspects and
benchmarks of the Board's functioning, composition of the
Board and its Committees, performance of specific duties,
obligations and governance. The evaluation process focused
on various aspects of the Board and Committees' functioning
including their composition, experience, competencies,
performance of specific duties, obligations, governance issues,
attendance and contribution of individual directors and
exercise of independent judgement.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal
financial controls were adequate and effective during the
financial year 2025-26.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the
Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:

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

2. appropriate accounting policies have been selected and
applied consistently and judgments and estimates made
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for the
year under review;

3. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act have been taken for safeguarding the assets of the

Company and for preventing and detecting fraud and
other irregularities;

4. the Annual Accounts for the year ended March 31, 2026,
has been prepared on a going concern basis.

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

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

INTERNAL CONTROL SYSTEM AND
ITS ADEQUACY

The Company has in place adequate and effective internal
financial controls with reference to the Financial Statements
commensurate with the size, scale and complexity of its
operations. The Board has adopted accounting policies
which are in accordance with Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules,
2015. The internal financial control system of the Company
is supplemented with internal audits, regular reviews by
the management and checks by external auditors. These
mechanisms provide reasonable assurance in respect
of financial and operational information, compliance
with applicable statutes, safeguarding of assets of the
Company, prevention and detection of frauds, accuracy and
completeness of accounting records and adherence to the
Company's policies.

The Internal Audit team reviews the efficiency and
effectiveness of these systems and procedures. The Head of
Internal Auditor submits the Report which is placed before
the Audit Committee. The audit committee actively reviews
the adequacy and effectiveness of the internal control
systems and is regularly updated on the internal audit findings
and corrective actions. Additionally, the Statutory Auditors
of the Company have also provided confirmation that the
internal financial controls framework is operating effectively.
During the financial year, no material or serious observations
have been highlighted for inefficiency or inadequacy of
such controls.

A combination of these systems enables your Company
to maintain a robust design of controls and its operating
effectiveness is ensured through periodical internal checks
and audit.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
POLICY AND ITS REPORT

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

In accordance with the requirements of the provisions of
Section 135 of the Act, the Company has constituted a
Corporate Social Responsibility ("CSR") Committee. The
composition and terms of reference of the CSR Committee is

provided in the Corporate Governance Report forming part of
this Annual Report. The scope of functions of the Committee
includes, inter alia, the formulation and recommendation to
the Board for its approval and implementation, the Corporate
Social Responsibility ("CSR") Policy(ies) of the Company,
undertake periodical assessment of the Company's CSR
performance, review the draft CSR Report and recommend
the same to the Board for its approval and inclusion in the
Annual Report of the Company. The role of this Committee also
includes recommendation of the amount of expenditure to be
incurred on the CSR activities as enumerated in Schedule VII of
the Act and also referred to in the CSR Policy of the Company,
as also to monitor the CSR Policy from time to time, etc.

The Company has also formulated a CSR Policy which is
available on the website of the Company at
https://www.
authum.com/policies.php

The CSR obligation of the Company for Financial Year 2025-26
was Rs. 35.40 crore and the same was spent during the year.
The Whole Time Director, in absence of CFO has certified
that the funds disbursed basis the annual action plan for the
financial year 2025-26 have been utilized for the purpose and
in the manner as approved by the Board.

As per section 135 of the Act read with Companies (Corporate
Social Responsibility) Rules, 2014, as amended, the Company
is required to transfer any unspent amount, pursuant to any
ongoing project undertaken by the Company in pursuance
of its Corporate Social Responsibility Policy, within a period
of thirty days from the end of the financial year to a special
account opened by the Company in that behalf for that
financial year in any scheduled bank called Unspent Corporate
Social Responsibility Account. The Company did not have any
unspent amount to be transferred to the said account.

The Annual Report on the CSR activities undertaken by your
Company during the year under review, as prescribed in the
Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended, is set out in Annexure V of this Report.

PARTICULARS OF EMPLOYEES, KEY
MANAGERIAL PERSONNEL AND RELATED
DISCLOSURES

In accordance with 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,
a statement containing the disclosures pertaining to
remuneration and other details as required under the Act and
the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are appended to this Report as Annexure VI.

