To,

The Members,

(Name of Company)

Your Directors have the honour of presenting the (____) Annual Report of the Company together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026, prepared in compliance with the provisions of the Companies Act, 2013 ("the Act"), the Companies (Accounts) Rules, 2014, and all other applicable laws, rules, and regulations in force.

(A) Where the Company maintains a website:

In accordance with the provisions of Section 92(3) of the Act, the Annual Return of the Company for the financial year ended March 31, 2026, has been prepared and placed on the Company's website. The web address of the Annual Return is as under:

Website of the Company: ______________________

Web Link to Annual Return: ______________________

(B) Where the Company does not maintain a website:

The Company does not maintain a website. Accordingly, the requirement to publish the Annual Return on the website under Section 92(3) of the Act is not applicable.

(A) Meetings of the Board of Directors:

During the financial year ended March 31, 2026, (____) meeting(s) of the Board of Directors were duly convened and held in compliance with the provisions of Section 173 of the Act and Secretarial Standard - 1 (SS-1). The maximum gap between any two consecutive Board Meetings did not exceed One Hundred and Twenty (120) days. The details of the Board Meetings held during the year are as follows:

(B) Meetings of the Committee(s) of the Board:

During the financial year ended March 31, 2026, the duly constituted Committee(s) of the Board held (____) meeting(s). The details are as follows:

Pursuant to the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and based on the representations received from the Management, your Directors, to the best of their knowledge and belief, hereby confirm and state as follows:

•        That in the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

•        That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

•        That the Directors have prepared the Annual Accounts for the financial year ended March 31, 2026, on a 'going concern' basis;

•        That the Company being unlisted, the provisions of Section 134(3)(e) of the Act requiring the laying down of Internal Financial Controls are not applicable to the Company; and

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

During the financial year ended March 31, 2026, the Statutory Auditors of the Company, in their Audit Report, have not reported any instance of fraud committed in the Company by its Officers or Employees, other than those which are reportable to the Central Government, pursuant to Section 143(12) of the Companies Act, 2013.

(A) Statutory Auditors' Report:

The Report of the Statutory Auditors, M/s. ________________________ (Firm Registration No. __________), on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark, or disclaimer. The Auditors' Report is self-explanatory and does not call for any further comments from the Board under Section 134(3)(f) of the Act.

The Report of the Statutory Auditors contains the following qualification / reservation / adverse remark:

"[Insert text of qualification / adverse remark]"

The Board's explanation / comment in respect of the above remark is as under:

[Insert Board's response]

(B) Secretarial Audit Report:

The Secretarial Audit Report, submitted by M/s. ________________________, Company Secretaries in Practice (C.P. No. __________), for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer. The Secretarial Audit Report is self-explanatory and is enclosed as 'Annexure - __' to this Report.

The Secretarial Audit Report contains the following observation:

"[Insert text]"

The Board's explanation in respect of the above observation is as follows:

[Insert Board's response]

During the financial year ended March 31, 2026, the Company has not given any loan, provided any guarantee or security, or made any investment within the meaning of Section 186 of the Companies Act, 2013. Accordingly, no compliance under the said Section is required.

During the financial year ended March 31, 2026, the Company has extended loans / given guarantees / made investments, particulars of which are set out hereunder. The Company has complied with the provisions of Section 186 of the Companies Act, 2013. Full details are also provided in Note No. ___ to the Financial Statements:

•        The Company is engaged in the business of ________________________.

•        There has been no change in the nature of the business of the Company during the financial year ended March 31, 2026.

[Where applicable: Mention significant developments such as change in business activity, shift of registered office, new fundraising, strategic acquisitions, restructuring, etc.]

During the financial year ended March 31, 2026, the Board of Directors has not recommended any transfer of profits to the General Reserve or any other specific reserve. The entire surplus for the year has been retained in the Profit and Loss Account and carried forward to the next financial year.

During the financial year ended March 31, 2026, the Board of Directors has, in accordance with the applicable provisions of the Act, resolved to transfer a sum of INR __________ (Rupees ________________________ only) to the [General Reserve / Debenture Redemption Reserve / Capital Redemption Reserve / Other Reserve, as applicable] out of the profits of the Company for the year.

