Addictive Learning Technology Ltd Directors Report

TO

THE MEMBERS,

ADDICTIVE LEARNING TECHNOLOGY LIMITED

(previously known as "Addictive Learning Technology Private Limited")

The Directors present this Annual Report of Addictive Learning Technology Limited ("the Company") along with the audited financial statements for the financial year ("FY") ended

March 31, 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial results

The summary of the financial performance for the financial year ended March 31, 2026 is given below: (Amount INR in Lakhs)

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Total income	7578.26	7806.63	7703.97	8585.89
Total expenses	7436.93	6447.73	7713.53	7132.17
Profit before tax	141.33	1358.90	(9.56)	1453.72
Less:
Current tax	2.85	400.18	2.85	401.14
Deferred tax	41.01	(17.49)	41.01	(17.49)
Previous year tax	(4.19)	-	(5.15)	-
Profit/ (loss) for the year	101.66	976.21	(48.27)	1070.07
Earning per equity share:
Basic	0.64	6.14	(0.30)	6.73
Diluted	0.64	6.14	(0.30)	6.73

2. Financial performance of the Company

While the Company suffered losses in the second half of the financial year, it still ended the year with low profit on a standalone basis and a small amount of loss on a consolidated basis.

Standalone performance:

? Total revenue (including other income) declined by approximately 2.92%, from 7,806.63 lakhs in FY 2024 25 to 7578.26 lakhs.

? Profit After Tax (PAT) declined by about 89.59%, from 976.21 lakhs in the financial year 2024-25 to 101.66 lakhs.

Consolidated performance:

? Total revenue (including other income) declined by around 10.27%, from 8,585.89 lakhs in FY 2024 25 to 7703.97 lakhs in FY2025-26.

? Profit After Tax ("PAT") registered a decline from 1,070.07 lakhs in the financial year 2024-25 to a loss of 48.27 lakhs in the financial year 2025-26 registering a decline of 104.51%.

The details about the financial performance have been discussed in the Management Discussion and Analysis Report.

3. Share capital

The authorised share capital of the Company as on 31st March 2026 stands at INR 18,10,25,000 divided into 1,80,00,000 Equity Shares of INR 10/- each. 100,000, 0.0001% Optionally Convertible Preference Shares of INR 10 each and 2500 Compulsorily Convertible Preference Shares of INR 10 each.

The issued, subscribed and paid-up share capital of the Company as on 31st March 2026 stands at INR 15,90,97,320, comprising 1,59,09,732 equity shares of INR 10 each. The equity shares of the company are fully dematerialized. During the year under review, there were no changes in the share capital of the Company.

4. Listing With Stock Exchange

As on the date of this report, the Equity Shares of the Company are listed on EMERGE the SME Growth Platform of the National Stock Exchange since 30th January, 2024. The Company confirms that it has no dues outstanding for fees payable to the National Stock Exchange for the year 2025-26.

5. Subsidiaries, Joint Ventures And Associate Companies

The Company had the following subsidiary Companies and group Companies, during the financial year ended 31st March 2026:

Sr. No. Name of Company/ LLP	Reason for classification under "group Companies"
1 Dataisgood Edutech Private Limited	Wholly owned subsidiary (WOS)
2 Incredible Access Web Services Private Limited	Common directors
3 Intelligent Legal Risk Management Solutions LLP	Common directors (designated partners in case of LLP)
4 Skill Arbitrage Technology Inc. (Delaware, United States)	Step-down Subsidiary (Dataisgood LLC is the sole stockholder)
5 Dataisgood LLC (Wyoming, United States)	Step-down Subsidiary (Dataisgood Edutech Private Limited is the single-member)
6 Skill Arbitrage Technology Limited (U.K.)*	Wholly owned Subsidiary Company
7. Addictive Learning Technology Inc.(Canada)**	Wholly owned Subsidiary Company
8. Arizona University of Management and Technology Inc. (Arizona, USA)***	Common directors (intended to be a Step-down Subsidiary)
9. Addictive Learning Overseas Pte. Ltd.**** (Singapore)	Wholly owned Subsidiary Company

The details of the subsidiaries are attached with this Report in Annexure I.