Statement containing the particulars of top ten employees
and the employees drawing remuneration in excess of
limits prescribed under Section 197(12) of the Act read
with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is an

annexure forming part of this Report. In terms of the proviso to
Section 136(1) of the Act, the Report and Accounts are being
sent to the Members excluding the aforesaid annexure. The
said statement is available for inspection with the Company.
Any Member interested in obtaining a copy of the same may
write to the Company Secretary at
secretarial@authum.com.

The Board of Directors affirms that the remuneration paid
to the employees of the Company is as per the policy on
Directors' appointment and remuneration/ compensation for
Directors, Senior Management Personnel, Key Managerial
Personnel and other employees and is in accordance with the
requirements of the Act and SEBI Listing Regulations and none
of the employees listed in the said Annexure are related to any
Directors of the Company.

JOINT STATUTORY AUDITORS AND THEIR
REPORT

In accordance with Sections 139, 142 and other applicable
provisions, if any, of the Companies Act, 2013 ("the Act") read
with applicable rules made thereunder and in accordance
with the Circular No. RBI/2021-22/25-Ref. No.
DoS.CO.ARG/
SEC.01/08.91.001/2021-22 dated April 27, 2021 issued
by The Reserve Bank of India, inter-alia, on Guidelines for
appointment of Statutory Auditors of NBFCs, M/s. Maharaj
N R Suresh and Co LLP, Chartered Accountants (Firm Reg.
No. 001931S / S000020) and M/s. APAS Co LLP, Chartered
Accountants (FRN: 000340C/C400308) were appointed as the
Joint Statutory Auditors of the Company from the conclusion
of the 42nd Annual General Meeting until the conclusion of the
45th Annual General Meeting to be held in the year 2027.

Further they have confirmed that they are not disqualified
from continuing as Auditors of the Company. The Audit Report
of M/s. Maharaj N R Suresh and Co LLP, Chartered Accountants
(Firm Reg. No. 001931S / S000020) and M/s. APAS Co LLP,
Chartered Accountants (FRN: 000340C/C400308) on the
Financial Statements of the Company for the Financial Year
2025-26 is a part of the Annual Report.

The Auditor's Report both on standalone and consolidated
annual financial statements of the Company for the financial
year ended March 31, 2026, forms part of the Annual
Report. The said reports were issued by the Joint Statutory
Auditors with an unmodified opinion and does not contain
any qualifications, reservations or adverse remarks. During
the year under review, the Auditors have not reported any
incidents of fraud to the audit committee under Section
143(12) of the Act. The notes to the accounts referred to in
the Auditor's Report are self-explanatory and therefore do not
call for any further explanation and comments.

DETAILS OF FRAUDS REPORTED BY AUDITORS
UNDER SUB-SECTION (12) OF SECTION 143
OF THE COMPANIES ACT 2013, OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

During the year under review, the Joint Statutory Auditors 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 Act details of
which needs to be mentioned in this Report.

SECRETARIAL AUDIT REPORT & AUDITOR

Pursuant to Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24 of SEBI (LODR), the Company
has at their 43rd Annual General Meeting held on September
26, 2025 had appointed M/s. Mayank Arora & Co., Company
Secretaries (Firm Registration Number P2023MH094900
and Peer Review Certificate No. 5923/2024, as the Secretarial
Auditor of the Company for a period of 5 (five) consecutive
financial years i.e.; from FY 2025-26 up to FY 2029-30, to
undertake secretarial audit as required under the Act and SEBI
Listing Regulations and issue the necessary secretarial audit
report for the aforesaid period. The secretarial audit report is
annexed as Annexure VII and forms part of this Report.

Pursuant to Regulation 24A of SEBI Listing Regulations,
the Annual Secretarial Compliance Report of the Company
as issued by M/s. Mayank Arora & Co., Practicing Company
Secretary, was submitted to the stock exchanges within the
statutory timelines.

The Secretarial Auditor has confirmed that they have
subjected themselves to Peer Review process by the Institute
of Company Secretaries of India ("ICSI") and hold valid
certificate issued by the Peer Review Board of ICSI.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as
specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013 and accordingly
such accounts and records have not been maintained by
the Company.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed
under 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 and as notified by
the MCA.

INTERNAL AUDITOR AND THEIR REPORT

The Board has appointed Mr. Varun Suthar as the Head of
Internal Audit of the Company and Mrs. Purvi Sanghavi as the
Internal Auditor to conduct Internal Audit of the Company in
accordance with Companies Act, 2013 and RBI guidelines.

