The Directors present their One Hundred Sixth Annual Report with the Audited Financial Statements for the year ended March 31, 2026. The Financial Results are as under:

(Rs. in lakhs)

Accounts for the year ended 31st March 2026 have been prepared in conformity with Indian Accounting Standards ('Ind AS') notified under section 133 of Companies Act, 2013("the Act") read with Companies (Indian Accounting Standards) Rules, 2015 as amended by Companies (Indian Accounting Standards) Rules, 2016 from 1st April, 2019, leading to major changes in the Accounting policies.

OPERATIONS

The Standalone Operating Income of the Company is derived from a mix of dividend, interest income, rental income and capital gains from sale of investment property.

The Company's gross income for the financial year ended 31st March 2026 stood at Rs. 4477.42 lakhs as against Rs. 1025.23 lakhs in 2024-25 before exceptional items. Profit before tax stood at Rs. 52086.51 lakhs in 2025-26 as against Rs. 695.22 lakhs profit before tax in 2024-25. Profit after tax of the Company stood at Rs. 45515.89 lakhs as against Rs. 623.04 lakhs in 2024-25. As on 31st March, 2026 other comprehensive income net of tax amounted to Rs. (450.51) lakhs for the year.

The Company had completed development of its property in Kolkata and has received the completion certificate from Kolkata Municipal Corporation. The Building has been certified as Platinum Green Building by LEED.

Further, two floors of the building were sold during the period under review in July 2025 and December, 2025 respectively.

Additionally, the Company divested its property situated at

Whitefield Road, Bangalore in May, 2025 and has realised the entire sale consideration.

DIVIDEND

Your Directors take pleasure in recommending for approval of the payment of Dividend of Rs. 20 per equity share on 7,71,429 Equity Shares of the Company for the year ended 31st March, 2026 subject to the approval of the Members in the 106th Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Company has transferred Rs. 100 lakhs to the General Reserve Account and Rs. 9103.18 lakhs to the Special Reserve Account.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2025-26.

MEETINGS OF THE BOARD

Six meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website at www.alfredherbert.co.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013, Mrs. Simika Lodha, Director, retires by rotation and being eligible, offers herself for re-appointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends her reappointment. A resolution seeking shareholders' approval for her re-appointment forms part of the notice.

During the year under review, the following changes took place in the Office of Key Managerial Personnel (KMP).

• Mr. Ananda Bhattacharyya ceased to be the CFO and Company Secretary of the Company with effect from 23.05.2025 and Ms. Trupti Upadhyay was appointed in his place with effect from 29.12.2025.

Pursuant to the Provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnels of the Company as on March 31, 2026 are

- Mr. Partha Pratim Das - Chief Executive Officer

- Ms. Trupti Upadhyay-Chief Financial Officer and Company Secretary

INDEPENDENT DIRECTORS AND THEIR DECLARATION OF INDEPENDENCE

As on 31st March, 2026, Mr. Ashish Poddar, Mr. P K Madappa and Mrs. Alka Bhandari are the Independent Directors of the Company appointed pursuant to the provisions of Section 149 of the Companies Act 2013 and Listing Regulations as per SEBI. Each Independent Director has confirmed to the Company that he or she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of the Listing Regulations. There has been no change in circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board.

All the Independent Directors are registered in the database maintained with Indian Institute of Corporate Affairs (MCA). In the opinion of the board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

MANAGEMENT DISCUSSION & ANALYSIS:

The Shareholders have been aware that since Financial Year 2019-2020 the Presentation of your Company's Financial Statements have significantly changed with the implementation of IND AS. Under IND AS, profit or loss on actual sale of Equity Investments and net gain or loss on fair value changer are recorded in Other Comprehensive Income [OCI] instead of being routed through the Statement of Profit and Loss. These gains [net of taxes] are subsequently reclassified from OCI to retained earnings. Thus, the income from Operations of our Company, being an Investment Company, includes mainly Dividends and Interest Income. During the year under review, the Company sold two floors of the building situated in Strand Road, Kolkata, summing up to the sale of total three floors sold in last two years. Moreover, the Company sold its premises situated at Whitefield Road,

Bangalore in May, 2025. To augment the Operating Income over the near term your Company plans to let or sell a part of the property in Strand Road and increase its investments significantly to enhance its dividend and interest income. This forms part of our endeavor to increase annual operating income.

