The Board of Directors is pleased to present herewith the
ThirtiethBoard's Report of your Company together with the
Audited Financial Statements for the financial year ended
31st March, 2026.

1. FINANCIAL RESULTS

2. OVERVIEW OF FINANCIAL PERFORMANCE

During the year under review, the Company continued to
maintain its presence in the capital market and financial
services business and delivered a satisfactory financial
performance.

The Company continues to hold Trading-cum-Clearing
Membership with BSE Limited in the Cash and
Derivatives Segments and with National Stock Exchange
of India Limited in the Cash, Derivatives and Currency
Derivatives Segments. The Company offers a broad
range of capital market services through its network of
branches and Authorised Persons.

The Company also acts as a Depository Participant with
Central Depository Services (India) Limited (CDSL),
providing depository services to its clients.

During the financial year ended March 31, 2026, the
Total Income of the Company stood at ' 4,038.52 Lakhs
as compared to ' 4,847.53 Lakhs in the previous year.
Profit Before Tax (PBT) for the year stood at ' 977.73
Lakhs as against ' 1,337.92 Lakhs in the previous year.

During the year, pursuant to an Order dated December
4, 2025 passed by the Hon'ble Bombay High Court in
favour of the Company in connection with the matter
relating to M/s. Kamani Tubes Limited, an amount of
' 701.00 Lakhs, which had been fully provided for as an
exceptional item in earlier years, has been recognised
as exceptional income during the year. Further, the capital
commitment of ' 993.00 Lakhs provided in earlier years
stands derecognised. The details thereof are set out in
Notes 32 and 35 to the Standalone Financial Statements.

Profit After Tax (PAT) for the year stood at ' 1,403.76
Lakhs as compared to ' 996.31 Lakhs in the previous
year. Other Comprehensive Income for the year
amounted to ' 5.81 Lakhs as against ' 0.37 Lakhs in the
previous year. Consequently, the Total Comprehensive
Income for the year stood at ' 1,409.57 Lakhs as
compared to ' 996.68 Lakhs in the previous year.

The Board remains optimistic about the long-term
prospects of the capital market and financial services
industry and continues to focus on strengthening risk
management practices, improving operational
efficiencies and creating sustainable value for all
stakeholders.

3. PORTFOLIO MANAGEMENT SERVICES

The Company continues to offer Portfolio Management
Services ("PMS") to its clients in accordance with the
applicable regulatory framework prescribed by the
Securities and Exchange Board of India.

4. DIVIDEND

The Board of Directors of the Company, at its meeting
held on May 29, 2026, has recommended a dividend of
' 2/- per equity share (20%) of face value ' 10/- each for
the financial year ended March 31, 2026, subject to the
approval of the Members at the ensuing 31st Annual
General Meeting ("AGM"). The dividend, if approved by
the Members at the AGM, shall be paid to those Members
whose names appear in the Register of Members of the
Company or in the records of the Depositories as
beneficial owners of the shares as on the Record Date,
i.e., July 25, 2026.

In accordance with the provisions of the Income-tax Act,
1961, as amended, dividend income is taxable in the
hands of the Members and the Company shall deduct
tax at source, where applicable, at the prescribed rates.

5. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on
March 31, 2026 stood at ' 1,383.65 Lakhs comprising
1,38,36,500 Equity Shares of ' 10/- each. During the
year under review, there was no change in the capital
structure of the Company. The Company has not issued
any equity shares with differential voting rights, sweat
equity shares or stock options, nor has it undertaken
any buy-back of its securities during the year under
review.

As on March 31, 2026, the Directors of the Company
held the following equity shares of the Company:

*resigned effective close of business hours on 31st May, 2025.

6. FINANCE

Cash and cash equivalents as at March 31, 2026 stood
at ' 9,969.04 Lakhs as against ' 10,838.12 Lakhs as at
March 31, 2025. The Company continues to focus on
prudent management of its working capital and maintains
adequate liquidity to support its operations. Receivables
and other working capital parameters are continuously
monitored to ensure efficient utilisation of resources.

