Your directors present the 44^th Board’s Report on the Business and Operations of the Company together
with the Audited Financial Statement and the Auditor’s Report for the Financial Year ended on 31^st March,
2026.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2026 and for the
previous financial year ended on 31^st March, 2025 is given below:

2. OPERATIONS:

Total Revenue for Financial Year 2025-26 is Rs. 7,778.92 Lakhs compared to the total revenue of Rs.
2,919.38 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial
Year 2025-26 of Rs. 500.09 Lakhs as compared to Profit before tax for the Financial Year 2024-25 of Rs.
69.17 Lakhs. Net Profit for the Financial Year 2025-26 is Rs. 400.33 Lakhs Compared to the Net Profit for
the Financial Year 2024-25 is Rs. 72.94 Lakhs. The Directors are continuously looking for the new avenues
for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2025-26 there was no changes in nature of Business of the Company.

4. SHARE CAPITAL:Authorised Share Capital:

The Authorised Share Capital of the Company as on 31^st March, 2026 is Rs. 33,32,00,000/- (Rupees
Thirty-Three Crores Thirty-Two Lakhs Only) divided into 33,32,00,000/- (Thirty-Three Crores Thirty-
Two Lakhs Only) Equity shares of face value of ^ 1/- (One Only) each of the Company.

During the year under review, the Authorised Share Capital increased as follows:

1. The Board of Directors of the Company, at its meeting held on 19^th May, 2025, approved the sub-
division/split of the existing Equity Shares of the Company having a face value of ^10/- (Rupees Ten
Only) each into Equity Shares having a face value of ^1/- (Rupee One Only) each, subject to the
approval of the Members of the Company.

Consequently, pursuant to the sub-division of the Equity Shares, approval of the Members was
sought for the alteration of Clause V of the Memorandum of Association of the Company relating to
the Authorised Share Capital. The Members of the Company, at the Extra-Ordinary General Meeting
held on 26^th July, 2025, approved the alteration of Clause V of the Memorandum of Association and
the consequential reclassification of the Authorised Equity Share Capital.

Accordingly, the Authorised Equity Share Capital of the Company, which was earlier
^22,25,00,000/- (Rupees Twenty-Two Crores Twenty-Five Lakhs Only), divided into 2,22,50,000
(Two Crores Twenty-Two Lakhs Fifty Thousand) Equity Shares of ^10/- (Rupees Ten Only) each,
shall, pursuant to the sub-division, comprise ^22,25,00,000/- (Rupees Twenty-Two Crores Twenty-
Five Lakhs Only), divided into 22,25,00,000 (Twenty-Two Crores Twenty-Five Lakhs) Equity Shares
of ^1/- (Rupee One Only) each.

2. The Board of Directors of the Company, at its meeting held on 29^th August, 2025, approved the
increase in the Authorised Equity Share Capital of the Company from ^22,25,00,000/- (Rupees
Twenty-Two Crores Twenty-Five Lakhs Only), comprising 22,25,00,000 (Twenty-Two Crores
Twenty-Five Lakhs) Equity Shares of ^ 1/- (Rupee One Only) each, to ^33,32,00,000/- (Rupees
Thirty-Three Crores Thirty-Two Lakhs Only), comprising 33,32,00,000 (Thirty-Three Crores
Thirty-Two Lakhs) Equity Shares of ^ 1/- (Rupee One Only) each, subject to the approval of the
Members of the Company at the ensuing Annual General Meeting.

Consequently, the Authorised Share Capital of the Company was increased from ^22,25,00,000/-
(Rupees Twenty-Two Crores Twenty-Five Lakhs Only), comprising 22,25,00,000 (Twenty-Two
Crores Twenty-Five Lakhs) Equity Shares of ^ 1/- (Rupee One Only) each, to ^33,32,00,000/-
(Rupees Thirty-Three Crores Thirty-Two Lakhs Only), comprising 33,32,00,000 (Thirty-Three
Crores Thirty-Two Lakhs) Equity Shares of ^ 1/- (Rupee One Only) each. Accordingly, the
consequential alteration in Clause V of the Memorandum of Association of the Company was duly
approved by the Members at the 43^rd Annual General Meeting of the Company held on 30^th
September, 2025.