*Dataisgood Limited was incorporated in the United Kingdom (U.K.) on 20th February 2024 and changed its name to Skill Arbitrage Technology Limited on 16th October 2024.

**Addictive Learning Technology Inc. has been dissolved and consequently ceased to be a wholly owned subsidiary w.e.f. 1st May, 2026.

***Arizona University of Management and Technology Inc., was incorporated in Arizona, USA, on 24th July, 2025.

****Addictive Learning Overseas Pte. Ltd., was incorporated in Singapore, on 14th October, 2025.

6. Utilization of IPO Proceeds

The Board has, in its meeting held on 27th August 2026 decided to reallocate the amounts allocated to unidentified acquisitions and surplus amount remaining from the amount allocated to issue expenses towards funding the working capital of the Company. The proposed variation is sought to be placed before the members for their approval by means of a special resolution. The details of the proposed variation are as follows:

Particulars	Total Amount Raised	Amount Utilised upto 31- 3-2026	Amount Unutilised as at 31-3- 2026	Proposed Variation	Revised unutilised amount after variation	Proposed Revised timeline for utilisation
Unidentified Acquisition (In India & Abroad)	500.00	-	500.00	The unutilised amount is sought to be allocated towards working capital.	Nil	Not Applicable
Identified Acquisition	300.00	100.00	200.00	Further time period is sought for the utilization of the unutilized amount	200.00	Up to Financial Year 2027- 28
Investment in Technology	800.00	800.00	Nil	No variation
Development of new courses	500.00	500.00	Nil	No variation
Branding & Marketing Expenses	1000.00	1000.00	Nil	No variation
Working Capital Requirement	800.00	800.00	Nil	The allocation for unidentified acquisitions as well as surplus allocation of issue expenses shall be allocated towards working capital	521.32	Proposed to be utilized in Financial Year 2026- 27
General Corporate Purposes	859.43	859.43	Nil	No variation
Issue Expenses	1032.37	1011.05	21.32	The unutilized amount is sought to be allocated towards working capital	Nil	Not Applicable
Total	5791.80	5070.48	721.32

7. Changes in nature of business, if any

There has been no change in the nature of business of the Company during the year under review. The Company continued to carry on the business of offering e-learning courses in the domains of law, accounts, AI and business transformation and in other areas.

8. Transfer to reserves

No amount has been transferred to reserves during the year under review.

9. Dividend

The Board does not recommend any dividend for the year under review.

10. Public deposit

During the year under review the Company has not accepted any public deposits falling within the ambit of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits as required under Chapter V of the Companies Act, 2013 are as under: (a) accepted during the year: Nil (b) remained unpaid or unclaimed as at the end of the year: Nil (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Not Applicable (i) at the beginning of the year: Nil (ii) maximum during the year: Not Applicable (iii) at the end of the year: Nil (iv) the details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

11. Directors and Key Managerial Personnel

During the year under review Ms. Debbolina Ghosh resigned from the Board w.e.f. 15th December, 2025 and Ms. Honey Pamnani has joined the Board w.e.f. 15th December, 2025. Except as above, there were no changes in the composition of the Board of Directors of the Company and Key Managerial Personnel. The following table reflects the changes in the Board of Directors and Key Managerial Personnel during the year ended 31st March 2026:

Sr. No. Name	Designation	DIN
1 Mr. Abhyudaya Agarwal	Whole Time Director	05016416
2 Mr. Ramanuj Mukherjee	Managing Director	05017261
3 Mr. Siddhant Singh Baid	Executive Director	07809583
4 Ms. Shruti Khanijow	Independent Director	10351347
5 Mr. Mohd. Sirajudin	Independent Director	07061023
6 Ms. Debbolina Ghosh*	Independent Director	10246698
7 Ms. Honey Pamnani**	Independent Director	11175943
8 Mr. Siddhant Singh Baid	Chief Financial Officer	07809583
9 Ms. Komal Shah	Company Secretary and Compliance Officer	N/A

*Ms. Debbolina Ghosh has resigned from the Board w.e.f. 15th December, 2025. **Ms. Honey Pamnani has joined the Board w.e.f. 15th December, 2025.