7. LISTING FEES

The equity shares of the Company are listed on BSE
Limited (Scrip Code: 531861). The Company has paid
the annual listing fees for the financial year 2026-27 to
BSE Limited.

8. 8.1 DEPOSITS

Your Company has not accepted any deposits from
the public and, accordingly, there were no
outstanding deposits or unpaid/unclaimed interest
thereon as on March 31, 2026 within the meaning
of Chapter V of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules,
2014.

During the year under review, the Company had
availed certain borrowings from banking companies
in the ordinary course of business, which are treated
as exempted deposits under the Companies
(Acceptance of Deposits) Rules, 2014. As on March
31,2026, borrowings aggregating to ' 26.90 Lakhs
remained outstanding. The requisite return in
respect of such exempted deposits has been duly
filed / shall be filed with the Ministry of Corporate
Affairs in Form DPT-3 within the prescribed time.

In order to augment financial resources for, inter
alia, working capital requirements and general
corporate purposes, the Board of Directors has
proposed a Special Resolution for seeking approval
of the Members to accept or renew deposits from
Members, within the limits prescribed under Section
73(2) of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014,
up to 25% of the aggregate of the paid-up share
capital, free reserves and securities premium
account of the Company. The Company shall comply
with all applicable provisions of the Companies Act,
2013 and the Rules framed thereunder in this
regard.

8.2 PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans given, guarantees provided,
and investments made, as required under the
provisions of Section 186 of the Companies Act,
2013, are disclosed in the notes forming part of the
Financial Statements

8.3 TRANSFER TO RESERVES

The Board does not propose to transfer any amount
toGeneral Reserve or any other Reserves.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is committed to making a positive impact
on society and the environment. Its CSR objectives are
centered around promoting social welfare, sustainable
development, and addressing key societal challenges.
The Company focuses on community development,
education and skill enhancement, healthcare and
wellness, and employee welfare. Through initiatives such
as providing educational opportunities, collaborating with
healthcare institutions, and fostering employee
engagement, the Company aims to create a lasting
positive change. By allocating resources effectively and
engaging its employees and communities, the Company
strives to be a responsible corporate citizen and
contribute to the well-being of society.

In accordance with Section 135 of the Companies Act,
2013 and the applicable rules, companies meeting the
prescribed criteria are required to spend at least 2% of
the average net profits of the three immediately preceding
financial years towards CSR activities.

During the financial year 2025-26, the Company has
spent ' 26 Lakhs towards the CSR activities. Details
about the CSR Policy of the Company are available on
the website of the Company at www.joindre.com.

The report on CSR activities, pursuant to Rule 9 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, is appended as "Annexure I" to this Report.

10. BUSINESS RISK MANAGEMENT

The primary business activity of the Company is retail
stock broking, carried out through its network of branches,
Authorised Persons, and Remisiers. The Company's
Compliance Department ensures that robust policies
are in place covering areas such as client registration,
client-level risk management, dealings in penny stocks,
exposure limits, brokerage rates, and suspension or
closure of client accounts. These policies are designed
to comply with the Rules and Regulations of the Stock
Exchanges and regulatory bodies, thereby minimizing
business risks and avoiding penal actions from regulatory
authorities.

The Company has implemented adequate measures to
safeguard the interests of its clients. The Trading Terminal
provided to clients offers real-time online access to
essential data, including ledger balances, stock positions,
and funds positions. The Company ensures that all
clients' funds and securities are transferred strictly to
their designated bank and demat accounts. All client-
related receipts and payments are processed through
account payee cheques or other permitted banking
channels - no cash transactions are permitted under any
circumstances.

Your Company's risk management framework comprises
prudential norms, timely reporting, and stringent internal
controls to ensure operational efficiency and mitigate
risks. Given that technology forms an integral part of the
Company's business operations, the Company has taken
robust measures to manage technology-related risks.
These include the use of advanced firewalls to protect
its IT infrastructure from hacking, data leaks, and security
breaches, as well as multiple internet bandwidth options
and redundant internet connectivity to minimize the risk
of service interruptions.

