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       31-03-2026
      
     

STATE OF COMPANY AFFAIRS

During the year under review, the Company earned Net Profit of Rs. 5,410 Lakhs as compared to Net Profit of Rs. 10,828 Lakhs respectively in the previous financial year. Company earned its income from Interest on the loans given, dividend received on the investments and income from derivative trade.

Management of the Company is continuously taking appropriate steps for improvement of the profitability of the Company.

During the year there is no change in the business of the Company. Company continues to be NBFC, registered with Reserve Bank of India, having business of doing & holding investment activity and providing loans.

AMOUNT PROPOSED TO TRANSFER TO RESERVES PURSUANT TO RBI REGULATIONS

As per the provisions of the Section 45-1C of Reserve Bank of India Act, 1934, the Company is required to transfer 20% of its profit after tax to the Statutory Reserve Fund. During the year, the Company has transferred Rs. 1081.91 Lakhs to the statutory reserve fund.

DIVIDEND

As per performance of the Company, the Board of Directors has recommended for the final dividend in their meeting

held on May 30, 2026 @ 14.7% i.e. Rs.1.47/- per equity share of Rs.10/- each on 3,23,26,366 equity shares amounting to Rs. 4,75,19,758/- for the FY 2025-26.

Pursuant to the Finance Act 2020, the Dividend is taxable in the hands of shareholders w.e.f. April 01, 2020 and the tax deducted at source will be applicable at prevailing rates. The company shall accordingly make the payment of final dividend after deduction of tax at source.

RBI REGULATIONS

Your Company continues to comply with all the applicable laws, regulations, guidelines etc. prescribed by the Reserve Bank of India ('RBI'), from time to time. The Company continues to be in compliance with the norms pertaining to capital adequacy, non-performing assets etc.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

Your Company, being an NBFC registered with RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Companies Act,2013 ('the Act') with respect to loans. Pursuant to the provisions of Section 186(4) of the Act, details with regard to the investments made by the Company, as applicable, are given in Note no.5 of the Standalone financial statements, forming part of this Annual Report.

DEPOSITS

During the year, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. There was no public deposit outstanding as at the beginning and end of the financial year 2025-26 .

SUBSIDIARY COMPANIES, ASSOCIATES AND CONSOLIDATED FINANCIAL STATEMENTS

Company do not have any Associate or Subsidiary Company. Hence no Consolidated Financial Statements of the Company have been prepared for the F.Y. ended 31.03.2026 .

Further Concatenate Advest Advisory Private Limited continue to be the Holding company and is holding 69.40% shares of the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form No. MGT-7, is available on the Company's website and can be accessed at the web-link: http://www.consofinvest.com/investor relations.htm .

COMPOSITION OF THE BOARD Directors

• Mr. Sanjiv Kumar Agarwal-Managing Director

• Ms. Geeta Gilotra-Non Executive Non Independent (Woman) Director

• Mrs. Kirty Agarwal-Non-Executive Non-Independent Director (Appointment w.e.f. 30 th June, 2025)

• Mr. Prakash Matai-Non Executive Independent Director

• Mr. Sanjeev Aggarwal-Non Executive Independent Director

• Mr. Radhey Shyam-Non Executive Independent Director

• Mr. Ghanshyam Dass Singal - Non Executive Non Independent Director (Appointment w.e.f. 06 th August, 2026)

Key Managerial Personnel: In terms of Section 2(51) and Section 203 of Companies Act, 2013 following are the KMPs of the Company:

• Mr. Sanjiv Kumar Agarwal-Managing Director

• Mr. Anil Kaushal-Company Secretary (until 13th Nov.2025), (Retired)

• Mr. Mohit Srivastava-Company Secretary (Appointed w.e.f. 01st Dec.2025)

• Mr. Sudhir Shukla-CFO

DIRECTORS AND KMPs

During the year under review, there is no change in the directorship of the Company as aforementioned in case of 'Composition of the Board'.

Ms. Geeta Gilotra (DIN: 06932697) is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment. She is being re-appointed at the Annual General Meeting.

The brief resume of Ms. Geeta Gilotra names of other company (ies) in which she holds directorship, membership of committees of the Board and his shareholdings are given in the Notice to the Shareholders.

None of directors proposed to be appointed/reappointed are disqualified/debarred from being a director by any order of SEBI/Ministry of Corporate Affairs.