Option A - Dividend Declared:

The Board of Directors of the Company, at its meeting held on __________, has recommended a dividend of INR ___ (Rupees __________ only) per equity share of face value of INR ___ each (i.e., @ ___%) for the financial year ended March 31, 2026, subject to approval of the Members at the ensuing Annual General Meeting. The dividend, if approved, will be paid to all those Members whose names appear in the Register of Members / Beneficial Owners as on the Book Closure / Record Date. The total dividend outflow for the financial year will aggregate to INR __________. The dividend payout is in accordance with the Company's Dividend Distribution Policy.

Option B - Profit available but dividend not declared:

After considering the current financial position, capital requirements, and business exigencies, the Board of Directors does not recommend any dividend for the financial year ended March 31, 2026, with a view to conserving financial resources for deployment in business activities and future growth.

Option C - No profit / Inadequate profits:

In view of the absence of adequate profits / loss incurred during the financial year ended March 31, 2026, the Board of Directors has not recommended any dividend for the year under review.

No material changes or commitments have occurred between the close of the financial year on March 31, 2026, and the date of this Report which could have a bearing on the financial position of the Company.

The following material changes and commitments have occurred between March 31, 2026, and the date of this Report, which may have an impact on the financial position of the Company. The precise financial impact is presently not determinable:

[Describe the material change / commitment and its likely impact]

Risk management is an integral part of your Company's business strategy. It involves the systematic identification, assessment, prioritisation, and mitigation of risks that may impede the achievement of the Company's business objectives. The Company's Risk Management framework ensures that risks are managed through a well-defined and structured process across the organisation.

The Board of Directors has laid down a comprehensive Risk Assessment and Minimisation Procedure, which is reviewed periodically. The key risk categories identified and monitored by the Company include business risk, operational risk, financial risk, legal and regulatory compliance risk, human resource risk, and technology risk. Appropriate mitigation measures have been put in place for each of the identified risks.

During the financial year ended March 31, 2026, no risk was identified that, in the opinion of the Board, could threaten the existence of the Company.

(A) Where CSR provisions are applicable:

The provisions of Section 135 of the Companies Act, 2013, are applicable to the Company. The Company has constituted a CSR Committee of the Board in accordance with the requirements of Section 135(1) of the Act. The CSR Policy of the Company has been formulated and is available on the Company's website.

For the financial year ended March 31, 2026, the Company was required to spend INR __________ (Rupees ________________________ only) towards CSR activities, being two percent (2%) of the average net profits of the Company for the three immediately preceding financial years, calculated in accordance with Section 198 of the Act. The Company has [spent the said amount / spent INR __________ against the mandatory requirement of INR __________] on CSR activities under Schedule VII to the Act.

The Annual Report on CSR activities for the financial year ended March 31, 2026, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is enclosed as 'Annexure - __' to this Report.

(B) Where CSR provisions are not applicable:

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR), are not applicable to the Company for the financial year ended March 31, 2026, as the Company does not meet the threshold criteria prescribed under Section 135(1) of the Act with respect to net worth, turnover, or net profit.

(A) Conservation of Energy:

Conservation of energy is of paramount importance to your Company. Although the operations of the Company are not energy-intensive in nature, every possible effort is made to ensure optimum utilisation of energy. The Company uses energy-efficient equipment, implements regular and preventive maintenance programmes for electrical installations, and encourages responsible usage of energy by its personnel. Steps are also being taken to explore and promote the use of alternate sources of energy, wherever feasible.

•        Steps taken or impact on conservation of energy: The Company has implemented measures for judicious use of energy through optimum utilisation of office equipment and lighting systems.

•        Steps taken by the Company for utilising alternate sources of energy: NIL / [Specify if any].

•        Capital investment on energy conservation equipment: NIL / INR __________.

(B) Technology Absorption:

The Company continuously evaluates and adopts new and innovative technologies to enhance the quality and efficiency of its business operations. During the financial year under review, no specific technology was imported. The Company has incurred expenditure of INR __________ towards Research and Development activities [or: The Company has not incurred any separate expenditure on Research and Development activities during the year].