Paid up Share Capital:

The Company’s paid-up share capital as on 31^st March, 2026 is Rs. 33,31,69,500 (Rupees Thirty-Three

Crores Thirty-One Lakhs Sixty-Nine Thousand Five Hundreds Only) divided into 33,31,69,500 (Thirty-

Three Crores Thirty-One Lakhs Sixty-Nine Thousand Five Hundreds) equity shares of face value of ^ 1/-

(Rupee One Only) each of the Company.

During the year under review, the Paid-up Equity Share Capital increased as follows:

1. The Board of Directors of the Company, at its meeting held on 19^th May, 2025, approved the sub-
division/split of the existing Equity Shares of the Company having a face value of ^10/- (Rupees Ten
Only) each into Equity Shares having a face value of ^1/- (Rupee One Only) each, subject to the
approval of the Members of the Company.

Consequently, the sub-division of the Equity Shares of the Company was approved by the Members
at the Extra-Ordinary General Meeting held on 26^th July, 2025. Pursuant to the said sub-division, the
face value of the Equity Shares of the Company was sub-divided from ^10/- (Rupees Ten Only) each
to ^ 1/- (Rupee One Only) each. Accordingly, the paid-up Equity Share Capital of the Company
remained unchanged at ^22,21,13,000/- (Rupees Twenty-Two Crores Twenty-One Lakhs Thirteen
Thousand Only), while the number of Equity Shares increased from 2,22,11,300 (Two Crores
Twenty-Two Lakhs Eleven Thousand Three Hundred) Equity Shares of ^10/- (Rupees Ten Only)
each to 22,21,13,000 (Twenty-Two Crores Twenty-One Lakhs Thirteen Thousand) Equity Shares of
^ 1/- (Rupee One Only) each.

2. The Board of Directors of the Company, at its meeting held on 29^th August, 2025, approved the
proposal for issue of Bonus Equity Shares in the proportion of 1 (One) new fully paid-up Equity
Share of ^ 1/- (Rupee One Only) each for every 2 (Two) existing fully paid-up Equity Shares of ^ 1/-
(Rupee One Only) each held by the Members of the Company as on the Record Date, to be
determined by the Board of Directors, subject to the approval of the Members of the Company at
the ensuing General Meeting.

Consequently, the approval of the shareholders was accorded at the 43^rd Annual General Meeting

held on 30^th September, 2025 to capitalise a sum not exceeding ^ 11,10,56,500/- (Rupees Eleven
Crores Ten Lakhs Fifty-Six Thousand Five Hundred Only) from the Securities Premium Account of
the Company for the purpose of issuance of Bonus Equity Shares of ^ 1.00/- (Rupee One Only) each,
credited as fully paid-up, to the holders of the existing Equity Shares of the Company whose names
appear in the Register of Members as on the “Record Date” to be determined by the Board, in the
proportion of 1 (One) new Equity Share for every 2 (Two) existing fully paid-up Equity Shares held
by the Members.

Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company fixed Thursday, 9^th October, 2025, as the
Record Date for the purpose of determining the eligibility of shareholders entitled to the issuance
of Bonus Equity Shares of the Company, in the proportion of 1 (One) Bonus Equity Share of ^ 1.00/-
each for every 2 (Two) existing Equity Shares of ^ 1.00/- each.

The Board of Directors, at its meeting held on 10^th October, 2025, considered and approved the
allotment of 11,10,56,500 (Eleven Crores Ten Lakhs Fifty-Six Thousand Five Hundred) fully paid-
up Bonus Equity Shares of Re. 1.00/- (Rupee One Only) each in the ratio of 1:2 (i.e., 1 (One) Equity
Share of ^ 1.00/- (Rupee One Only) each for every 2 (Two) Equity Shares of Re. 1.00/- (Rupee One
Only) each held by the shareholders of the Company as on the Record Date, i.e., 9^th October, 2025.
Consequently, the paid-up share capital increased from ^ 22,21,13,000/- (Rupees Twenty-Two
Crores Twenty-One Lakhs Thirteen Thousand Only) divided into 22,21,13,000 (Twenty-Two Crores
Twenty-One Lakhs Thirteen Thousand) Equity Shares of ^ 1/- (Rupee One Only) each to ^
33,31,69,500/- (Rupees Thirty-Three Crores Thirty-One Lakhs Sixty-Nine Thousand Five Hundred
Only) divided into 33,31,69,500 (Thirty-Three Crores Thirty-One Lakhs Sixty-Nine Thousand Five
Hundred) Equity Shares of ^ 1/- (Rupee One Only) each.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not
recommend any dividend for the Financial Year 2025-26 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund
(“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend
Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said
account. Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund.

7. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2026 is transferred to profit and
loss account of the Company under Reserves and Surplus.

8. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2026
is available on the Company’s website at www.chandrimamercantiles.co.in

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the
Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

SEBI had passed Adjudication Order Under Section 15-I of The Securities and Exchange Board of India Act,
1992 Read With Rule 5 of SEBI (Procedure For Holding Inquiry And Imposing Penalties) Rules, 1995, In
Respect of price and volume manipulation in the scrip of Quasar India Limited. The Order was passed on
31^st October, 2025. Company has filled their reply to this order and the matter is under process.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the
Board Matters.

During the year under the review, the Board of Directors met 11 (Eleven) times viz. 21^st April, 2025, 19^th
May, 2025, 4^th July, 2025, 14^th August, 2025, 29^th August, 2025, 10^th October, 2025, 14^th November, 2025,
22^nd November, 2025, 6^th January, 2026, 20^th January, 2026 and 14^th February, 2026.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to
the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2026 the applicable
accounting standards have been followed and there is no material departure from the same;

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 financial year and of the profit of the Company for the financial
year ended on 31^st March, 2026.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 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 are 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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report,
and provides the Company’s current working and future outlook as per Annexure - 1.

15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

16. VIGIL MECHANISM:

During the year under review, the Company did not accept any deposits from the public and not borrowed
money from the Banks and Public Financial Institutions. Accordingly, provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
does not apply to the Company.

17. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued
by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with the same.

18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of
Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

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

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of
NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These
meetings were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as
a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and
the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and individual
directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company,
the resilience of the Board and the Management in navigating the Company during challenging times,
cohesiveness amongst the Board Members, constructive relationship between the Board and the
Management, and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees
and individual directors as per the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the Nomination and Remuneration
Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was
carried out by the Independent Directors. The exercise of performance evaluation was carried out through
a structured evaluation process covering various aspects of the Board functioning such as composition of
the Board & committees, experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the

Directors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across
the organization. The same is subject to review periodically by the internal audit cell for its effectiveness.
During the financial year, such controls were tested and no reportable material weaknesses in the design
or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion
forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized and embedded in
the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are operating
as intended.

During the year, no reportable material weakness was observed.

20. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned in the Board's
Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of
the Companies Act, 2013 are provided in the financial statement.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arm’s length basis and in
the ordinary course of business and were in compliance with the applicable provisions of the Act and the
Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company
at www.chandrimamercantiles.co.in.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related
parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee
has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may
not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of
omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9)
of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in
prescribed format with the Stock Exchanges.

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company’s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign
the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The
objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner.
The policy provides for anti-bribery and avoidance of other corruption practices by the employees
of the Company.

24. RESERVES & SURPLUS:

25. FOREIGN EXCHANGE EARNINGS AND OUTGO:

26. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has
received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable
disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

28. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

1. Change in Designation of Mr. Pranav Kamleshkumar Trivedi (DIN: 09218324) from the designation of Managing Director to Executive Director of the Company and Resigned from the post of Chief
Financial Officer w.e.f. 21st April, 2025.

2. Appointment of Mr. Dinesh Hareshbhai Gohel (DIN: 11061856) as a Managing Director and Chief Financial Officer of the Company w.e.f. 21st April, 2025.

3. Change in Designation of Mr. Pranav Kamleshkumar Trivedi (09218324) from Executive Director to Non-Executive and Non-Independent Director & Chairman w.e.f. 4th July, 2025.

4. Resignation of Mr. Arun Thakor (DIN: 10804026) from the post of Non-Executive and Non-Independent Director of the Company w.e.f. 4th July, 2025.

5. Change in Designation of Mr. Dinesh Hareshbhai Gohel (DIN: 11061856) from Managing Director of the Company to Non-Executive Director of the Company and Resigned from the post of Chief
Financial Officer w.e.f. 22nd November, 2025.

6. Appointment of Mr. Chiragkumar Kiranbhai Prajapati (DIN: 11385719) as a Managing Director and Chief Financial Officer of the Company w.e.f. 22nd November, 2025.

7. Resignation of Mr. Pranav Kamleshkumar Trivedi (DIN: 09218324) as Non-executive Non-Independent Director cum Chairperson of the Company w.e.f. 6th January, 2026.

