Ace Software Exports Ltd Directors Report

DIRECTORS REPORT

To

The Members,

Your directors are pleased to present the 32nd Annual Report of Ace Software Exports Limited ("the company") together with the audited financial statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended March 31, 2026 is summarized below:

				(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Current year 2025-26	Previous Year 2024-25	Current year 2025-26	Previous Year 2024-25
Revenue From Operation	1455.59	1,155.80	5,681.22	3,154.65
+Other Income	142.23	195.17	258.69	188.34
Total Revenue	1,597.82	1,350.97	5,939.91	3,342.99
Depreciation & Amortization	28.35	28.64	167.01	117.63
Employee Benefit Expense	679.15	341.06	3,061.20	1,642.26
Finance Cost	13.69	13.61	106.30	58.19
Other Expenses	574.43	735.96	2,112.19	1,188.24
-Total Expenses	1,297.69	1,047.72	5,341.53	2,694.75
Profit before tax	300.13	303.25	598.39	648.24
Tax Expenses
(1) Current Tax	73.73	70.12	159.51	93.22
(2) Deferred Tax	-	-	(6.37)	(4.48)
Profit	226.40	233.13	445.25	559.49

*Note: Previous year figures have been regrouped wherever necessary.

CONSOLIDATED FINANCIAL STATEMENT.

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2025-26 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company and its subsidiaries, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors Report form part of this Annual Report.

STATE OF COMPANYS AFFAIRS

The financial year 2025-26 witnessed significant business expansion across the Company and its subsidiaries, resulting in a substantial increase in operational revenues. On a standalone basis, the Company achieved revenue from operations of 51,455.59 lakhs as compared to 51,155.80 lakhs in the previous year, registering a growth of approximately 26%. On a consolidated basis, revenue from operations increased to 55,681.22 lakhs from 53,154.65 lakhs in FY 2024-25, reflecting a robust growth of approximately 80%. The strong revenue performance during the year reflects the growing scale of operations, improved business momentum and significant contribution from subsidiary companies.

During the year under review, the Companys standalone Other Income stood at 5142.23 lakhs as against 5195.17 lakhs in the previous year. At the consolidated level, Other Income amounted to 5258.69 lakhs as compared to 5188.34 lakhs in the previous year.

The Companys operating expenditure increased during the year in line with business expansion initiatives, investments in technology capabilities, product development and organizational growth. While revenue from operations registered healthy growth during the year, the benefits of increased business volumes were partially offset by higher operating costs associated with these strategic initiatives. Consequently, standalone Profit Before Tax stood at 5300.13 lakhs as compared to 5303.25 lakhs in the previous year. On a consolidated basis, Profit Before Tax stood at 5598.39 lakhs as against 5648.24 lakhs in FY 2024-25.

The financial performance during the year reflects the Companys continued focus on business expansion, technology-led growth and strategic investments. The management remains committed to enhancing operational efficiencies, expanding its market presence and creating sustainable value for all stakeholders.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

DEPOSITS

The Company has not accepted any deposits under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, disclosing the details of deposits which are not in compliance with the requirements of Chapter V of the Act is not applicable.

CHANGE IN THE NATURE OF BUSINESS, IF ANY;

The Company, pursuant to approvals by the Board and Shareholders, completed strategic investments to strengthen its business:

Invested 517.94 crore in QeLearn Private Limited (Formerly Known as Theia Education Private Limited) to acquire 100% stake making it a wholly owned by the Company

Invested 57 crore in its wholly owned subsidiary, QeMFG Private Limited (Formerly known as AQE Techtools Private Limited), with a view to supporting its business operations, growth initiatives and future expansion plans;

Incorporated a wholly owned subsidiary, QeDigital Gulf Software Services- FZCO, in Dubai, United Arab Emirates, to support its business operations and client engagement activities across the Middle East region; and Successfully completed a Rights Issue of equity shares aggregating 560.18 crore to eligible shareholders out of which 27.08 Crore was received through application money.