(C) Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows during the financial year ended March 31, 2026, are as under:

As on March 31, 2026, the Company does not have any subsidiary, joint venture, or associate company. Accordingly, the provisions of Section 129(3) of the Act, requiring the preparation of consolidated financial statements and the statement in Form AOC-1, are not applicable to the Company.

As on March 31, 2026, the Company has the following subsidiary / joint venture / associate company(ies):

The salient features of the financial statements of the subsidiary / joint venture / associate company(ies) in the prescribed Form AOC-1 are enclosed as 'Annexure - __' to this Report. There has been no material change in the nature of the business of such entity(ies) during the year.

The Company has established and maintains adequate Internal Financial Controls commensurate with its size, nature, and complexity of operations, with reference to the financial statements. These controls are designed to ensure the reliability of financial reporting, compliance with applicable laws and regulations, and the safeguarding of the Company's assets from unauthorized use or disposition.

During the financial year ended March 31, 2026, the Internal Financial Controls were tested and reviewed. No reportable material weakness in the design or operating effectiveness of any such control was observed. The Board is of the opinion that the Company's Internal Financial Controls are adequate and operating effectively.

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company, as the Company does not fall within the prescribed categories.

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is applicable to the Company. The Company has duly made and maintained such cost accounts and records during the financial year ended March 31, 2026.

No application has been made or any proceeding initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) at any point during the financial year ended March 31, 2026, or as at the date of this Report.

The Company has not availed any one-time settlement in respect of loans taken from Banks or Financial Institutions during the financial year ended March 31, 2026. Accordingly, the question of disclosure of difference between the valuation done at the time of one-time settlement and the valuation done at the time of availing the loan does not arise.

The key financial highlights of the Company for the financial year ended March 31, 2026; vis-a-vis the previous financial year are summarised hereunder:

During the financial year ended March 31, 2026, there has been no change in the constitution of the Board of Directors or in the Key Managerial Personnel of the Company. The Board composition and the Key Managerial Personnel remained the same as at the commencement of the financial year.

The following changes in the composition of the Board of Directors and / or Key Managerial Personnel occurred during the financial year ended March 31, 2026:

The Board places on record its sincere appreciation for the valuable contributions made by the Directors / KMP who have ceased to hold office during the year.

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year ended March 31, 2026. There are no unclaimed or unpaid deposits as at March 31, 2026.

(A) Loans from Directors / Relatives of Directors (Exempt Deposits):

The Company has not accepted public deposits. However, the following loans / deposits, which are exempt deposits under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, have been accepted from Directors and / or their relatives:

(B) Deposits from Shareholders (Exempt Deposits):

During the financial year ended March 31, 2026, no significant or material order has been passed by any Regulator, Court, or Tribunal which would impact the going concern status of the Company or adversely affect its future operations.

During the financial year ended March 31, 2026, the following significant / material orders were passed by Regulators / Courts / Tribunals:

[Details to be specified. Elaborate on the nature, the authority, and the potential impact on the Company's going concern status or future operations. Enclose relevant details as an Annexure, if required.]

Your Company is committed to providing a safe, respectful, and dignified working environment to all its employees. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has:

•        Adopted a comprehensive Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace;

•        Duly constituted an Internal Complaints Committee ("ICC") in accordance with Section 4 of the POSH Act; and

•        Conducted awareness programmes and sensitisation workshops for its employees during the year.

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

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, during the financial year ended March 31, 2026. All eligible women employees of the Company have been extended the statutory maternity benefits as prescribed under the said Act, and the Company remains committed to creating a supportive and inclusive work environment for women.

As on March 31, 2026, the total number of employees on the rolls of the Company, categorised by gender, is as follows:

The Company is committed to fostering a diverse and inclusive workplace and ensures equal opportunities for all individuals, regardless of gender, caste, religion, or any other characteristic.

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

All transactions entered into with Related Parties, as defined under Section 2(76) of the Companies Act, 2013, during the financial year ended March 31, 2026, were in the ordinary course of business and on an arm's length basis. Accordingly, the provisions of Section 188(1) of the Act were not attracted to any such transaction, and the requirement to obtain prior approval of the Board / Members, as applicable, did not arise.

There are no materially significant related party transactions requiring disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Act. The disclosure of all related party transactions has been provided in Note No. ___ to the Financial Statements, in accordance with the applicable Accounting Standards (AS-18).