However, on the recommendation of Nomination & Remuneration Committee and pursuant to the provisions of Sections 149,152, and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company, Mr. Ghanshyam Dass Singal (DIN-00708019), had been appointed by the Board of Directors as an Additional Director of the Company with effect from 06th August, 2026 holding office up to the date of this Annual General Meeting.

Further, as per Section 149 of the Companies Act 2013, Mr. Radhey Shyam (DIN: 00649458) has been re-appointed as an Independent Director for second term of five consecutive years on the Board of the Company.

The re-appointment is in accordance with the provisions of sections 149, 150, 152 and 160 read with schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') and rules framed thereunder, and in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification or re-enactment thereof for the time being in force) and Articles of Association of the Company and pursuant to the recommendation of the Nomination & Remuneration Committee, approval of Board of Directors along with the approval of the members of the Company; for a second term of 5 consecutive years commencing from 27/08/2026 to 26/08/2031 and shall not be liable to retire by rotation.

FIT AND PROPER AND NON-DISQUALIFICATION DECLARATION BY DIRECTORS

All the Directors of the Company have confirmed that they satisfy the 'fit and proper' criteria as prescribed under

Chapter XI of RBI Master Direction No. RBI/D0R/2023- 24/106/D0R.FIN.REC.N045/03.10.119/2023-24 dated 19/10/2023, as amended, and also give declaration and undertaking as provided thereon.

INDEPENDENT DIRECTORS' DECLARATION

The Company has received the necessary declaration from each Independent Director(s) in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013.

The Board of the Company after taking these declarations on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company.

In accordance with the provisions of Section 150 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Independent Directors of the Company have registered themselves in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, Manesar ['llCA'].

BOARD MEETINGS

The Board of Directors met 6 (six) times during the financial year ended 31 st March 2026 . Board Meetings were held on 5, 30/06/2025, 04/08/2025,

14/08/2025, 13/11/2025 and 13/02/2026. The

intervening gap between any two meetings was within the period described by the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The detail of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

BOARD COMMITTEES

The detail of the various committees constituted by the Board of Directors are provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Details of Performance Evaluation of individual Director and Committees of the Board is mentioned in Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Company's policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements. Clearly defined roles and responsibility for all managerial position gives strength to the internal control system of the organization. Internal audit is done at regular intervals to ensure that responsibilities are executed effectively.

AUDITORS AND THEIR REPORTS INTERNAL AUDITORS

Internal auditor has submitted their report to Board of Directors for the period ended 31.03.2026 and it does not have qualification or adverse remarks.

The Board of Directors of your Company appointed M/s. VASK & Associates, Chartered Accountants, New Delhi as Internal Auditors of the Company to carry out Internal Audit pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2026-27 . The Internal Auditor conduct internal audit in respect of affairs of the Company on quarterly basis.

STATUTORY AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountant, was appointed as statutory auditors of the Company for a period of five financial years at the Annual General Meeting held on 29.09.2022 till the Forty First Annual General Meeting of the Company to be held in the year 2027. The auditors have furnished certificate regarding their eligibility for appointment as Company's Auditors, pursuant to Section 141 of the Companies Act, 2013.

AUDITORS' REPORT

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31 st March, 2026 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Secretarial Auditors Report provided by Mr. Alok Jain of M/s GAA & Partners LLP on the secretarial audit of the Company for the year ended 31 st March, 2026 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

The report of the Secretarial Auditor for F.Y. 2025-26 in Form No. MR-3 is annexed to this report as Annexure A .

CORPORATE GOVERNANCE REPORT

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under Regulation 34(3) read with Schedule V of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Corporate Governance report along with Statutory Auditor's Certificate confirming compliance of Corporate Governance for the year ended 31st March 2026 is provided separately and forms integral part of this Annual Report.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the auditors.

COMMENTS ON ADVERSE REMARKS IN AUDITOR'S/ SECRETARIAL AUDITOR'S REPORT

There was no qualification, reservation or adverse remarks in Auditors' Report and Secretarial Auditor's report.

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were on arm's length basis and were in the ordinary course of business. No material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the year by the Company. The Company has not entered into any contract or arrangement with related parties as prescribed in section 188(1) of the Companies Act, 2013. Accordingly, disclosure of contracts or arrangements with Related Parties as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC- 2 is not applicable. None of the Directors has any pecuniary relationships or transactions with the Company.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company's operations in future.