GLOBAL ECONOMIC OUTLOOK 2025:

The global economic environment during FY 2025-26 was shaped by heightened geopolitical uncertainty, with the escalation of conflict in West Asia and the prolonged Russia- Ukraine war emerging as the dominant destabilising forces. Disruption to key energy supply routes, including the Strait of Hormuz, drove crude oil prices sharply higher and intensified inflationary pressures across major economies, reviving concerns of stagflation. The Russia-Ukraine war continued to weigh on global trade flows, commodity markets, and supply chains, sustaining elevated risk premiums in financial markets and tightening global financial conditions.

Against this backdrop, the International Monetary Fund (IMF), in its World Economic Outlook of April 2026, projected global growth to slow to 3.1% in 2026 before a modest recovery to 3.2% in 2027 ? well below pre pandemic averages. Global headline inflation is expected to rise in 2026 before resuming its decline in 2027, with downside risks dominating the outlook. The strain has been most acute for emerging market and developing economies, particularly commodity importers, which have faced the combined pressures of higher energy costs, firmer inflation, capital outflows, and a strong US dollar amid elevated US Treasury yields.

Elevated volatility has, in effect, become a structural feature of the global economy, driven by geopolitical tensions, energy price swings, climate-related disruptions, and divergent monetary policies across major central banks. This environment has weakened investor confidence, raised the cost of capital, and complicated long-term planning for businesses and governments alike. For globally integrated economies, currency volatility and shifting capital flows have added a further layer of risk, underscoring the importance of resilient and adaptive strategies to safeguard financial stability.

INDIAN ECONOMIC SCENERIO:

India remained one of the fastest-growing major economies during the year with real GDP growth estimated at around 6.5-7% for FY 2025-26 and projected to remain robust into FY 2026-27. Growth continued to be anchored by resilient domestic demand, government capital expenditure, and a broadening services and manufacturing base. At the same time, the year was marked by clear external stress. The conflict in West Asia and the resulting spike in crude oil prices weighed heavily on India ? a large net importer of energy ? translating into higher import costs, a wider current account deficit, and renewed upward pressure on inflation after the unusually benign readings of the previous year.

These pressures were most visible in the capital and currency markets. Foreign Portfolio Investors (FPIs) were sustained net sellers of Indian equities through most of FY 2025-26, with cumulative 2026 outflows exceeding the total recorded for the whole of the prior year and aggregate foreign ownership f listed Indian equities falling to multi-year lows. The drivers were largely external •? elevated crude prices, geopolitical risk aversion, attractive US dollar yields, and a global reallocation of capital towards artificial-intelligence-linked markets ? rather than a deterioration in India's domestic fundamentals. The combination of outflows and a higher oil import bill placed the rupee under significant pressure, with the currency depreciating markedly against the US dollar over the year and prompting active intervention by the Reserve Bank of India to contain disorderly movements and preserve stability.

In response to firmer inflation and currency pressure, the Reserve Bank of India paused its earlier easing cycle, holding the policy repo rate steady and maintaining a neutral stance, while signalling a data-dependent approach. Near-term expectations of further rate cuts have accordingly receded, with the timing of any future easing now contingent on the trajectory of crude prices, inflation, and the external environment. A notable feature of the year, however, was the resilience provided by domestic institutional and retail investors, whose sustained inflows absorbed a substantial portion of foreign selling and lent meaningful stability to equity markets ? a structural shift that has reduced the market's historical dependence on foreign flows.