An Audit plan was rolled out after approval of the Audit
Committee. Pursuant to Risk Based Internal Audit Framework,
internal audit is aligned in such a manner that assurance is
provided to the Audit Committee and Board of Directors
on quality and effectiveness of the internal controls and
governance related systems and processes. Report on Internal
Audit was placed before the Audit Committee, and the Board
of Directors and no adverse remarks were observed in
the report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT (MDAR)

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2)(f) and
other applicable regulation read with Schedule V of Listing
Regulations is presented in a separate section and forms part
of the Annual Report.

CORPORATE GOVERNANCE REPORT AND ITS
COMPLIANCE CERTIFICATE

The report on Corporate Governance for the year under
review, is forming a part of the Board's Report and the same
is prepared in accordance with SEBI Listing Regulations and
other applicable regulations, if any. The certificate from the
Secretarial Auditor of the Company confirming compliance
with the conditions of corporate governance is appended to
the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR’)

The Company has prepared the BRSR in accordance with the
framework prescribed by SEBI, which is based on the National
Guidelines on Responsible Business Conduct. Pursuant
to Regulation 34(2) f) of the SEBI (Listing Regulations and
Diclosure Requirements) Regulations, 2015, read with the
applicable SEBI circulars and Industry Standards, assessment
or assurance of BRSR Core disclosures is applicable to the
top 500 listed Companies for FY 2025-26. Accordingly, the
Company has obtained an independent third- party limited
assessment of its BRSR Core disclosures for FY 2025-26.

The Independent Limited Assessment Report issued by the
assessment provider is annexed to and forms party of this
BRSR Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act, Regulation 21
of the SEBI Listing Regulations and RBI regulations. The
details are covered as part of the Corporate Governance
Report. The Company has a risk management framework
and Board members are informed about risk assessment and
minimization procedures and periodical review to ensure
management controls risk by means of a properly designed
framework. The Risk Management committee facilitates the
execution of Risk Management Practices in the Company,
in the areas of risk identification, assessment, monitoring,
mitigation and reporting.

The Risk Management Committee as on March 31, 2026
comprised with: Mr. Ajai Kumar - Chairman and Non-Executive
Independent Director, Amit Dangi - Whole-Time Director,
Mr. Divy Dangi - Whole-Time Director, Mr. Haridas Bhat -
Non-Executive Independent Director, Mr. Akash Suri - Whole
Time Director and Chief Executive Officer and Mr. Deepak
Dhingra - Chief Risk Officer as members of the Committee.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has formulated a codified Vigil Mechanism
Policy incorporating the provisions relating to Vigil Mechanism
in terms of Section 177 of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations, in order to encourage
Directors and Employees of the Company to escalate to the
level of the Audit Committee any issue of concerns impacting
and compromising with the interest of the Company and its
stakeholders in anyway. The Company's vigil mechanism /
whistleblower policy aims to provide the appropriate platform
and protection for whistle blowers to report instances of any
actual or suspected incidents of unethical practices, violation
of applicable laws and regulations including the integrity code,
code of conduct for prevention of insider trading, code of fair
practices and disclosure. The Vigil Mechanism Framework
provides for adequate safeguards against victimization of the
persons who use such mechanism and make provisions for
direct access to chairman of AC.

All employees and directors have access to the chairperson of
the audit committee. The Audit Committee's oversight ensures
that the framework is accessible to all stakeholders and that it
aligns with best practices. Necessary details pertaining to the
framework are disclosed in the Corporate Governance Report.
The said Policy is available on the Company's website
https://
www.authum.com/policies.php

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

(A) Conservation of Energy and Technology
Absorption:

The need for adoption of clean technology, improving
end-use efficiency and diversifying energy bases, etc.
have all been seriously considered by the Government of
India and the country is poised for a considerable increase
in the use of renewable energy sources in its transition
to a sustainable energy base. Your Company, being a
Non-Banking Finance Company has no activity relating
to Conservation of Energy and Technology Absorption
as stipulated in Rule 8(3) of Companies (Accounts)
Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not have
any Foreign Exchange Earnings and no foreign outgo
as well.

CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL
OFFICER CERTIFICATION

A Certificate of the Chief Executive Officer and Chief Financial
Officer of the Company in terms of Regulation 17(8) of the
Listing Regulations is provided as Annexure C to the Corporate
Governance Report .