These investments and the Rights Issue have enhanced the Companys presence in digital and technology initiatives and augmented its capital base for future growth.

ISSUE OF EQUITY SHARES ON RIGHTS BASIS

During the year under review, your Company has undertaken a Rights Issue to raise capital. The key details of Rights Issue are as under:

issue Size: Rs. 60.18 Crore (Out of which 27.08 Crore was received through application money)

Entitlement Ratio - 3 Rights Equity Share for every 7 Fully paid-up Equity Shares held by eligible shareholders on the record date i.e. Thursday, November 20, 2025.

Number of Rights Equity Shares allotted: 54,71,101 shares.

Price of Rights Equity Shares: 5110 per Rights Equity Share when fully paid-up, including a premium of 5100 per Rights Equity Share.

Objects of the Issue:

1. Investment in QeMFG Private Limited (formerly AQE Techtools Private Limited) by way of subscription of equity shares;

2. Investment in strategic initiatives towards global market expansion and brand building;

3. Development, marketing and execution of robotic automation solutions under new brand, QeMatic;

4. Investment in Organizational Transformation Program to elevate the Company from mid-market to an enterprise-grade professional technology organization;

5. Acquisition of equity shares of Theia Education Private Limited from its existing shareholders;

6. Additional investment in Theia Education Private Limited by way of subscription of equity shares; and

7. Funding of General corporate purposes and unidentified acquisitions

Payment terms: On application, 549.50 (comprising 54.50 towards paid-up value and 545 towards premium) per Rights Equity Share was paid. The Board of Directors has not made any call on the partly paid-up equity shares of the Company during the financial year 202526. Accordingly, no call money was payable, received or forfeited during the year under review.

CHANGES IN PAID-UP SHARE CAPITAL

During FY 2025-26, the Company issued 54,71,101 partly paid-up equity shares of face value of 510 each. The paid-up share capital of the Company as at March 31, 2026 was as under:

Particulars	No. of Equity Shares (Face Value of Rs.10 each)	Paid-up Value (in Rs.)	Amount (in Rs.)
Fully paid-up	1,27,65,904	10.00	12,76,59,040
Partly paid-up	54,71,101	4.50	2,46,19,954.5
total	1,82,37,005	-	15,22,78,994.5

The Company has not issued:

Any shares with differential rights as to dividend, voting, or otherwise;

Any sweat equity shares

DIVIDEND

The board of directors of the company does not recommend any dividend for the year.

RELATED PARTY TRANSACTION

During the year under review, the Company has undertaken transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with the Companies (Specification of Definitions Details) Rules, 2014, SEBI (LODR) Regulations, and the applicable Accounting Standards. All such transactions were carried out in the ordinary course of business and on an arms length basis, in line with the Companys Policy on Related Party Transactions.

All contracts/ arrangements/ transactions entered by the Company with the related parties were in the ordinary course of business and on an arms length basis. In accordance with the provisions of Section 134(3)(h) of the Act, the particulars of such RPTs as required under Section 188(1) of the Act are disclosed in Form AOC-2, which forms part of this Report and is annexed hereto as Annexure 5.

The details of related party transactions, as mandated under the applicable Accounting Standards, have been disclosed in the notes to the financial statements forming part of this Annual Report.

Pursuant to Regulation 23 of the SEBI (LODR) Regulations, the Company has adopted a Related Party Transactions Policy, which is available on its official website: https://www. acesoftex.com /uploads/Policies/Related%20Party%20 Transaction%20Policy.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

Particulars of loans, guarantees given and investments made during FY2025-26 in accordance with Section 186 of the Companies Act, 2013 is annexed to this report as Annexure 7.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. DIRECTORS:

During the Financial Year 2025-2026, there were no appointments, resignations, or changes in the composition of the Board of Directors or Key Managerial Personnel (KMP) of the Company.