8. Resignation of Mr. Parin Shirishkumar Bhavsar (DIN: 09134264) from the post of Non-Executive and Independent Director of the Company w.e.f. 12th August, 2026.

9. Appointment of Ms. Neha Singhal (DIN: 11766064) as an Additional Non-Executive Independent Director of the Company w.e.f. 12th August, 2026.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of
the Company during the Financial Year 2025-26 and till the date of Board’s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Neha Singhal and Ms. Chetna Independent Directors of the Company have confirmed to the Board that
they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and
they qualify to be an Independent Director. They have also confirmed that they meet the requirement of
Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Corporate Governance Report and the Auditors’ Certificate
regarding Compliance to Corporate Governance requirements forms part of this Annual Report as
Annexure - 3.

31. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits
during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of
interest during the financial year.

32. AUDITORS:A. Statutory Auditor:

M/s. M A A K & Associates, Chartered Accountants (FRN: 135024W), Ahmedabad was appointed as the
Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of M/s. V S S B &
Associates., Chartered Accountants (FRN: 121356W), Ahmedabad.

Company has received a written confirmation from M/s. M A A K & Associates, Chartered Accountants
(FRN: 135024W), Ahmedabad, to the effect that their appointment, if made, would satisfy the criteria
provided in Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment
as Auditor of your Company.

The Auditor have also furnished a declaration confirming their independence as well as their arm’s length
relationship with your Company as well as declaring that they have not taken up any prohibited non-audit
assignments for your Company. The Audit Committee reviews the independence of the Auditors and the
effectiveness of the Audit Process.

The Auditor’s report for the Financial Year ended 31^st March, 2026 has been issued with an unmodified
opinion, by the Statutory Auditor.

B. Secretarial Auditor:

M/s. Jay Pandya and Associates, Company Secretaries, Ahmedabad, having FRN: S2024GJ963300, were
appointed as the Secretarial Auditors of the Company by the Members at the Annual General Meeting held
in 2025 for a period of five consecutive years commencing from the Financial Year 2025-26 up to the
Financial Year 2029-30, pursuant to the provisions of Section 204 of the Companies Act, 2013, read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report issued by M/s. Jay Pandya and Associates, Company Secretaries, Ahmedabad,
having FRN: S2024GJ963300, for the Financial Year 2025-26 in Form No. MR-3 is annexed hereto as
Annexure - 2 to this Report.

The Secretarial Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013.

33. DISCLOSURES:A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held
on 21^st April, 2025, 29^th August, 2025, 14^th 10^th October, 2025, 14^th November, 2025, 22^nd November, 2025,
20^th January, 2026 and 14^th February, 2026 the attendance records of the members of the Committee are
as follows:

1. Mr. Pranav Trivedi resigned from the post of Member of the Audit Committee w.e.f. 21^st April, 2026.

2. Mr. Dinesh Hareshbhai Gohel appointed as the Member of the Audit Committee w.e.f. 21^st April, 2026.

3. Mr. Parin Shirishkumar Bhavsar resigned from the post of Member of the Audit Committee w.e.f. 12^th August, 2026.

4. Ms. Neha Singhal appointed as the Member of the Audit Committee w.e.f. 12^th August, 2026.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration committee as
tabulated below, was held on 21^st April, 2025, 19^th May, 2025, 4^th July, 2025, 22^nd November, 2025, 6^th
January, 2026 and 20^th January, 2026 the attendance records of the members of the Committee are as
follows:

1. Mr. Arun Thakor resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 4^th July, 2025.

2. Mr. Pranav Trivedi appointed as the Member of the Nomination and Remuneration Committee w.e.f. 4^th July, 2025. He
resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 6^th January, 2026.

3. Mr. Dinesh Hareshbhai Gohel appointed as the Member of the Nomination and Remuneration Committee w.e.f. 6^th January,
2026.

4. Mr. Parin Shirishkumar Bhavsar resigned from the post of Member of the Nomination and Remuneration Committee w.e.f.
12^th August, 2026.

