Summit Securities Ltd

Dear Members,

Your directors are pleased to present their Twenty-Eighth Report together with Audited Financial Statements for the year ended March 31, 2025.

The summary of financial performance of the Company for the year under review is as given below:

(Rs. in lakhs)

FINANCIAL PERFORMANCE:

The equity market in India witnessed a period of high volatility in the second half of the year. There was a dramatic fall in valuation triggered by developments across the globe. Towards the start of the second half the US Treasury announced changes to their interest rate policy which led to largescale selling by Foreign Portfolio Investors. This was followed by an escalation of hostilities in middle east that increased the fears of a widespread war. In addition to these global factors, fears of a deceleration in domestic growth coupled with high valuations in domestic markets led to a broad-based fall in the Indian equity markets resulting in Nifty 50 falling by nearly 9% during this period. For the full year FY 2024-25 Nifty 50 returns were only around 5% vis-a-vis around 28% for FY 2023-24.

Total Income:

On a standalone basis, the total income for FY 2024-25 was Rs. 4,619.45 lakhs, which was marginally lower than Rs. 4,747.96 lakhs in the previous year. While the dividend income increased, lower gain on fair value changes of mutual funds, and other investments of Rs. 784.64 lakhs as compared to Rs. 2,288.84 lakhs in the previous year resulted in decline in total income.

On a consolidated basis, the total income for FY 2024-25 was Rs. 11,902.94 lakhs as compared to Rs. 10,223.92 lakhs in the previous year, mainly due to higher dividend income of Rs. 9,900.45 lakhs for the current year as compared to Rs. 5,512.20 lakhs in the previous year. However, the gain on fair value changes of mutual funds and other investments of Rs. 1,685.21 lakhs for the current year was lower than Rs. 4,455.22 lakhs in the previous year.

Expenses:

On a standalone basis, the total expenses for FY 2024- 25 at Rs. 279.00 lakhs were marginally higher as compared to Rs. 253.34 lakhs for the previous year. The increase was mainly due to increase in employee costs and other operating costs which were largely along expected lines. On consolidated basis, the total expenses for FY 2024-25 were Rs. 473.61 lakhs as compared to Rs. 387.30 lakhs for the previous year mainly due to increase in employee benefit expenses costs and other operating costs. Profit After Tax: Standalone Profit after Tax for FY 2024-25 was Rs. 3070.13 lakhs as compared to Rs. 3,512.11 lakhs during the previous year, mainly due to lower income.

Consolidated Profit after Tax for FY 2024-25 was Rs. 6859.57 lakhs as compared to Rs. 7,573.02 lakhs during the previous year, mainly due to lower income.

Amounts proposed to be carried to reserves:

An amount of Rs. 614.03 lakhs has been transferred to Special Reserve in standalone financial statements as per the statutory requirements. The Company has not transferred any amount to General Reserves during the year.

DIVIDEND:

With a view to conserve resources in the current volatile environment and to maintain sufficient funds for investment and working capital requirements, your directors consider it prudent not to recommend any dividend for the year under review.

Global economy grew by 3.3% in calendar year 2024, lower than 3.5% for calendar year 2023. Global growth is expected to slow down further to 2.8% in 2025 led by various factors like continuing geopolitical conflicts, US trade tariffs and higher interest rates. India on the other hand has benefitted from stable macroeconomic environment and declining inflation, with the real GDP expanding by 6.5% in FY 2024-25. The RBI has projected inflation of 4.2% and GDP growth of 6.5% for FY 2025-26 considering strong infrastructure push by the Government, expected reduction in interest rates, expectation of a good monsoon, stable crude prices, pick up in consumption, favourable balance of payment and buoyancy in tax collections. The Company is a Non-Banking Financial Company (‘NBFC') registered with the Reserve Bank of India as a Non-Deposit Accepting NBFI and derives most of its revenue from investments. Also, the value of the stocks, shares and bonds depends on the prevailing capital markets scenario. The future success of the Company continues to depend on its ability to anticipate the volatility of the financial markets, minimizing risks and increasing returns through prudent investment decisions.

The investments of the Company are typically long-term in nature and predominantly in the equity markets. The Company also invests in companies where it is a part of the promoter group from a long term perspective. All investments decisions are reviewed by the Audit Committee and the Board of Directors, respectively, on a periodic basis.

Risk management comprises of identification, assessment and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor and control the probability and/ or impact of loss events or to maximize the value realization of opportunities in any other uncertain events or to maximize the realization of opportunities. The Risk Management Committee (‘RMC') of the Board of Directors manages and monitors the Company's risks, as detailed herein below under the heading "Risk Management Process".