As on March 31, 2026, the Company has Eight Directors of which 4 are Non-Executive Directors. The Company has 4 Independent Directors (including One Independent Woman Directors). In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Rahul Jayantibhai Kalaria (DIN: 00432774), Whole-time Director of the Company, retires by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment. An ordinary resolution in this regard has been proposed for approval of the members which forms part of the AGM Notice.

The Company has received the requisite declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed compliance with the Companys Code of Conduct during the year under review and are registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

2. KEY MANAGERIAL PERSONNEL:

Pursuant to Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the following are the Key Managerial Personnel (KMP) of the Company:

1) Mr. Amit M. Mehta - Managing Director and Chief Executive Officer (CEO)

2) Mr. Vikram B. Sanghani - Chairman Emeritus and Whole Time Director

3) Mr. Sanjay H. Dhamsania - Whole Time Director

4) Mr. Rahul J. Kalaria - Whole Time Director

5) Mr. Jyotin B. Vasavada - Chief Financial Officer

6) Mrs. Mansi Patel - Company Secretary and Compliance Officer

BOARD EVALUATION, POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, that of its committees and individual Directors.

The evaluation was based on criteria including Board composition and structure, effectiveness of Board and Committee processes, information flow and functioning. The criteria are based on the Guidance Note on Board Evaluation issued by SEBI on January 5, 2017.

A separate meeting of Independent Directors was held to evaluate the performance of Non-Independent Directors, the Board as a whole, taking into account the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee and the Board also reviewed the performance of Individual Directors based on their contribution, preparedness and participation in Board and Committee meetings. The performance of Independent Directors was evaluated by the entire Board, excluding the Director being evaluated.

The Company has formulated a Policy for performance evaluation of the Board, Committees and individual Directors, including Independent Directors. The Nomination and Remuneration Policy, containing the criteria for appointment, remuneration, qualifications, positive attributes and independence of Directors as required under Section 178(3) of the Companies Act, 2013, is available on the Companys website at: www.acesoftex. com/uploads/Policies/Policy%20for%20selection%20 of%20Directors %20and%20determining%20 Directors%20Independence.pdf

There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by the board. The board approved the evaluation results as collected by the nomination and remuneration committee.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - 3.

There are no employees in the Company drawing remuneration who are in receipt of remuneration of Rs. One Crore and Two lakh or more, or employed for part of the year and in receipt of Rs. Eight lakh and Fifty Thousand or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

BOARD AND COMMITTEE MEETINGS

The details of meetings of the Board of Directors and its various Committees, including their composition, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The time gap between two consecutive meetings was within the statutory limits prescribed under Section 173 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATUTORY AUDITORS

J.A. Sheth & Associates, Chartered Accountants (Firm Reg. no. 119980W) appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 29, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

ACE SOFTWARE EXPORTS LIMITED - EMPLOYEE STOCK OPTION PLAN 2025 (ASEL- ESOP 2025)

Pursuant to the approval of the Members accorded at the Annual General Meeting held on September 30, 2025, the Company adopted the "Ace Software Exports Limited - Employee Stock Option Scheme 2025" ("ASEL- ESOP 2025" or "the Scheme"), including its extension to eligible employees of the Company and its wholly owned subsidiary companies. The Scheme, covering up to 2,55,000 (Two Lakhs Fifty-Five Thousand only) stock options, has been introduced with the objective of retain, motivate and attract employees by rewarding performance and value creation, to align individual performance with Company objectives and foster long-term ownership.

The Scheme has been formulated in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations"). It is administered by the Nomination and Remuneration Committee (NRC). During the year, the Company has not granted any stock options to any employee. In accordance with the applicable provisions of the SEBI Regulations, the certificate issued by the Secretarial Auditor confirming that the Scheme(s) has been implemented in accordance with the applicable regulations is attached as Annexure- 6 to and forms part of this Annual Report.

SECRETARIAL AUDITOR

Pranay Mandhana & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The secretarial audit report for FY 2025-26 forms part of the Annual Report as Annexure-1 to the Boards report. The Auditors Report does not contain any qualification, reservation or adverse remark.