Statement regarding the opinion of the Board with regards to integrity, experience and proficiency of the independent director appointed during the year

Ms. Honey Pamnani was appointed as an Additional independent director of the Company with effect from 15th December 2025. The Board of Directors, based on the declaration received from Ms. Honey Pamnani confirming that she meets the criteria of independence as prescribed under the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is of the opinion that Ms. Pamnani fulfils the conditions specified in the Act and the Rules made thereunder and is independent of the management of the Company. The Board further confirms that Ms. Pamnani possesses the requisite integrity, expertise and experience, including proficiency, to serve as an Independent Director of the Company.

She is a mission-driven AI product leader with a strong multidisciplinary background encompassing an MIT MBA, Intellectual Property Law, and Engineering. With over 11 years of experience, she has built and scaled AI-driven products across government institutions, Fortune 500 companies, and high-growth startups, bringing end-to-end expertise spanning technology, data, compliance, change management, and business operations. She currently serves as the Head of Human AI Integration at a deeptech unicorn, where she leads enterprise AI product strategy and oversees a portfolio of intelligent agents and AI-native systems designed to accelerate decision-making, drive adoption, and embed governance by design. Her work uniquely bridges policy and product, innovation and execution, with a strong focus on enabling human AI collaboration at scale. Previously, she led national AI-powered skilling initiatives for the Government of India, impacting more than 2.6 million learners and delivering multimillion-dollar value through B2C SaaS platforms.

In view of the above, the Board is of the opinion that Ms. Pamnanis rich and varied experience, professional credentials, and demonstrated integrity make her well-suited to contribute effectively to the Boards deliberations and to the Companys growth and governance.

The Company has received a notice under Section 160 proposing the appointment of Ms. Honey Pamnani as a Director of the Company and accordingly, her appointment shall be placed before the members at the 9th Annual General Meeting of the Company.

A brief resume of Ms. Pamnani, consisting nature of expertise in specific functional areas and names of the listed companies in which she holds directorship and/or membership/chairmanships of the committees of the respective Boards, Shareholding and relationship between Directors inter-se as stipulated under Reg. 36(3) of SEBI (LODR) Regulations, 2015 have been given in relevant section of the notice of the 9th Annual General Meeting (AGM) forming part of the Annual Report.

12. Retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Siddhant Singh Baid (DIN: 07809583), Executive Director, shall retire by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for re-appointment. Accordingly the proposal for his reappointment has been included in the notice convening the Annual General Meeting of the Company.

A brief resume of the director seeking reappointment consisting nature of expertise in specific functional areas and names of the listed companies in which he holds directorship and/or membership/chairmanships of the committees of the respective Boards, Shareholding and relationship between Directors inter-se as stipulated under Reg. 36(3) of SEBI (LODR) Regulations, 2015 have been given in relevant section of the notice of the 9th AGM forming part of the Annual Report.

13. Remuneration to Directors and Policy on Independent Directors? appointment and remuneration

In accordance with the requirements of Section 197 and Schedule V of the Companies Act, 2013, the Company can approve the remuneration to be provided to the Directors only for a period of three years. Since the remuneration to be provided to Mr. Ramanuj Mukherjee, Mr. Abhyudaya Agarwal and Mr. Siddhant Singh Baid was approved at an extraordinary general meeting of the members held on 13th October 2023, the Company was required to secure ratification of their remuneration on or before 12th October 2026. However, the Company seeks to streamline their remuneration and introduce a variable component in their remuneration to incentivise them to create results and seeks the approval of the members to such restructuring. Relevant resolutions have been included in the notice of the 9th AGM forming part of the Annual Report.

The Company has established a policy on the terms of appointment and remuneration of independent directors and the policy is available on the website of the Company at https://lawsikho.com/investors.

14. Registered Office of the Company

There was no change in the Registered Office of the Company during the financial year under review. The present address of the Registered Office is as follows: Space Creattors Heights, 3rd Floor, Landmark Cyber Park, Golf Course Extension, Sector 67, Gurgaon, Haryana 122102.

15. Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly reconciliation of the total capital held with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital and the report thereon is submitted to the National Stock Exchange of India Limited. The report, inter alia, confirms that the number of shares issued, listed on the Stock exchange and that held in demat mode are in agreement with each other.