Looking beyond near-term volatility, India's medium-term fundamentals remain compelling. The economy continues to benefit from durable structural drivers ? a favourable demographic profile, rising digital adoption, sustained infrastructure investment, and the ongoing formalisation of economic activity. Targeted policy initiatives, including the Production Linked Incentive (PLI) schemes, and India's growing role as an alternative manufacturing and services hub amid the realignment of global supply chains, continue to attract long-term investment. While elevated geopolitical tensions, currency volatility, and foreign capital outflows are likely to keep markets volatile in the near term, the long-term fundamentals of the Indian economy remain firmly intact, positioning the country to remain a key engine of global growth over the coming decades.

COMPANY'S OUTLOOK:

The Directors recognise that the near-term environment is characterised by heightened volatility in equity flows, currency, and commodity prices and that this volatility may persist while geopolitical and global monetary uncertainties remain unresolved. Importantly, as a long-term investor, the Company is well-positioned to navigate this environment. Its investment philosophy is anchored in a long-term vision centred on sustainable value creation, and it deliberately looks past short-term market fluctuations to the durable structural opportunities that periods of dislocation often create. Indeed, the Directors view the current volatility, and the more attractive valuations it has produced across several asset classes, as a potential opportunity rather than solely as a risk.

Consistent with this philosophy, the Company follows a disciplined and patient capital approach, deploying funds prudently across a diversified mix of equities, fixed income instruments, real estate, alternative assets, and select operating businesses. The emphasis remains on unlocking intrinsic value across the portfolio over time, rather than ursuing short-term gains. In a significant step towards this objective, the Company divested its stake in its property at Whitefield, strengthening its liquidity position and providing capital for redeployment as opportunities emerge.

Equities

The Company maintains a constructive long-term outlook on Indian equities, notwithstanding near-term headwinds from foreign capital outflows and a softer currency. India's structural growth drivers economic formalisation, rising digital adoption, infrastructure expansion, and robust domestic consumption are expected to continue supporting corporate earnings over the medium term, while the deepening base of domestic institutional and retail capital has materially improved market resilience to external shocks. The recent correction and the moderation in valuations have, in the Company's view, improved the long-term risk-reward proposition in selected high-quality businesses. The Company therefore continues to regard equities as a driver of long-term capital appreciation, while remaining selective and valuation- conscious in the current environment.

Fixed Income

The outlook for fixed income is more nuanced than in recent years. With inflation firming on the back of higher energy prices and the rupee under pressure, the Reserve Bank of India has paused its easing cycle, and the prospect of near-term rate cuts has diminished; bond yields may therefore remain elevated or range-bound until the inflation and currency outlook stabilises. While this tempers the case for immediate duration-led capital gains, it also enhances the carry available on high-quality instruments, allowing investors to lock in attractive yields. The ongoing inclusion of Indian government securities in global bond indices remains a structural positive for market depth over the longer term. The Company continues to view high-quality debt as a stable, income-generating component of its portfolio, offering capital preservation and a measure of diversification against equity volatility, and will calibrate duration prudently as the rate cycle evolves.

Real Estate

The Indian real estate sector continues to exhibit signs of a structural recovery, supported by urbanisation, a revival in housing demand particularly in the mid-income and premium segments and growing institutional participation. Regulatory reforms, notably the Real Estate (Regulation and Development) Act (RERA), have enhanced transparency and investor confidence. The Company notes, however, that a higher-for-longer interest rate environment could temper affordability and the pace of recovery in the near term. The Company is selectively evaluating opportunities within this asset dass, viewing real estate as both a store of value and a potential source of long-term capital appreciation, and as a useful diversifier within its broader portfolio, particularly as it seeks to redeploys proceeds from the Whitefield divestment.

Alternative Assets and Operating Businesses

The Company will continue to evaluate opportunities across alternative asset classes and select operating businesses as part of its diversification strategy. This includes potential allocations to private equity and infrastructure platforms hat offer differentiated return profiles and lower correlation to listed markets ? an attribute of particular value during periods of public-market volatility. Investments in operating businesses will be considered where there is clear strategic alignment, scalability, and the prospect of sustainable cash flow generation. Such opportunities will be pursued selectively and with discipline, consistent with the Company's philosophy of deploying patient capital to generate superior long-term returns through the cycle.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(2)(f) and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees.