COST AUDIT /RECORDS

Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 read with the rules made thereunder are not applicable to the Company for the financial year under review.

SUBSIDIARIES

As on March 31, 2026, the Company has the following

Wholly Owned Subsidiaries:

1) Ace Infoway Private Limited

2) QeMFG Private Limited (Formerly AQE Techtools Private Limited)

3) QeCAD Studio Private Limited (Converted from QeCAD Studio LLP to Private Limited w.e.f. 18.08.2025)

4) QeNomy Digital Private Limited (Converted from QeNomy Digital LLP to Private Limited w.e.f. 18.03.2026)

5) QeDigital Gulf Software Services- FZCO (w.e.f. 11.09.2025)

Subsidiaries

6) Ace Infoworld Private Limited - 98.62% Holding Percentage (Wholly Owned w.e.f. 13.08.2026)

7) QeLearn Private Limited (Formerly Theia Education Private Limited) (Wholly Owned w.e.f. 12.05.2026)

Step Down Subsidiary

1) QeDigital Australia Pty Ltd - 65% Holding Percentage by Ace Infoway Private Limited

2) QeRadol Inc- 50% Holding Percentage by Ace Infoway Private Limited

Step Down Wholly Owned Subsidiary

3) CameraReadyArt.com INC - 100% Holding Percentage by QeNomy Digital Private Limited Pictorial representation of the group structure as of March 31, 2026:

The Company does not have any associate company or joint venture as defined under the Companies Act, 2013.

In compliance with Regulation 16(1)(c) of the SEBI (LODR) Regulations, the Company has adopted a Policy on Determining Material Subsidiary, which is also available on the Companys website. Based on the audited financial statements for the year ended March 31, 2026, Ace Infoway Private Limited (AIPL) qualifies as a material subsidiary of the Company. Policy on Material Subsidiary is uploaded on the website of the Company at https:// www.acesoftex.com/uploads/Policies/Policy%20on%20 Material%20Subsidiary.pdf. As per Regulation 24A of Listing Regulations, the Secretarial Audit Report of AIPL is annexed as Annexure - 2

To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries of your Company (including their performance and financial position) in prescribed Form AOC-1 is annexed herewith as Annexure - 4.

Financial Statements of the above-mentioned subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM between 11:00 A.M. to 5:00 P.M. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company at https://www.acesoftex.com/ investor-relations.html

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The details relating to complaints received and disposed of during the financial year ended March 31, 2026 are as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed of: NIL

c) No. of cases pending for more than ninety days: NIL

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, the Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The same has been uploaded on the website of the company link to open the policy is http:// acesoftex.com/investor-relations.

The policy provides a platform for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct. The mechanism also ensures adequate safeguards against victimization of individuals who avail the mechanism. Details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms part of this Annual Report.

RISK MANAGEMENT:

The Company continues to follow the risk management frame work adopted by board in (a) Overseeing and approving the Companys enterprise-wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Companys management systems, organizational structures, processes, standards, code of conduct that governs how the Company conducts the business and manages associated risks.

During the year under review, the risk management framework continued to operate effectively and no material changes were made to the framework approved by the Board.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

BOARDS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5), of the Companies Act, 2013 with reference to Directors Responsibility Statement, the Board of Directors hereby confirms that -

a. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors had 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and external consultants audit of financial reporting by the statutory auditor, and reviews performed by management and audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

CORPORATE GOVERNANCE REPORT

The equity shares of the Company are listed on BSE Limited and with effect from March 14, 1996.

Ace Software Exports Limited is committed to maintaining the highest standards of corporate governance and believes that good governance is essential for enhancing stakeholder value, fostering sustainable growth and maintaining the trust and confidence of shareholders, customers, employees, regulators and other stakeholders. The Companys corporate governance framework is founded on the principles of integrity, transparency, accountability, fairness and ethical business conduct.