The statement in Form AOC-2, containing particulars of contracts and arrangements entered into with related parties referred to in Section 188(1) of the Act, is enclosed as 'Annexure - __' to this Report.

Your Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013, namely:

•        Secretarial Standard - 1 (SS-1): Meetings of the Board of Directors; and

•        Secretarial Standard - 2 (SS-2): General Meetings.

These Secretarial Standards, as amended from time to time, have been adhered to in letter and spirit during the financial year ended March 31, 2026.

(A) Statutory Auditors - Existing Appointment:

In terms of the provisions of Sections 139 and 141 of the Companies Act, 2013, M/s. ________________________ (Firm Registration No. __________), Chartered Accountants, were appointed as Statutory Auditors of the Company at the (____) Annual General Meeting held on __________, for a term of five (5) consecutive years, from the conclusion of the (____) AGM to the conclusion of the (____) AGM. The said appointment remains valid and subsisting.

(B) Statutory Auditors - Re-appointment:

M/s. ________________________ (Firm Registration No. __________), Chartered Accountants, the existing Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. Being eligible and having expressed their willingness, they are proposed to be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing AGM until the conclusion of the (____) Annual General Meeting to be held in the year __________.

As required under Section 139(1) of the Act, the Company has received from M/s. ________________________ (i) a written consent to their re-appointment; and (ii) a certificate confirming that their re-appointment, if made, shall be in accordance with the conditions prescribed under Sections 139 and 141 of the Act and that they satisfy the eligibility criteria laid down therein. The Board recommends their re-appointment to the Members.

(C) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. ________________________, Practicing Company Secretaries (C.P. No. __________), to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report in Form MR-3 is enclosed as 'Annexure - __' to this Report.

(D) Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors has appointed M/s. ________________________ (Firm Registration No. __________), Cost Accountants, as Cost Auditors of the Company for the financial year ended March 31, 2026. As required, the remuneration payable to the Cost Auditors is subject to ratification by the Members at the ensuing Annual General Meeting, and the Board accordingly recommends the same for their approval.

The Board of Directors is pleased to inform the Members that the Company has been allotted an International Securities Identification Number (ISIN) - [Insert ISIN Number] - for its equity shares with effect from [Insert Date]. In compliance with the applicable regulatory requirements, the Company has successfully dematerialised all its equity shares previously held in physical form through [NSDL / CDSL / both depositories].

This initiative enables the Members to hold and transact their equity shares in electronic form, ensuring greater security, ease of transfer, and compliance with the Depositories Act, 1996. All requisite filings with the Depository(ies) and the Registrar & Share Transfer Agent have been completed. The Board encourages all Members who continue to hold shares in physical form to convert the same into dematerialised form at the earliest, in their own interest.

The Board of Directors of the Company confirms that all the Directors have submitted their declarations under Section 164(2) of the Companies Act, 2013, and none of the Directors is disqualified from being appointed or from continuing as a Director of any company as on March 31, 2026.

Your Directors state that, during the financial year ended March 31, 2026, no disclosure or reporting is required in respect of the following matters, as there were no transactions on these items during the year:

•        Issue of equity shares with differential rights as to dividend, voting, or otherwise under Section 43 of the Act;

•        Issue of sweat equity shares to employees under any scheme under Section 54 of the Act;

•        Provision of any scheme or plan for purchase of Company's own shares by employees or by trustees for the benefit of employees;

•        Receipt of remuneration or commission by the Managing Director / Whole-time Director from any subsidiary company;

•        Details of buy-back of securities;

•        Application for voluntary revision of financial statements or Board's Report; and

•        Instances of one-time settlement with any bank or financial institution.

Your Directors place on record their sincere and deep appreciation for the dedicated efforts, commitment, and contribution of all the employees and consultants of the Company at every level. Their competence, professionalism, and collective resolve have been instrumental in the Company's sustained performance and progress.

The Board also wishes to express its gratitude to the Central Government, State Government authorities, regulatory bodies, financial institutions, the Statutory Auditors, the Secretarial Auditors, and all other stakeholders for their continued co-operation, guidance, and support. Your confidence and trust in the Company remain a constant source of encouragement and strength to the Board.