16. Disclosure Related To Board and Corporate Governance

a. Board meetings held during the year

During the year under review, the Board met 7 (seven) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). Required quorum was present throughout each meeting as per the requirement of the said Act. The meetings of the board of directors of the Company were held on 30.05.2025, 10.07.2025, 29.08.2025, 30.10.2025, 14.11.2025, 15.12.2025 and 05.03.2026.

Attendance of the directors in the board meetings was as under:

	Abhyudaya Agarwal	Ramanuj Mukherjee	Siddhant Singh Baid	Debbolina Ghosh*	Shruti Khanijow	Mohd. Sirajuddin	Honey Pamnani* *
30.05.2 025	Yes	Yes	Yes	Yes	Yes	No	NA
10.07.2 025	Yes	Yes	No	Yes	Yes	No	NA
29.08.2 025	Yes	Yes	Yes	Yes	Yes	Yes	NA
30.10.2 025	Yes	Yes	Yes	Yes	Yes	Yes	NA
14.11. 2025	Yes	Yes	Yes	Yes	Yes	No	NA
15.12.2 025	No	Yes	Yes	No	Yes	Yes	NA
05.03.2 026	Yes	Yes	Yes	NA	Yes	Yes	Yes

*Ms. Debbolina Ghosh has resigned from the Board w.e.f. 15th December, 2025. **Ms. Honey Pamnani has joined the Board w.e.f. 15th December, 2025.

b. Committees of the Board

The Board of Directors has constituted various committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to ensure focused and effective governance.

1) Audit Committee

During the year ended 31st March, 2026, the Audit Committee comprised of following members :

Name of the Director	Designation	Nature of directorship
Ms. Debbolina Ghosh*	Chairperson	Independent Director
Ms. Shruti Khanijow**	Member /Chairperson	Independent Director
Mr. Siddhant Singh Baid	Member	Executive Director
Mr. Abhyudaya Agarwal	Member	Executive Director
Mr. Mohd. Sirajuddin	Member	Independent Director
Ms. Honey Pamnani***	Member	Independent Director

*Ms. Debbolina Ghosh has ceased to be Chairperson of the Committee w.e.f. 15th December, 2025

**Ms. Shruti Khanijow was redesignated as Chairperson of the Committee w.e.f. 15th December, 2025 ***Ms. Honey Pamnani has joined the Committee w.e.f. 15th December 2025

The majority of the members of the Committee are Independent Directors and possess accounting and financial management knowledge. All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. The Company Secretary and Compliance Officer of the Company acts as the secretary of the Committee.

The Committee held five meetings during the year under review. The details of the meetings and attendance are provided below:

	Abhyudaya Agarwal	Siddhant Singh Baid	Debbolina Ghosh	Shruti Khanijow	Mohd. Sirajuddin	Honey Pamnani
30.05.2025	Yes	Yes	Yes	Yes	No	N/A
29.08.2025	Yes	Yes	Yes	Yes	Yes	N/A
30.10.2025	Yes	Yes	Yes	Yes	Yes	N/A
14.11.2025	Yes	Yes	Yes	Yes	No	N/A
05.03.2026	Yes	Yes	N/A	Yes	Yes	Yes

2) Nomination and Remuneration Committee

During the year ended 31st March, 2026, the Nomination & Remuneration Committee comprised following Members:

Name of the Director	Designation	Nature of directorship
Ms. Shruti Khanijow	Chairperson	Independent Director
Ms. Debbolina Ghosh*	Member	Independent Director
Mr. Mohd. Sirajuddin	Member	Independent Director
Mr. Abhyudaya Agarwal	Member	Executive Director (Chairperson of the Company)
Ms. Honey Pamnani**	Member	Independent Director

*Ms. Debbolina Ghosh has ceased to be Member of the Committee w.e.f. 15th December, 2025 **Ms. Honey Pamnani has joined the Committee w.e.f. 15th December, 2025

The Company Secretary and Compliance Officer of the Company acts as the secretary of the Committee.