In compliance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance forms an integral part of this Annual Report. The report outlines the Companys governance framework, disclosures, and practices that reflect our continued commitment to comply with the requirements prescribed by SEBI.

Further, a certificate from M/s. Pranay Mandhana & Associates., Practicing Company Secretaries, Nagpur, confirming compliance with the conditions of corporate governance as stipulated under the SEBI (LODR) Regulations, 2015, has been obtained. The said certificate is annexed to the Corporate Governance Report and forms part of this Annual Report.

LISTING

The Equity Shares of the Company are listed on the BSE Limited (BSE), which provide nationwide trading terminals. The Company has duly paid the annual listing fees for the Financial Year 2025-26 to BSE.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026, is available on the Companys Website http://acesoftex.com/investor- relations.

This disclosure reaffirms the Companys commitment to maintaining transparency and facilitating easy access to statutory information for all stakeholders.

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

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below:

(a) Conservation of energy

(i) The steps taken or impact on conservation of energy	Company is ever mindful of the need for energy conservation, not only as a method of cost reduction, but also because it is a global imperative. We have ensured that the following measures are institutionalized across all our facilities:
	I. Optimal cooling of work areas and data centers.
	II. Switching off computers when not in use.
	III. Utilization of lights and standalone air conditioners only when required.
	IV. Minimal usage of AC s and lights during weekend.
(ii) The steps taken by the Company for utilizing alternate sources of energy	At present, Company has not utilized any alternate source of energy and emphasize on the Conservation of energy and be frugal in utilizing the energy.
(iii) The capital investment on energy conservation equipments	The Company has not made any capital investment on energy conservation equipment during the year.
(b) Technology absorption
(i) The effort made towards technology absorption	The Company continues to use the latest technologies for improving the productivity and quality of its services and products.
(ii) The benefits derived like product improvement cost reduction product development or import substitution	No benefits have been derived as the Company has not undertaken any technology absorption during the year.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	The Companys operations do not require significant import of technology.
(a) The details of technology imported;	Not Applicable
(b) The year of import;	Not Applicable
(c) Whether the technology been fully absorbed	Not Applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
(iv) The expenditure incurred on Research and Development.	The Company has not incurred any expenses for research and development.

(C) Foreign exchange earnings and outgo: -

Particulars	2025-26	2024-25
Foreign Exchange earning	USD 1159562.23	USD 986326.65
	INR 10,25,05,882.57	INR 8,31,20,044.19
	GBP 71950	GBP 2227.20
	INR 87,73,423.78	INR 2,34,364.10
	AUD 1,09,375	AUD 1,60,322
	INR 70,61,250	INR 88,21,542
Foreign Exchange Outgo	GBP 9078	NA
	INR 11,45,361
	AED 10,000
	INR 2,54,542

GENERAL

The Board of directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

2. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2025-26.

3. During the year, the Company is not required to avail credit rating(s) of Securities. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

4. The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961 and the rules made thereunder.

5. There have been no material changes and commitments, affecting the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

6. There was no instance of one-time settlement with any bank or financial institution.

CAUTIONARY STATEMENT

Statements made in this Report and in the Management Discussion & Analysis Report describing the Companys objectives, expectations, or forecasts may be forwardlooking in nature. Actual results may differ materially due to various factors including changes in government regulations, tax regimes, economic conditions, and other external influences.

ACKNOWLEDGEMENT

The Directors wish to express their sincere gratitude for the support and cooperation received from shareholders, customers, bankers, financial institutions, regulatory and government authorities and other stakeholders. The Directors also place on record their deep appreciation for the commitment, dedication and hard work of the employees of the Company, whose continued efforts have been instrumental in the Companys success.

For and on behalf of the Board of Directors
Sd/-	Sd/-
Amit M. Mehta	Vikram B. Sanghani
Managing Director & CEO	Chairman Emeritus and Whole Time Director
DIN: 00432898	DIN: 00183818
Ahmedabad, September 03, 2026