Risks Management Committee:Although your Company
is not mandated to constitute a Risk Management
Committee under Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors regularly discusses the key
risks facing the business and the mitigation strategies.
The Board periodically reviews the Company's risk
management policies, internal control systems, and
operational framework to ensure that risks are identified
and mitigated effectively.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has established an internal financial control
system that is commensurate with the nature, size, and
scale of its business operations. These controls are
designed to ensure the orderly and efficient conduct of
business, including adherence to the Company's policies,
safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of
accounting records, and timely preparation of reliable
financial information.

The Company regularly monitors and evaluates the
effectiveness and adequacy of its internal financial control
systems, ensuring compliance with operating procedures,
accounting standards, and applicable laws and
regulations. The effectiveness of these controls is
reviewed through periodic internal audits conducted by
an independent firm of Chartered Accountants.
Additionally, the Statutory Auditors also evaluate the
internal financial controls as part of their audit process.

Based on the audit findings, corrective actions are
initiated as needed to strengthen the financial controls
further. Significant audit observations and the corrective
actions taken thereon are periodically reviewed by the
Audit Committee and the Board of Directors to ensure
effective governance.

In addition, the Company has a dedicated Compliance
Department to monitor and ensure adherence to various
statutory and regulatory requirements.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism
through a Whistle Blower Policy to enable employees to
report concerns regarding unethical behaviour, actual or

suspected fraud, or violation of the Company's Code of
Conduct or ethics policy. This mechanism provides
adequate safeguards against victimization of employees
who report such concerns.

The details of the Whistle Blower Policy and the
functioning of the Vigil Mechanism are provided in the
Corporate Governance Report forming part of this Annual
Report.

13. SUBSIDIARY COMPANY

The Company has one wholly Owned Subsidiary
Company, M/s. Joindre Commodities Ltd (JCL).The
salient features of financial statement of the Subsidiary,
pursuant to the first proviso to sub-section 3 of section
129 of the Companies Act, 2013, read with rule 5 of the
Companies (Accounts) Rule 2014,in the Form AOC-1 is
^{given below:} (Rs in Lakhs)

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Dinesh Jankilal Khandelwal (DIN: 00052077), Whole¬
time Director of the Company, retires by rotation at the
ensuing Annual General Meeting and, being eligible,
offers himself for re-appointment as a Director. The
requisite details pursuant to Regulation 36(3) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard-2 on General
Meetings are provided in the Notice convening the Annual
General Meeting.

The Board is of the opinion that the Independent Directors
of the Company possess the requisite integrity, expertise
and experience required to effectively discharge their
duties and responsibilities. In terms of Section 150 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014,
all the Independent Directors of the Company have
registered themselves with the databank maintained by
the Indian Institute of Corporate Affairs, Manesar. The
Independent Directors are either exempt from
undertaking the online proficiency self-assessment test
or have complied with the applicable requirements in
this regard.

Further, Mr. Subhash Agarwal (DIN: 00022127), Whole¬
time Director, resigned from the Board of Directors of
the Company with effect from the close of business
hours on May 31, 2025. The Board places on record its
sincere appreciation for the valuable guidance and
contributions made by him during his tenure with the
Company.

As on March 31,2026, the Board of Directors comprised
three Whole-time Directors and four Non-Executive
Independent Directors, including two Women
Independent Directors. The composition of the Board is
in conformity with the requirements of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

14.1 PERFORMANCE EVALUATION OFBOARD
ANDITS' COMMITTESS

In compliance with the provisions of the Companies
Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the
Board has conducted an annual performance
evaluation. This evaluation encompassed an
assessment of the Board's overall performance,
individual directors, and the functioning of the Audit
Committee and the Nomination and Remuneration
Committee. The methodology employed for
conducting the evaluation has been elaborated upon
in detail in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors,
Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate
Governance Report.