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. The Audit Committee and The Stake Holders Relationship Committee are constituted entirely with Independent Directors. During the year 5 meetings of Audit Committee, 1 meeting of Stakeholders Relationship Committee and 3 meetings of Nomination and Remuneration Committee were also held, the details of which viz., dates and number of meetings attended by each director etc., are given in the Corporate Governance Report. Also, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Provisions of Section 186 of the Companies Act, 2013 pertaining to Investments, Loans and Guarantees is not applicable to the Company since the Company is a Non- Banking Financial Company.

SHARE CAPITAL

The Paid-Up Equity Share Capital of the Company as on 31st March 2025 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DISCLOSURE ON DEPOSIT UNDER CHAPTER V

The Company has not accepted any deposit from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

LISTING ON STOCK EXCHANGE

The Company's shares are listed on Bombay Stock Exchange (BSE) Limited.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals for the period under review.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under:

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 as mentioned in Note No.1 of the Notes to the Financial Statements 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 2026 and 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.

AUDITORS AND AUDITORS' REMARKS STATUTORY AUDITORS

M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E) existing Auditors of the Company were appointed for a period of 5(five) years by the Members of the Company in the 102nd Annual General Meeting held on 12th August, 2022 from the conclusion of the 102nd Annual General Meeting till the conclusion of 107th Annual General Meeting.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Chaudhuri P & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2025-26.

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 SEBI (Listing Regulations and Disclosures Requirements) Regulations, 2015, the Company in its 105th Annual General Meeting has appointed M/s. Suprabhat & Co., Company Secretaries as the Secretarial Auditors of the Company for period of 5 consecutive years effective from Financial year 2025-26.

AUDIT REPORTS

The Auditors' Report for financial year 2025-26 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

As required by the Listing Regulations, the Practicing Company Secretary's certificate on corporate governance for financial year 2025-26 is enclosed to the Board's report. The certificate does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors' Report for financial year 2025-26 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is enclosed as 'Annexure A' to the Board's report in this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 135 of the Companies Act, 2013 did not apply to the Company in the previous year. Thus no furtherance regarding formation of CSR Committee and framing of its policy was done.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH ANDDEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and expenditure during the year. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance in order to foster transparency, accountability, and long-term value for all its stakeholders, including shareholders, employees, and customers. We firmly believe that strong governance practices not only support the Company's strategic objectives but also enhance its reputation in the market.

In line with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has implemented a robust governance framework. This includes the establishment of a well-structured Board of Directors, which comprises a mix of Non-Executive(s) and Independent Directors, ensuring that no single group dominates decision-making. The Board is responsible for ensuring effective governance and overseeing the strategic direction of the Company.

The Company has constituted several committees, including the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, with clearly defined terms of reference. These committees play a critical role in providing independent oversight and supporting the Board in its decision-making process.

We have also implemented a Code of Conduct for the Directors and Senior Management, ensuring ethical behavior and compliance with legal and regulatory requirements. In addition, the Company's Whistleblower Policy provides a safe avenue for employees and stakeholders to report any concerns, ensuring that the highest standards of integrity are maintained at all levels.

The Audit Committee monitors the effectiveness of our internal controls, financial reporting, and risk management systems, ensuring that all statutory compliance requirements are met. The Company also ensures that its risk management framework is regularly reviewed and updated to address emerging risks.

Furthermore, the Company is in compliance with all relevant regulations under the Companies Act, 2013, SEBI (LODR) Regulations, and other applicable laws, with timely disclosures made to the stock exchanges. We remain committed to adhering to best practices in corporate governance and continuously improving our governance structures to meet the evolving needs of our stakeholders.

A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

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 FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which financial statements relates and the date of the Report.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two Wholly Owned Subsidiaries (WOS) as on 31st March, 2026. There are no associate or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of business of the Subsidiaries.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular in Form AOC 1.

The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited and is available on the website of the Company www.alfredherbert. co. in

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements have been prepared by the Company in accordance with theapplicableaccounting standards. The Audited Consolidated Financial Statements, together with the Auditors' Report, form a part of the Annual Report.

