The 32nd Annual Report 2026

Upsurge INVESTMENT & FINANCE 04s September 2026 BSE Ltd., Listing Department, P.J. Towers, l't Floor, Dalal Street, Fort, Mumbai - 400 001 Scrip Code: 531390 Sub: Submission of Annual Reoort of the Financial Year 2025-26 Dear Sir,Madam, Pusuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Arurual Report ofthe company for the F inanclal year 2025-26. Kindly take the same on record. Thanking you. Yours faithfully, For Upsurge Investment & Finance Limited Daya Dhabhalbhai Savani Company Secretary & Compliance Officer Encl.: as above Upsurge Investment & Finance Limited 303, Morua Landmark l, Off New Link Road, T O22 6742 5441 Andheri (West), Mumbai 4ooo53 E info@upsurgeinvestment.com CIN: L67l2OMHl994PLC07 s25a W upsurgeinvestment.com Upsurge I N V E S T M E N T & F I N A N C E 2T H I R0T Y- S EC O N2D A N N U5A L R E P O R-T 26 For the financial year ended 31st March, 2026 Upsurge Investment and Finance Limited CIN L67120MH1994PLC079254 · BSE 531390 · upsurgeinvestment.com ANNUAL REPORT 2025-26 Corporate Information BOARD OF DIRECTORS REGISTERED OFFICE Mr. Dayakrishna Goyal Office No. 303, Morya Landmark I, Managing Director · DIN: 00398539 Opp. Infinity Mall, Off New Link Road, Mrs. Pratibha Goyal Andheri (West), Mumbai 400 053 Non-Executive Director · DIN: 00399056 Tel: 022 6742 5441 Email: info@upsurgeinvestment.com Mr. Satish Gupta Website: upsurgeinvestment.com Independent Director · DIN: 00227963 Mr. Vivek Jain Independent Director · DIN: 00254694 REGISTRAR & SHARE TRANSFER AGENT Adroit Corporate Services Pvt. Ltd. 17-20 Jaferbhoy Industrial Estate, 1st Floor, KEY MANAGERIAL PERSONNEL Makwana Road, Marol, Andheri (East), Mr. Mayank Goyal Mumbai 400 059 Chief Financial Officer Tel: +91 22 4227 0400 Mrs. Daya D. Savani Email: info@adroitcorporate.com Company Secretary & Compliance Officer ACS: 78345 LISTING BSE Limited STATUTORY AUDITORS Scrip Code: 531390 M/s Jain & Trivedi, Chartered Accountants ISIN: INE890B01014 Firm Registration No. 113496W, Mumbai INVESTOR GRIEVANCES SECRETARIAL AUDITORS Email: info@upsurgeinvestment.com M/s Mukesh Purohit & Co., Practicing Investor information: Company Secretaries upsurgeinvestment.com/investors COP No. 25204 UPSURGE INVESTMENT AND FINANCE LIMITED ANNUAL REPORT 2025-26 · II ANNUAL REPORT 2025-26 Contents CORPORATE OVERVIEW Corporate Information ii The Year at a Glance iv How We Operate v STATUTORY REPORTS Notice of the 32nd Annual General Meeting 01 Board's Report 14 Report on Corporate Governance 29 Secretarial Audit Report (Annexure III) 51 Management Discussion and Analysis 56 FINANCIAL STATEMENTS Independent Auditors' Report 69 Balance Sheet 82 Statement of Profit and Loss 83 Statement of Cash Flows 84 Statement of Changes in Equity 86 Notes to the Financial Statements 88 Schedule to the Balance Sheet of a Non-Deposit Taking NBFC 119 UPSURGE INVESTMENT AND FINANCE LIMITED ANNUAL REPORT 2025-26 · III ANNUAL REPORT 2025-26 The Year at a Glance Upsurge Investment and Finance Limited is a Mumbai-based non-banking financial company, in- corporated in 1994 and listed on BSE Limited since 1996. The Company extends secured credit, structured facilities and special-situation capital to families, promoters and businesses, and ad- vises small and medium enterprises on financing and capital raising. Figures below are drawn from the audited standalone financial statements for the year ended 31st March, 2026. PROFIT BEFORE TAX PROFIT AFTER TAX EARNINGS PER SHARE 500.58 322.77 1.47 Lacs Lacs NET WORTH TOTAL ASSETS INTERIM DIVIDEND 11,717.81 12,284.74 Re. 0.50 Lacs Lacs / share up 11.8% over FY 2024-25 up 14.4% over FY 2024-25 5% on face value of Rs. 10 BALANCE SHEET STRENGTH Particulars As at 31.03.2026 As at 31.03.2025 Equity share capital ₹2,192.14 Lacs ₹2,007.14 Lacs Other equity ₹9,525.67 Lacs ₹8,475.37 Lacs Total equity ₹11,717.81 Lacs ₹10,482.51 Lacs Borrowings