5. Ms. Neha Singhal appointed as the Member of the Nomination and Remuneration Committee w.e.f. 12^th August, 2026.

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee as tabulated
below, was held on 4^th July, 2025 the attendance records of the members of the Committee are as follows:

34. INDEPENDENT DIRECTOR:

Separate meetings of the Independent Directors of the Company were held on 10^th March, 2026 to discuss
the agenda items as prescribed under applicable laws. All Independent Directors have attended the said
meeting. In the opinion of the Board, all the Independent Directors fulfil the conditions of Independence as
defined under the Companies Act, 2013 and SEBI (LODR), 2015 and are independent of the management
of the Company.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following No. of complaints received during the year:

1. Number of complaints received in the year: NIL

2. Number of complaints disposed off during the year: NIL

3. Number of cases pending during the year: NIL

36. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company
has established connectivity with both the Depositories i.e. National Securities Depository Limited and
Central Depository Services (India) Limited and the Demat activation number allotted to the Company is
ISIN: INE371F01024. Presently shares are held in electronic.

37. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

38. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly
such accounts and records are not required to be maintained.

39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the name of
the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

40. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:i. Statutory Auditors' Report:

The report of the Statutory Auditor has not made any adverse remark in their Audit Report except:

1. We have not been provided with the balance confirmation or any other details for the, trade
payable, loans and advances, receivable/ payable shown in the books of accounts. In the
absence of the same we are unable to confirm the balance and nature of transaction.

Reply:

The Board of Directors acknowledges the observation made by the Statutory Auditors regarding
the non-availability of balance confirmations and other supporting details in respect of trade
payables, loans and advances, and receivables/payables appearing in the books of accounts.

Based on the books of accounts and information presently available with the Company, the
management is of the view that the balances reflected therein are appropriately recorded. The
Company will continue to make necessary efforts to obtain confirmations and supporting
documents and carry out reconciliation, wherever required. The Company is also taking
appropriate steps to strengthen its accounting and documentation processes to ensure timely
availability of such confirmations and records.

The Board further assures that adequate steps are being taken to strengthen the internal control
and documentation framework so as to avoid such observations in the future.

2. We draw attention to the uncertainties relating to income tax notice received by company for
which the ultimate outcome of these matters cannot be presently determined, and no provision
has been made in the financial statements for any liability that may arise in this regard.

Reply:

The Board of Directors acknowledges the observation of the Statutory Auditors regarding the
income tax notice received by the Company. The matter is currently under consideration with the
concerned tax authorities and the Company is taking all necessary steps to appropriately respond
to and resolve the matter.

ii. Secretarial Auditor's Report:

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

1. The Company has not complied with the provisions of Regulation 47 of SEBI LODR Regulations
with respect to Publication of Newspaper Advertisement and its intimation to the stock exchange
for the Financial Results for the Year Ended 31^st March, 2025.

Reply:

The Board clarifies that the newspaper advertisements for the mentioned matter were duly
published. However, the copies were inadvertently misplaced. The Company is making efforts to
retrieve the archived copies from the respective publication houses.

41. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on
a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company's 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 www.chandrimamercantiles.co.in

42. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)
(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write
up and explanation about the performance of the Company.

43. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried
the evaluation of its own performance, performance of Individual Directors, Board Committees, including
the Chairman of the Board on the basis of attendance, contribution towards development of the Business
and various other criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.

44. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND
THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

45. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers
and other business associates who have extended their valuable sustained support and encouragement
during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward
for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

F-806, Titanium City Center, Chandrima Mercantiles Limited

Anandnagar Road, Satelite,

Jodhpur Char Rasta, Ahmedabad,

Gujarat, India - 380 015.

Sd/- Sd/-

Dinesh Gohel Chiragkumar Prajapati

Date: 26^th August, 2026 Director Managing Director

Place: Ahmedabad DIN: 11061856 DIN: 11385719

1

Mr. Arun Thakor resigned from the post of Member of the Stakeholders' Relationship Committee w.e.f. 4^th July, 2025.

2

Mr. Pranav Trivedi appointed as Member of the Stakeholders' Relationship Committee w.e.f. 4^th July, 2025. He resigned from
the post of Member of the Stakeholders' Relationship Committee w.e.f. 6^th January, 2026.

3

Mr. Dinesh Hareshbhai Gohel appointed as Member of the Stakeholders' Relationship Committee w.e.f. 6^th January, 2026.

4

Mr. Parin Shirishkumar Bhavsar resigned from the post of Member of the Stakeholders' Relationship Committee w.e.f. 12^th
August, 2026

5

Ms. Neha Singhal appointed as Member of the Stakeholders' Relationship Committee w.e.f. 12^th August, 2026.