The Company has an adequate internal audit and control system that commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee of the Board of Directors reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

Employee relations continued to remain cordial during the year under review. As on March 31, 2025, there were 6 (Six) employees including Key Managerial Personnel (‘KMP') of the Company.

Return on Net Worth for FY 2024-25: 0.72% Return on Net Worth for FY 2023-24: 0.90%

Change in return on Net Worth as compared to immediately preceding financial year: -20.46% As compared to the previous year, the Company's Net Profit and hence the Return on Net Worth has decreased mainly due to lower gain on fair value changes of mutual funds and other investments. Except for this, there is no significant change (i.e. change of more than 25%) in any other key financial ratios during the current financial year as compared to immediately preceding financial year.

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

During the year under review, there was no change in the Share Capital of the Company.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year on March 31, 2025, to which the financial statements relate and the date of this report.

In accordance with Section 129(3) of the Companies Act, 2013 (‘the Act') and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘the Listing Regulations') the Consolidated Financial Statements of the Company and its subsidiaries, including the statement containing salient features of the financial statements of all the subsidiary companies of the Company as set out in prescribed Form No. AOC-1, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the applicable Indian

Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES:

During the year under review, pursuant to the Share Purchase Agreement entered by Instant Holdings Limited (Instant), the Company's wholly owned subsidiary, sold its entire shareholding in Sudarshan Electronics and TV Limited (Sudarshan) on May 7, 2024. Consequently, Sudarshan ceased to be a subsidiary of Instant and step down subsidiary of the Company with effect from that date.

As on March 31, 2025, the Company had one wholly owned subsidiary namely Instant. Further, the Financial Statements of the subsidiary for the year ended March 31, 2025 are uploaded on the website of the Company in accordance with Section 136 of the Act. The Financial Statements of the subsidiary and the other related information will be made available to any Member of the Company seeking such information and also available for inspection at the Registered Office of the Company.

As required under Regulation 16(1)(c) of the Listing Regulations, the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company's website at https://www.summitsecurities.net/ files/corporate_governance/PolicyonMaterialSubsidiary. pdf

Pursuant to Regulation 43A of the Listing Regulations as amended upto date, the Company has adopted a Dividend Distribution Policy. The same is published on the Company's website at https://summitsecurities.net/ files/DividendDistributionPolicy.pdf

The Company had constituted the Risk Management Committee ("RMC") in accordance with Regulation 21 of the Listing Regulations and the Guidelines on Corporate Governance ("Guidelines") issued by the Reserve Bank of India ("RBI") as applicable to the Company. The terms of reference of the RMC are in accordance with the aforesaid Guidelines, the Act and the Listing Regulations.

The RMC had formulated a Risk Management Policy. This policy defines a process to ensure that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the elements in the Risk Management Process as defined in the Risk Management Policy, is identification and assessment of risks. The identified risks pertaining to the nature of business carried out by the Company comprise of Strategic Risk, Operational Risk, Sectoral Risk, ESG related risks, Capital Market Fluctuations Risk, Regulatory and Compliance Risk, Human Resource Risk, Information Technology Risk, Liquidity Risk, etc. Risk mitigation measures are also reviewed alongside the identified risks. A report on risk evaluation and mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the RMC for review and placed before the Board of Directors for information.

The Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions. The policy was last revised and approved by the Board of Directors on January 31, 2025, and is published on the Company's website at https://summitsecurities.net/files/corporate_governance/ RelatedPartyTransactionPolicy.pdf The Company had not entered into any transaction with related parties during the year under review which requires reporting in Form No. AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

There are no relationships between the Directors inter-se nor any relationship between the Key Managerial Personnel (KMP) inter-se.

None of the Directors/KMP had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMP's.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act read with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return is published on the Company's website at https:// www.summitsecurities.net/files/AGM/MGT-7/MGT-7_ FY24-25.pdf

Since the Company is registered as a Non-Banking Financial Company (NBFC) not accepting public deposits, with the Reserve Bank of India and having its principal business of making investments, the Company is accordingly exempted from the relevant provisions under Section 186 (11) of the Act. Further, the Company has neither given any loans or advances nor guarantees during the year under review.