other than debt securities ₹460.84 Lacs ₹19.05 Lacs Debt to equity 0.04× 0.002× Statutory reserve transferred during the year (Section 45-IC, RBI Act) ₹64.56 Lacs ₹319.07 Lacs Profit for the year moderated against an exceptional FY 2024-25, which included substantially higher trading volumes and fair-value gains. Balance sheet size, net worth and capital position strengthened over the same period. THE YEAR AT A GLANCE ANNUAL REPORT 2025-26 · IV ANNUAL REPORT 2025-26 How We Operate I II III Secured, always Speed with discipline Conservatively run Every rupee lent is backed by Moving quickly is a conse- The balance sheet is kept pru- an asset the Company under- quence of preparation, not a dent and leverage is used stands and can value. substitute for it. Because the with restraint. Capital exists Exposures are priced for the diligence is done and the to be protected first and de- risk taken, and the Company structure is clear, decisions ployed second, which is what does not reach for yield by can be taken in days without allows the Company to act loosening security. cutting corners. when others cannot. GOVERNANCE AND STEWARDSHIP IN FY 2025-26 Independent audit opinion on the standalone Unmodified; no qualification, reservation, financial statements adverse remark or disclaimer Internal financial controls over financial reporting Reported adequate and operating effectively as at 31st March, 2026 Board and Committee oversight 8 Board meetings; 4 Audit Committee meetings; two-thirds of the Audit Committee are Independent Directors Frauds reported under Section 143(12) None Whistle-blower complaints and POSH complaints Nil in each case received Pending litigation impacting the financial position None reported by the Statutory Auditors Defaults on borrowings, or delay in interest or Nil; the Company has not been declared a wilful principal defaulter Investor complaints 1 received, 1 resolved, nil outstanding at year Promoter and Promoter Group holding 54.56%, with no shares pledged Dividend record Dividend declared in each of the last five financial years; interim dividend of 5% paid for FY 2025-26 U Corporate Social Responsibility ₹10.00 Lacs spent on education, health care, women empowerment and sport; no unspent CSR amount for the year Regulatory standing Registered with the Reserve Bank of India under Section 45-IA; RBI regulations complied with as at 31st March, 2026 Each item above is drawn from the statutory reports and certificates that follow in this Annual Report and should be read together with them. HOW WE OPERATE ANNUAL REPORT 2025-26 · V UPSURGE INVESTMENT & FINANCE LIMITED ANNUAL REPORT 2025-26 SECTION ONE Notice of the Annual General Meeting Convening of the Thirty-Second Annual General Meeting, the business to be transacted, and the instructions for participation and voting. PAGES 01 – 13 STATUTORY REPORTS Notice Notice of the Thirty-Second Annual General Meeting NOTICE is hereby given that the Thirty-Second (32nd) Annual General Meeting (“32nd AGM”) of the members of Upsurge Investment and Finance Ltd. will be held on Wednesday, 30th September 2026 at 12.00 P.M. (IST) through Video Conferencing / Other Audio-Visual Means (“VC”/“OAVM”) fa- cility, to transact the following businesses: ORDINARY BUSINESS Item No. 1 — Adoption of Financial Statements To consider and adopt the Standalone Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, and the Reports of the Board of Directors and Auditors thereon. Item No. 2 — Appointment of Mrs. Pratibha Goyal as a Director liable to retire by rotation To appoint a director in place of Mrs. Pratibha Goyal (DIN: 00399056), who retires by rotation and, being eligible, seeks reappointment. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mrs. Pratibha Goyal (DIN: 00399056), who retires by rotation at this meeting, be and i [Showing first 8,000 characters — download PDF for full document]