14.3 MEETINGS

A calendar of meetings is prepared and circulated
in advance to the Directors to facilitate effective
participation and enable them to plan their
schedules.

During the financial year 2025-26, five Board
Meetings and four Audit Committee Meetings were
held. The details of the meetings of the Board and
its Committees, including attendance of the
Directors thereat, are provided in the Report on
Corporate Governance forming part of this Annual
Report.

The gap between any two meetings was within the
period prescribed under the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

14.4 FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company ensures that its Directors are regularly
updated on the activities of the Company, its
business environment, the industry at large, and
the regulatory landscape. The familiarisation
programme also covers various aspects of the

capital markets and emerging issues impacting the
sector. Details of the familiarisation programmes
for Independent Directors are provided in the
Corporate Governance Report and are also
available on the Company's website under the
"Investor Relations" section.

14.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all
the Independent Directors confirming that they meet
the criteria of Independence as prescribed both
under Companies Act and SEBI (LODR)
Regulations, 2015.

14.6 KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the following persons were designated as
Key Managerial Personnel of the Company as on
March 31,2026:

Further, Mr. Subhash Agarwal ceased to be a Key
Managerial Personnel consequent upon his
resignation as Whole-time Director with effect from
the close of business hours on May 31,2025.

Mr. Paras Kesharmal Bathia, Whole-time Director,
has attained the age of 75 years. His re-appointment
and continuation in office were approved by the
Members by way of a Special Resolution passed at
the 30th Annual General Meeting of the Company
in accordance with the provisions of Section 196(3)
of the Companies Act, 2013.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013, and to the
best of their knowledge and belief and according to the
information and explanations obtained, your Directors
hereby state that:

a) that in the preparation of the annual financial
statements for the year ended 31st March, 2026,
the applicable Accounting Standards have been
followed along with proper explanation relating to
material departures, if any;

b) that such accounting policies have been selected
and applied consistently and judgment and
estimates have been made that are reasonable
and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31st March,
2026and of the profit of the Company for the year
ended on that date;

c) that proper and sufficient care has been taken for
the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

d) that the annual financial statements have been
prepared on a going concern basis;

e) that proper internal financial controls were in place
and that the financial controls were adequate and
were operating effectively.

f) that systems to ensure compliance with the
provisions of all applicable laws were in place and
were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company
during the financial year were on an arm's length basis
and in the ordinary course of business. In terms of the
applicable provisions of the Companies Act, 2013, there
were no materially significant related party transactions
entered into by the Company with its Promoters,
Directors, Key Managerial Personnel, or their relatives,
or with its subsidiaries or other related parties, that could
have had a potential conflict with the interests of the
Company at large, except as disclosed in the Financial
Statements.Accordingly, the disclosure of related party
transactions in Form AOC-2 under Section 134(3)(h) of
the Companies Act, 2013 is not applicable to the
Company for the year under review.

All related party transactions were placed before the
Audit Committee and the Board for their approval. Prior
omnibus approval of the Audit Committee was obtained
for transactions that are of a repetitive nature and are in
the ordinary course of business and at arm's length. The
transactions entered into pursuant to such omnibus
approvals are reviewed by the Audit Committee on a
quarterly basis, along with a detailed statement of all
related party transactions.During the year, the Policy on
Related Party Transactions was reviewed and revised
by the Board to align with amendments to applicable
laws and regulations. The updated Policy on Related
Party Transactions is available on the Company's website
at www.joindre.com.

17. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE
COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(3)(l) of the
Companies Act, 2013, the Board of Directors hereby
states that, except as disclosed elsewhere in this Report,
there have been no material changes and commitments
affecting the financial position of the Company that have
occurred between the end of the financial year and the
date of this Report.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 and Section
125 of the Companies Act, 2013, read with the Investor
Education and Protection Fund (Accounting, Audit,

Transfer and Refund) Rules, 2016, dividends that remain
unclaimed or unpaid for a consecutive period of seven
years from the date of transfer to the Unpaid Dividend
Account are required to be transferred to the Investor
Education and Protection Fund ("I EPF"). Accordingly,
during the year under review, the unclaimed/unpaid
dividend declared by the Company for the financial year
2018-19 became due for transfer to the IEPF in
compliance with the aforesaid provisions.

19. TRANSFER OF EQUITY SHARES IN RESPECT OF
UNPAID / UNCLAIMED DIVIDEND TO THE INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(6) of the
Companies Act, 2013, read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, and the notifications
issued by the Ministry of Corporate Affairs from time to
time, the Company is required to transfer the equity
shares in respect of which dividends have remained
unpaid or unclaimed for a period of seven consecutive
years or more to the IEPF. Accordingly, during the year
under review, the Company is required to transfer the
equity shares related to the unclaimed/unpaid dividend
declared for the financial year 2018-19 to the IEPF in
compliance with the aforesaid provisions.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the financial year under review, the Hon'ble
Bombay High Court, vide its Order dated December 4,

2025, directed M/s. Kamani Tubes Limited to refund to
the Company a sum of ' 701.00 Lakhs, being the capital
advance paid by the Company in earlier years towards
the proposed acquisition of sub-lease rights in certain
immovable property.

Pursuant to the said Order, the Company has recognised
' 701.00 Lakhs as exceptional income in the Statement
of Profit and Loss for the financial year ended March 31,

2026. Further details of the matter are provided in Notes
32 and 35 to the Standalone Financial Statements.

Save as stated above, no significant or material orders
were passed by any Regulator, Court or Tribunal during
the financial year which would impact the going concern
status of the Company or its future operations.

21. AUDITORS22.1 Statutory Auditors

The Members of the Company, at the 29th Annual
General Meeting held in 2024, appointed M/s.
Banshi Jain & Associates, Chartered Accountants
(Firm Registration No. 100990W), as the Statutory
Auditors of the Company for a term of five
consecutive years to hold office from the conclusion
of the 29th Annual General Meeting until the
conclusion of the 34th Annual General Meeting of
the Company.

The Statutory Auditors have confirmed that they
continue to satisfy the criteria prescribed under
Sections 139 and 141 of the Companies Act, 2013

read with the Companies (Audit and Auditors) Rules,
2014 and that they are eligible to continue as the
Statutory Auditors of the Company. They have also
confirmed their independence and that they have
not provided any services prohibited under Section
144 of the Companies Act, 2013.

The Audit Committee periodically reviews the
independence of the Statutory Auditors, the
effectiveness of the audit process and the quality of
audit.

The Standalone and Consolidated Auditors' Reports
for the financial year ended March 31,2026 do not
contain any qualification, reservation, adverse
remark or disclaimer. The Notes to the Financial
Statements referred to in the Auditors' Reports are
self-explanatory and do not call for any further
comments under Section 134(3)(f) of the Companies
Act, 2013.

22.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Secretarial
Audit of the Company for the financial year ended
March 31,2026 was conducted by M/s. P. C. Shah
& Co., Practising Company Secretaries.

The Members of the Company, at the 30th Annual
General Meeting held on August 9, 2025, approved
the appointment of M/s. P. C. Shah & Co., Practising
Company Secretaries, as the Secretarial Auditors
of the Company for a term of five consecutive
financial years commencing from the financial year
2025-26 in accordance with the provisions of
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Secretarial Audit Report in Form MR-3 for the
financial year ended March 31, 2026 forms part of
this Annual Report as Annexure II. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors of the Company
have reported any instances of fraud committed against
the Company by its officers or employees under Section
143(12) of the Companies Act, 2013, which would require
disclosure in this Report.

23. COMPLIANCE OF 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), as
prescribed under Section 118(10) of the Companies Act,
2013.