A report on the performance and financial position of each of the

subsidiaries included in the consolidated financial statements is presented in a separate section in this Annual Report.

RISK MANAGEMENT

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management.

REMUNERATION DETAILS UNDER RULE 5[1] OF THE COMPANIES [APPOINTMENT AND REMUNERATION OF MANAGEMENT PERSONNEL] RULES 2014, AS AMENDED, FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2026

Notes:

1. No employee falls under the purview of the Provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Thus no information regarding to the same needs to be disclosed.

2. Sitting Fees paid to the Directors for attending Board and/or Committee Meetings have not been considered.

3. The remuneration paid to the Key Managerial Personnel is as per the recommendation of the Nomination and Remuneration Committees and approved by the Board.

4. Mr. Ananda Bhattacharya ceased to be the CFO and Company Secretary of the Company with effect from closing hours of 23rd May, 2025 and Ms. Trupti Upadhyay was appointed in his place with effect from 29th December, 2025. The percentage increase in remuneration of CFO and CS cannot be determined for he financial year ended on 31st March, 2026. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit is not applicable to the business activities carried out by the Company and hence no cost record is required to be maintained and cost audit be conducted.

DEFAULT IN PAYMENT OF LOAN

The company is neither enjoying nor has availed any credit facility. Hence default in payment of loan facility availed from Bank or Financial Institution, details of difference between amount of valuation done at the time of one time settlement and valuation done while taking loan from bank or financial institutions is not applicable.

VIGIL MECHANISM

Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 166 (9) & (10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. This policy is available on the Company's website at www.alfredherbert.co.in.

NOMINATION & 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.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and scale of its operations. The Company has in place internal control systems and procedures which are commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and due compliance with statutes, corporate policies and procedures. Internal Audit is conducted periodically by Chartered Accountant/ Audit firms who verify and report on the efficiency and effectiveness of internal controls.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the year, were in the ordinary course of business. The Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company materiality of related party transactions. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required.

Further, there are no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

The Policy on materiality of related party transaction as approved by the Board may be accessed on the Company's Website, www.alfredherbert.co.in . Your directors drew attention of the members to Note 36 to the Standalone financial statement which sets out related party disclosures.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is not required to set up an Internal Complaints Committee as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The employees have however been informed about lodging their complaints if any, before the Board as well as before the Local Complaints Committee (LCC) formed by the Government in the district. We affirm that adequate access has been provided to any complainant who wish to register a complaint.

No complaint was received during the year.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code either by or against the company, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2017- 18, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 18th September, 2025 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31 st March, 2026, the Company has transferred Rs 67,220.00 to Investor Education and Protection Fund. Pursuant to the provisions of Section 125 of the Companies Act, 2013. The declared dividend for the financial year 2018-19, which remained unpaid or unclaimed for a period of seven years, will be transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the said Act. The company has uploaded the full details of Unpaid Dividend on its website at https://www.alfredherbert.co.in/ investors.

TRANSFER OF UNPAID SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules 2016"), had transferred all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF

Authority. A notice had been sent to all concerned shareholders at their registered address. The Company had also published such notice in English Newspaper i.e. 'The Financial Express' and in Bengali Newspaper i.e. Ekdin informing the concerned shareholders about the same. The company has uploaded the full details of such shareholders and shares transferred to IEPF account on its website at www.alfredherbert.co.in

As on 31st March, 2026, the Company has transferred 1896 no. of shares to IEPF Demat Account which accounts to 0.25% of total shareholding of the company.

CAUTIONERY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis, describing the Company's objectives, projections, estimates, expectations or predictions and the Economic Scenario may be 'forward looking statements' within the meaning of applicable laws or regulations. Actual results could however differ materially from those expressed or implied.

PERSONNEL

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

It was an exciting year and during our journey through the same we consolidated our position as an NBFC. We firmly believe that financial services will continue to play a crucial role in India's growth story with the GDP growth expected to significantly outpace global growth. Moving into the next Fiscal we are committed to our attempt to perform better in our quest to create long-term sustainable value for all our shareholders.