The Committee held four meetings during the year under review. The details of the meetings and attendance are provided below:

	Abhyudaya Agarwal	Debbolina Ghosh	Shruti Khanijow	Mohd. Sirajuddin	Honey Pamnani
29.08.2025	Yes	Yes	Yes	Yes	N/A
15.12.2025	No	No	Yes	Yes	N/A
05.03.2026	Yes	NA	Yes	Yes	Yes
24.03.2026	No	N/A	Yes	Yes	Yes

3) Stakeholders? Relationship Committee

During the year ended 31st March, 2026, the Stakeholder Relationship Committee comprised of following Members:

Name of the Director	Designation	Nature of directorship
Ms. Debbolina Ghosh*	Chairperson	Independent Director
Ms. Shruti Khanijow**	Member / Chairperson	Independent Director
Mr. Siddhant Singh Baid	Member	Executive Director
Mr. Abhyudaya Agarwal	Member	Executive Director
Ms. Honey Pamnani***	Member	Independent Director

*Ms. Debbolina Ghosh has ceased to be Chairperson of the Committee w.e.f. 15th December, 2025

**Ms. Shruti Khanijow was redesignated as Chairperson of the Committee w.e.f. 15th December, 2025

***Ms. Honey Pamnani has joined the Committee w.e.f. 15th December, 2025

The Company Secretary and Compliance Officer of the Company acts as the secretary of the Committee.

No meetings of the Committee were convened during the year under review.

4) Executive Committee

As on 31st March, 2026, the Executive Committee comprised the following members:

Name	Designation	Nature of directorship
Mr. Ramanuj Mukherjee	Chairperson	Managing Director
Mr. Abhyudaya Agarwal	Member	Whole Time Director
Mr. Siddhant Singh Baid	Member	Executive Director

The Company Secretary and Compliance Officer of the Company acts as a secretary to the Executive Committee.

All minutes of the Executive Committee meetings held between two Board meetings are placed before the Board at its next meeting.

The Committee held ten meetings during the year under review. The details of the meetings and attendance are provided below:

	Ramanuj Mukherjee	Abhyudaya Agarwal	Siddhant Singh Baid
03.04.2025	Yes	Yes	Yes
10.04.2025	Yes	Yes	Yes
14.05.2025	Yes	Yes	Yes
19.06.2025	Yes	Yes	Yes
01.08.2025	Yes	Yes	Yes
12.09.2025	Yes	Yes	Yes
29.09.2025	Yes	Yes	Yes
02.01.2026	Yes	Yes	Yes
02.03.2026	Yes	Yes	Yes
20.03.2026	Yes	Yes	Yes

c. Annual Evaluation of the Board

The Nomination and Remuneration Committee has laid down a formal framework for performance evaluation of the individual Directors and the Board.

An evaluation of the Board performance was carried out by completion of questionnaires by the Directors, including the independent directors and the members of the Nomination and Remuneration Committee noted the responses of the Directors.

The inputs provided by the Directors during the evaluation were taken on record.

d. Meeting of the Independent Directors:

During the year under review, the Independent Directors met on March 24, 2026 inter alia, to:

I. Review the performance of Non-Independent Directors and the Board of Directors as a whole; II. Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and implemented.

e. Declaration By Independent Directors

The Company has received declarations from all the Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 regarding meeting the criteria of independence laid down under Section 149(6) of the Companies Act 2013 and the rules made thereunder. Independent Directors of the Company have confirmed their enrollment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

f. Familiarization Programme For Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. However, during the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated a fresh Familiarization Programme for Independent Directors.

The Company had put together an induction pack for Ms. Honey Pamnani who had been appointed during the year providing relevant information at the time of her joining the Board.

17. Vigil Mechanism

The Directors have established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy, which is in compliance with the provisions of Section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations.

The policy provides for a channel to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Company?s policies.

The Whistle Blower Policy of the Company is available at the following link: .https://lawsikho.com/Investors

18. Directors? Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received, confirm that

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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 at the end of the financial year 31st March 2026 and of the profit and loss of the Company for that year; 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 your Company, and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a going concern basis; e. the Company has laid down proper internal financial controls and that such internal financial controls are adequate and were operating effectively; f. the Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Details of significant and material orders passed by a regulatory authority, court or tribunal

During the year no significant or material orders were issued against the Company by a regulatory authority or court or tribunal that could affect the going concern status of the Company and its operation in future.

20. Management Discussion And Analysis Report

In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis Report for the FY 2025-26, which forms part of this report.