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place a Policy on Prevention of Sexual
Harassment in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees are
covered under this policy. The Company's POSH Policy states
for prevention, prohibition and redressal of sexual harassment
and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where
employees feel secure. The details with respect to the Internal
Complaints Committee have been disclosed in the Corporate
Governance Report.

Summary of sexual harassment complaints received / disposed
off / pending during the FY 2025- 26 is as follows:

Ý Number of complaints received in the year: Nil

Ý Number. of complaints disposed off during the year:
Nil and

Ý Number of cases pending for more than ninety days: Nil

COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

Your Company demonstrates its commitment to the well-being
of its women employees by complying with the provisions
of the Maternity Benefit Act, 1961 and confirms adherence
to applicable provisions of the Maternity Benefit Act, 1961.
This adherence reflects the company's core values, including
sensitivity and integrity towards its workforce. The Company
recognises employees as key stakeholders, as outlined in its
"Grievance Redressal Policy for Stakeholders.” The policy
ensures that any employee-related grievances, including
those concerning maternity benefits, are handled through
an established redressal mechanism and emphasizes a fair,
consistent, and rule-abiding process for grievance resolution,
with an escalation matrix available to ensure timely and
effective handling of all complaints.

RBI REGISTRATION AND COMPLIANCES

The Company is registered as a non-deposit accepting
systemically important NBFC with Reserve Bank of India,
bearing reference no. B-13.02327 dated March 13, 2019. .
The Company complies with the Master Directions issued by
Reserve Bank of India and all the applicable laws, regulations,
guidelines, etc. prescribed by RBI from time to time. In
compliance with the requirement of RBI Master Directions
the Company has defined and appointed various control
functions such as Chief Risk Officer, Chief Compliance Officer,

Head of Internal Audit, Chief Information Security Officer &
Chief Information Officer.

During FY 2025-26, there were no frauds committed by the
Company and no material frauds were committed on the
Company by its officers or employees.

CHANGE IN NATURE OF BUSINESS

During the financial year 2025-26, there has been no change in
the nature of the Company's business.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by
any Authorities

There are no significant and material orders passed by the
regulators/courts which would impact the going concern
status of the Company and its future operations.

b) Material Changes and Commitments affecting
financial position of the Company between the
end of the financial year 2025-26 and the date of
the report

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year to which
these financial statements relate and the date of the
Board's Report.

c) Proceedings Under Insolvency and Bankruptcy
Code, 2016

There are no proceedings, either filed by the Company or
against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as on March
31, 2026.

d) Details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the banks or financial institutions along with the
reasons thereof

There are no instances of one-time settlement during the
financial year.

DEPOSITORY SYSTEM

The Company's Equity Shares are compulsorily tradable in
electronic form. As on March 31, 2026, Company's 100 % of
total equity paid-up share capital comprising 84,92,25,500
Equity Shares, were in dematerialized form.

APPRECIATION

Your Company has been able to perform better with the
continuous improvement in all functions and areas which
coupled with an efficient utilization of the Company's resources

led to sustainable and profitable growth of the Organization.
We extend our heartfelt appreciation to all our stakeholders
whose unwavering support has been instrumental in our
journey toward success. We are grateful to our investors
for their confidence and commitment, our partners for their
collaborative spirit, and our suppliers for their reliability and
quality. Your collective efforts, insights, and encouragement
have not only propelled us forward but have also shaped
the foundation of our achievements. Together, we have built
something truly remarkable, and we look forward to continuing
this journey with the same passion and shared purpose. Your
Directors express their deep sense of appreciation and extend
their sincere thanks to every employee and associates for their

dedicated and sustained contribution and they look forward
the continuance of the same in future.

ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for
the valuable guidance and support received from the Reserve
Bank of India, the Securities and Exchange Board of India, the
Registrar of Companies, and other government and regulatory
agencies and to convey their appreciation to the Members,
bankers, lenders, vendors and all other business associates
for the continuous support given by them to the Company.
The Directors also place on record their appreciation of
all the employees of the Company for their commitment,
commendable efforts, team work and professionalism.

For and on behalf of the Board of Director
Amit Dangi Divy Dangi

Place: Mumbai Whole Time Director Whole-Time Director

Date: August 25, 2026 DIN: 06527044 DIN: 08323807