MATERIAL CHANGES AN D COMMITMENTS AFFECTING TH E FINANCIAL POSITION OF THE COMPANY

No Material changes and commitment occurred, between the end of the financial year of the Company to which the Financial Statements relate and the date of the report, which could affect the financial position of the Company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior employees of the Company. The Policy is uploaded on the website of the Company viz. www.consofinvest.com

having following web link: http://www.consofinvest.com/investor_relations.htm

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. ENERGY CONSERVATION

In the operations of the Company, no significant scope for energy conservation was identifiable and hence no significant steps have been taken for energy conservation. However, the Company in general keeps a track on energy conservation as far as possible.

B. TECHNOLOGY ABSORPTION

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in so far as it related to technology absorption are not applicable to the Company, as it does not have any manufacturing activity.

C. FOREIGN EXCHANGE EARNING AND OUTGO

There is no foreign exchange earnings and outgo during the year.

RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy duly approved by the Board of Directors has been uploaded on the website of the Company having following web link, http://www.consofinvest.com/investor_relations.htm

During the year under review, no complaint was received under this mechanism.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The human resource is an important asset which has played pivotal role in the performance and growth of the Company over the years. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies

Act, 2013 and Rule 5(1) and 5(2) of Companies

(Appointment and Remuneration of Managerial Personnel)

Rules, 2014 are as under:

i) Ratio of remuneration of each director to median remuneration of Employees and % increase in Remuneration is not applicable since Directors and Managing Director are getting only sitting fees to attend meetings of the Board and Committees thereof and are not getting any other remuneration.

ii) The percentage increase in the median remuneration of employees in the Financial Year 2025-26, is not comparable.

iii) The number of permanent employees were 2 (two) as at 31.3.2026 .

iv) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

v) The Company affirms that remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

vi) Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the provisions of section 197(12) of the Act, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form the part of the Directors' Report; and that would be made available on the request of the shareholder as per Section 136(1) of the said Act.

vii) There is no employee of the Company employed throughout the Financial Year 2025-26 and were paid remuneration more than Rs. 102 Lacs per annum and further there is no employee who has worked for the part of the year and were paid remuneration during the Financial Year 2025-26 at a rate which in aggregate was more than Rs. 8.5 Lacs per month.

viii) In accordance with the circulars issued by MCA and SEBI, the Notice of the 40 th AGM along with the Integrated Annual Report for the financial year 202526 is being sent by electronic mode to Members whose e-mail ids are registered with the Company / Registrar & Share Transfer Agent (RTA) or the Depository Participants (DPs). Additionally, in accordance with Regulation 36(1)(b) of the Listing Regulations, the

Company is also sending a letter to Members whose e-mail ids are not registered with Company/RTA/DP providing the web link of Company's website from where the Annual Report for financial year 2025-26 can be accessed.

ix) Members holding shares in dematerialized (demat) mode are requested to register / update their e-mail ids with their relevant DPs. In case of any queries / difficulties in registering the e-mail ids with their DPs, Members may write to the Company's RTA at delhi@in.mpms.mufg.com

CSR POLICY

The Company has constituted a Corporate Social Responsibility Committee and has developed its CSR policy which is available on the website of the Company viz. www.consofinvest.com having following web link, http://www.consofinvest.com/investor_relations.htm

Company did not meet the criteria in terms of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 and hence your Company was not required to spend any amounts towards CSR based activities for the financial year 2025-26 .

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your company has adopted a Policy on prevention of Sexual Harassment at workplace at Group level.

The Company has adopted a Policy on Prevention of Sexual Harassment at the Workplace in accordance with the principles of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As a matter of good governance, the Company has access to the Group-level Internal Committee constituted to address complaints relating to sexual harassment at the workplace.

However, the requirement to constitute an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not apply to the Company which has fewer than 10 employees i.e. currently 2.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed;

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material

departures, if any;

b) That they have 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 the financial year and of the profit or loss of the company for the year under review;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a 'going concern' basis.

e) That they have laid down proper internal financial control and such financial controls are adequate and were operating effectively.

f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GENERAL

a) The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.

b) Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act 2013, are not applicable on the Company.

c) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

d) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof is not applicable to the Company during the period under review.

e) The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. All eligible female employees are granted maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks and protection from dismissal during maternity leave. No instances of non-compliances were observed during the review period.

ACKNOWLEDGEMENT

The Directors express their gratitude towards the Banks and various other agencies for the cooperation extended to the company. The Directors also take this opportunity to thank the shareholders for the confidence reposed by them in the company.

The employees of the company contributed significantly in achieving the results. The Directors take this opportunity to thank them and hope that they will maintain their commitment towards excellence in the years to come.

For and on behalf of the Board