21. Particulars of employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure II to this Report.

Since the Company does not have any employees who draw remuneration in excess of Rupees One Crore and Two lakhs for the financial year or Rupees Eight Lakhs and Fifty Thousand per month when employed for part of the year, the particulars required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be provided.

22. Auditors

a. Statutory Auditor

As per the provisions of Section 139 & 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company had appointed M/s. K R A

& Co., Chartered Accountants (Firm Registration No. 020266N) as the Statutory Auditors in the Annual General Meeting held on 19th September, 2023 to hold office till the conclusion of the Annual General Meeting of the Company to be held in the year 2028.

There are no qualifications, reservations or adverse remarks made by the M/s. K R A & Co., Statutory Auditors of Company in their Audit Report for the year under review.

b. Secretarial Auditor

The Board of Directors at its meeting held on 27th August, 2026 have appointed Mohit Kaushik, Practising Company Secretary (Membership Number A54719, Certificate of Practice No. 26069, Peer Review No. 7509/2025), to undertake Secretarial audit of the Company for the Financial Year 2026-27, upon the completion of term of M/s. Rawal & Co. who had been appointed as the secretarial auditors for the year 2025-26.

Secretarial Audit Report

The Secretarial Audit Report, issued by the Secretarial Auditor M/s. Rawal & Co. in Form No. MR-3 for the Financial Year 2025-26, is provided as Annexure-IV to this report and forms an integral part of the Annual Report.

There are no qualifications, reservations, or adverse remarks made by M/s. Rawal & Co., the Secretarial Auditor of the Company, in their audit report for the year under review.

c. Internal Auditor

The Company has re-appointed Neeraj Bansal & Co., Chartered Accountants (Firm Registration No. 033654N), as the Internal Auditors of the Company for the financial year 2026-2027, in accordance with Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014.

23. Reporting of frauds by Statutory auditors

During the year under review, the statutory auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

24. Maintenance of cost records

The Company was not required to maintain cost records under Section 148 of the Companies Act, 2013 for the financial year under review.

25. Extract of Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company i.e.: https://lawsikho.com/Investors.

26. Internal financial control systems and their adequacy

The Company maintains internal financial control systems that are appropriate to the scale and complexity of its business, designed to ensure that financial transactions are recorded properly and that operational effectiveness and adherence to applicable statutory and regulatory requirements are kept under review. Management exercises continuous oversight over the safeguarding of the Companys assets, the prevention and detection of fraud and error, and the accuracy and completeness of the accounting records, so that reliable financial information is prepared on a timely basis.

27. Risk Management Policy

A Risk management policy is formulated by the Company in compliance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134 (3) (n) of the Companies Act 2013, which requires the Company to lay down procedures for risk assessment and risk minimization. The Board, Audit Committee and the senior management of the company periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stakeholders in the process, plan and meet strategic objectives and evaluate, tackle, and resolve various risks associated with the Company. The business of the Company is exposed to various risks, arising out of internal and external factors i.e., industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.

The Risk Management Policy of the Company is available at: https://lawsikho.com/Investors.

28. Various Policies of the Company

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company?s website- https://lawsikho.com/Investors under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements.

29. Particulars of loans, guarantees and investments falling within the ambit of Section 186

The particulars of loans, guarantees and investments covered within the ambit of Section 186 of the Companies Act, 2013 have been disclosed in notes to the financial statements.

30. Particulars of contracts and arrangements with related parties

During the year under review, the Company disbursed a loan of USD11,067 to its Singapore based subsidiary entity Addictive Learning Overseas Pte. Ltd. The intention of the loan was for the onward disbursement of such loan to Arizona University of Management and Technology Inc., which would become the step down subsidiary entity once the operations commence. However, the loan was retained by the Singapore subsidiary entity since the operations of the US entity were not initiated during the financial year.

During the year under review all transactions entered into by the Company with Related Parties as defined under the Companies Act 2013 were in the ordinary course of business and on an arm?s length pricing basis and accordingly, do not attract the provisions of Section 188 of the Act. Hence the requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company. Omnibus approval of the Audit Committee shall continue to be obtained for any related party transactions which are repetitive in nature.