24. CORPORATE GOVERNANCE

The Board of Directors reaffirms its continued
commitment to maintaining the highest standards of
corporate governance. During the year under review,
the Company has complied with the applicable provisions
relating to corporate governance as prescribed under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The compliance report on Corporate Governance, along
with a certificate from the Company's Secretarial Auditors,
M/s. P. P. Shah & Co., Practising Company Secretaries,
confirming compliance with the provisions of corporate
governance, forms part of this Annual Report.

25. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company has been taking all the possible measures
to conserve the energy and use and adopt best
technology available in the market.

I. Energy Conservation:

The Company has undertaken the following
initiatives to conserve energy:

• Replacement of old computers and office
equipment with energy-efficient devices as and
when required.

• Switching off lights and other electrical
equipment when not in use.

• Minimizing the use of air conditioners and
encouraging optimal temperature settings.

II. Technology Absorption:

The Company has a dedicated in-house IT
Department that closely monitors technological
advancements and strives to adopt the same for its
day-to-day operations. The Company provides user-
friendly trading terminals and platforms to its clients
and has implemented advanced systems including
Wide Area Networking (WAN), hybrid leased lines,
and risk management software to enhance
operational effectiveness and service delivery.

III. Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings or outgo
during the financial year under review.

26. ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the
Companies Act, 2013, the Annual Return of the Company
for the financial year ended 31st March, 2026, in the
prescribed format, will be filed with the Ministry of
Corporate Affairs and is also available on the Company's
website at: https://www.joindre.com/

27. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, relating to the
remuneration and other details of Directors and Key
Managerial Personnel, is annexed to this Report as
Annexure "B".

Further, the Company has no employees who were in
receipt of remuneration exceeding the limits prescribed
under Rule 5(2) of the said Rules, i.e., ?60,00,000 per
annum or ' 5,00,000 per month during the year under
review. Hence, the disclosures under Rule 5(2) are not
applicable.

28. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the
Company for the financial year ended 31st March, 2026,
have been prepared in compliance with the applicable
provisions of the Companies Act, 2013, including the
Indian Accounting Standards (Ind AS) specified under
Section 133 of the Act, read with the relevant rules
issued thereunder. The Consolidated Financial
Statements, together with the Auditors' Report thereon,
form part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013,
a statement containing the salient features of the financial
statements of the subsidiary company, in the prescribed
Form AOC-1, is provided under Point 13 of the Board's
Report, which forms part of this Annual Report. The
financial statements of the subsidiary company are also
available on the Company's website at www.joindre.com
under the "Investor Relations" section.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

In accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the certificate from Mr. Anil Mutha, Mr. Dinesh
Khandelwal and Mr. Paras Bathia, Whole-Time Directors,
and Mr. Pramod Surana, Chief Financial Officer, for the
financial year 2025-26, was placed before the Board of
Directors at its meeting held on May 29, 2026.

The said certificate is annexed and forms part of this
Annual Report.

30. CERTIFICATION FROM COMPANY SECRETARY IN
PRACTICE

Mr. Punit Shah of M/s. P. P. Shah & Co., Practising
Company Secretaries, has issued a certificate as required
under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, confirming that none
of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities
and Exchange Board of India (SEBI), Ministry of
Corporate Affairs, or any other statutory authority. The
said certificate is annexed and forms part of this Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Punit Shah of M/s. P. P. Shah & Co., Practicing
Company Secretaries, has issued the Annual Secretarial
Compliance Report for the financial year ended 31st
March, 2026, pursuant to Regulation 24A of the SEBI
(LODR) Regulations, 2015, which covers a broad check
on compliance with the applicable SEBI Regulations
and circulars/guidelines issued thereunder on an annual
basis. The Report has been filed with BSE Limited.

The Annual Secretarial Compliance Report for the
financial year ended March 31, 2026 does not contain
any qualification, reservation, adverse remark or
disclaimer.