Since the Company is registered with the Reserve Bank of India as an NBFC not accepting public deposits, it is exempted from the provisions of Section 73 of the Act. Further, the Company has not accepted public deposits as defined under RBI's Master Direction on NBFC-Acceptance of Public Deposit (Reserve Bank) Directions, 2016 as on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors: Based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors, the Members of the Company at the Twenty-Seventh AGM of the Company held on August 22, 2024, approved and passed the following Special Resolutions for:

(i) Appointment of Mr. Rohin Feroze Bomanji (DIN: 06971089) as an Independent Director of the Company for a term of Five (5) consecutive years with effect from August 1, 2024 until July 31, 2029.

(ii) Appointment of Mr. Sunil Kamalakar Tamhane (DIN:03179129) as an Independent Director of the Company for a term of Five (5) consecutive years with effect from September 16, 2024 until September 15, 2029.

(iii) Re-appointment of Mr. Ramesh Chandak (DIN: 00026581) as an Independent Director of the Company for a second term of Five (5) consecutive years with effect from September 27, 2024 until September 26, 2029.

During the year under review, upon completion of their term, the following directors ceased to be independent directors as per details provided below:

(a) Mr. Hemendra Chimanlal Dalal (DIN:00206232) ceased to be an independent director pursuant to completion of his second term of five consecutive years on September 27, 2024.

(b) Mr. Prem Kapil (DIN: 06921601) ceased to be an independent director pursuant to completion of his second term of five consecutive years on September 27, 2024.

Pursuant to the provisions of the Act and Articles of Association of the Company, Mr. Manish Jain (DIN: 05307900), Non-Executive Director, retires by rotation at the Twenty-Eighth AGM and being eligible, has offered himself for re-appointment. In compliance with Section 102(1) of the Act, Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 (SS-2) on General Meetings, necessary details have been annexed to the Notice of the AGM. b. Key Managerial Personnel: There was no change in the Key Managerial Personnel of the Company during the year under review.

As on March 31, 2025, pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the rules framed thereunder, the following persons were the Key Managerial Personnel of the Company as on March 31, 2025:

1. Mr. Arvind Dhumal, Manager;

2. Mr. Anand Rathi, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 16, 2024, had approved the re-appointment of Mr. Arvind Dhumal as Manager of the Company for a period of three (3) years commencing from November 16, 2024 until November 15, 2027 and the members of the Company had, at their AGM held on August 22, 2024, approved the said re-appointment. c. Declarations from Independent Directors: In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 and other applicable provisions under Listing Regulations including any amendment(s) thereof, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as provided in the Act and the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

In the opinion of the Board of Directors, the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The Independent Directors have confirmed that they have registered and renewed, if applicable, their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘IICA'). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test. The Independent Directors are in compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended and applicable.

The Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, if any, incurred by them for attending meeting of the Company. d. Familiarization Programme for Independent Directors: Pursuant to the Code of Conduct for Independent Directors specified under the Act and Regulation 25(7) of the Listing Regulations, the Company familiarises its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company, etc. The note on this familiarisation programme is also published on the Company's website at https://www.summitsecurities. net/files/Note_on_Familiarisation_Prog_for_Ind.pdf

The Board of Directors met four times during the year ended March 31, 2025, the details of the same are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

As on March 31, 2025, the Committees comprised of mandatory committees as per the Act and the Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

The non-mandatory committees comprise of the Asset Liability Management Committee, IT Strategy Committee, Information Security Committee and IT Steering Committee constituted as per applicable RBI guidelines. Details of the composition of these committees as per RBI, along with the number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Annual Report.

There have been no instances where the Board of Directors has not accepted the recommendations of any of its committees, including the Audit Committee.

ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Annual Evaluation, as required under the Act and the Listing Regulations, has been carried out by the Board of Directors comprising the performance of Board of Directors, the performance of each individual Director (including its Chairman) and its committees. For this purpose, an Evaluation Questionnaire was prepared considering the criteria for evaluation in accordance with the Company's "Nomination and Remuneration Policy", approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee, taking into account the applicable provisions of the Act and the rules made thereunder, the Listing Regulations read with the Circulars issued by SEBI in this regard, which inter-alia covered various aspects such as participation in meetings, contribution to strategic decision making, core governance and compliance, etc. The aforesaid Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Board of Directors.

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has constituted a Nomination and Remuneration Committee consisting of composition as defined therein. The terms of reference of the Committee, inter alia, include dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy inter-alia covers the criteria for determining qualifications, positive attributes and independence of a director, etc.