There are no material or significant related party transactions entered into by the Company with its promoters, directors, Key Managerial Personnel ("KMP") or senior management personnel which may have a potential conflict with the interest of the Company at large.

31. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Pursuant to the provisions of Section 134(3)(m) and Rule 8(3) of Companies (Accounts) Rules, 2014, the details of energy conservation, technology absorption and foreign exchange earnings and outgo are as under:

Conservation of energy: Not Applicable

a. The steps taken or impact on conservation of energy: Not Applicable

b. The steps taken by Company for utilising alternate source of energy: Not Applicable

c. The capital investment on energy conservation equipment: Not Applicable

Technology Absorption: Not Applicable

a. The efforts made towards technology absorption: Not Applicable

b. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

c. In case of imported technology(imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable

d. The expenditure incurred on research and development: Not Applicable

Foreign Exchange earnings and outgo:

(Amount in Rupees lakhs)

Particulars	Year (Standalone)
	2026	2025
Foreign exchange earning	39.87	48.93
Foreign exchange outgo	166.29	79.81

32. Prevention of sexual harassment at workplace

The Company provides 100% remote working to its employees. Despite this, the Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the POSH Act. The names of members of the Internal Complaints Committee can be found here: https://lawsikho.com/posh-complaint-committee

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received : Nil

b. No. of complaints disposed of: Not Applicable

c. No. of complaints pending : Nil

33. Compliance with Maternity Benefit Regulations

Pursuant to Section 134 read with Rule 8(5)(xiii) of Companies (Account) Rules, 2014, the Company declares and affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

34. Corporate Governance

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)? are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on SME Exchange.

35. Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Policy of the company as approved by the Board of Directors is available on the website of the company at the following web address: https://lawsikho.com/Investors

The Company is not required to constitute a Corporate Social Responsibility Committee since the amount required to be spent by the company on CSR activities for the financial year 2025-26 does not exceed Rs.50,00,000 (Rupees Fifty lakhs).

The CSR Annual Report for the financial year 2025-26 has been annexed to this report as Annexure III.

36. Details of Applications Made Or Any Proceeding Pending Under The Insolvency And Bankruptcy Code 2016:

No application is made during the Financial Year 2025-26 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

37. Details of Differences Between Amount of the Valuation Done at the time of One Time Settlement and the Valuation Done while taking Loan From The Banks or Financial Institutions along with the reasons Thereof

The Company has not made any one time settlement with any of its lenders.

38. Dematerialization of Shares

As on 31st March, 2026 there were 1,59,09,732 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 100% of the total issued, subscribed and paid-up capital of the Company. The ISIN allocated to the Company is INE0RDH01021.

39. Compliance with the secretarial standards

The Company is in compliance with the applicable standards issued by the Institute of Company Secretaries of India.

40. Agreements specified in Clause 5A of para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Co-founders of the Company had entered into an Agreement in 2019, which was amended in 2022 to include new Co-founders. The details of the Agreements are available on the website of the Company at www.lawsikho.com/investors.

41. Material changes and commitment affecting financial position of the Company from the end of the financial year till the date of the report

No material changes affecting the financial position of the Company have occurred from the end of the financial year to which the financial statements relate till the date of this Board?s report other than the changes detailed in the Management Discussion and Analysis Report.

42. Acknowledgements

The Directors wish to express their heartfelt gratitude to everyone who contributed to the Companys progress this year - the investors who placed their confidence in the Company, the learners who entrusted their career aspirations to us, and the employees whose dedication and hard work were instrumental in helping our learners succeed. The Directors would also like to recognize the valuable support extended by external stakeholders, including Central and State government authorities, the National Stock Exchange of India Limited, banks and financial institutions, depositories, analysts, advisors, suppliers, and other business partners throughout the year.

The Directors look forward to the continued trust and support of all stakeholders as the Company works towards achieving its ambitious goals in the current financial year.

For and behalf of the Board
For Addictive Learning Technology Limited
(Formerly Addictive Learning Technology Private Limited)
sd/-	sd/-
Ramanuj Mukherjee	Abhyudaya Agarwal
Managing Director	Whole Time Director
DIN: 05017261	DIN: 05016416
Date: 27th August, 2026
Place: Gurugram