The Secretarial Auditor has reported the status of
observations made in the previous year's Annual
Secretarial Compliance Report, as summarised below:

The Board has noted the above observations and the
status thereof as reported by the Secretarial Auditor.

Management's Response:

In respect of the above observations pertaining to FY 2019¬
20, the Company had filed detailed replies with BSE Limited
requesting waiver of fines, clarifying the facts and compliance
with the SEBI (LODR) Regulations, 2015, in substance. The
matters remain pending with BSE Limited.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors' Report and the

Management Discussion & Analysis describing the
Company's objectives, expectations, projections, or
forecasts may be forward-looking within the meaning of
applicable securities laws and regulations. Actual results
may differ materially from those expressed or implied in
such statements. Important factors that could affect the
Company's operations include, among others, changes
in the global and domestic economic conditions,
government regulations, tax laws, market sentiment,
and other incidental factors beyond the Company's
control.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2026, your Company
and its subsidiaries have paid a consolidated sum of
' 11,75,000/- to the Statutory Auditor and all its entities.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company
under the Insolvency and Bankruptcy Code, 2016.

35. ONE TIME SETTLEMENT WITH BANKS

The Company has not made one-time settlement with
the banks or financial institutions.

36. INDUSTRY STRUCTURE AND DEVELOPMENTS

The primary business activity of the Company is retail
stock broking, carried out through its network of branches
and Authorised Persons. The Company's internet-based
trading platform continues to gain popularity and is widely
used by its clients. In addition to trading services, the
Company provides Research Reports and financial
updates to its individual clients to support their investment
decisions. The Company also offers Depository Services
to its clients as part of its comprehensive suite of capital
market services.

37. SEGMENT - WISE OR PRODUCT - WISE
PERFORMANCE

The Company has been rendering Capital Market
Services and hence there is no separate segment
reporting.

38. HUMAN RESOURCES

Your company has been able to employ and retain
qualified professionals by offering the challenging work
environment and compensation. The Company provides
in house training to its employees. There were
76employees as at 31st March, 2026.

39. FORWARD LOOKING STATEMENT

The Statements made in this report describe the
Company's objectives and projections that may be
forward looking statements which are based on certain
assumptions and expectations of future events. The
Company's actual results, may differ materially from
those projected in any such forward looking statements
depending on economic conditions, government policies
and decisions which are beyond the control of the
Company.

40. SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

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

The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
Workplace in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act") and
the Rules made thereunder. The Company has
constituted an Internal Committee for prevention and

redressal of complaints of sexual harassment in
compliance with the provisions of the POSH Act.

During the financial year ended March 31, 2026, the
status of complaints under the POSH Act was as follows:

41. GREEN INITIATIVES

In line with the Green Initiative of the Ministry of Corporate
Affairs ("MCA") and the Securities and Exchange Board
of India ("SEBI"), the Notice of the 31st Annual General
Meeting and the Annual Report for the financial year
2025-26 are being sent only through electronic mode to
those Members whose e-mail addresses are registered
with the Company or with their respective Depository
Participants.

The Annual Report is also available on the website of
the Company at www.joindre.com, on the website of
BSE Limited at www.bseindia.com and on the website
of National Securities Depository Limited at
www.evoting.nsdl.com.

Members holding shares in physical form who have not
yet registered their e-mail addresses are requested to
register the same with the Company's Registrar and
Share Transfer Agent, MUFG Intime India Private Limited.
Members holding shares in dematerialised form are
requested to register or update their e-mail addresses
with their respective Depository Participants.

42. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to
all its Shareholders, Customers, Bankers, Stock
Exchange Authorities and Employees for the co-operation
and contributions made by them at all levels.

By Order of the Board

Anil Mutha Paras Bathia

(Chairman) (Whole Time Director)

DIN : 00051924 DIN : 00056197

Place : Mumbai
Date : May 29, 2026

Registered Office:

9/15 Bansilal Building, Office No. 29-32,

3rd Floor, Homi Modi Street,

Fort, Mumbai - 400023