The detailed Policy is given as Annexure A to this Report and is also published on the Company's website at https:// www.summitsecurities.net/files/corporate_governance/ Nomination_and_Remuneration_Policy.pdf

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2025 and the Statement of Profit and Loss for the financial year ended March 31, 2025;

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

(d) the annual accounts have been prepared on a going concern basis;

(e) the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

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

The Company has adopted vigil mechanism in the form of Whistle Blower Policy (‘WBP') for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The WBP is also published on the Company's website at https://www.summitsecurities. net/files/corporate_governance/Whistle_BlowerPolicy.pdf

PARTICULARS OF EMPLOYEES: a. A statement containing the Disclosures pursuant to Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B to this Report. b. The statements required under Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules'), as amended, will be made available to any Member upon request. Any member interested in obtaining a copy of the said statement may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is an NBFC and engaged in investments and financial activities, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy. The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

Pursuant to the introduction of sub-section (9) under Section 135 of the Act vide the Companies Amendment Act, 2020, which was effective from January 22, 2021, the Board of Directors are empowered to perform the functions of CSR Committee as the annual expenditure is below the threshold of Rs. 50 Lakhs.

The CSR policy of the Company is published on the Company's website at https://www.summitsecurities.net/ files/corporate_governance/CSR_Policy.pdf. A report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure C to this Report.

The Company was included in the list of the top 1,000 companies as per average market capitalization as on December 31, 2024, as published by the Stock Exchanges, where it is listed namely BSE Limited and National Stock Exchange of India Limited. Consequently, in accordance with Regulation 34 read with Regulation 3(2) of the Listing Regulation, the requirement to submit the Business Responsibility and Sustainability Report shall be applicable to the Company for the financial year ending March 31, 2026.

The shareholders of the Company had, at the Twenty-Seventh AGM held on August 22, 2024, approved the appointment of M/s. D M K H & Co, Chartered Accountants (Firm Registration No. 116886W) as statutory auditors of the Company to hold office from the conclusion of Twenty-Seventh AGM till the conclusion of Thirtieth AGM of the Company.

M/s. D M K H & Co, Chartered Accountants have confirmed that they continue to be eligible to act as the Statutory Auditors of the Company in compliance with Section 139 and 141 of the Act read with rules made there under, the Listing Regulations and RBI Act, 1934, read with other relevant Regulations / Notifications / Circulars issued thereunder, to the extent applicable, for the FY 2025-26.

M/s. V. S. Somani & Co, Chartered Accountants were the Internal Auditors of the Company for FY 2024-25. They have consented to act as Internal Auditors of the Company for FY 2025-26.

Based on the recommendations of the Audit Committee, the Board of Directors had, at their meeting held on May 05, 2025, re-appointed M/s. V. S. Somani & Co., Chartered Accountants as the Internal Auditors of the Company for FY 2025-26.

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31, 2025. The Secretarial Audit Report prepared in accordance with Section 134(3) and Section 204(1) of the Act in the prescribed Form No. MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure D to this Report. In accordance with the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors upon recommendation of the Audit Committee have appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 2025-2026 until 2029-2030 subject to approval of the members at the ensuing AGM. Necessary resolution(s) for their appointment alongwith their profile/ other requisite details are included in the Notice of the ensuing AGM of the Company.

Although the provisions of Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to Instant Holdings Ltd (‘Instant'), material unlisted subsidiary of the Company, Secretarial Audit of the said subsidiary was carried for the year ended March 31, 2025, in accordance with Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Instant issued by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure E to this Report

There is no qualification, reservation or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in the Secretarial Audit Report. Further, the Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee as per the provisions of Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated pursuant to Regulation 34 of the Listing Regulations are annexed as Annexure F to this Report.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

During the year under review, there were no proceedings made nor were any pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with Bank or Financial Institution.

During the year under review, the Company had neither borrowed any amount nor were there any pending loans from any bank, so the question of one-time settlement or valuation in this regard does not arise.

During the year under review, there was no change in the nature of business.

Details in respect of adequacy on internal financial controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

The provisions of Section 148(1) of the Act are not applicable to the Company.

The Board of Directors at their Meeting held on May 23, 2014, constituted Internal Complaints Committee pursuant to Section 4 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘the Act').

As per section 6 of the Act, those organizations which have less than ten employees can refer the complaints to the Local Committee instead of constituting Internal Committee. Considering the Company has less than ten employees, the Board at its meeting held on August 02, 2023, dissolved the Internal Complaints Committee. However, the Company had not received any complaint of sexual harassment during the financial year 2024-25.

The Institute of Company Secretaries of India (ICSI) has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards issued by ICSI.

Your Directors place on record their gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company.